Common use of Increase of Commitments Clause in Contracts

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

Increase of Commitments. (a) El Paso Subject to the conditions set forth in Section 2.16(c), the Borrower may, from time to time (including in connection with any redetermination of the Borrowing Base), increase the existing Total Revolving Commitment then in effect (any such increase a “Revolving Incremental Increase”) by written notice increasing the Revolving Commitment of a Lender (an “Increasing Revolving Lender”) or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Revolving Lender”). (b) Subject to the conditions set forth in Section 2.16(c), the Borrower may, from time to time increase the existing Total Term Loan Commitment then in effect (any such increase a “Term Loan Incremental Increase”) by increasing the Term Loan Commitment of a Lender (an “Increasing Term Loan Lender”) or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Term Loan Lender”). (c) Any Incremental Increase shall be subject to the following additional conditions: (i) no Incremental Increase shall be less than $25,000,000 (and increments of $1,000,000 above that minimum) unless the Administrative AgentAgent otherwise consents, request that and no Incremental Increase shall be permitted if after the funding thereof the Total Commitment would exceed the Maximum Aggregate Amount; (ii) no Event of Default shall have occurred and be continuing after giving effect to an Incremental Increase; (iii) no Lender’s Commitment may be increased by an aggregate amount not to exceed without the Incremental Facility Amount at such time. Upon the receipt consent of such request by Lender; (iv) the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) Swingline Lenders and the date on which such increase is requested Letter of Credit Issuer must consent to become effective (which shall be not less than 10 days nor more than 60 days after any Revolving Incremental Increase and the date addition of such notice and whichany Additional Revolving Lender, in any eventeach case, must be on or prior such consent not to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed; (v) the maturity date of any Incremental Increase shall be the same as the Maturity Date; and (vi) any Incremental Increase shall be on the exact same terms and pursuant to the exact same documentation (including, without limitation, the Applicable Margin) applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase). (d) Each Increasing Lender or Additional Lender shall execute and deliver to the Borrower, the Administrative Agent, and in the case of a Revolving Incremental Increase, the Swingline Lender and the Letter of Credit Issuer customary documentation (any such documentation, an “Incremental Agreement”) implementing any Incremental Increase. Upon receipt by the Administrative Agent of one or more executed Incremental Agreements increasing the Commitments of Lenders and/or adding Commitments from Additional Lenders as provided in this Section 2.16, (i) the Total Revolving Commitment or the Total Term Loan Commitment, as the case may be, shall be increased automatically on the effective date set forth in such Incremental Agreements by the aggregate amount indicated in such Incremental Agreements without further action by the Borrower, the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer or any Lender, (ii) Schedule 1.1(a) or Schedule 1.1(b), as applicable, and the Borrowers Register shall each be amended to add such Additional Lender’s Commitment or to reflect the increase in the Commitment of an Increasing Lender, and the Revolving Commitment Percentages or Term Loan Commitment Percentages, as applicable, of the Lenders shall be adjusted accordingly to reflect the Incremental Increase of each Augmenting Additional Lender shall execute all such documentation as and/or each Increasing Lender, (iii) the Administrative Agent shall reasonably specify distribute to evidence the Borrower, the Administrative Agent, the Swingline Lender, the Letter of Credit Issuer and each Lender the revised Schedule 1.1(a) or Schedule 1.1(b), as applicable, (iv) any such Augmenting Additional Lender shall be deemed to be a party in all respects to this Agreement and any other Credit Documents to which the Lenders are a party, and (v) upon the effective date set forth in such Incremental Agreement, any such Lender party to the Incremental Agreement shall purchase a pro rata portion of the outstanding Loans (including, in the case of a Revolving Incremental Increase, participations in L/C Obligations or Swingline Loans) of each of the current Lenders such that each Lender (including any Additional Lender’s , if applicable) shall hold its respective Revolving Commitment and/or its status Percentage or Term Loan Commitment Percentage, as applicable, of the outstanding Loans (and, in the case of a Lender hereunder. Any such increase may be made Revolving Incremental Increase, participation interests in an amount that is less than participations in L/C Obligations or Swingline Loans) as reflected in the increase requested revised Schedule 1.1(a) or Schedule 1.1(b), as applicable, required by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersthis Section 2.16.

Increase of Commitments. (a) El Paso may, The Borrowers shall have the right to increase the aggregate Commitments by written notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount obtaining additional funding commitments either from one or more of the requested increase Lenders (which it being understood that no Lender shall have, or be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal deemed to the remaining Incremental Facility Amount) and the date on which such increase is requested have, an obligation to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or provide a portion of any such increase in the offered amount (each Lender so agreeing Commitments merely by reason of being an “Increasing Lender”a party hereto) or decline to increase its Commitment any other commercial bank or financial institution generally engaged in the business of providing corporate loans on a revolving basis; provided that (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In i) the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than of all such increases hereunder shall not result in the aggregate Commitments exceeding $250,000,000 at any time, (ii) any Person that provides such increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Majority Lenders and the LC Issuer, such approval not to be unreasonably withheld, conditioned or delayed, (iii) any such Person assumes all of the rights and obligations of a “Lender” hereunder on terms substantially similar to those contained in the Assignment Agreement but otherwise pursuant to an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent (acting on the directions of the Majority Lenders) between such Person, the Borrowers and the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed)iv) as a condition precedent to any such increase, and the Borrowers and each Augmenting Lender shall execute all such documentation as deliver to the Administrative Agent a certificate of each Obligor signed by a Responsible Officer of such Obligor certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and certifying that, before and after giving effect to such increase, the representations and warranties contained in this Agreement and the other Loan Documents are true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall reasonably specify to evidence be true and correct in all material respects as of such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersearlier date).

Increase of Commitments. (a) El Paso The Company and any one or more Banks (including New Banks) may, by written notice to the Administrative Agentat any time when no Default or Event of Default has occurred and is continuing, request agree that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative AgentBanks shall make, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth obtain or increase the amount of their Commitments by executing and delivering to the requested Agent an Increased Commitment Notice specifying (i) the amount of such increase and (which ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed $250,000,000 and (ii) without the consent of the Agent, (x) each increase effected pursuant to this paragraph shall be in minimum increments of $1,000,000 and a minimum amount of at least $10,000,000 or equal to the remaining Incremental Facility Amount25,000,000 and (y) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor no more than 60 days four Increased Commitment Closing Dates may be selected by the Company after the date of such notice and which, Closing Date. No Bank shall have any obligation to participate in any eventincrease described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank financial institution or other entity being called an “Augmenting Lender”)which, which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to with the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval consent of the Administrative Agent Company, the Agent, the Swingline Lender and the Issuing Bank (which approvals consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Borrowers Agent (including as to the initial interest applicable to such Loans), and each Augmenting Lender payments of principal, interest and fees under this Agreement shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made by the Company to give effect to such procedures and the timing of such increased Commitments. On each Increased Commitment Closing Date, participating interests in an amount that is less than Letters of Credit and Swingline Loans shall be adjusted as directed by the increase requested by El Paso if El Paso is unable Agent to arrange for, reflect the then respective Commitment Percentages of the Banks. Payments to the Banks in respect of the Loans and Letters of Credit will be made to give effect to the allocations or chooses not to arrange for, Augmenting Lendersreallocations described in this Section.

Increase of Commitments. (a) El Paso may, by written Upon at least 15 days' prior notice to the Administrative AgentAgent (which notice the Administrative Agent shall promptly transmit to each of the Banks), request the Borrower shall have the right, subject to the terms and conditions set forth below, to increase the aggregate amount of the Commitments in multiples of $5,000,000; provided that the Total amount of such increase when added to the aggregate amount of all such prior increases in the Commitments hereunder and all prior or contemporaneous increases in the commitments under the Other Credit Facilities (including in each case by way of creating new Commitments), in each case on or after the Effective Date (as such term is defined herein and in the Other Credit Facilities, as the case may be), does not exceed $500,000,000. (b) Any such increase in the Commitments hereunder shall apply, at the option of the Borrower, (x) to the Commitment of one or more Banks; provided that (i) the Administrative Agent and each Bank whose Commitment is to be increased by an aggregate shall consent to such increase, (ii) the amount not set forth on the Commitment Schedule opposite the name of each Bank the Commitment of which is being so increased shall be amended to exceed reflect the Incremental Facility Amount at such time. Upon the receipt increased Commitment of such request Bank and (iii) if any Committed Loans are outstanding at the time of such an increase, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of such increase, incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant to this Section 2.17 on such date) from all the Banks or (y) to the creation of a new Commitment of an institution not then a Bank hereunder; provided that (i) such institution becomes a party to this Agreement as a Bank by execution and delivery to the Borrower and the Administrative Agent of counterparts of this Agreement, (ii) the Commitment Schedule shall be amended to reflect the Commitment of such new Bank, (iii) if requested by such new Bank, the Borrower shall issue a Note to such new Bank in conformity with the provisions of Section 2.05, (iv) if any Committed Loans are outstanding at the time of the creation of such Commitment of such Bank, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of the creation of such Commitment, incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant to this Section 2.17 on such date) from all the Banks and (v) if such institution is neither a banking institution nor an affiliate of a Bank, such institution must be consented to by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth . (c) It is understood that any increase in the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice Commitments pursuant to the second sentence this Section 2.17 shall not constitute an amendment of this paragraph, Agreement or the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting LendersNotes.

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

Increase of Commitments. (a) El Paso may, by written Upon at least 15 days prior notice to the Administrative AgentAgent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), request the Borrower shall have the right, subject to the terms and conditions set forth below, to increase the aggregate amount of the Commitments in multiples of $5,000,000; provided that the Total amount of such increase when added to the aggregate amount of all such prior increases in the Commitments hereunder (including by way of creating new Commitments) on or after the Effective Date does not exceed $150,000,000. (b) Any such increase in the Commitments hereunder shall apply, at the option of the Borrower, (x) to the Commitment of one or more Lenders; provided that (i) the Administrative Agent and each Lender whose Commitment is to be increased shall consent to such increase, (ii) the amount set forth on Schedule 2.01 opposite the name of each Lender the Commitment of which is being so increased shall be amended to reflect the increased Commitment of such Lender, (iii) if any Revolving Loans are outstanding at the time of such an increase, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of such increase, incur and repay or prepay one or more Revolving Loans in such amounts so that after giving effect thereto the Revolving Loans shall be outstanding on a pro rata basis (based on the Commitments of the Lenders after giving effect to the changes made pursuant to this Section 2.20 on such date) from all the Lenders and (iv) if any Letters of Credit are outstanding at the time of such an increase, the amount of the participations held by each Lender in each such Letter of Credit shall be adjusted so that, after giving effect to such adjustment, each Lender shall hold a participation in each such Letter of Credit in an amount equal to such Lender’s Applicable Percentage, calculated after giving effect to the increase in the Commitments pursuant to this Section 2.20, of the aggregate amount available to be drawn under such Letter of Credit or (y) to the creation of a new Commitment of an institution not then a Lender hereunder; provided that (i) such institution becomes a party to exceed this Agreement as a Lender by execution and delivery to the Incremental Facility Amount at such time. Upon Borrower and the receipt Administrative Agent of counterparts of this Agreement, (ii) Schedule 2.01 shall be amended to reflect the Commitment of such request new Lender, (iii) if any Revolving Loans are outstanding at the time of the creation of such Commitment of such Lender, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of the creation of such Commitment, incur and repay or prepay one or more Revolving Loans in such amounts so that after giving effect thereto the Revolving Loans shall be outstanding on a pro rata basis (based on the Commitments of the Lenders after giving effect to the changes made pursuant to this Section 2.20 on such date) from all the Lenders, (iv) if any Letters of Credit are outstanding at the time of the creation of such Commitment of such Lender, the amount of the participations held by each Lender in each such Letter of Credit shall be adjusted so that, after giving effect to such adjustment, each Lender shall hold a participation in each such Letter of Credit in an amount equal to such Lender’s Applicable Percentage, calculated after giving effect to the increase in the Commitments pursuant to this Section 2.20, of the aggregate amount available to be drawn under such Letter of Credit and (v) if such institution is not an Affiliate of a then existing Lender or an Approved Fund, such institution must be consented to by the Administrative Agent, the Administrative Agent shall deliver a copy thereof Issuing Bank and the Swingline Lender (each such consent not to each Lender. Such notice shall set forth be unreasonably withheld). (c) It is understood that any increase in the amount of the requested increase (which Commitments pursuant to this Section 2.20 shall be not constitute an amendment of this Agreement. This Section shall supersede any provisions in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal Section 2.16(b) to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lenderscontrary.

Increase of Commitments. With the prior consent of the Agent, the Borrower shall have the right at any time and from time to time during the term of this Agreement to request increases in the aggregate amount of the Commitments (aprovided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $400,000,000) El Paso may, by providing written notice to the Administrative Agent, request that which notice shall be irrevocable once given. Each such increase in the Total Commitment Commitments must be increased by in an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which integral multiples of $5,000,000 in excess thereof. No Lender shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity required to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any new Lender that does not deliver becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a notice within such period of 10 days shall be deemed new Lender becomes a party to have declined this Agreement, or if any existing Lender agrees to increase its Commitment). In the event that, such Lender shall on the 10th day date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after the Administrative Agent shall have delivered a notice pursuant giving effect to the second sentence increase of this paragraphCommitments) of any outstanding Revolving Loans, the Increasing Lenders shall have agreed pursuant by making available to the preceding sentence to increase their Commitments by Agent for the account of such other Lenders at the Principal Office, in same day funds, an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; providedsum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, howeverif any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date and except for changes in factual circumstances not prohibited under the Loan Documents). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall, if requested by the affected Lender, make appropriate arrangements so that each Augmenting Lender (that is not an existing new Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the Borrowers and each Augmenting Lender shall execute all amount of such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such within 2 Business Days of the effectiveness of the applicable increase may be made in an the aggregate amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersof Commitments.

Increase of Commitments. (a) El Paso mayThe Borrower may from time to time after the Restatement Date, by written notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or provided four Business Days prior to the Maturity Increase Effective Date), executed by the Borrower and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution referred to in this Section being called an “Augmenting Increasing Lender”), which may include any LenderLender (acting in its sole discretion), cause new Commitments to extend be extended by the Increasing Lenders or cause the existing Commitments of the Increasing Lenders to be increased (any such extension or increase their existing Commitments being called a “Commitment Increase”), in an aggregate amount equal to the unsubscribed amountset forth in such notice; provided, howeverthat (i) the aggregate amount of the Commitment Increases becoming effective on any single date shall be at least $25,000,000 (or such lesser amount consented to by the Administrative Agent), that (ii) at no time shall the aggregate amount of Commitments, giving effect to the Commitment Increases effected pursuant to this paragraph, exceed $2,000,000,000, (iii) each Augmenting Increasing Lender, if not already a Lender hereunder, (that is not an existing LenderA) shall be subject to the prior written approval of the Administrative Agent and the each Issuing Bank (which approvals approval shall not be unreasonably withheld or delayed), (B) shall complete an Administrative Questionnaire and (C) shall become a party hereto by completing and delivering to the Administrative Agent, not later than 11:00 a.m., New York City time, on the Increase Effective Date, a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrowers Borrower (an “Accession Agreement”). New Commitments and each Augmenting increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this paragraph. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (x) such Increasing Lender shall execute thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded to, and shall be subject to all obligations of, a Lender hereunder and (y) Schedule 2.01 shall be deemed to have been amended to reflect the Commitments of such documentation Increasing Lender as provided in such Accession Agreement. Upon the effectiveness of any Commitment Increase with respect to a Lender already a party hereto, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. For the avoidance of doubt, no Lender may be made an Increasing Lender without its consent. (b) On the Increase Effective Date, which shall not be less than 30 days prior to the Maturity Date, (i) the aggregate principal amount of the Loans outstanding immediately prior to giving effect to the applicable Commitment Increase on the Increase Effective Date (the “Initial Loans”) shall be deemed to be repaid, (ii) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types, in the currencies and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (iii) each Lender shall pay to the Administrative Agent in same day funds and in the applicable currencies of the relevant Borrowings an amount equal to the difference, if positive, between (A) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase), of the Subsequent Borrowings and (B) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase), of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall reasonably specify pay to evidence each Lender the portion of such Augmenting funds that is equal to the difference, if positive, between (A) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment and/or Increase), of the Initial Loans and (B) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase), of the amount of the Subsequent Borrowings, (v) each Increasing Lender and each other Lender shall be deemed to hold its status Applicable Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (vi) the Borrower shall pay each Lender any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurocurrency Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result. Notwithstanding the foregoing, the Administrative Agent may, in its discretion, implement other procedures (such as non-pro rata Borrowings while current Interest Periods are in effect) in order to minimize or eliminate LIBOR breakage costs in connection with any such increase. (c) Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied (with all references in such paragraphs to a Lender hereunder. Any Borrowing being deemed to be references to such increase may be made in an amount increase) and the Administrative Agent shall have received, not later than 11:00 a.m., New York City time, on the Increase Effective Date, a certificate to that is less than the increase requested effect dated such date and executed by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersa Financial Officer of each Loan Party.

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

Increase of Commitments. (a) El Paso may, by written Upon at least 15 days' prior notice to the Administrative AgentAgent (which notice the Administrative Agent shall promptly transmit to each of the Banks), request the Borrower shall have the right, subject to the terms and conditions set forth below, to increase the aggregate amount of the Commitments in multiples of $5,000,000; provided that the Total amount of such increase when added to the aggregate amount of all such prior increases in the Commitments hereunder (including by way of creating new Commitments), on or after the Effective Date, does not exceed $250,000,000. (b) Any such increase in the Commitments hereunder shall apply, at the option of the Borrower, (x) to the Commitment of one or more Banks; provided that (i) the Administrative Agent and each Bank whose Commitment is to be increased by an aggregate shall consent to such increase, (ii) the amount not set forth on the Commitment Schedule opposite the name of each Bank the Commitment of which is being so increased shall be amended to exceed reflect the Incremental Facility Amount at such time. Upon the receipt increased Commitment of such request Bank and (iii) if any Committed Loans are outstanding at the time of such an increase, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of such increase, incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant to this Section 2.17 on such date) from all the Banks or (y) to the creation of a new Commitment of one or more institutions not then a Bank hereunder; provided that (i) such institution becomes a party to this Agreement as a Bank by execution and delivery to the Borrower and the Administrative Agent of counterparts of this Agreement, (ii) the Commitment Schedule shall be amended to reflect the Commitment of such new Bank, (iii) if requested by such new Bank, the Borrower shall issue a Note to such new Bank in conformity with the provisions of Section 2.05, (iv) if any Committed Loans are outstanding at the time of the creation of such Commitment of such Bank, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of the creation of such Commitment, incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant to this Section 2.17 on such date) from all the Banks and (v) if such institution is neither a banking institution nor an affiliate of a Bank, such institution must be consented to by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth . (c) It is understood that any increase in the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice Commitments pursuant to the second sentence this Section 2.17 shall not constitute an amendment of this paragraph, Agreement or the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting LendersNotes.

Increase of Commitments. (ai) El Paso Subject to this Section 2.04(c), the Borrowers may, at any time after the Effective Date by written notice to the Administrative Agent, request that propose an increase in the Total Aggregate Commitments hereunder (each such proposed increase being a “Commitment be increased Increase”) either by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver having a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Additional Commitment Increase Lender”), each such Additional Commitment Increase Lender being reasonably acceptable to increase its the Administrative Agent. Such notice shall specify (i) the name of each Increasing Lender and/or Additional Commitment Increase Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to by each such Increasing Lender or Additional Commitment Increase Lender and (iii) the date on which such Commitment Increase is to be effective (a “Commitment Increase Date”). (ii) Each Commitment Increase shall be subject to the following conditions: (A) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $50,000,000 (or lesser remaining amount available pursuant to this Section 2.04(c)); (B) immediately after giving effect to any Lender that does Commitment Increase, the Aggregate Commitments shall not deliver exceed $3,100,000,000; (C) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date; (D) the representations and warranties of the Borrowers set forth in this Agreement shall be true and correct in all material respects on and as of the Commitment Increase Date (or (A) if any such representation or warranty is expressly stated to have been made as of a notice within specific date, as of such period specific date, (B) in the case of 10 days Section 5.05(a), such representations and warranties shall be deemed to have declined refer to increase its Commitmentthe most recent financial statements furnished by the Borrowers hereunder, (C) in the case of Section 5.05(b). In , such representations and warranties shall be deemed to refer to the event thatmost recent audited statements furnished by the Borrowers hereunder, on (D) in the 10th day after case of Section 5.06, such representations and warranties shall except any matter which has theretofore been disclosed in writing by any Borrower to the Administrative Agent (which will make the same available to each Lender) and (E) in the case of those representations and warranties which are qualified by materiality or Material Adverse Effect, such representations and warranties shall be true and correct in all respects); and (E) the Administrative Agent shall have delivered a notice pursuant received such other documentation related to the second sentence of this paragraph, the Increasing Lenders such Commitment Increase as it shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than reasonably request. (iii) Each Commitment Increase (and the increase requested by El Pasoof the applicable Commitment of each Increasing Lender and/or the new Commitment of each Additional Commitment Increase Lender, El Paso may arrange for one or more banks or other entities as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon satisfaction of the conditions set forth in Section 2.04(c)(ii) and execution of an amendment to this Agreement (any such bank or other entity being called an “Augmenting LenderIncremental Amendment”), which may include any in form and substance reasonably satisfactory to the Borrowers and the Administrative Agent, executed by each of (a) the Borrowers, (b) the Administrative Agent and (c) each Increasing Lender and/or such Additional Commitment Increase Lender pursuant to which, effective as of such Commitment Increase Date, each such Increasing Lender and/or such Additional Commitment Increase Lender, to extend Commitments as applicable, shall provide its Commitment (or an increase their existing Commitments in an aggregate amount equal of its applicable Commitment, as applicable). Each of the parties hereto hereby (A) agrees that, notwithstanding anything to the unsubscribed amount; providedcontrary set forth in Section 10.01, howeverthis Agreement and the other Loan Documents may be amended pursuant to an Incremental Amendment executed by each of (a) the Borrowers, that (b) the Administrative Agent and (c) each Augmenting Increasing Lender (that is and/or such Additional Commitment Increase Lender, which shall not an existing Lender) shall be subject require the consent of any other Lenders, to the prior written approval extent reasonably required to (i) reflect the existence and terms of the Commitment Increase and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld Borrowers, to effect the provisions of this Section or delayed)that have otherwise been approved in accordance with Section 10.01, and the Borrowers Lenders hereby expressly and each Augmenting Lender shall execute irrevocably, for the benefit of all parties hereto, authorize the Administrative Agent to enter into such documentation amendment and (B) consents to the transactions contemplated by this Section 2.04(c) (including, for the avoidance of doubt, payment of interest, fees or premiums as may be set forth in the relevant amendment). (iv) Upon receipt of the executed Incremental Amendment, together with the documents specified in Section 2.04(c)(ii), the Administrative Agent shall reasonably specify record the information contained in such Incremental Amendment in the Register and give prompt notice of the relevant Commitment Increase to evidence such Augmenting Lender’s the Borrowers and the Lenders. On each Commitment and/or its status as a Lender hereunder. Any such increase Increase Date, if there are Loans then outstanding, (i) each applicable Borrower shall simultaneously prepay in full the outstanding Loans, which may be made funded with a Borrowing of Loans under the remaining Aggregate Commitments after giving effect to the applicable Commitment Increase or (ii) at the request of the Borrowers, each existing Lender shall assign to each Increasing Lender and/or Additional Commitment Increase Lender, and each Increasing Lender and/or Additional Commitment Increase Lender shall purchase from each of the existing Lenders, at par, such interests in an amount the Loans outstanding, to the extent necessary to keep outstanding Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date (after giving effect to such Commitment Increase). The Administrative Agent and the Lenders hereby agree that is less than the minimum borrowing and prepayment requirements in Section 2.02 and 2.03 of this Agreement shall not apply to the transactions effected pursuant to the preceding sentences. (v) Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase requested by El Paso if El Paso is unable any of its Commitments hereunder and any election to arrange for, do so shall be in the sole and absolute discretion of such ▇▇▇▇▇▇. This Section shall supersede any provisions in Section 2.11 or chooses not 10.01(y) to arrange for, Augmenting Lendersthe contrary.

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

Increase of Commitments. (a) El Paso may, by written notice HCLP shall have the right to increase the Commitments from time to time pursuant to this Section 2.3 (subject to the Administrative Agentrestrictions of subsection 2.3(d) below) as long as no Default or Event of Default has occurred and is continuing. In the event that HCLP wishes to increase the aggregate Commitments at any time, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, it shall notify the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”); provided, that the aggregate amount of any such increase in Commitments shall be at least $10,000,000. HCLP may, at its election, (i) offer one or more of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender Lenders the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by participate in all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice Offered Increase Amount pursuant to paragraph (c) below and/or (ii) with the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval consent of the Administrative Agent and the Issuing Bank (which approvals consent shall not be unreasonably withheld or delayed), offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities HCLP desires to participate in such Commitment increase. HCLP or, if requested by HCLP, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer. (b) Any additional bank, financial institution or other entity which HCLP selects to offer participation in the increased Commitments and which elects to become a party to this Agreement and provide a Commitment in an amount so offered and accepted by it pursuant to subsection 2.3(a)(ii) shall execute a New Lender Supplement (in the form specified by the Administrative Agent, each a “New Lender Supplement”) with HCLP and the Borrowers Administrative Agent, whereupon such bank, financial institution or other entity (herein called a “New Lender”) shall become a Lender for all purposes and each Augmenting to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1A shall be deemed to be amended to add the name and Commitment of such New Lender, provided that the Commitment of any such new Lender shall be in an amount not less than $5,000,000, provided further that on the effective date of such New Lender Supplement, there shall be no outstanding Eurodollar Loans hereunder or, if any Eurodollar Loans would be outstanding on the effective date of any such New Lender Supplement, HCLP shall either (x) convert such Eurodollar Loans to ABR Loans, or (y) prepay, in accordance with the provisions of Section 3.4, such Eurodollar Loans immediately prior to such New Lender Supplement becoming effective (subject, in either case, to the payment provisions hereof). (c) Any Lender which accepts an offer to it by HCLP to increase its Commitment pursuant to subsection 2.3(a)(ii) shall, in each case, execute all such documentation as a Commitment Increase Supplement (in the form specified by the Administrative Agent, each a “Commitment Increase Supplement”) with HCLP and the Administrative Agent whereupon such Lender shall reasonably specify be bound by and entitled to evidence the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 1.1A shall be deemed to be amended to so increase the Commitment of such Augmenting Lender’s . (d) Notwithstanding anything to the contrary in this Section 2.3 (i) in no event shall any transaction effected pursuant to this Section 2.3 cause the aggregate Commitments hereunder to exceed $375,000,000 and (ii) no Lender shall have any obligation to increase its Commitment and/or unless it agrees to do so in its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lenderssole discretion.

Increase of Commitments. (a) El Paso mayAt any time after the Effective Date, provided that no Event of Default shall have occurred and be continuing, the Borrower may request an increase of the aggregate Commitments by written notice to the Administrative Agent, request that Agent in writing of the Total Commitment be increased by an aggregate amount not to exceed (the Incremental Facility Amount at such time. Upon the receipt "OFFERED INCREASE AMOUNT") of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested proposed increase (which shall be in minimum increments of $1,000,000 and such notice, a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which "COMMITMENT INCREASE NOTICE"). Any such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, Commitment Increase Notice must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase subscribe for its Commitment by its Applicable Percentage pro rata share of the proposed increased amountCommitments. Each Lender shallIf any portion of the increased Commitments is not subscribed for by the Lenders, by notice to El Paso and the Borrower may, in its sole discretion, but with the consent of the Administrative Agent given as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld), offer to any existing Lender or to one or more than 10 days after additional banks or financial institutions the date of the Administrative Agent’s notice, either agree opportunity to increase its Commitment by participate in all or a portion of such unsubscribed portion of the offered amount increased Commitments pursuant to paragraph (each Lender so agreeing being an “Increasing Lender”b) or decline (c) below, as applicable. (b) Any additional bank or financial institution that the Borrower selects to offer participation in the increased Commitments, and that elects to become a party to this Agreement and obtain a Commitment, shall execute a New Lender Agreement with the Borrower and the Administrative Agent, substantially in the form of Exhibit E (a "NEW LENDER AGREEMENT"), whereupon such bank or financial institution (a "NEW LENDER") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages and Schedule III hereof shall be deemed to be amended to add the name and Commitment of such New Lender, provided that the Commitment of any such New Lender shall be in an amount not less than $10,000,000. (c) Any Lender that accepts an offer to it by the Borrower to increase its Commitment pursuant to this Section 2.20 shall, in each case, execute a Commitment Increase Agreement with the Borrower and the Administrative Agent, substantially in the form of Exhibit F (a "COMMITMENT INCREASE AGREEMENT"), whereupon such Lender shall be bound by and any Lender that does not deliver such a notice within such period entitled to the benefits of 10 days this Agreement with respect to the full amount of its Commitment as so increased, and Schedule III hereof shall be deemed to have declined be amended to so increase its Commitment). In the event that, on the 10th day after Commitment of such Lender. (d) The effectiveness of any New Lender Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Administrative Agent shall have delivered a notice pursuant of such corporate resolutions of the Borrower and legal opinions of counsel to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation Borrower as the Administrative Agent shall reasonably specify request with respect thereto, in each case, in form and substance satisfactory to evidence the Administrative Agent. (e) If any bank or financial institution becomes a New Lender pursuant to Section 2.20(b) or any Lender's Commitment is increased pursuant to Section 2.20(c), additional A Advances made on or after the effectiveness thereof (the "RE-ALLOCATION DATE") shall be made pro rata based on the Commitment Percentages in effect on and after such Augmenting Lender’s Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of A Advances in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Eurodollar Rate Advances outstanding on such Re-Allocation Date shall be effected by repayment of such Eurodollar Rate Advances on the last day of the Interest Period applicable thereto and the making of new Eurodollar Rate Advances pro rata based on such new Commitment and/or Percentages. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Base Rate Advances, the Borrower shall make prepayments thereof and borrowings of Base Rate Advances so that, after giving effect thereto, the Base Rate Advances outstanding are held pro rata based on such new Commitment Percentages. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurodollar Rate Advances, such Eurodollar Rate Advances shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Rate Advances will be paid thereon to the respective Lenders holding such Eurodollar Rate Advances pro rata based on the respective principal amounts thereof outstanding. (f) Notwithstanding anything to the contrary in this Section 2.20, (i) no increase pursuant to this Section 2.20 shall be effective without the consent of the Required Lenders, (ii) no Lender shall have any obligation to increase its status as Commitment unless it agrees to do so in its sole discretion and (iii) the aggregate amount by which the Commitments hereunder are increased pursuant to this Section 2.20 shall not exceed $120,000,000. (g) The Borrower shall execute and deliver a Note to each new bank or other financial institution becoming a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersrequests one.

Increase of Commitments. (a) El Paso may, by written Upon at least five days’ prior notice to the Administrative AgentAgent (which notice the Administrative Agent shall promptly transmit to each of the Banks), request the Borrower shall have the right, subject to the terms and conditions set forth below, to increase the aggregate amount of the Commitments in multiples of $5,000,000; provided that the Total amount of such increase when added to the aggregate amount of all such prior increases in the Commitments hereunder (including by way of creating new Commitments), on or after the Effective Date, does not exceed $250,000,000. (b) Any such increase in the Commitments (the “Incremental Commitments”) hereunder shall apply, at the option of the Borrower, (x) to the Commitment of one or more Banks; provided that (i) the Administrative Agent and each Bank the Commitment of which is to be increased by an aggregate shall consent to such increase, (ii) the amount not set forth on the Commitment Schedule opposite the name of each Bank the Commitment of which is being so increased shall be amended to exceed reflect the Incremental Facility Amount at such time. Upon the receipt increased Commitment of such request Bank and (iii) if any Committed Loans are outstanding at the time of such an increase, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of such increase, incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant to this Section 2.17 on such date) from all the Banks or (y) to the creation of a new Commitment of one or more institutions not then a Bank hereunder; provided that (i) such institution becomes a party to this Agreement as a Bank by execution and delivery to the Borrower and the Administrative Agent of counterparts of this Agreement, (ii) the Commitment Schedule shall be amended to reflect the Commitment of such new Bank, (iii) if requested by such new Bank, the Borrower shall issue a Note to such new Bank in conformity with the provisions of Section 2.05, (iv) if any Committed Loans are outstanding at the time of the creation of such Commitment of such Bank, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of the creation of such Commitment, incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant to this Section 2.17 on such date) from all the Banks and (v) if such institution is neither a banking institution nor an affiliate of a Bank, such institution must be consented to by the Administrative Agent. The date on which the conditions set forth in this paragraph are satisfied is the “Increased Amount Date” and each such Bank providing an Incremental Commitment, an “Incremental Bank”. (c) On any Increased Amount Date on which any Incremental Commitments are effective, subject to the satisfaction of the foregoing conditions, each Incremental Bank shall become a Bank hereunder with respect to its Incremental Commitment and the Incremental Loans made pursuant thereto. (d) The Administrative Agent shall deliver a copy notify the Banks promptly upon receipt of the Borrower’s notice of the Increased Amount Date and in respect thereof to each Lender. Such notice of Incremental Commitments and the Incremental Banks. (e) The terms and provisions of the Incremental Commitments and any Borrowing in respect of such Incremental Commitments shall be, except as otherwise set forth herein, identical to the Commitments on the Effective Date and any other Loans made under this Agreement. (f) It is understood that any increase in the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice Commitments pursuant to the second sentence this Section 2.17 shall not constitute an amendment of this paragraph, Agreement or the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting LendersNotes.

Increase of Commitments. (a) El Paso may, by written notice Subject to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), the Borrower shall have the right to request increases in the aggregate amount of the Commitments (provided that there shall be no more than three such increases in the Commitments and after giving effect to any such increase in the Borrowers Commitments pursuant to this Section, the aggregate amount of the Commitments shall not exceed $1,500,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $35,000,000 and each Augmenting integral multiples of $10,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. In the event a new Lender or Lenders become a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Sections 2.2.(e) or 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute all such documentation documents and agreements as the Administrative Agent may reasonably request and (b) the Borrower shall reasonably specify to evidence make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such within 2 Business Days of the effectiveness of the applicable increase may be made in an the aggregate amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersof Commitments.

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

Increase of Commitments. (a) El Paso The Company and any one or more Banks (including New Banks) may, by written notice to the Administrative Agentat any time when no Default or Event of Default has occurred and is continuing, request agree that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative AgentBanks shall make, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth obtain or increase the amount of their Commitments by executing and delivering to the requested Agent an Increased Commitment Notice specifying (i) the amount of such increase and (which ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 364-Day Revolving Facility (or any facility that replaces or refinances the 364-Day Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in minimum increments of $1,000,000 and a minimum amount of at least $10,000,000 or equal 10,000,000. No Bank shall have any obligation to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, participate in any eventincrease described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank financial institution or other entity being called an “Augmenting Lender”)which, which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to with the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval consent of the Administrative Company, the Agent and the each Issuing Bank (which approvals consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Borrowers Agent (including as to the initial interest applicable to such Loans), and each Augmenting Lender payments of principal, interest and fees under this Agreement shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made by the Company to give effect to such procedures and the timing of such increased Commitments. On each Increased Commitment Closing Date, participating interests in an amount that is less than Letters of Credit shall be adjusted as directed by the increase requested by El Paso if El Paso is unable Agent to arrange for, reflect the then respective Commitment Percentages of the Banks. Payments to the Banks in respect of the Loans and Letters of Credit will be made to give effect to the allocations or chooses not to arrange for, Augmenting Lendersreallocations described in this subsection.

Increase of Commitments. (a) El Paso mayIf no Default, Event of Default or Material Adverse Change shall have occurred and be continuing at the time of delivery of the Commitment Increase Notice, the Borrower may at any time and from time to time request an increase of the aggregate Commitments by written notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt Agent in writing of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested such proposed increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its a “Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting LenderIncrease Notice”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that (i) each Augmenting such increase shall be at least $10,000,000, (ii) the cumulative increase in Commitments after the Effective Date pursuant to this Section 2.19 shall not exceed $200,000,000 without the approval of the Required Lenders, (iii) the Commitment of any Lender may not be increased without such Lender’s consent, and (iv) the aggregate amount of the Lenders’ Commitments shall not exceed $1,200,000,000 without the approval of the Required Lenders. Following any Commitment Increase Notice, the Borrower may, in its sole discretion, but with the consent of the Administrative Agent, each Issuing Bank and the Swingline Lender as to any Person that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank at such time a Lender (which approvals consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of the increased Commitments pursuant to paragraph (b) or (c) below, as applicable. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers Borrower of its desire to offer such increased Commitments to certain existing Lenders, to the additional banks or financial institutions identified therein or such additional banks or financial institutions identified by the Administrative Agent and each Augmenting Lender shall execute all such documentation as approved by the Borrower, the Administrative Agent shall reasonably specify notify such proposed lenders of the opportunity to evidence participate in all or a portion of such Augmenting increased Commitments. (b) Any Lender that accepts an offer to it by the Borrower to increase its Commitment pursuant to this Section 2.19 shall, in each case, execute a Commitment Increase Agreement, in substantially the form attached hereto as Exhibit C, with the Borrower and the Administrative Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and the definition of Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed to be amended to reflect such increase. No Lender shall have any obligation whatsoever to agree to increase its Commitment. Each Commitment Increase Agreement shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other increasing Lenders. (c) Any additional bank or financial institution that the Borrower selects to offer participation in the increased Commitments shall execute and deliver to the Administrative Agent a New Lender Agreement (a “New Lender Agreement”), in substantially the form attached hereto as Exhibit D, setting forth its Commitment, and upon the effectiveness of such New Lender Agreement, such bank or financial institution (a “New Lender’s Commitment and/or its status as ”) shall become a Lender hereunderfor all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender and the definition of Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed amended to increase the aggregate Commitments of the Lenders by the Commitment of such New Lender, provided that the Commitment of any New Lender shall be an amount not less than $10,000,000. Any Each New Lender Agreement shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other New Lenders. (d) The effectiveness of any Commitment Increase Agreement or New Lender Agreement shall be contingent upon receipt by the Administrative Agent of corporate resolutions of the Borrower in form and substance reasonably satisfactory to the Administrative Agent. Once a Commitment Increase Agreement or New Lender Agreement becomes effective, the Administrative Agent shall reflect the increases in the Commitments effected by such agreements by appropriate entries in the Register. (e) Upon and after the effective date of any increase in the Commitments pursuant to this Section 2.19 (the “Re-Allocation Date”), additional Revolving Loans shall be made pro rata based on the respective Commitments of the Lenders in effect on or after such Re-Allocation Date, and continuations of Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto or, in the case of ABR Loan, on the date of such increase may based on the respective Commitments in effect prior to the Re-Allocation Date, and the making of new Loans of the same Type pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. (f) If on any Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be made in an amount that is less than paid thereon to the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersrespective Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding.

Increase of Commitments. (a) El Paso The Company may, at any time by written notice to the Administrative Agent, request that increase the Total total Commitments hereunder (each such increase being a “Commitment be increased Increase”) either by having a Bank increase its Commitment then in effect (each an aggregate amount “Increasing Bank”) or by adding as a Bank with a new Commitment hereunder a Person which is not to exceed then a Bank (each an “Assuming Bank”) in each case with the Incremental Facility Amount at such time. Upon the receipt consent of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof (not to each Lender. Such be unreasonably withheld), which notice shall set forth specify the name of each Increasing Bank and/or Assuming Bank, as applicable, the amount of the requested increase (which shall be in minimum increments of $1,000,000 Commitment Increase and a minimum amount of $10,000,000 the portion thereof being assumed by each such Increasing Bank or equal to the remaining Incremental Facility Amount) Assuming Bank, and the date on which such increase Commitment Increase is requested to become be effective (the “Commitment Increase Date”) (which shall be not less than 10 days nor more than 60 days a Business Day at least three Business Days after the date delivery of such notice and which, in any event, must be on or 30 days prior to the Maturity Commitment Termination Date), and shall offer each Lender ; provided that: (i) the opportunity to increase its Commitment by its Applicable Percentage minimum amount of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date increase of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “any Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed)Bank, and the Borrowers and each Augmenting Lender minimum amount of the Commitment of any Assuming Bank, as part of any Commitment Increase shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is an integral multiple of $5,000,000 and not less than $10,000,000; (ii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder shall not exceed $2,950,000,000; (iii) no Default shall have occurred and be continuing on the relevant Commitment Increase Date; and (iv) the representations and warranties of the Borrowers set forth in Section 7 hereof shall be true and correct on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and provided, further, that no existing Bank shall be required to become an Increasing Bank unless it has delivered to the Administrative Agent the agreement referred to in clause (B) below, and then only for the increased Commitment set forth in such agreement. Each Commitment Increase (and the increase of the Commitment of each Increasing Bank and/or the new Commitment of each Assuming Bank, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date, of (A) a certificate signed by a duly authorized officer of the Company stating that the conditions with respect to such Commitment Increase under this Section have been satisfied and (B) an agreement, in the form of Exhibit H hereto, pursuant to which, effective as of such Commitment Increase Date, the Commitment of each such Increasing Bank shall be increased or each such Assuming Bank, as applicable, shall undertake a Commitment, duly executed by such Increasing Bank or Assuming Bank, as the case may be, and the Company and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each Increasing Bank and/or Assuming Bank referred to in clause (B) above, together with the certificate referred to in clause (A) above, the Administrative Agent shall give prompt notice of the relevant Commitment Increase to the Company and the Banks (including, if applicable, each Assuming Bank). On each Commitment Increase Date the Borrowers shall simultaneously (i) prepay in full the outstanding Syndicated Loans (if any) held by the Banks immediately prior to giving effect to the relevant Commitment Increase, (ii) if the Borrowers shall have so requested in accordance with this Agreement, borrow new Syndicated Loans from all Banks (including, if applicable, any Assuming Bank) such that, after giving effect thereto, the Syndicated Loans are held ratably by El Paso the Banks in accordance with their respective Commitments (after giving effect to such Commitment Increase) and (iii) pay to the Banks the amounts, if El Paso is unable to arrange forany, or chooses not to arrange for, Augmenting Lenderspayable under Section 5.05.

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

Increase of Commitments. (a) El Paso may, by written notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to With the prior written approval consent of the Administrative Agent and the Issuing Bank (which approvals consent shall not be unreasonably withheld or delayed), from time to time the Borrower may request to increase the Revolving Commitments in a minimum amount of $5,000,000, provided that the aggregate increase in the Revolving Commitments from the Effective Date shall not exceed $25,000,000. Any such request to increase the Revolving Commitments shall be deemed to be a certification by the Borrower that at the time of such request, there exists no Default and the Borrowers representations and each Augmenting warranties contained in Article III are true and correct as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date. Any request from the Borrower to increase the Revolving Commitments shall be implemented by one or more existing Lenders agreeing to increase their Revolving Commitments (provided that no Lender shall execute have any obligation to increase any of its Revolving Commitments) or by one or more new lenders agreeing to become a Lender hereunder or by any combination of the foregoing, as determined by the Administrative Agent in consultation with the Borrower. Prior to any such increase in the Revolving Commitments becoming effective, the Administrative Agent shall have received: (i) copies, certified by the secretary of each Borrower of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the increase in the Revolving Commitments; (ii) a certificate, signed by a Financial Officer of the Borrower, showing that after giving effect to the increase in the aggregate Revolving Commitments, no Default shall occur and the Borrower shall be in compliance with all covenants in this Agreement; (iii) copies of all governmental and nongovernmental consents, approvals, authorizations, declarations, registrations or filings required on the part of the Borrower or any Guarantor in connection with the increase in the Revolving Commitments, certified as true and correct in full force and effect as of the date of the increase by a duly authorized officer of the Borrower, or if none are required, a certificate of such documentation officer to that effect; (iv) evidence satisfactory to the Administrative Agent that no Material Adverse Effect shall have occurred with respect to the Borrower and its Subsidiaries since the most recent financial statements provided to the Lenders hereunder; (v) if requested by the Administrative Agent, a confirmation and consent from each Guarantor to the increase in the Revolving Commitments; and (vi) such other documents and conditions as the Administrative Agent shall or its counsel may have reasonably specify to evidence requested. On the effective date of any such Augmenting increase, (x) each Lender’s Commitment and/or pro rata share Revolving Exposure shall be adjusted to equal its status as a Lender hereunder. Any pro rata share determined after giving effect to such increase may and (y) all Revolving Loans will be made in an amount that is less than replaced with new Revolving Loans hereunder from the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting LendersLenders based on such adjusted pro rata share.

Increase of Commitments. (a) El Paso mayThe Borrower may from time to time after the Restatement Date, by written notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or provided four Business Days prior to the Maturity Increase Effective Date), executed by the Borrower and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution referred to in this Section being called an “Augmenting Increasing Lender”), which may include any LenderLender (acting in its sole discretion), cause new Commitments to extend be extended by the Increasing Lenders or cause the existing Commitments of the Increasing Lenders to be increased (any such extension or increase their existing Commitments being called a “Commitment Increase”), in an aggregate amount equal to the unsubscribed amountset forth in such notice; provided, howeverthat (i) the aggregate amount of the Commitment Increases becoming effective on any single date shall be at least $25,000,000 (or such lesser amount consented to by the Administrative Agent), that (ii) at no time shall the aggregate amount of Commitments, giving effect to the Commitment Increases effected pursuant to this paragraph, exceed $1,600,000,000, (iii) each Augmenting Increasing Lender, if not already a Lender hereunder, (that is not an existing LenderA) shall be subject to the prior written approval of the Administrative Agent and the each Issuing Bank (which approvals approval shall not be unreasonably withheld or delayed), (B) shall complete an Administrative Questionnaire and (C) shall become a party hereto by completing and delivering to the Administrative Agent, not later than 11:00 a.m., New York City time, on the Increase Effective Date, a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrowers Borrower (an “Accession Agreement”). New Commitments and each Augmenting increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this paragraph. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (x) such Increasing Lender shall execute thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded to, and shall be subject to all obligations of, a Lender hereunder and (y) Schedule 2.01 shall be deemed to have been amended to reflect the Commitments of such documentation Increasing Lender as provided in such Accession Agreement. Upon the effectiveness of any Commitment Increase with respect to a Lender already a party hereto, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. For the avoidance of doubt, no Lender may be made an Increasing Lender without its consent. (b) On the Increase Effective Date, which shall not be less than 30 days prior to the Maturity Date, (i) the aggregate principal amount of the Loans outstanding immediately prior to giving effect to the applicable Commitment Increase on the Increase Effective Date (the “Initial Loans”) shall be deemed to be repaid, (ii) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types, in the currencies and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (iii) each Lender shall pay to the Administrative Agent in same day funds and in the applicable currencies of the relevant Borrowings an amount equal to the difference, if positive, between (A) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase), of the Subsequent Borrowings and (B) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase), of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall reasonably specify pay to evidence each Lender the portion of such Augmenting funds that is equal to the difference, if positive, between (A) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment and/or Increase), of the Initial Loans and (B) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase), of the amount of the Subsequent Borrowings, (v) each Increasing Lender and each other Lender shall be deemed to hold its status Applicable Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (vi) the Borrower shall pay each Lender any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurocurrency Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result. Notwithstanding the foregoing, the Administrative Agent may, in its discretion, implement other procedures (such as non-pro rata Borrowings while current Interest Periods are in effect) in order to minimize or eliminate LIBOR breakage costs in connection with any such increase. (c) Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied (with all references in such paragraphs to a Lender hereunder. Any Borrowing being deemed to be references to such increase may be made in an amount increase) and the Administrative Agent shall have received, not later than 11:00 a.m., New York City time, on the Increase Effective Date, a certificate to that is less than the increase requested effect dated such date and executed by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersa Financial Officer of each Loan Party.

Increase of Commitments. (a) El Paso mayIf no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrower may at any time and from time to time request an increase of the aggregate Commitments by written notice to the Administrative AgentAgent in writing, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth in the amount of such proposed increase request, substantially in the requested increase form of Exhibit 2.17(a) (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its a “Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting LenderIncrease Notice”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that (i) each Augmenting Lender such increase shall be at least $5,000,000, (ii) the cumulative increase in Commitments pursuant to this Section 2.17 shall not exceed $75,000,000 without the approval of the Majority Banks, (iii) the Commitment of any Bank may not be increased without such Bank’s consent, and (iv) the aggregate amount of the Banks’ Commitments shall not exceed $325,000,000 without the approval of the Majority Banks. Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitment. If any portion of the increased Commitment is not subscribed for by such Banks, the Borrower may, in its sole discretion, but with the consent of the Agent as to any Person that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing at such time a Bank (which approvals consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) or (c) below, as applicable. (b) Any additional bank or financial institution that the Borrower selects to offer participation in the increased Commitment shall become a party to this Agreement by executing and delivering to the Agent an agreement, substantially in the form of Exhibit 2.17(b) (a “New Bank Agreement”) setting forth its Commitment, whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the Borrowers signature pages hereof shall be deemed to be amended to add the name of such New Bank and the definition of Commitment in Annex A hereof shall be deemed amended to increase the aggregate Commitments of the Banks by the Commitment of such New Bank, provided that the Commitment of any New Bank shall be an amount not less than $5,000,000. (c) Any Bank that accepts an offer to it by the Borrower to increase its Commitment pursuant to this Section 2.17 shall, in each Augmenting Lender case, execute a Commitment Increase Agreement with the Borrower and the Agent, whereupon such Bank shall execute all be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and the definition of Commitment in Annex A hereof shall be deemed to be amended to reflect such documentation increase. (d) The effectiveness of any New Bank Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Borrower and legal opinions of counsel to the Borrower as the Administrative Agent shall reasonably specify request with respect thereto, in each case in form and substance reasonably satisfactory to evidence such Augmenting Lenderthe Agent. (e) If any bank or financial institution becomes a New Bank pursuant to Section 2.17(b) or any Bank’s Commitment and/or its status as a Lender hereunder. Any such increase may is increased pursuant to Section 2.17(c), additional Loans made on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata based on their respective Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Bank and/or Banks with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Eurodollar Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto and the making of new Loans of the same Type pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. (f) If on any Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans or ABR Loans, (i) any such ABR Loans shall be reallocated immediately among the Banks (including any New Banks and any Banks that is less than have executed a Commitment Increase Agreement) so that all Borrowing and Loans that are outstanding are pro rated based on each Bank’s Commitment, after giving effect to the increase requested by El Paso if El Paso is unable Re-Allocation Date, and (ii) any such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to arrange forprepay any thereof in accordance with the applicable provisions of this Agreement), or chooses not and interest on and repayments of all Loans will be paid thereon to arrange for, Augmenting Lendersthe respective Banks holding same pro rata based on the respective principal amounts thereof outstanding.

Increase of Commitments. (a) El Paso may, by By written notice sent to the Administrative AgentAgent (which the Agent shall promptly distribute to the Banks), the Company may request that an increase of the Total Commitment be increased by Commitments one or more times under this Section 2.16 up to an aggregate increased amount not to exceed $10,000,000 (i.e., to Total Commitments not to exceed $100,000,000); provided that (i) no Unmatured Default or Default exists and (ii) the Incremental Facility Amount at Total Commitments shall not have been reduced, nor shall the Company have given notice of any such timereduction under Section 2.4. Upon At any time that the receipt of such request Total Commitments are to be increased pursuant to this Section 2.16, one or more financial institutions, each as approved by the Administrative AgentCompany and the Agent (a "New Bank"), or any existing Bank, may commit to provide an amount equal to the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the aggregate amount of the requested increase (which the "Increase Amount"); provided, that the Commitment of each New Bank shall be in minimum increments of at least $1,000,000 5,000,000 and a minimum if any existing Bank increases its Commitment, the amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in at least $2,000,000. No existing Bank shall have any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity obligation to increase its Commitment by its Applicable Percentage under this Section 2.16, without the consent of such Bank. Upon receipt of notice from the proposed increased amount. Each Lender shall, by notice Agent to El Paso the Banks and the Administrative Agent given not more than 10 days after Company that the date of the Administrative Agent’s noticeBanks, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (sufficient Banks and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event thatNew Banks, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence commit to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; providedIncrease Amount, however, then: provided that each Augmenting Lender (that is not an existing Lender) shall be subject no Unmatured Default or Default exists at such time or after giving effect to the prior written approval of requested increase, the Administrative Company, the Agent and the Issuing Bank Banks willing to increase their respective Commitments and the New Banks (which approvals if any) shall execute and deliver an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit "H". If all existing Banks shall not be unreasonably withheld or delayed)have provided their Ratable Share of the requested increase, and on the Borrowers and each Augmenting Lender effective date of the Increased Commitment Supplement, the Company shall execute all such documentation as the Administrative Agent request a borrowing hereunder which shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made only by the Banks who have increased their Commitment and, if applicable, the New Banks. The proceeds of such borrowing shall be utilized by the Company to repay the Banks who did not agree to increase their Commitments, such borrowing and repayments to be in amounts sufficient so that after giving effect thereto, the Loans shall be held by the Banks in accordance with their respective Ratable Shares. The Company agrees to exchange the Note of each existing Bank that has increased its Commitment under this Section 2.16 for a new Note payable to the order of such Bank in the amount of its increased Commitment. The Company agrees to execute and deliver new Notes to each New Bank that has provided a new Commitment under this Section 2.16 in an amount that equal to such new Commitment. Section 2.5. AMENDMENT TO SECTION 5.3. Section 5.3 of the Agreement is less than the increase requested by El Paso if El Paso is unable amended in its entirety to arrange for, or chooses not to arrange for, Augmenting Lenders.read as follows:

Increase of Commitments. The Borrower shall have the right at any time during the term of this Agreement to request increases in the aggregate amount of the Commitments (aprovided that the aggregate amount of the Commitments after giving effect to any increases pursuant to this Section shall not exceed $750,000,000) El Paso may, by providing written notice to the Administrative Agent, request that which notice shall be irrevocable once given. Each such increase in the Total Commitment Commitments must be increased by in an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) 25,000,000 and the date on which such increase is requested to become effective (which integral multiples of $5,000,000 in excess thereof. No Lender shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity required to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any new Lender that does not deliver becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a notice within such period of 10 days shall be deemed new Lender becomes a party to have declined this Agreement, or if any existing Lender agrees to increase its Commitment). In the event that, such Lender shall on the 10th day date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case as determined after the Administrative Agent shall have delivered a notice pursuant giving effect to the second sentence increase of this paragraphCommitments) of any outstanding Revolving Loans, the Increasing Lenders shall have agreed pursuant by making available to the preceding sentence to increase their Commitments by Agent for the account of such other Lenders at the Principal Office, in same day funds, an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; providedsum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.4.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, howeverif any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto (or increasing its Commitment) and the Borrower shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each Augmenting Lender (that is not an existing new Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the Borrowers and each Augmenting Lender shall execute all amount of such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such within 2 Business Days of the effectiveness of the applicable increase may be made in an the aggregate amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersof Commitments.

Increase of Commitments. (a) El Paso may, by written Upon at least five days’ prior notice to the Administrative AgentAgent (which notice the Administrative Agent shall promptly transmit to each of the Banks), request that the Total Commitment be increased by an Borrower shall have the right, subject to the terms and conditions set forth below, to increase the aggregate amount of the Commitments in multiples of $5,000,000; provided that (i) such increase may be effected by increasing the Commitment, so long as such increase satisfies all terms and conditions herein, including, but not limited to, this Section 2.17, (ii) the amount of such increase when added to the aggregate amount of all such prior increases in the Commitments hereunder (including by way of creating new Commitments), on or after the Amendment Effective Date, does not exceed the sum of $500,000,000 and the amount of any Commitments terminated by the Borrower pursuant to Section 2.19(c) and (iii) the total aggregate amount of Commitments hereunder does not, at any time, exceed $2,200,000,000. (b) Any such increase in the Commitments (the “Incremental Facility Amount Commitments”) hereunder shall apply, at such time. Upon the receipt option of such request by the Borrower, (x) to the Commitment of one or more Banks; provided that (i) the Administrative Agent, each Issuing Bank and each Bank the Administrative Agent Commitment of which is to be increased shall deliver a copy thereof consent to each Lender. Such notice shall such increase, (ii) the amount set forth on the amount Commitment Schedule opposite the name of each Bank the requested increase (Commitment of which is being so increased shall be in minimum increments amended to reflect the increased Commitment of $1,000,000 such Bank and a minimum amount (iii) if any Committed Loans are outstanding at the time of $10,000,000 or equal such an increase, the Borrower will, notwithstanding anything to the remaining Incremental Facility Amount) and the date contrary contained in this Agreement, on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice increase, incur and which, repay or prepay one or more Committed Loans from the Banks in any event, must such amounts so that after giving effect thereto the Committed Loans shall be outstanding on or prior a pro rata basis (based on the Commitments of the Banks after giving effect to the Maturity Date), changes made pursuant to this Section 2.17 on such date) from all the Banks or (y) to the creation of a new Commitment of one or more institutions not then a Bank hereunder; provided that (i) such institution becomes a party to this Agreement as a Bank by execution and shall offer each Lender delivery to the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso Borrower and the Administrative Agent given not more than 10 days after of counterparts of this Agreement, (ii) the Commitment Schedule shall be amended to reflect the Commitment of such new Bank, (iii) if requested by such new Bank, the Borrower shall issue a Note to such new Bank in conformity with the provisions of Section 2.05, (iv) if any Committed Loans are outstanding at the time of the creation of such Commitment of such Bank, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of the Administrative Agent’s noticecreation of such Commitment, either agree to increase its Commitment by all incur and repay or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for prepay one or more banks or other entities Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend based on the Commitments or increase their existing Commitments in an aggregate amount equal of the Banks after giving effect to the unsubscribed amount; providedchanges made pursuant to this Section 2.17 on such date) from all the Banks and (v) if such institution is neither a banking institution nor an affiliate of a Bank, however, that each Augmenting Lender (that is not an existing Lender) shall such institution must be subject consented to the prior written approval of by the Administrative Agent and the Issuing Bank. The date on which the conditions set forth in this paragraph are satisfied is the “Increased Amount Date” and each such Bank providing an Incremental Commitment, an “Incremental Bank”. (c) On any Increased Amount Date on which approvals any Incremental Commitments are effective, subject to the satisfaction of the foregoing conditions, each Incremental Bank shall not be unreasonably withheld or delayed), become a Bank hereunder with respect to its Incremental Commitment and the Borrowers and each Augmenting Lender shall execute all such documentation as the incremental loans made pursuant thereto. (d) The Administrative Agent shall reasonably specify notify the Banks promptly upon receipt of the Borrower’s notice of the Increased Amount Date and in respect thereof of Incremental Commitments and the Incremental Banks. (e) The terms and provisions of the Incremental Commitments and any Borrowing in respect of such Incremental Commitments shall be, except as otherwise set forth herein, identical to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any the Commitments on the Amendment Effective Date and any other Loans made under this Agreement. (f) It is understood that any increase in the amount of the Commitments pursuant to this Section 2.17 shall not constitute an amendment of this Agreement or the Notes and that no Bank shall have any obligation to participate in such increase may be made except in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersits absolute and sole discretion.

Increase of Commitments. (a) El Paso mayAt any time after the Closing Date, by written notice to provided that no Event of Default shall have occurred and be continuing, the Administrative Agent, Company may request that an increase of the Total Commitment be increased by notice thereof to the Agent in writing (such notice, a “Commitment Increase Notice”), in an aggregate amount not to exceed less than $25,000,000 nor more than $250,000,000 in the Incremental Facility Amount at such timeaggregate. Upon The Agent will provide the receipt Lenders with notice of such request Commitment Increase Notice. Such increase shall be allocated between the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by the Administrative AgentBorrower, provided, following any such increase, the Administrative Agent Acquisition Loan Commitment shall deliver a copy thereof to each Lender. Such notice shall set forth the amount not exceed 19% of the requested increase (which Total Commitment. Any such Commitment Increase Notice shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal form reasonably satisfactory to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date)Agent, and shall must offer each Lender the opportunity to increase subscribe for its Commitment by its Applicable Percentage pro rata share of each increased Commitment. If the Company does not receive either telephonic or written notice from the Agent that all of the proposed increased amount. Each Lender shall, Commitment is subscribed for by notice to El Paso and the Administrative Agent given not more than 10 days Lenders within fifteen (15) Business Days after the date delivery of the Administrative Agent’s noticeCommitment Increase Notice, either agree the Company may, in its sole discretion, but with the consent of the Agent as to increase its Commitment by any Person that is not at such time a Lender, offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the offered amount increased Commitments pursuant to Section 5.18(b) or Section 5.18(c), as applicable. (each Lender so agreeing being an b) Any additional bank or financial institution that the Company selects to offer participation in the increased Commitments, and that elects to become a party to this Agreement with the Company and the Agent (a “Increasing New Lender”), by the execution of an agreement (a “New Lender Agreement”) or decline substantially in the form of Exhibit 5.18(b), shall become a Lender for all purposes and to the same extent as if originally a party hereof and shall be bound by and entitled to the benefits of this Agreement. The Commitment of any such New Lender shall be in an amount not less than $10,000,000, and such Commitment must be comprised of both a Floor Plan Loan Commitment and an Acquisition Loan Commitment, both in the same ratio with respect to the Total Floor Plan Loan Commitment and the Total Acquisition Loan Commitment. (c) Any Lender that accepts an offer by the Company to increase its Commitment pursuant to this Section 5.18 shall, in each case, execute an agreement whereby it agrees to be bound by, and accept the benefits of, this Agreement and the other Loan Documents (a “Commitment Increase Agreement”) substantially in the form of Exhibit 5.18(c), with the Company and the Agent. Upon delivery to the Agent of one or more Commitment Increase Agreements, the Agent shall enter such New Lender and its Commitment in the Register and distribute a new Schedule 1.1 (a) reflecting the Commitment of such New Lender and the Total Commitment, as increased. (d) The effectiveness of any Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Company and legal opinions of counsel to the Company as the Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Agent. (e) Additional Loans made on or after the date that any bank or financial institution becomes a New Lender pursuant to Section 5.18(b) or any Lender’s Commitment is increased pursuant to Section 5.18(c) (the “Re-Allocation Date”) shall be made pro rata based on the Lenders’ respective Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender that does not deliver making an aggregate principal amount of Loans in excess of its Commitment, in which case such a notice within excess amount will be allocated to, and made by, such period New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of 10 days any Loans subject to an Interest Period outstanding on such Re-Allocation Date shall be deemed to have declined to increase its Commitment)effected by repayment of such Loans on the last day of the Interest Period applicable thereto and the making of new Loans pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. In the event thatthat on any such Re-Allocation Date there is an unpaid principal amount of any Loans subject to an Interest Period, on such Loans shall remain outstanding with the 10th day after respective holders thereof until the Administrative Agent shall have delivered a notice pursuant expiration of their respective Interest Periods (unless the Company elects to prepay any thereof in accordance with the second sentence applicable provisions of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayedAgreement), and interest on and repayments of such Loans will be paid thereon to the Borrowers and each Augmenting respective Lenders holding such Loans pro rata based on the respective principal amounts thereof outstanding. (f) Notwithstanding anything to the contrary in this Section 5.18, (i) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and (ii) after giving effect to any increase in the Commitments pursuant to this Section 5.18, the aggregate amount of the Commitments shall not exceed $1,950,000,000. (g) The Company shall execute all such documentation as and deliver a Note or Notes to each New Lender and replacement Notes to Lenders signing a Commitment Increase Agreement in the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersof said Persons’ Commitments.

Increase of Commitments. (a) El Paso may, by written Upon at least five days’ prior notice to the Administrative AgentAgent (which notice the Administrative Agent shall promptly transmit to each of the Banks), request that the Total Commitment be increased by an Borrower shall have the right, subject to the terms and conditions set forth below, to increase the aggregate amount of the Commitments in multiples of $5,000,000; provided that (i) such increase may be effected by increasing the 2019 Commitment, the 2021 Commitment or any combination of the foregoing, so long as such increase satisfies all terms and conditions herein, including, but not limited to, this Section 2.17, (ii) the amount of such increase when added to the aggregate amount of all such prior increases in the Commitments hereunder (including by way of creating new Commitments), on or after the Amendment Effective Date, does not exceed the sum of $500,000,000 and the amount of any Commitments terminated by the Borrower pursuant to Section 2.19(c) and (iii) the total aggregate amount of Commitments hereunder does not, at any time, exceed $2,200,000,000. (b) Any such increase in the Commitments (the “Incremental Facility Amount Commitments”) hereunder shall apply, at such time. Upon the receipt option of such request by the Borrower, (x) to the Commitment of one or more Banks; provided that (i) the Administrative Agent, each Issuing Bank and each Bank the Administrative Agent Commitment of which is to be increased shall deliver a copy thereof consent to each Lender. Such notice shall such increase, (ii) the amount set forth on the amount Commitment Schedule opposite the name of each Bank the requested increase (Commitment of which is being so increased shall be in minimum increments amended to reflect the increased Commitment of $1,000,000 such Bank and a minimum amount (iii) if any Committed Loans are outstanding at the time of $10,000,000 or equal such an increase, the Borrower will, notwithstanding anything to the remaining Incremental Facility Amount) and the date contrary contained in this Agreement, on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice increase, incur and which, repay or prepay one or more Committed Loans from the Banks in any event, must such amounts so that after giving effect thereto the Committed Loans shall be outstanding on or prior a pro rata basis (based on the Commitments of the Banks after giving effect to the Maturity Date), changes made pursuant to this Section 2.17 on such date) from all the Banks or (y) to the creation of a new Commitment of one or more institutions not then a Bank hereunder; provided that (i) such institution becomes a party to this Agreement as a Bank by execution and shall offer each Lender delivery to the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso Borrower and the Administrative Agent given not more than 10 days after of counterparts of this Agreement, (ii) the Commitment Schedule shall be amended to reflect the Commitment of such new Bank, (iii) if requested by such new Bank, the Borrower shall issue a Note to such new Bank in conformity with the provisions of Section 2.05, (iv) if any Committed Loans are outstanding at the time of the creation of such Commitment of such Bank, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of the Administrative Agent’s noticecreation of such Commitment, either agree to increase its Commitment by all incur and repay or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for prepay one or more banks or other entities Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend based on the Commitments or increase their existing Commitments in an aggregate amount equal of the Banks after giving effect to the unsubscribed amount; providedchanges made pursuant to this Section 2.17 on such date) from all the Banks and (v) if such institution is neither a banking institution nor an affiliate of a Bank, however, that each Augmenting Lender (that is not an existing Lender) shall such institution must be subject consented to the prior written approval of by the Administrative Agent and the Issuing Bank. The date on which the conditions set forth in this paragraph are satisfied is the “Increased Amount Date” and each such Bank providing an Incremental Commitment, an “Incremental Bank”. (c) On any Increased Amount Date on which approvals any Incremental Commitments are effective, subject to the satisfaction of the foregoing Issuing Bank, as applicable. The Administrative Agent shall notify the Banks of any such replacement or addition, as applicable, of an Issuing Bank. Where an Issuing Bank is replaced, at the time such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for account of the replaced Issuing Bank. Furthermore, from and after the effective date of such replacement, the successor Issuing Bank, shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter. References herein to the term “Issuing Bank” shall be deemed to refer to any successor or additional Issuing Bank, as applicable, or to any previous Issuing Bank, or to any successor or additional Issuing Banks, as applicable, and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify required to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersissue additional Letters of Credit.

Increase of Commitments. With the prior consent of the Agent, the Borrower shall have the right at any time and from time to time to request increases in the aggregate amount of the Commitments (aprovided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $500,000,000) El Paso may, by providing written notice to the Administrative Agent, request that which notice shall be irrevocable once given. Each such increase in the Total Commitment Commitments must be increased by in an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which integral multiples of $1,000,000 in excess thereof. No Lender shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity required to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any new Lender that does not deliver becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a notice within such period of 10 days shall be deemed new Lender becomes a party to have declined this Agreement, or if any existing Lender agrees to increase its Commitment). In the event that, such Lender shall on the 10th day date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case as determined after the Administrative Agent shall have delivered a notice pursuant giving effect to the second sentence increase of this paragraphCommitments) of any outstanding Revolving Loans and Letter of Credit Liabilities, the Increasing Lenders shall have agreed pursuant by making available to the preceding sentence to increase their Commitments by Agent for the account of such other Lenders at the Principal Office, in same day funds, an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; providedsum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of (A) the Borrower shall certify to any Person to become a Lender or any Lender increasing the amount of its Commitment whether (x) a Default or Event of Default exists on the effective date of such increase and (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not true or correct on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date) and (B) if a Default or Event of Default exists or any such representation or warranty is not true or correct on the effective date of such increase, howeverany Person to become a Lender or any Lender to increase the amount of its Commitment may in its sole discretion elect not to do so. In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each Augmenting Lender (that is not an existing new Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the Borrowers and each Augmenting Lender shall execute all amount of such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such within 2 Business Days of the effectiveness of the applicable increase may be made in an the aggregate amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersof Commitments.

Increase of Commitments. (a) El Paso mayIf, prior to and after giving effect to any increase in the Commitments pursuant to this Section 2.19, no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, Borrower may at any time and from time to time, request an increase of the aggregate Commitments by written notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt Agent in writing of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested such proposed increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its a “Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting LenderIncrease Notice”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that (i) each Augmenting Lender (that is not an existing Lender) such increase shall be subject at least $10,000,000, (ii) the aggregate cumulative increase in Commitments pursuant to this Section 2.19 shall not exceed $200,000,000, (iii) the prior written approval sum of the Commitments of all Lenders under this Agreement shall not exceed $500,000,000, (iv) the Commitment of any Lender may not be increased without such Lender’s consent, which consent may be withheld in such Lender’s sole and absolute discretion, and (v) the Market Value is equal to or greater than four (4) times the Threshold Value (calculated at the time of, and after giving effect to, such increase). If the conditions in clauses (i) through (v) above have been satisfied, the Borrower may, in its sole discretion, but with the consent of the Administrative Agent and the Issuing Bank as to any Person that is not at such time a Lender (which approvals consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of the increased Commitments pursuant to paragraph (c) below by notifying the Administrative Agent. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrower of its desire to offer increased Commitments to certain existing Lenders, to the additional banks or to financial institutions identified therein or such additional banks or financial institutions identified by the Administrative Agent and approved by the Borrower, the Administrative Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (b) Any Lender that accepts an offer to it by the Borrower to increase its Commitment pursuant to this Section 2.19 shall, in each case, execute an agreement (a “Commitment Increase Agreement”), in substantially the form attached hereto as Exhibit G, with the Borrower and the Borrowers and each Augmenting Administrative Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and the definition of Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed to be amended to reflect such increase. Any Lender that fails to timely execute and deliver a Commitment Increase Agreement as reasonably requested by the Administrative Agent shall be deemed to have rejected Borrower’ offer to increase its Commitment. Any additional bank or financial institution that the Borrower selects to offer participation in the increased Commitments shall execute and deliver to the Administrative Agent a New Lender Agreement (a “New Lender Agreement”), in substantially the form attached hereto as Exhibit H, setting forth its Commitment, and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such documentation New Lender and the definition of Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed amended to increase the aggregate Commitments of the Lenders by the Commitment of such New Lender, provided that the Commitment of any New Lender shall be an amount not less than $5,000,000. Each New Lender Agreement shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other New Lenders. Nothing contained in this Section 2.19 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder. (c) The effectiveness of any New Lender Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrower and legal opinions of counsel to the Borrower as the Administrative Agent shall reasonably specify request with respect thereto, in each case in form and substance reasonably satisfactory to evidence the Administrative Agent. Once a New Lender Agreement or Commitment Increase Agreement becomes effective, the Administrative Agent shall reflect the increases in the Commitments effected by such Augmenting agreements by appropriate entries in the Register. (d) If any bank or financial institution becomes a New Lender pursuant to Section 2.19(b) or any Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may is increased pursuant to Section 2.19(b), additional Revolving Credit Loans made on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata based on their respective Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount that of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments, to the extent of, and pro rata based on, their respective Commitments), and continuations of Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto or, in the case of ABR Loan(s), on the date of such increase, and the making of new Loans of the same Type pro rata based on the respective Commitments; provided, however, for purposes of Section 4.02, the making of such new Loans shall be deemed continuations of Borrowings. (e) If on any Re-Allocation Date there is less than an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the increase requested by El Paso if El Paso is unable respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to arrange forprepay any thereof in accordance with the applicable provisions of this Agreement), or chooses not and interest on and repayments of such Eurodollar Loans will be paid thereon to arrange for, Augmenting Lendersthe respective Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding.

Increase of Commitments. PROVIDED that no Default shall have occurred and be continuing, the Company shall have the right, without the consent of the Banks but subject to the approval of the Agent (which consent shall not be unreasonably withheld), to effectuate from time to time an increase in the Aggregate Commitment under the Credit Agreement by adding to the Credit Agreement one or more commercial banks or other financial institutions (who shall, upon completion of the requirements stated in this SECTION 6, constitute Banks hereunder), or by allowing one or more Banks to increase their Commitments hereunder, so that such added and increased Commitments shall equal the increase in Commitments effectuated pursuant to this SECTION 6; PROVIDED that (a) El Paso mayno increase in Commitments pursuant to this SECTION 6 shall result in the Aggregate Commitment exceeding $350,000,000, by written notice to the Administrative Agent, request that the Total (b) no Bank's Commitment amount shall be increased by an aggregate amount not to exceed without the Incremental Facility Amount at such time. Upon the receipt consent of such request by Bank, and (c) on the Administrative Agenteffective date of any such increase in Aggregate Commitment, there are no outstanding Eurodollar Loans. The Company shall give the Administrative Agent shall deliver a copy thereof three Business Days' notice of the Company's intention to each Lenderincrease the Aggregate Commitment pursuant to this SECTION 6. Such notice shall set forth specify each new commercial bank or other financial institution, if any, the amount changes in amounts of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date)Commitments that will result, and shall offer each Lender such other information as is reasonably requested by the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amountAgent. Each Lender shallnew commercial bank or other financial institution, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so Bank agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In , shall execute and deliver to the event that, on Agent a document satisfactory to the 10th day after the Administrative Agent shall have delivered a notice pursuant to which it becomes a party hereto or increases its Commitment, as the second sentence case may be, which document, in the case of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such a new commercial bank or other entity being called an “Augmenting Lender”)financial institution, which shall (among other matters) specify the domestic lending office and Eurodollar lending office of such new commercial bank or other financial institution. In addition, the Company shall execute and deliver a Note in the principal amount of the Commitment of each new commercial bank or other financial institution, or, against delivery to it of such Bank's existing Note, a replacement Note in the principal amount of the increased Commitment of each Bank agreeing to increase its Commitment, as the case may include any Lender, be. Such Notes and other documents of the nature referred to extend Commitments or increase their existing Commitments in an aggregate amount equal this SECTION 6 shall be furnished to the unsubscribed amount; providedAgent in form and substance as may be reasonably required by it. Upon the execution and delivery of such documents, howeversuch new commercial bank or financial institution shall constitute a "Bank" under the Credit Agreement with a Commitment as specified therein, that each Augmenting Lender (that is not an existing Lender) or such Bank's Commitment shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed)increase as specified therein, and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase case may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersbe.

Increase of Commitments. (a) El Paso mayAt any time after the Closing Date, provided that no Default or Event of Default shall have occurred and be continuing, the Borrower may request from time to time one or more increases of the Commitments by written notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt Agent in writing of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of each such proposed increase (each such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the requested increase (which in the Commitments, and the Agent shall be promptly provide to each Bank a copy of any Commitment Increase Notice received by the Agent. Within 10 Business Days after receipt by the Agent of the applicable Commitment Increase Notice, each Bank wishing to subscribe for its pro rata share of the requested increase in minimum increments the Commitments must deliver written notice of $1,000,000 and a minimum amount of $10,000,000 or equal such fact to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in Agent. If any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to requested increase its Commitment (and any Lender that does in the Commitments is not deliver such a notice subscribed for by the Banks within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th 10-day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphperiod, the Increasing Lenders shall have agreed pursuant Borrower may, in its sole discretion, but with the consent of the Agent as to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (Person that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing at such time a Bank (which approvals consent shall not be unreasonably withheld or delayeddelayed so long as such Person is an Eligible Assignee), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the requested increase in the Commitments pursuant to Section 2.4 (b) or (c) below, as applicable; (b) Any additional bank or financial institution that the Borrower selects to offer a participation in the unsubscribed portion of the increased Commitments, and that elects to become a party to this Agreement and obtain a Commitment, shall execute an agreement (a “New Bank Agreement”), in the form required by the Agent, with the Borrower and the Agent, whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes hereunder to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $5,000,000; (c) Any Bank that accepts an offer by the Borrower to increase its Commitment pursuant to this Section 2.4 shall, in each case, execute a commitment increase agreement (a “Commitment Increase Agreement”), in the form required by the Agent, with the Borrower and the Agent, whereupon such Bank shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and the signature pages hereof shall be deemed to be amended to reflect such increase in the Commitment of such Bank; (d) The effectiveness of any New Bank Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Borrower and legal opinions of in-house counsel to the Borrower, if any, as the Agent shall reasonably request with respect thereto; (e) If any bank or financial institution becomes a New Bank pursuant to Section 2.4(b) or if any Bank’s Commitment is increased pursuant to Section 2.4(c), additional Loans and additional liability for Facility Letters of Credit made or issued on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata based on each Bank’s (including each New Bank’s) respective Commitment in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings or incurring of liability would result in any Bank making an aggregate principal amount of Loans and incurring liability for the Facility Letters of Credit in excess of its Commitment, in which case such excess amount will be allocated to, and made or incurred by, such New Bank and/or Banks with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Eurodollar Rate Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Eurodollar Rate Loans on the Borrowers last day of the Rate Period applicable thereto and the extension of new Eurodollar Rate Loans pro rata based on the Banks’ respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are Alternate Base Rate Loans outstanding, the Borrower shall make prepayments thereof and borrow new Alternate Base Rate Loans so that, after giving effect thereto, the Alternate Base Rate Loans outstanding are held pro rata based on the Banks’ respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are Eurodollar Rate Loans outstanding, such Eurodollar Rate Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Rate Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Rate Loans will be paid thereon to the respective Banks holding such Eurodollar Rate Loans pro rata based on the respective principal amounts thereof outstanding; (f) Notwithstanding anything to the contrary in this Section 2.4, (i) no Bank shall have any obligation to increase its Commitment under this Section 2.4 unless it agrees in writing to do so in its sole discretion, (ii) no Bank shall have any right to decrease the amount of its Commitment as a result of any requested increase of the Commitments pursuant to this Section 2.4, (iii) the Agent shall have no obligation to find or locate any New Bank to participate in any unsubscribed portion of any increase in the Commitments requested by the Borrower, (iv) each Augmenting Lender increase in the Commitments requested by the Borrower shall not be less than $10,000,000, (v) after giving effect to any increase in the Commitments pursuant to this Section 2.4, the sum of the Commitments shall not exceed $500,000,000, and (vi) in the event the Borrower reduces the Commitments pursuant to Section 4.6 or any other provision of this Agreement more than one time during the term of this Agreement, the ability of the Borrower to request increases in the Commitments pursuant to this Section 2.4 shall automatically terminate; and (g) The Borrower shall execute all and deliver to the Agent (for delivery by the Agent to each applicable Bank) a new Note payable to each applicable Bank (including each New Bank) participating in any increase of the Commitments in the original principal amount of such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting LenderBank’s Commitment and/or its status as a Lender hereunder. Any after giving effect to any such increase may be made in an amount that is less than of the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting LendersCommitments.

Increase of Commitments. (a) El Paso may, by written Upon at least five days’ prior notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Banks), the Borrower shall have the right, subject to the terms and conditions set forth below, to increase the aggregate amount of the Commitments in multiples of $5,000,000; provided that (i) the amount of such increase when added to the aggregate amount of all such prior increases in the Commitments hereunder (including by way of creating new Commitments), on or after the Effective Date, does not exceed the sum of $415,125,000 and the amount of any Commitments terminated by the Borrower pursuant to Section 2.19(c) and (ii) the total aggregate amount of Commitments hereunder does not, at any time, exceed $1,300,000,000. (b) Any such increase in the Commitments (the “Incremental Commitments”) hereunder shall apply, at the option of the Borrower, (x) to the Commitment of one or more Banks; provided that (i) the Administrative Agent, request that each Issuing Bank and each Bank the Total Commitment of which is to be increased by an aggregate shall consent to such increase, (ii) the amount not set forth on the Commitment Schedule opposite the name of each Bank the Commitment of which is being so increased shall be amended to exceed reflect the Incremental Facility Amount at such time. Upon the receipt increased Commitment of such request Bank and (iii) if any Committed Loans are outstanding at the time of such an increase, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of such increase, incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant to this Section 2.17 on such date) from all the Banks or (y) to the creation of a new Commitment of one or more institutions not then a Bank hereunder; provided that (i) such institution becomes a party to this Agreement as a Bank by execution and delivery to the Borrower and the Administrative Agent of counterparts of this Agreement, (ii) the Commitment Schedule shall be amended to reflect the Commitment of such new Bank, (iii) if requested by such new Bank, the Borrower shall issue a Note to such new Bank in conformity with the provisions of Section 2.05, (iv) if any Committed Loans are outstanding at the time of the creation of such Commitment of such Bank, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of the creation of such Commitment, incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant to this Section 2.17 on such date) from all the Banks and (v) if such institution is neither a banking institution nor an affiliate of a Bank, such institution must be consented to by the Administrative Agent. The date on which the conditions set forth in this paragraph are satisfied is the “Increased Amount Date” and each such Bank providing an Incremental Commitment, an “Incremental Bank”. (c) On any Increased Amount Date on which any Incremental Commitments are effective, subject to the satisfaction of the foregoing conditions, each Incremental Bank shall become a Bank hereunder with respect to its Incremental Commitment and the Incremental Loans made pursuant thereto. (d) The Administrative Agent shall deliver a copy notify the Banks promptly upon receipt of the Borrower’s notice of the Increased Amount Date and in respect thereof to each Lender. Such notice of Incremental Commitments and the Incremental Banks. (e) The terms and provisions of the Incremental Commitments and any Borrowing in respect of such Incremental Commitments shall be, except as otherwise set forth herein, identical to the Commitments on the Effective Date and any other Loans made under this Agreement. (f) It is understood that any increase in the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice Commitments pursuant to the second sentence this Section 2.17 shall not constitute an amendment of this paragraph, Agreement or the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting LendersNotes.

Increase of Commitments. (a) El Paso may, by written notice The Borrower may from time to time elect to increase the Administrative Agent, request that the Total Commitment be increased by aggregate Commitments in an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 50,000,000 or equal to an integral multiple thereof, so long as, after giving effect thereto, the remaining Incremental Facility Amount) and the date on which aggregate amount of all such increases does not exceed $250,000,000. The Borrower may arrange for any such increase is requested to become effective (which shall be not less than 10 days nor provided by one or more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount existing Lenders (each Lender so agreeing being such existing Lender, an “Increasing Lender”) ), or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks new banks, financial institutions or other entities (any each such bank new bank, financial institution or other entity being called entity, an “Augmenting New Lender”; provided that no Ineligible Institution may be a New Lender), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal or to provide new Commitments, as the unsubscribed amountcase may be; provided, however, provided that (i) each Augmenting New Lender (that is not an existing Lender) shall be subject to the prior written approval of the Borrower, the Administrative Agent and the Issuing Bank Lenders (which approvals shall such approval not to be unreasonably withheld withheld) and (ii) (x) in the case of an Increasing Lender, the Borrower, the Administrative Agent and such Increasing Lender execute an agreement substantially in the form of Exhibit E hereto, and (y) in the case of a New Lender, the Borrower, the Administrative Agent and such New Lender execute an agreement substantially in the form of Exhibit F hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.22. Increases and new Commitments created pursuant to this Section 2.22 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or delayed)New Lenders, and the Borrowers Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment of any Lender) shall become effective under this paragraph unless, on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (b) (including the representations and warranties set forth in Section 4.04) and (c) of Section 5.03 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower. On the effective date of any increase in the Commitments, (i) each Augmenting relevant Increasing Lender and New Lender shall execute all make available to the Administrative Agent such documentation amounts in immediately available funds as the Administrative Agent shall reasonably specify determine, for the benefit of the other Lenders, as being required in order to evidence cause, after giving effect to such Augmenting increase and the use of such amounts to make payments to such other Lenders, each Lender’s Commitment and/or portion of the outstanding Revolving Loans of all the Lenders to equal its status as a Lender hereunderApplicable Percentage of such outstanding Revolving Loans, and (ii) the existing Lenders shall be deemed to have assigned outstanding Revolving Loans to certain other Lenders, and such other Lenders shall be deemed to have purchased such outstanding Revolving Loans, in each case, to the extent necessary so that all of the Lenders participate in each outstanding borrowing of Revolving Loans pro rata on the basis of their respective Commitments. Any such increase may be made Nothing contained in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange forthis Section 2.22 shall constitute, or chooses not otherwise be deemed to arrange forbe, Augmenting Lendersa commitment on the part of any Lender to increase its Commitment hereunder at any time. Upon the effectiveness of any increase in Commitments pursuant to this Section 2.22, Schedule 2.01 hereto shall be automatically amended to reflect such increase. This Section 2.22 shall supersede any provisions in Section 10.02 to the contrary.

Increase of Commitments. The Borrower shall have the right at any time and from time to time from the Closing Date through and including the Termination Date to request increases in the Commitments (provided LEGAL02/33559407v8 (a) El Paso may, by written notice with respect to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt Letters of such request by the Administrative Agent, the Administrative Agent Credit shall deliver a copy thereof to each Lender. Such notice shall set forth the amount remain applicable following any increase of the requested increase (which Commitments in accordance with this Section 2.25. No Lender shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity required to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or may decline to increase its Commitment (and in its sole discretion. If any Lender that does not deliver shall fail to respond, such a notice within such period of 10 days shall be Lender will have deemed to have declined declined. The Agent shall allocate any increase in the Commitments to existing Lenders willing to increase their respective Commitments prior to the allocation of such requested increase to any new Lenders to become a party to this Agreement. All such allocations shall be in the Agent’s sole discretion but not in an amount in excess of each such Lender’s increased Commitment. If a new Lender becomes a party to this Agreement as provided herein, or if any existing Lender agrees to increase its Commitment). In the event that, such Lender shall on the 10th day date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its pro rata share (or in the case of an existing Lender, the increase in the amount of its pro rata share, in each case as determined after the Administrative Agent shall have delivered a notice pursuant giving effect to the second sentence increase of this paragraphthe Commitments) of any outstanding Loans, the Increasing Lenders shall have agreed pursuant by making available to the preceding sentence to increase their Commitments by Agent for the account of such other Lenders, in same day funds, an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; providedsum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, howeverif any, to such Lenders under Section 2.14 as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if the following conditions are not met immediately prior to such increase and immediately after giving effect thereto, (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents. In connection with any increase in the Commitments pursuant to this Section, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each Augmenting Lender (that is not an existing new Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the Borrowers and each Augmenting Lender shall execute all amount of such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any within five Business Days of such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting LendersLender’s request therefor.

Increase of Commitments. (a) El Paso may, by written notice to At any time after the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative AgentClosing Date, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one an existing Bank or more banks another bank or other entities (financial institution, with the consent of the Borrower as to any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (financial institution that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing at such time a Bank (which approvals consent shall not be unreasonably withheld or delayeddelayed so long as such bank or financial institution is an Eligible Assignee) to participate in a possible increase in the Commitments pursuant to the other terms and conditions of this Section 2.4; (b) Any such bank or financial institution that so elects to become a party to this Agreement and obtain a Commitment shall execute an agreement (a "New Bank Agreement"), in the form required by the Agent, with the Borrower and the Agent, whereupon such bank or financial institution (a "New Bank") shall become a Bank for all purposes hereunder to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $2,500,000; (c) If an existing Bank accepts an offer to increase its Commitment pursuant to this Section 2.4, such Bank shall execute a commitment increase agreement (a "Commitment Increase Agreement"), in the form required by the Agent, with the Borrower and the Agent, whereupon such Bank shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and the signature pages hereof shall be deemed to be amended to reflect such increase in the Commitment of such Bank; (d) The effectiveness of any New Bank Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Borrower and legal opinions of in-house counsel to the Borrower, if any, as the Agent shall reasonably request with respect thereto; (e) If any bank or financial institution becomes a New Bank pursuant to Section 2.4(b) or if any Bank's Commitment is increased pursuant to Section 2.4(c), additional Loans made or issued on or after the effectiveness thereof (the "Re-Allocation Date") shall be made pro rata based on each Bank's (including each New Bank's) respective Commitment in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings or incurring of liability would result in any Bank making an aggregate principal amount of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made or incurred by, such New Bank and/or Banks with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Eurodollar Rate Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Eurodollar Rate Loans on the Borrowers last day of the Rate Period applicable thereto and the extension of new Eurodollar Rate Loans pro rata based on the Banks' respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are Alternate Base Rate Loans outstanding, the Borrower shall make prepayments thereof and borrow new Alternate Base Rate Loans so that, after giving effect thereto, the Alternate Base Rate Loans outstanding are held pro rata based on the Banks' respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are Eurodollar Rate Loans outstanding, such Eurodollar Rate Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Rate Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Rate Loans will be paid thereon to the respective Banks holding such Eurodollar Rate Loans pro rata based on the respective principal amounts thereof outstanding; (f) Notwithstanding anything to the contrary in this Section 2.4, (i) no Bank shall have any obligation to increase its Commitment under this Section 2.4 unless it agrees in writing to do so in its sole discretion, (ii) no Bank shall have any right to decrease the amount of its Commitment as a result of any requested increase of the Commitments pursuant to this Section 2.4, (iii) the Agent shall have no obligation to arrange, find or locate any New Bank to participate in any unsubscribed portion of any increase in the Commitments requested by the Borrower, (iv) each Augmenting Lender increase in the Commitments requested by the Borrower shall not be less than $2,500,000, and (v) after giving effect to any increase in the Commitments pursuant to this Section 2.4, the sum of the Commitments shall not exceed $150,000,000; and (g) The Borrower shall execute all and deliver to the Agent (for delivery by the Agent to each applicable Bank) a new Note payable to each applicable Bank (including each New Bank) participating in any increase of the Commitments in the original principal amount of such documentation as the Administrative Agent shall reasonably specify Bank's Commitment after giving effect to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any any such increase may be made in an amount that is less than of the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting LendersCommitments.

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

Increase of Commitments. (a) El Paso may, by written notice At the request of the Company to the Administrative Agent, request that the Total Commitment aggregate Commitments hereunder may be increased after the Closing Date on one or more occasions by an aggregate amount not to exceed the Incremental Facility Amount at more than $600,000,000; provided that (i) each such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be is in minimum increments of $1,000,000 and a minimum amount of $50,000,000 or $10,000,000 or equal increments in excess thereof, (ii) the sum of the aggregate Commitments hereunder shall not exceed $2,250,000,000 after giving effect to such increases, (iii) the remaining Incremental Facility AmountCommitment of any Bank may not be increased without its consent, (iv) and the date on which such increase consent of the Administrative Agent is requested to become effective obtained (which consent shall not be not less than 10 days nor more than 60 days after unreasonably withheld), (v) no Default or Event of Default shall have occurred and be continuing, and (vi) each of the representations and warranties made on the Closing Date are true and correct in all material respects on and as of the date of such notice increase. (b) In the event that the Company and whichone or more of the Banks (or other financial institutions that may elect to participate with the consent of the Administrative Agent (which consent shall not be unreasonably withheld)) shall agree, in any eventaccordance with subsection 2.20(a), must upon such an increase in the aggregate Commitments, the Company, the Administrative Agent and each financial institution in question shall enter into a Commitment Increase Supplement (a form of which is attached hereto as Exhibit J) setting forth the amounts of the increase in Commitments and providing that the additional financial institutions participating shall be deemed to be included as Banks for all purposes of this Agreement. Upon the execution and delivery of such Commitment Increase Supplement as provided above, and upon the satisfaction of such other conditions as the Administrative Agent may reasonably specify (including the delivery of certificates and legal opinions on or prior behalf of the Company relating to the Maturity Dateamendment and new Notes), and this Agreement shall offer each Lender the opportunity be deemed to be amended accordingly. (c) No Bank shall have any obligation to increase its Commitment by its Applicable Percentage in the event of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In request by the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender Company hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.

Increase of Commitments. (a) El Paso mayIn addition to increases in the Commitment pursuant to Section 2.4, by written notice the Company may from time to time, on the Administrative Agentterms set forth below, request that the Total Commitment Commitments hereunder be increased by to an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amountexceed $2,000,000,000; provided, however, that an increase in the Commitments hereunder may only be made at a time when (i) no Potential Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Company's senior long-term indebtedness (without giving effect to any third-party credit enhancement) is rated at least BBB- by S&P, Baa3 by Moody's or BBB- by Fitch. (b) In the event of s▇▇▇ ▇ ▇equested increase in the Commitments, (i) each Augmenting Lender of the Banks shall be given the opportunity to participate in the increased Commitments (x) initially ratably in the proportion that its Commitment bears to the Commitments and (y) to the extent that the requested increase of Commitments is not fulfilled pursuant to the preceding clause (x) and subject to clause (d) below, in such additional amounts as a Bank desires, and (ii) to the extent that the Banks do not elect so to participate in such increased Commitments after being afforded an existing Lenderopportunity to do so, then the Company shall consult with the Administrative Agent as to the number, identity and requested Commitments of additional financial institutions which the Company may, upon the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, invite to participate in the Commitments. (c) No Bank shall have any obligation to increase its Commitment pursuant to a request by the Company hereunder. No Bank shall be deemed to have approved an increase in its Commitment unless such approval is in writing. Failure on the part of a Bank to respond to a request by the Company hereunder shall be deemed a rejection of such request. (d) In no event shall any Bank's Commitment, after giving effect to an increase in its Commitment hereunder, exceed 20% of the Commitments under this Agreement. (e) In the event that the Company and one or more of the Banks (or other financial institutions) shall be subject to agree upon such an increase in the prior written approval of Commitments hereunder (i) the Company, the Administrative Agent and each Bank or other financial institution increasing its Commitment or extending a new Commitment shall enter into a consent in substantially the Issuing Bank form of Exhibit K hereto and (which approvals ii) the Company shall not be unreasonably withheld or delayed), and the Borrowers and furnish new Notes to each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount financial institution that is less than the increase requested by El Paso if El Paso extending a new Commitment and to each Bank which is unable to arrange for, or chooses not to arrange for, Augmenting Lendersincreasing its Commitment.

Increase of Commitments. (a) El Paso may, by written Upon at least 15 days' prior notice to the Administrative AgentAgent (which notice the Agent shall promptly transmit to each of the Banks), request that the Total Commitment be increased by an Borrower shall have the right, subject to the terms and conditions set forth below and with the consent of the Banks as set forth below, to increase the aggregate amount not of the Commitments in multiples of $5,000,000. Any such increase shall apply, at the option of the Borrower, (x) to exceed the Incremental Facility Amount at Commitment of one or more Banks, provided that (i) the Required Banks (including each Bank whose Commitment is to be increased) shall consent to such time. Upon increase, (ii) the receipt amount set forth on the signature pages hereof opposite the name of each Bank the Commitment of which is being so increased shall be amended to reflect the increased Commitment of such request Bank and (iii) if any Committed Loans are outstanding at the time of such an increase, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of such increase incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto, the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant hereto on such date) from all the Banks or (y) to the creation of a new Commitment of an institution not then a Bank hereunder, provided that (i) such institution becomes a party to this Agreement as a Bank by execution and delivery to the Borrower and the Agent of counterparts of this Agreement, (ii) the Required Banks shall consent to the creation of such Commitment of such Bank, (iii) the signature pages hereof shall be amended to reflect the Commitment of such new Bank, (iv) the Borrower shall issue a Note to such new Bank in conformity with the provisions of Section 2.05, (v) if any Committed Loans are outstanding at the time of the creation of such Commitment of such Bank, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of the creation of such Commitment incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto, the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant hereto on such date) from all the Banks and (vi) if such institution is neither a banking institution nor an affiliate of a Bank, such institution must be consented to by the Administrative Agent; provided further that any such increase or creation may apply, at the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall option of the Borrower, as set forth in clause (x) or (y) above but without the consent of the Required Banks so long as the amount of such increase or the amount of such new Commitment so created, as the case may be, when added to the aggregate amount of all such prior increases in the Commitments and all such prior creations of new Commitments, in each case created on or after the Effective Date, does not exceed $125,000,000. It is understood that any increase in the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice Commitments pursuant to the second sentence this Section 2.17 shall not constitute an amendment of this paragraph, Agreement or the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting LendersNotes.

Increase of Commitments. (a) El Paso mayThe Company may from time to time, by written notice to the Administrative Agent, request that the Total Commitment aggregate Commitments be increased by an amount that will not result in the aggregate amount not Commitments under this Agreement plus the "Commitments" under the Other Credit Agreement to exceed the Incremental Facility Amount at $1,000,000,000. Each such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the requested amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amounteffective. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent The Company shall have delivered a notice pursuant the right, but not the obligation, to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more commercial banks or other entities financial institutions (any such bank or other entity financial institution being called an “"Augmenting Lender”Bank"), which may include any LenderBank, to extend Commitments or increase their existing Commitments in an aggregate amount equal to up to, but not greater than, the unsubscribed amount; providedrequested increase, however, provided that each Augmenting Lender Bank, if not already a Bank hereunder (that is not an existing Lenderi) shall be subject to the prior written approval extend a new Commitment of the Administrative Agent and the Issuing Bank not less than $10,000,000, (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender ii) shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunderBank hereunder and (iii) shall be consented to by the Agent. Any If (and only if) Banks (including Augmenting Banks) shall have agreed to increase their aggregate Commitments or to extend new Commitments in an aggregate amount not less than $10,000,000 in the aggregate, such increases and such new Commitments shall become effective on the date agreed to by the Company, the Augmenting Banks and the Agent. Notwithstanding the foregoing, no increase may in the aggregate Commitments (or in the Commitment of any Bank) shall become effective under this paragraph unless, on the date of such increase, the conditions set forth in Section 4.2 shall be satisfied (with all references in such paragraphs to a Loan being deemed to be references to such increase) and the Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Company. Upon the effectiveness of any increase pursuant to this Section 2.14 of the aggregate Commitments and any resulting adjustment in the Pro Rata Share, the Banks and the Augmenting Banks will purchase from each other and sell to each other outstanding Loans sufficient to cause the outstanding Loans of each Bank and Augmenting Bank to equal its Pro Rata Share (as so adjusted) of the aggregate outstanding Loans. Such purchase and sale shall be made in pursuant to Section 10.7 except that no minimum amount shall be required, no processing fee shall be charged and, if any Bank shall suffer a loss or incur an expense as a result of the effectiveness of such purchase or sale being during an Interest Period, the Company shall reimburse such Bank the amount that is less than of such loss or expense. Each such Bank shall furnish the increase requested by El Paso if El Paso is unable Company with a certificate setting forth the basis for determining the amount to arrange for, or chooses not be paid to arrange for, Augmenting Lendersit hereunder.

Increase of Commitments. (a) El Paso may, by written Upon at least five days’ prior notice to the Administrative AgentAgent (which notice the Administrative Agent shall promptly transmit to each of the Banks), request that the Total Commitment be increased by an Borrower shall have the right, subject to the terms and conditions set forth below, to increase the aggregate amount of the Commitments in multiples of $5,000,000; provided that (i) such increase may be effected by increasing the Commitment, so long as such increase satisfies all terms and conditions herein, including, but not limited to, this Section 2.17, (ii) the amount of such increase when added to the aggregate amount of all such prior increases in the Commitments hereunder (including by way of creating new Commitments), on or after the Amendment Effective Date, does not exceed the sum of $500,000,000 and the amount of any Commitments terminated by the Borrower pursuant to Section 2.19(c) and (iii) the total aggregate amount of Commitments hereunder does not, at any time, exceed $2,200,000,000. (a) Any such increase in the Commitments (the “Incremental Facility Amount Commitments”) hereunder shall apply, at such time. Upon the receipt option of such request by the Borrower, (x) to the Commitment of one or more Banks; provided that (i) the Administrative Agent, each Issuing Bank and each Bank the Administrative Agent Commitment of which is to be increased shall deliver a copy thereof consent to each Lender. Such notice shall such increase, (ii) the amount set forth on the amount Commitment Schedule opposite the name of each Bank the requested increase (Commitment of which is being so increased shall be in minimum increments amended to reflect the increased Commitment of $1,000,000 such Bank and a minimum amount (iii) if any Committed Loans are outstanding at the time of $10,000,000 or equal such an increase, the Borrower will, notwithstanding anything to the remaining Incremental Facility Amount) and the date contrary contained in this Agreement, on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice increase, incur and which, repay or prepay one or more Committed Loans from the Banks in any event, must such amounts so that after giving effect thereto the Committed Loans shall be outstanding on or prior a pro rata basis (based on the Commitments of the Banks after giving effect to the Maturity Date), changes made pursuant to this Section 2.17 on such date) from all the Banks or (y) to the creation of a new Commitment of one or more institutions not then a Bank hereunder; provided that (i) such institution becomes a party to this Agreement as a Bank by execution and shall offer each Lender delivery to the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso Borrower and the Administrative Agent given not more than 10 days after of counterparts of this Agreement, (ii) the Commitment Schedule shall be amended to reflect the Commitment of such new Bank, (iii) if requested by such new Bank, the Borrower shall issue a Note to such new Bank in conformity with the provisions of Section 2.05, (iv) if any Committed Loans are outstanding at the time of the creation of such Commitment of such Bank, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of the Administrative Agent’s noticecreation of such Commitment, either agree to increase its Commitment by all incur and repay or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for prepay one or more banks or other entities Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend based on the Commitments or increase their existing Commitments in an aggregate amount equal of the Banks after giving effect to the unsubscribed amount; providedchanges made pursuant to this Section 2.17 on such date) from all the Banks and (v) if such institution is neither a banking institution nor an affiliate of a Bank, however, that each Augmenting Lender (that is not an existing Lender) shall such institution must be subject consented to the prior written approval of by the Administrative Agent and the Issuing Bank. The date on which the conditions set forth in this paragraph are satisfied is the “Increased Amount Date” and each such Bank providing an Incremental Commitment, an “Incremental Bank”. (b) On any Increased Amount Date on which approvals any Incremental Commitments are effective, subject to the satisfaction of the foregoing conditions, each Incremental Bank shall not be unreasonably withheld or delayed), become a Bank hereunder with respect to its Incremental Commitment and the Borrowers and each Augmenting Lender shall execute all such documentation as the incremental loans made pursuant thereto. (c) The Administrative Agent shall reasonably specify notify the Banks promptly upon receipt of the Borrower’s notice of the Increased Amount Date and in respect thereof of Incremental Commitments and the Incremental Banks. (d) The terms and provisions of the Incremental Commitments and any Borrowing in respect of such Incremental Commitments shall be, except as otherwise set forth herein, identical to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any the Commitments on the Amendment Effective Date and any other Loans made under this Agreement. (e) It is understood that any increase in the amount of the Commitments pursuant to this Section 2.17 shall not constitute an amendment of this Agreement or the Notes and that no Bank shall have any obligation to participate in such increase may be made except in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersits absolute and sole discretion.

Increase of Commitments. (a) El Paso may, by written notice At any time prior to the Administrative AgentTermination Date upon 30 days' notice in writing to the Agent and the Banks, the Company may request that the Total Aggregate Commitment be increased by to an aggregate amount up to but not to exceed the Incremental Facility Amount at such timeexceeding Four Hundred Million Dollars ($400,000,000). Upon the receipt of such request by the Administrative Agentrequest, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be Bank may in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either sole discretion agree to increase its Commitment by all or a portion to an amount equal to its Commitment Percentage of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline increased Aggregate Commitment by notice to the Company and the Agent not more than 20 days after the giving of notice by the Company to the Banks. If any Bank elects not to increase its Commitment (and any Lender that or does not deliver such a reply to the Company's notice within the specified time, such period Bank's Commitment shall remain at its original amount and its Commitment Percentage of 10 days the Aggregate Commitment shall be deemed adjusted accordingly. (b) If the Company does not receive the agreement of any or all of the Banks to have declined increase the Aggregate Commitment as requested, the Company may request any other of the Banks on a pro rata basis to increase its Commitment and if none of the Banks agrees to such further increase in its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso Company may arrange for request one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”)banks, which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to with the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval consent of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayedwithheld), and to assume all or a ratable part of the Borrowers increased Aggregate Commitment. Upon agreement of such Bank or Banks, or upon such other bank becoming a party hereto pursuant to Section 10.08, the Aggregate Commitment and each Augmenting Lender Bank's Commitment and Commitment Percentage shall execute all such documentation as be entered on a new Schedule 2.01 to be effective on the Administrative Agent shall reasonably specify date requested by the Company and agreed by the Banks (the "Increase Date"). From and after the Increase Date to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunderthe Termination Date, the Company may borrow, repay and reborrow pursuant to Section 2.01. Any such increase may reimbursement of outstanding Letters of Credit on and after the Increase Date shall be made in an amount that is less than accordance with the increase requested by El Paso Commitment Percentage of each Bank as modified (if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersany) on the Increase Date.

Increase of Commitments. (a) El Paso mayIn addition to increases in the Commitment pursuant to Section 2.4, by written notice the Company may from time to time, on the Administrative Agentterms set forth below, request that the Total Commitment Commitments hereunder be increased by to an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amountexceed $2,000,000,000; provided, however, that an increase in the Commitments hereunder may only be made at a time when (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Company’s senior long-term indebtedness (without giving effect to any third-party credit enhancement) is rated at least BBB- by S&P, Baa3 by ▇▇▇▇▇’▇ or BBB- by Fitch. (b) In the event of such a requested increase in the Commitments, (i) each Augmenting Lender of the Banks shall be given the opportunity to participate in the increased Commitments (x) initially ratably in the proportion that its Commitment bears to the Commitments and (y) to the extent that the requested increase of Commitments is not an existing Lenderfulfilled pursuant to the preceding clause (x) shall be and subject to clause (d) below, in such additional amounts as a Bank desires, (ii) if an executive officer of the prior Company knows that a Potential Default then exists or would result upon giving effect to such increase in the Commitments, then the Company shall provide written approval of notice thereof to the Administrative Agent and such Bank prior to such Bank agreeing to (or declining) such requested increase in the Issuing Bank Commitments, and (iii) to the extent that the Banks do not elect so to participate in such increased Commitments after being afforded an opportunity to do so, then the Company shall consult with the Administrative Agent as to the number, identity and requested Commitments of additional financial institutions which approvals the Company may, upon the written consent of the Administrative Agent, which consent shall not be unreasonably withheld withheld, conditioned or delayed), invite to participate in the Commitments. (c) No Bank shall have any obligation to increase its Commitment pursuant to a request by the Company hereunder. No Bank shall be deemed to have approved an increase in its Commitment unless such approval is in writing. Failure on the part of a Bank to respond to a request by the Company hereunder shall be deemed a rejection of such request. (d) In no event shall any Bank’s Commitment, as a direct result of an increase in its Commitment hereunder pursuant to this Section 2.23, exceed 20% of the Commitments under this Agreement. (e) If the Company and one or more of the Borrowers and each Augmenting Lender shall execute all Banks (or other financial institutions) agree upon such documentation as an increase in the Commitments hereunder (i) the Company, the Administrative Agent and each Bank or other financial institution increasing its Commitment or extending a new Commitment shall reasonably specify enter into a consent in substantially the form of Exhibit K hereto and (ii) the Company shall furnish new Notes to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount each financial institution that is less than extending a new Commitment and to each Bank which is increasing its Commitment to the increase extent requested by El Paso if El Paso is unable to arrange for, any such financial institution or chooses not to arrange for, Augmenting LendersBank.

Increase of Commitments. (a) El Paso Subject to the conditions set forth in Section 2.16(b), the Borrower may, by written notice from time to time (including in connection with any redetermination of the Administrative AgentBorrowing Base), request that increase the existing Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase then in effect (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which any such increase is requested to become effective a “Incremental Increase”) by increasing the Commitment of a Lender (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline by causing a Person that at such time is not a Lender to increase its Commitment become a Lender (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Additional Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender ; (that is not an existing Lenderb) Any Incremental Increase shall be subject to the prior written approval following additional conditions: (i) no Incremental Increase shall be less than $10,000,000 (and increments of $1,000,000 above that minimum) unless either (x) the amount of such Incremental Increase does not exceed the aggregate reduction of Commitments resulting from the operation of the proviso in the definition of “Commitment” with respect to Lenders not consenting to an increase in the Borrowing Base, with such Incremental Increase to be effective concurrently with such increase in the Borrowing Base, or (y) the Administrative Agent otherwise consents, and no Incremental Increase shall be permitted if after the Issuing Bank funding thereof the Total Commitment would exceed the Maximum Aggregate Amount; (ii) (A) no Default or Event of Default shall have occurred and be continuing, (B) the representations and warranties of the Credit Parties in the Credit Documents shall be true and correct in all material respects (unless such representations and warranties are already qualified by materiality or Material Adverse Effect, in which approvals case they are true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the date of such Incremental Increase (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (unless such representations and warranties are already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) as of such earlier date) and (C) the Borrower shall be in compliance, on a Pro Forma Basis, with the Financial Performance Covenants; (iii) no Lender’s Commitment may be increased without the consent of such Lender; (iv) the Borrower may but shall not be unreasonably withheld required to seek commitments in respect of the Incremental Increase, in its sole discretion, from one or delayedmore existing Lenders, potential Additional Lenders or any combination and the Administrative Agent, the Swingline Lenders and the Letter of Credit Issuers must consent to the addition of any Additional Lender to the extent the consent of such Person would be required if an assignment were being made to such proposed Additional Lender under Section 13.6(b); (v) after giving effect to the requested Incremental Increase, there have not been more than ten Incremental Increases; (vi) the maturity date of any Incremental Increase shall be the same as the Maturity Date; and (vii) any Incremental Increase shall be on the exact same terms and pursuant to the exact same documentation (but the Applicable Margin with respect to such Incremental Increase may be higher than the existing Applicable Margin, in which case the Applicable Margin for the Facility shall be increased to be consistent with that for such Incremental Increase) applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase). (c) Each Increasing Lender and Additional Lender (if any) shall execute and deliver to the Borrower and the Administrative Agent, the Swingline Lenders and the Letter of Credit Issuers customary documentation (any such documentation, an “Incremental Agreement”) implementing any Incremental Increase. Upon receipt by the Administrative Agent of one or more executed Incremental Agreements increasing the Commitments of Lenders and/or adding Commitments from Additional Lenders as provided in this Section, (i) the Total Commitment shall be increased automatically on the effective date set forth in such Incremental Agreements by the aggregate amount indicated in such Incremental Agreements without further action by the Borrower, the Administrative Agent, any Swingline Lender, any Letter of Credit Issuer or any Lender, (ii) Schedule 1.1 and the Register shall each be amended to reflect the Incremental Increase, and the Borrowers and each Augmenting Lender Commitment Percentages of the Lenders shall execute all such documentation as be adjusted accordingly to reflect the Incremental Increase, (iii) the Administrative Agent shall reasonably specify distribute to evidence the Borrower, the Swingline Lenders, the Letter of Credit Issuers and each Lender the revised Schedule 1.1, (iv) any such Augmenting Additional Lender shall be deemed to be a party in all respects to the Credit Documents to which the Lenders are a party, and (v) upon the effective date set forth in such Incremental Agreement, the Lenders party to the Incremental Agreement shall purchase a pro rata portion of the outstanding Loans (including participations in L/C Obligations or Swingline Loans) of each of the current Lenders such that each Lender (including any Additional Lender’s , if applicable) shall hold its respective Commitment and/or its status Percentage of the outstanding Loans (and participation interests in participations in L/C Obligations or Swingline Loans) as a Lender hereunder. Any such increase may be made reflected in an amount that is less than the increase requested revised Schedule 1.1 required by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersthis Section.

Increase of Commitments. (a) El Paso mayIf no Default shall have occurred and be continuing, the Borrower may at any time during the Availability Period request one or more increases of the Commitments by written notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt Agent in writing of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested such proposed increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its a “Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting LenderIncrease Notice”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting (i) the Commitment of any Lender may not be increased without such Lender’s consent, (that is not an existing Lenderii) the minimum amount of any such increase shall be subject $5,000,000 and (iii) the aggregate amount of the Lenders’ Commitments, after giving effect to any such increase, shall not exceed $150,000,000. (b) Following any Commitment Increase Notice, the prior written approval Borrower may, in its sole discretion, but with the consent of the Administrative Agent and the Issuing Bank as to any Person that is not at such time a Lender (which approvals consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of the increased Commitments pursuant to paragraph (c) or (d) below, as applicable, by notifying the Administrative Agent. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders, to the additional banks or financial institutions identified therein or such existing Lenders, additional banks or financial institutions identified by the Administrative Agent and approved by the Borrower, the Administrative Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any additional bank or financial institution that the Borrower selects to offer participation in the increased Commitments shall execute and deliver to the Administrative Agent a New Lender Agreement setting forth its Commitment, and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the Borrowers signature pages hereof shall be deemed to be amended to add the name of such New Lender and each Augmenting Schedule 2.01 and the definition of Commitment in Section 1.01 hereof shall be deemed amended to increase the aggregate Commitments of the Lenders by the Commitment of such New Lender, provided that the Commitment of any New Lender shall be an amount not less than $5,000,000. Each New Lender Agreement and Commitment Increase Agreement shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other New Lenders or increasing Lenders. (d) Any Lender that accepts an offer to it by the Borrower to increase its Commitment pursuant to this Section 2.19 shall, in each case, execute a Commitment Increase Agreement with the Borrower and the Administrative Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 2.01 and the definition of Commitment in Section 1.01 hereof shall be deemed to be amended to reflect such increase. Any Commitment Increase Agreement shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other New Lenders and increasing Lenders. (e) The effectiveness of any New Lender Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Administrative Agent of such documentation corporate resolutions of the Borrower and legal opinions of counsel to the Borrower as the Administrative Agent shall reasonably specify request with respect thereto, in each case in form and substance reasonably satisfactory to evidence the Administrative Agent. Once a New Lender Agreement or Commitment Increase Agreement becomes effective, the Administrative Agent shall reflect the increases in the Commitments effected by such Augmenting agreements by appropriate entries in the Register. (f) If any bank or financial institution becomes a New Lender pursuant to Section 2.19(c) or any Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may is increased pursuant to Section 2.19(d), additional Loans made on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata based on their respective Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount that of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto or, in the case of ABR Loan, on the date of such increase, and the making of new Loans of the same Type pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. (g) If on any Re-Allocation Date there is less than an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the increase requested by El Paso if El Paso is unable respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to arrange forprepay any thereof in accordance with the applicable provisions of this Agreement), or chooses not and interest on and repayments of such Eurodollar Loans will be paid thereon to arrange forthe respective Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding. (h) Upon the effectiveness of any Commitment Increase Agreement, Augmenting LendersSection 2.09(b), Schedule 2.01 and other pertinent sections hereof shall be automatically and proportionately modified to reflect the increased Commitment, the exact figures to be agreed between the Borrower and the Administrative Agent, and all references to the Commitments shall be deemed amended mutatis mutandis. (i) Notwithstanding the foregoing, any New Lender must have the ability to fund Alternative Currencies with respect to which there are outstanding Loans and all Alternative Currencies described in (a) and (b) of the definition of Alternative Currency.

Increase of Commitments. (a) El Paso So long as no Event of Default has occurred and is continuing, the Borrower may from time to time, upon written notice to the Agent (who shall promptly provide a copy of such notice to each Bank or Additional Bank (as defined below)), propose to increase the Aggregate Commitment Amount by increments of $25,000,000, to an amount not to exceed $5,250,000,000 (the amount of any such increase, the “Additional Commitment Amount”). Each Bank and Additional Bank may, not more than 10 Business Days following receipt of such notice, elect by written notice to the Administrative Agent, request that Borrower and the Total Commitment be increased by an aggregate amount not Agent to exceed participate in the Incremental Facility Amount at such time. Upon the receipt requested increase of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth Commitments and the amount of the requested increase such participation. No Bank (which or any successor thereto) shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in have any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity obligation to increase its Commitment by or its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso other obligations under this Agreement and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s noticeother Loan Documents, either agree and any decision by a Bank to increase its Commitment by all or shall be made in its sole discretion independently from any other Bank. Any Bank that does not respond to a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline request to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days hereunder shall be deemed to have declined to such request. (b) The Borrower may designate any Bank or other financial institution which at the time agrees to, in the case of any such Person that is an existing Bank, increase its Commitment). In Commitment and in the event thatcase of any other such Person (each such Person, on the 10th day after the Administrative Agent and each Person that shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by accept an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called assignment as provided in Section 2.3 is an “Augmenting LenderAdditional Bank”), which may include any Lender, become a party to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amountthis Agreement; provided, however, that any new bank or financial institution must meet the criteria for an Eligible Assignee, must have a Commitment of not less than $25,000,000 and must in all other respects be acceptable to the Agent, which acceptance will not be unreasonably withheld, conditioned or delayed. The sum of the increases in the Commitments of the existing Banks pursuant to this paragraph (b) plus the Commitments of the Additional Banks shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment Amount. (c) An increase in the aggregate amount of the Aggregate Commitment Amount pursuant to this Section 2.2 shall become effective upon the receipt by the Agent of an agreement in form and substance reasonably satisfactory to the Agent signed by the Borrower, by each Augmenting Lender Additional Bank and by each other Bank whose Aggregate Commitment Amount is to be increased, setting forth the new Commitments of such Banks and setting forth the agreement of each Additional Bank to become a party to this Agreement and to be bound by all the terms and provisions hereof, and such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increase in the Commitments and such opinions of counsel for the Borrower with respect to the increase in the Aggregate Commitment Amount as the Agent may reasonably request. (d) Upon the acceptance of any such agreement by the Agent, the Aggregate Commitment Amount shall automatically be increased by the amount of the Commitments added through such agreement. (e) Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.2 that is not an existing Lenderpro rata among all Banks, within five (5) Business Days, in the case of any Advances bearing interest at the Floating Rate, and at the end of the then current Interest Period with respect thereto, in the case of any Term Benchmark Advances, the Borrower shall be prepay such Advances in their entirety and, to the extent the Borrower elect to do so and subject to the prior written approval of conditions specified in Section 6.2, the Administrative Agent and Borrower shall reborrow Advances from the Issuing Bank (which approvals shall not be unreasonably withheld or delayed)Banks in proportion to their respective Commitments after giving effect to such increase, and until such time as all outstanding Advances are held by the Borrowers and each Augmenting Lender shall execute all Banks in such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersproportion.

Increase of Commitments. (a) El Paso So long as no Default or Event of Default then exists or would result therefrom, the Company may, at any time and from time to time and upon at least five (5) Business Days' notice, deliver a written request to the Administrative Agent to increase the aggregate Commitments under this Agreement by written notice up to $50,000,000 in the aggregate ("Commitment Increase Amount"). Each such request to increase the Commitments shall be a Commitment Increase Amount of not less than $5,000,000 or in an integral multiple of $5,000,000 in excess thereof. The Commitment Increase Amount will be in the form of increases in the Commitments under the Tranche 2 Facility. In the event the Company desires to increase the Commitments, the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the upon receipt of the written request from the Company described above, may offer to (x) any Bank or (y) one or more banks, financial institutions or other entities, which are not Banks and are acceptable to the Administrative Agent in its sole discretion ("New Banks"), the opportunity to participate in any or all of the Commitment Increase Amount. Any such request increase shall become effective upon the execution by the Administrative AgentCompany, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or lender providing a portion of the offered amount (each Lender so agreeing being Commitment Increase Amount of an “Increasing Lender”) or decline assumption agreement in form and substance reasonably satisfactory to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Company, pursuant to which, if such lender is a New Bank, such New Bank (which approvals shall not be unreasonably withheld or delayed), become a Bank under this Agreement and the Borrowers other Loan Documents with respect to its portion of the Commitment Increase Amount. Upon the effectiveness of a Commitment Increase Amount, each Bank's Pro Rata Share in the liability of each outstanding Letter of Credit shall be reallocated in accordance with the definition of "Pro Rata Share" and each Augmenting Lender if there are any outstanding Loans, the Banks and/ or such New Bank providing the Commitment Increase Amount shall execute all make such documentation payments among themselves as directed by the Administrative Agent so that each Bank is responsible for its Pro Rata Share of such Loans. This Agreement and the other Loan Documents shall reasonably specify be deemed to evidence such Augmenting Lender’s be amended to reflect the Commitment and/or its status Increase Amount and the addition of any New Banks as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting LendersBanks party hereto and thereto."

Increase of Commitments. The Company shall have the right, without the consent of the Banks but subject to the approval of the Agent (which approval shall not be unreasonably withheld), to effectuate from time to time an increase in the total Commitments under this Agreement by adding to this Agreement one or more Persons that are Eligible Assignees (who shall, upon completion of the requirements stated in this Section, constitute "Banks" hereunder), or by allowing one or more Banks to increase their Commitments hereunder, so that such added and increased Commitments shall equal the increase in Commitments effectuated pursuant to this Section; provided that (a) El Paso may, by written notice no increase in Commitments pursuant to this Section shall result in the Administrative Agent, request that total Commitments exceeding $300,000,000 or shall result in the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be increases in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal the Commitments effectuated pursuant to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after this Section since the date of this Agreement being in excess of the sum of $50,000,000 plus the aggregate amount (but not greater than $50,000,000) of all non-ratable reductions and terminations of Commitments effectuated pursuant to Section 2.08; (b) no Bank's Commitment shall be increased without the consent of such notice Bank; (c) there has occurred and whichis continuing no Default or Event of Default, in any eventand (d) there has been no ratable reduction of Commitments pursuant to Section 2.07. The Company shall deliver or pay, must be on or as applicable, to the Agent each of the following items prior to 11:00 a.m. (Houston time) (i) three Business Days prior to the Maturity requested effective date of such increase in the Commitments, if such date is a No Loan Date), or (ii) five Business Days prior to the requested effective date of such increase in the Commitments, if such date is not a No Loan Date: (A) a written notice of the Company's intention to increase the total Commitments pursuant to this Section, which shall specify each new Eligible Assignee, if any, the changes in amounts of Commitments that will result, and shall offer such other information as is reasonably requested by the Agent; (B) a document in form and substance as may be reasonably required by the Agent, executed and delivered by each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso new Eligible Assignee and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so Bank agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to which it becomes a party hereto or increases its Commitment, as the second sentence case may be, which document, in the case of this paragrapha new Eligible Assignee, shall (among other matters) specify the CD Lending Office, Domestic Lending Office and LIBOR Lending Office of such new Eligible Assignee; (C) a Note in the principal amount of the Commitment of each new Eligible Assignee, or a replacement Note in the principal amount of the increased Commitment of each Bank agreeing to increase its Commitment, as the case may be, executed and delivered by the Company, which Note shall be in form and substance as may be reasonably required by Agent; and (D) a non-refundable processing fee of $3,500, for the sole account of the Agent. Upon receipt of any notice referred to in clause (A) above, the Increasing Lenders Agent will promptly notify each Bank thereof. Upon execution and delivery of such documents and the payment of such fee, such new Eligible Assignee shall have agreed constitute a "Bank" hereunder with a Commitment as specified therein, or such Bank's Commitment shall increase as specified therein, as the case may be. The Company agrees to pay to the Banks any and all amounts to the extent payable pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (Section 3.02 as a result of any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting LendersCommitments.

Increase of Commitments. (a) El Paso may, by written Upon at least 15 days' prior notice to the Administrative AgentAgent (which notice the Agent shall promptly transmit to each of the Banks), request that the Total Commitment be increased by an Borrower shall have the right, subject to the terms and conditions set forth below and with the consent of the Banks as set forth below, to increase the aggregate amount not of the Commitments in multiples of $5,000,000. Any such increase shall apply, at the option of the Borrower, (x) to exceed the Incremental Facility Amount at Commitment of one or more Banks, provided that (i) the Required Banks (including each Bank whose Commitment is to be increased) shall consent to such time. Upon increase, (ii) the receipt amount set forth on the signature pages hereof opposite the name of each Bank the Commitment of which is being so increased shall be amended to reflect the increased Commitment of such request Bank and (iii) if any Committed Loans are outstanding at the time of such an increase, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of such increase incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto, the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant hereto on such date) from all the Banks or (y) to the creation of a new Commitment of an institution not then a Bank hereunder, provided that (i) such institution becomes a party to this Agreement as a Bank by execution and delivery to the Borrower and the Agent of counterparts of this Agreement, (ii) the Required Banks shall consent to the creation of such Commitment of such Bank, (iii) the signature pages hereof shall be amended to reflect the Commitment of such new Bank, (iv) the Borrower shall issue a Note to such new Bank in conformity with the provisions of Section 2.05, (v) if any Committed Loans are outstanding at the time of the creation of such Commitment of such Bank, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of the creation of such Commitment incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto, the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant hereto on such date) from all the Banks and (vi) if such institution is neither a banking institution nor an affiliate of a Bank, such institution must be consented to by the Administrative Agent; provided further that any such increase or creation may apply, at the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall option of the Borrower, as set forth in clause (x) or (y) above but without the consent of the Required Banks so long as the amount of such increase or the amount of such new Commitment so created, as the case may be, when added to the aggregate amount of all such prior increases in the Commitments and all such prior creations of new Commitments, in each case created on or after the Effective Date, does not exceed $375,000,000. It is understood that any increase in the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice Commitments pursuant to the second sentence this Section 2.17 shall not constitute an amendment of this paragraph, Agreement or the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting LendersNotes.

Increase of Commitments. (a) El Paso may, by written Upon at least 15 days’ prior notice to the Administrative AgentAgent (which notice the Administrative Agent shall promptly transmit to each of the Banks), request the Borrower shall have the right, subject to the terms and conditions set forth below, to increase the aggregate amount of the Commitments in multiples of $5,000,000; provided that the Total amount of such increase when added to the aggregate amount of all such prior increases in the Commitments hereunder (including by way of creating new Commitments), on or after the Effective Date, does not exceed $250,000,000. (b) Any such increase in the Commitments hereunder shall apply, at the option of the Borrower, (x) to the Commitment of one or more Banks; provided that (i) the Administrative Agent and each Bank whose Commitment is to be increased by an aggregate shall consent to such increase, (ii) the amount not set forth on the Commitment Schedule opposite the name of each Bank the Commitment of which is being so increased shall be amended to exceed reflect the Incremental Facility Amount at such time. Upon the receipt increased Commitment of such request Bank and (iii) if any Committed Loans are outstanding at the time of such an increase, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of such increase, incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant to this Section 2.17 on such date) from all the Banks or (y) to the creation of a new Commitment of one or more institutions not then a Bank hereunder; provided that (i) such institution becomes a party to this Agreement as a Bank by execution and delivery to the Borrower and the Administrative Agent of counterparts of this Agreement, (ii) the Commitment Schedule shall be amended to reflect the Commitment of such new Bank, (iii) if requested by such new Bank, the Borrower shall issue a Note to such new Bank in conformity with the provisions of Section 2.05, (iv) if any Committed Loans are outstanding at the time of the creation of such Commitment of such Bank, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of the creation of such Commitment, incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant to this Section 2.17 on such date) from all the Banks and (v) if such institution is neither a banking institution nor an affiliate of a Bank, such institution must be consented to by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth . (c) It is understood that any increase in the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice Commitments pursuant to the second sentence this Section 2.17 shall not constitute an amendment of this paragraph, Agreement or the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting LendersNotes.

Increase of Commitments. By written notice sent to the Administrative Agent (which the Administrative Agent shall promptly distribute to the Banks), the Borrower may request an increase of the aggregate amount of the Commitments: (a) El Paso mayby an aggregate amount equal to any integral multiple of $10,000,000 and (b) by an amount not to exceed $100,000,000; provided that (i) no Default shall have occurred and be continuing; and (ii) the Borrower shall have provided evidence satisfactory to the Banks that the Indebtedness to be incurred pursuant to the increase in the Commitments is permitted by the Senior Subordinated Note Indenture and the other Indentures, by written in each case, to the extent the applicable Indenture is still in effect. Each Bank, in its sole and absolute discretion, shall determine whether it will increase its Commitment. If one or more of the Banks will not be increasing its Commitment pursuant to such request, then, with notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request another one or more financial institutions, each as approved by the Administrative Agent, Borrower and the Administrative Agent shall deliver (a copy thereof "New Bank"), may commit to each Lender. Such notice shall set forth provide an amount equal to the aggregate amount of the requested increase that will not be provided by the existing Banks (which the "Increase Amount"); provided, that the Commitment of each New Bank shall be in minimum increments at least $5,000,000. Upon receipt of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and from the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphBanks and the Borrower that the Banks, the Increasing Lenders shall or sufficient Banks and New Banks, have agreed pursuant to the preceding sentence commit to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; providedIncrease Amount (or such lesser amount as the Borrower shall agree, however, that each Augmenting Lender (that is not an existing Lender) which shall be subject at least $10,000,000 and an integral multiple of $10,000,000 in excess thereof), then: provided that no Default exists at such time or after giving effect to the prior written approval of requested increase and the Indebtedness to be incurred pursuant to the requested increase is permitted by the Senior Subordinated Note Indenture and the other Indentures (in each case, to the extent the applicable Indenture is still in effect), the Borrower, the Administrative Agent and the Issuing Bank Banks willing to increase their respective Commitments and the New Banks (which approvals if any) shall execute and deliver an Increased Commitment Supplement in the form attached hereto as Exhibit G (the "Increased Commitment Supplement"). If all existing Banks shall not have provided their pro rata portion of the requested increase, then after giving effect to the requested increase the outstanding Loans may not be unreasonably withheld held pro rata in accordance with the new Commitments. In order to remedy the foregoing, on the effective date of the Increased Commitment Supplement the Banks shall make advances among themselves, such advances to be in amounts sufficient so that after giving effect thereto, the Loans shall be held by the Banks pro rata according to their respective Commitments. The advances made by a Bank under this Section 2.18 shall be deemed to be a purchase of a corresponding amount of the Loans of one or delayed), and more of the Borrowers and each Augmenting Lender shall execute all such documentation as Banks who received the Administrative Agent shall reasonably specify advances. The Commitments of the Banks who do not agree to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may their Commitments can not be made in an amount that is less than the increase requested by El Paso if El Paso is unable reduced or otherwise changed pursuant to arrange for, or chooses not to arrange for, Augmenting Lendersthis Section 2.18.

Increase of Commitments. (a) El Paso may, by written notice to With the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount prior consent of the requested increase Agent (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), the Borrower shall have the right at any time and from time to time during the Borrowers period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Revolving Commitments pursuant to this Section, the aggregate amount of the Revolving Commitments may not exceed $840,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $50,000,000 and each Augmenting integral multiples of $10,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.4.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute all such documentation documents and agreements as the Administrative Agent may reasonably request and (b) the Borrower shall reasonably specify to evidence make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Augmenting Lender’s Commitment and/or within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments. (f) The Credit Agreement is amended by deleting Section 3.6.(c) in its status as a Lender hereunder. Any such increase may be made entirety and substituting in an amount that is less than its place the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.following:

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

Increase of Commitments. (a) El Paso may, by written Upon at least five days’ prior notice to the Administrative AgentAgent (which notice the Administrative Agent shall promptly transmit to each of the Banks), request that the Total Commitment be increased by an Borrower shall have the right, subject to the terms and conditions set forth below, to increase the aggregate amount of the Commitments in multiples of $5,000,000; provided that (i) such increase may be effected by increasing either the 2014 Commitments or the 20152016 Commitments or both, (ii) the amount of such increase when added to the aggregate amount of all such prior increases in the Commitments hereunder (including by way of creating new Commitments), on or after the Effective Date, does not to exceed the sum of $375,000,000 and the amount of any Commitments terminated by the Borrower pursuant to Section 2.19(c) and (iii) the total aggregate amount of Commitments hereunder does not, at any time, exceed $1,500,000,000. (b) Any such increase in the Commitments (the “Incremental Facility Amount Commitments”) hereunder shall apply, at such time. Upon the receipt option of such request by the Borrower, (x) to the Commitment of one or more Banks; provided that (i) the Administrative Agent, each Issuing Bank and each Bank the Administrative Agent Commitment of which is to be increased shall deliver a copy thereof consent to each Lender. Such notice shall such increase, (ii) the amount set forth on the amount Commitment Schedule opposite the name of each Bank the Commitment of which is being so 79580.000005 EMF_US 47579863v13 issuance date and (2) the Letter of Credit Expiration Date (or such later date as may be agreed by the Banks in accordance with Section 2.01(c)(i)); (D) the name and address of the requested increase beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as such Issuing Bank may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the respective Issuing Bank (w) the Letter of Credit to be amended; (x) the proposed date of amendment thereof (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to Domestic Business Day); (y) the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage nature of the proposed increased amountamendment; and (z) such other matters as such Issuing Bank may require. Each Lender shallAdditionally, by notice the Borrower shall furnish to El Paso the Issuing Bank and the Administrative Agent given not more than 10 days after such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the date of the Administrative Agent’s notice, either agree to increase its Commitment by all Issuing Bank or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any reasonably require; provided that furnishing such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals documents shall not be unreasonably withheld adversely affect the timing of such Letter of Credit issuance or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersamendment.

Increase of Commitments. By delivery of an effective Increase Notice to the Agent (which the Agent shall promptly distribute to the Banks), the Borrower may request an increase of the aggregate amount of the Commitments; provided that (a) El Paso maythe aggregate amount of the Commitments both before and after giving effect to such requested increase shall not exceed $275,000,000, by written notice (b) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (c) the Borrower shall cause to be delivered to the Administrative Agent, request Agent a commitment (or commitments) from (i) at least one Bank that commits to lending to the Total Borrower more than its then current Commitment (such Bank to be increased by referred to herein as an aggregate "Existing Bank" and such amount not of its commitment above its then current Commitment to exceed be referred to herein as a "Commitment Supplement") and/or (ii) any other Person (including an Affiliate of a Bank) that meets the Incremental Facility Amount at requirements (other than the approval requirement) of clause (a) or (b) of the definition of "Eligible Assignee" (as defined in Article I hereof) and that commits to lending to the Borrower and becoming a Bank under this Agreement (such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver Person to be referred to herein as a copy thereof to each Lender. Such notice shall set forth "New Bank" and the amount of its commitment to be referred to herein as a "New Commitment") (each Existing Bank and each New Bank to be referred to herein collectively as the requested increase (which shall be in minimum increments "Supplementing Banks"). Upon receipt of $1,000,000 and a minimum amount of $10,000,000 or equal notice from the Agent to the remaining Incremental Facility Amount) Banks and the date on which such increase is requested Borrower that the Supplementing Banks have agreed to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity commit to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; providedIncrease Amount (as defined below) and execution and delivery by the Borrower, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Supplementing Banks of an Increased Commitment Agreement evidencing such agreement, then (A) the then current aggregate Commitments shall be increased by the Increase Amount, (B) the then current Commitment of each Existing Bank shall be increased by such Existing Bank's Commitment Supplement and (C) each of the New Banks will be added as a Bank under this Agreement and each such New Bank's Commitment shall be such New Bank's New Commitment. On the effective date of the Increased Commitment Agreement, the Borrower shall request a Revolving Advance hereunder, which approvals Revolving Advance shall be made by (and only by) the Supplementing Banks in the appropriate amounts as provided below. The proceeds of such Revolving Advance shall be utilized by the Borrower to repay the Banks that did not agree to increase their Commitments, such Revolving Advance and repayment to be unreasonably withheld or delayed)in amounts sufficient so that, after giving effect to the Increased Commitment Agreement, the Revolving Advances and the Borrowers and each Augmenting Lender Letter of Credit Exposure shall execute all such documentation be held by the Banks according to their Pro Rata Share of the Commitments as increased in accordance with the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Increased Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting LendersAgreement.

Increase of Commitments. (a) El Paso So long as no Event of Default has occurred and is continuing, the Borrower may from time to time, upon at least 10 days’ written notice to the Agent (who shall promptly provide a copy of such notice to each Bank or Additional Bank (as defined below)), propose to increase the Aggregate Commitment Amount by increments of $25,000,000, to an amount not to exceed $4,500,000,000 (the amount of any such increase, the “Additional Commitment Amount”). Each Bank and Additional Bank may, not more than 10 Business Days following receipt of such notice, elect by written notice to the Administrative Agent, request that Borrower and the Total Commitment be increased by an aggregate amount not Agent to exceed participate in the Incremental Facility Amount at such time. Upon the receipt requested increase of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth Commitments and the amount of the requested increase such participation. No Bank (which or any successor thereto) shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in have any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity obligation to increase its Commitment by or its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso other obligations under this Agreement and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s noticeother Loan Documents, either agree and any decision by a Bank to increase its Commitment by all or shall be made in its sole discretion independently from any other Bank. Any Bank that does not respond to a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline request to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days hereunder shall be deemed to have declined to such request. (b) The Borrower may designate any Bank or other financial institution which at the time agrees to, in the case of any such Person that is an existing Bank, increase its Commitment). In Commitment and in the event thatcase of any other such Person (each such Person, on the 10th day after the Administrative Agent and each Person that shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by accept an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called assignment as provided in Section 2.7 is an “Augmenting LenderAdditional Bank”), which may include any Lender, become a party to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amountthis Agreement; provided, however, that each Augmenting Lender (that is not any new bank or financial institution must meet the criteria for an existing Lender) shall Eligible Assignee and must in all other respects be subject acceptable to the prior written approval of the Administrative Agent and the Issuing Bank (Swingline Bank, which approvals shall acceptance will not be unreasonably withheld or delayed). The sum of the increases in the Commitments of the existing Banks pursuant to this paragraph (b) plus the Commitments of the Additional Banks shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment Amount. (c) An increase in the aggregate amount of the Aggregate Commitment Amount pursuant to this Section 2.6 shall become effective upon the receipt by the Agent of an agreement in form and substance satisfactory to the Agent signed by the Borrower, by each Additional Bank and by each other Bank whose Aggregate Commitment Amount is to be increased, setting forth the new Commitments of such Banks and setting forth the agreement of each Additional Bank to become a party to this Agreement and to be bound by all the terms and provisions hereof, and such evidence of appropriate corporate authorization on the Borrowers part of the Borrower with respect to the increase in the Commitments and each Augmenting Lender shall execute all such documentation opinions of counsel for the Borrower with respect to the increase in the Aggregate Commitment Amount as the Administrative Agent may reasonably request. (d) Upon the acceptance of any such agreement by the Agent, the Aggregate Commitment Amount shall reasonably specify automatically be increased by the amount of the Commitments added through such agreement. (e) Upon any increase in the aggregate amount of the Commitments pursuant to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount this Section 2.6 that is less than not pro rata among all Banks, within five (5) Business Days, in the increase requested case of any Revolving Advances bearing interest at the Floating Rate, and at the end of the then current Interest Period with respect thereto, in the case of any Revolving Advances bearing interest at a LIBO Rate, the Borrower shall prepay such Advances in their entirety and, to the extent the Borrower elect to do so and subject to the conditions specified in Section 2.5, the Borrower shall reborrow Revolving Advances from the Banks in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Revolving Advances are held by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersthe Banks in such proportion.

Increase of Commitments. (a) El Paso may, by written Upon at least five days’ prior notice to the Administrative AgentAgent (which notice the Administrative Agent shall promptly transmit to each of the Banks), request that the Total Commitment be increased by an Borrower shall have the right, subject to the terms and conditions set forth below, to increase the aggregate amount of the Commitments in multiples of $5,000,000; provided that (i) such increase may be effected by increasing theeither the 2026 Commitments (prior to the 2026 Commitment Termination Date) or the 2027 Commitments or both, so long as such increase satisfies all terms and conditions herein, including, but not limited to, this Section 2.17, (ii) the amount of such increase when added to the aggregate amount of all such prior increases in the Commitments hereunder (including by way of creating new Commitments), on or after the Amendment Effective Date, does not exceed the sum of $500,000,000 and the amount of any Commitments terminated by the Borrower pursuant to Section 2.19(c) and (iii) the total aggregate amount of Commitments hereunder does not, at any time, exceed $2,200,000,000. (a) Any such increase in the Commitments (the “Incremental Facility Amount Commitments”) hereunder shall apply, at such time. Upon the receipt option of such request by the Borrower, (x) to the Commitment of one or more Banks; provided that (i) the Administrative Agent, each Issuing Bank and each Bank the Administrative Agent Commitment of which is to be increased shall deliver a copy thereof consent to each Lender. Such notice shall such increase, (ii) the amount set forth on the amount Commitment Schedule opposite the name of each Bank the requested increase (Commitment of which is being so increased shall be in minimum increments amended to reflect the increased Commitment of $1,000,000 such Bank and a minimum amount (iii) if any Committed Loans are outstanding at the time of $10,000,000 or equal such an increase, the Borrower will, notwithstanding anything to the remaining Incremental Facility Amount) and the date contrary contained in this Agreement, on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice increase, incur and which, repay or prepay one or more Committed Loans from the Banks in any event, must such amounts so that after giving effect thereto the Committed Loans shall be outstanding on or prior a pro rata basis (based on the Commitments of the Banks after giving effect to the Maturity Date), changes made pursuant to this Section 2.17 on such date) from all the Banks or (y) to the creation of a new Commitment of one or more institutions not then a Bank hereunder; provided that (i) such institution becomes a party to this Agreement as a Bank by execution and shall offer each Lender delivery to the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso Borrower and the Administrative Agent given not more than 10 days after of counterparts of this Agreement, (ii) the Commitment Schedule shall be amended to reflect the Commitment of such new Bank, (iii) if requested by such new Bank, the Borrower shall issue a Note to such new Bank in conformity with the provisions of Section 2.05, (iv) if any Committed Loans are outstanding at the time of the creation of such Commitment of such Bank, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of the Administrative Agent’s noticecreation of such Commitment, either agree to increase its Commitment by all incur and repay or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for prepay one or more banks or other entities Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend based on the Commitments or increase their existing Commitments in an aggregate amount equal of the Banks after giving effect to the unsubscribed amount; providedchanges made pursuant to this Section 2.17 on such date) from all the Banks and (v) if such institution is neither a banking institution nor an affiliate of a Bank, however, that each Augmenting Lender (that is not an existing Lender) shall such institution must be subject consented to the prior written approval of by the Administrative Agent and the Issuing Bank (Bank. The date on which approvals shall not be unreasonably withheld or delayed), and the Borrowers conditions set forth in this paragraph are satisfied is the “Increased Amount Date” and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in Bank providing an amount that is less than the increase requested by El Paso if El Paso is unable to arrange forIncremental Commitment, or chooses not to arrange for, Augmenting Lendersan “Incremental Bank”.

Increase of Commitments. (a) El Paso may, by written notice At the request of the Company to the Administrative Agent, request that the Total Commitment aggregate Commitments hereunder may be increased after the Closing Date on one or more occasions by an aggregate amount not to exceed the Incremental Facility Amount at more than $500,000,000 provided that (i) each such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be is in minimum increments of $1,000,000 and a minimum amount of $50,000,000 and $10,000,000 increments in excess thereof, (ii) the sum of the aggregate Commitments hereunder shall not exceed $2,000,000,000 after giving effect to such increases, (iii) each Bank whose Commitment is increased consents, (iv) the consent of the Administrative Agent is obtained, (v) no Default or equal to Event of Default shall have occurred and be continuing, (vi) each of the remaining Incremental Facility Amount) representations and warranties made on the date Closing Date are true and correct in all material respects on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after and as of the date of such notice increase and which(vii) if, after giving effect to such increase, the sum of the aggregate Commitments hereunder shall exceed $1,500,000,000, the approval of the Board of Directors of the Company, or a properly empowered committee of such Board, shall be obtained. (b) In the event that the Company and one or more of the Banks (or other financial institutions which may elect to participate with the consent of the Administrative Agent) shall agree, in any eventaccordance with Section 2.20(a), must upon such an increase in the aggregate Commitments, the Company, the Administrative Agent and each financial institution in question shall enter into a Commitment Increase Supplement (a form of which is attached hereto as Exhibit J) setting forth the amounts of the increase in Commitments and providing that the additional financial institutions participating shall be deemed to be included as Banks for all purposes of this Agreement. Upon the execution and delivery of such Commitment Increase Supplement as provided above, and upon satisfaction of such other conditions as the Administrative Agent may specify (including the delivery of certificates and legal opinions on or prior behalf of the Company relating to the Maturity Dateamendment and new Notes), and this Agreement shall offer each Lender the opportunity be deemed to be amended accordingly. (c) No Bank shall have any obligation to increase its Commitment by its Applicable Percentage in the event of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In request by the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender Company hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.

Increase of Commitments. (a) El Paso may, by written Upon at least five days’ prior notice to the Administrative AgentAgent (which notice the Administrative Agent shall promptly transmit to each of the Banks), request the Borrower shall have the right, subject to the terms and conditions set forth below, to increase the aggregate amount of the Commitments in multiples of $5,000,000; provided that (i) the Total amount of such increase when added to the aggregate amount of all such prior increases in the Commitments hereunder (including by way of creating new Commitments), on or after the Effective Date, does not exceed the sum of $375,000,000 and the amount of any Commitments terminated by the Borrower pursuant to Section 2.19(c) and (ii) the total aggregate amount of Commitments hereunder does not, at any time, exceed $1,500,000,000. (b) Any such increase in the Commitments (the “Incremental Commitments”) hereunder shall apply, at the option of the Borrower, (x) to the Commitment of one or more Banks; provided that (i) the Administrative Agent and each Bank the Commitment of which is to be increased by an aggregate shall consent to such increase, (ii) the amount not set forth on the Commitment Schedule opposite the name of each Bank the Commitment of which is being so increased shall be amended to exceed reflect the Incremental Facility Amount at such time. Upon the receipt increased Commitment of such request Bank and (iii) if any Committed Loans are outstanding at the time of such an increase, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of such increase, incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant to this Section 2.17 on such date) from all the Banks or (y) to the creation of a new Commitment of one or more institutions not then a Bank hereunder; provided that (i) such institution becomes a party to this Agreement as a Bank by execution and delivery to the Borrower and the Administrative Agent of counterparts of this Agreement, (ii) the Commitment Schedule shall be amended to reflect the Commitment of such new Bank, (iii) if requested by such new Bank, the Borrower shall issue a Note to such new Bank in conformity with the provisions of Section 2.05, (iv) if any Committed Loans are outstanding at the time of the creation of such Commitment of such Bank, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of the creation of such Commitment, incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant to this Section 2.17 on such date) from all the Banks and (v) if such institution is neither a banking institution nor an affiliate of a Bank, such institution must be consented to by the Administrative Agent. The date on which the conditions set forth in this paragraph are satisfied is the “Increased Amount Date” and each such Bank providing an Incremental Commitment, an “Incremental Bank”. (c) On any Increased Amount Date on which any Incremental Commitments are effective, subject to the satisfaction of the foregoing conditions, each Incremental Bank shall become a Bank hereunder with respect to its Incremental Commitment and the Incremental Loans made pursuant thereto. (d) The Administrative Agent shall deliver a copy notify the Banks promptly upon receipt of the Borrower’s notice of the Increased Amount Date and in respect thereof to each Lender. Such notice of Incremental Commitments and the Incremental Banks. (e) The terms and provisions of the Incremental Commitments and any Borrowing in respect of such Incremental Commitments shall be, except as otherwise set forth herein, identical to the Commitments on the Effective Date and any other Loans made under this Agreement. (f) It is understood that any increase in the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice Commitments pursuant to the second sentence this Section 2.17 shall not constitute an amendment of this paragraph, Agreement or the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting LendersNotes.

Increase of Commitments. By written notice sent to the Administrative Agent (awhich the Administrative Agent shall promptly distribute to the Banks), the Borrower may request an increase of the aggregate amount of the Commitments; provided that (i) El Paso mayno Default shall have occurred and be continuing; (ii) the Borrower shall have provided evidence satisfactory to the Banks that the Indebtedness to be incurred pursuant to the increase in the Commitments is permitted by the Senior Note THIRD AMENDED AND RESTATED CREDIT AGREEMENT, by written Page 40 Indenture to the extent such Indenture is still in effect; and (iii) the aggregate amount of the Commitments shall not at any time exceed $375,000,000 after giving effect to any such increase. Each Bank, in its sole and absolute discretion, shall determine whether it will increase its Commitment. If one or more of the Banks will not be increasing its Commitment pursuant to such request, then, with notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request another one or more financial institutions, each as approved by the Administrative Agent, Borrower and the Administrative Agent shall deliver (a copy thereof “New Bank”), may commit to each Lender. Such notice shall set forth provide an amount equal to the aggregate amount of the requested increase that will not be provided by the existing Banks (which the “Increase Amount”); provided, that the Commitment of each New Bank shall be in minimum increments at least $5,000,000 and an integral multiple of $1,000,000 and a minimum amount 5,000,000 in excess thereof. Upon receipt of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and from the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphBanks and the Borrower that the Banks, the Increasing Lenders shall or sufficient Banks and New Banks, have agreed pursuant to the preceding sentence commit to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; providedIncrease Amount (or such lesser amount as the Borrower shall agree, however, that each Augmenting Lender (that is not an existing Lender) which shall be subject at least $10,000,000 and an integral multiple of $5,000,000 in excess thereof), then: provided that no Default exists at such time or after giving effect to the prior written approval of requested increase and the Indebtedness to be incurred pursuant to the requested increase is permitted by the Senior Note Indenture to the extent such Indenture is still in effect, the Borrower, the Administrative Agent and the Issuing Bank Banks willing to increase their respective Commitments and the New Banks (which approvals if any) shall execute and deliver an Increased Commitment Supplement in the form attached hereto as Exhibit G (the “Increased Commitment Supplement”). If all existing Banks shall not have provided their pro rata portion of the requested increase, then after giving effect to the requested increase the outstanding Loans may not be unreasonably withheld held pro rata in accordance with the new Commitments. In order to remedy the foregoing, on the effective date of the Increased Commitment Supplement the Banks shall make advances among themselves, such advances to be in amounts sufficient so that after giving effect thereto, the Loans shall be held by the Banks pro rata according to their respective Commitments. The advances made by a Bank under this Section 2.18 shall be deemed to be a purchase of a corresponding amount of the Loans of one or delayed), and more of the Borrowers and each Augmenting Lender shall execute all such documentation as Banks who received the Administrative Agent shall reasonably specify advances. The Commitments of the Banks who do not agree to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may their Commitments can not be made in an amount that is less than the increase requested by El Paso if El Paso is unable reduced or otherwise changed pursuant to arrange for, or chooses not to arrange for, Augmenting Lendersthis Section 2.18.

Increase of Commitments. By written notice sent to the Administrative Agent (awhich the Administrative Agent shall promptly distribute to the Banks), Carlisle may request from time to time an increase of the aggregate amount of the Commitments by an aggregate amount equal to any integral multiple of $5,000,000 and not less than $10,000,000; provided that (i) El Paso mayno Default shall have occurred and be continuing, (ii) the aggregate amount of the Commitments shall not have been reduced, nor shall Carlisle have given notice of any such reduction under Section 2.10, (iii) the aggregate amount of the Commitments can not be increased pursuant to this Section 2.18 more than three (3) times; and (iv) the Commitments may not be increased to an aggregate amount that exceeds $500,000,000. No Bank shall have any obligation to increase its Commitment. A Bank’s decision whether to increase its Commitment under this Section 2.18 if it is requested to do so shall be made in such Bank’s sole and absolute disrection and any failure to respond to a request shall be deemded to be a decsion by written such Bank that it will not increase its Commitment. If one or more of the Banks is not increasing its Commitment, then, with notice to the Administrative AgentAgent and the other Banks, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request another one or more financial institutions, each as approved by the Administrative Agent, Co-Borrowers and the Administrative Agent shall deliver (a copy thereof “New Bank”), may commit to each Lender. Such notice shall set forth provide an amount equal to the aggregate amount of the requested increase that will not be provided by the existing Banks (which the “Increase Amount”); provided, that the Commitment of each New Bank shall be in minimum increments of at least $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) 5,000,000 and the date on which such increase is requested to become effective (which maximum number of New Banks shall be not less than 10 days nor more than 60 days after the date three (3). Upon receipt of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and from the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphBanks and Carlisle that the Banks, the Increasing Lenders shall or sufficient Banks and New Banks, have agreed pursuant to the preceding sentence commit to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; providedIncrease Amount (or such lesser amount as the Co-Borrowers shall agree, however, that each Augmenting Lender (that is not an existing Lender) which shall be subject at least $10,000,000 and an integral multiple of $5,000,000 in excess thereof), then: provided that no Default exists at such time or after giving effect to the prior written approval of requested increase, the Co-Borrowers, the Administrative Agent and the Issuing Bank Banks willing to increase their respective Commitments and the New Banks (if any) shall execute and deliver an Increased Commitment Supplement (herein so called) in the form attached as Exhibit G hereto. If all existing Banks shall not have provided their pro rata portion of the requested increase, on the effective date of the Increased Commitment Supplement the Banks shall make advances among themselves (which approvals shall not may be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation as through the Administrative Agent Agent) so that after giving effect thereto the Committed Loans will be held by the Banks, pro rata in accordance with their respective Applicable Percentages hereunder. The advances made under this Section by each Bank whose Applicable Percentage is new or has increased under the Increased Commitment Supplement (as compared to its Applicable Percentage prior to the effectiveness of the Increased Commitment Supplement) shall reasonably specify be deemed to evidence such Augmenting Lenderbe a purchase of a corresponding amount of the Committed Loans of the Bank or Banks whose Applicable Percentage has decreased (as compared to its Applicable Percentage prior to the effectiveness of the Increased Commitment Supplement). The advances made under this Section shall be Base Rate Borrowings made under each Bank’s Commitment and/or its status as a Lender hereunder. Any such increase may unless another type of Borrowing is selected by Carlisle to be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersapplicable thereto.

Increase of Commitments. (ai) El Paso mayAt any time and from time to time prior to the expiration of the Availability Period, by written notice and so long as no Default or Event of Default shall have occurred which is continuing, the Borrower may elect to increase the aggregate of the Commitments to an amount not exceeding $200,000,000 minus any reductions in the Commitments pursuant to Section 2.07(b), provided that the Company shall not be able to make an election pursuant to this Section 2.01(b) unless and until the Administrative Agent shall have received a certificate, in form and substance satisfactory to the Administrative Agent, request executed by the Secretary or an Assistant Secretary of the Borrower, or other officer of the Borrower having custody of the Borrower’s minute book, dated the date of such election, certifying as to the due adoption and remaining validity of resolutions of the Board of Directors authorizing such election; and provided, that (i) the Total Commitment be increased Borrower shall give at least fifteen (15) Business Days’ prior written notice of such increase to the Administrative Agent and each existing Lender, (ii) each existing Lender shall have the right (but not the obligation) to subscribe to its pro rata share of the proposed increase in the Commitments by an aggregate amount not giving written notice of such election to exceed the Incremental Facility Amount at such time. Upon Borrower and the Administrative Agent within ten (10) Business Days after receipt of a notice from the Borrower as above described and only if an existing Lender does not exercise such request election may the Borrower elect to add a new Lender, (iii) no Lender shall be required to increase its Commitment unless it shall have expressly agreed to such increase in writing, (iv) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lender (to the extent applicable, i.e., required approvals, minimum amounts and the like), (v) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Commitment, (vi) no Lender shall have any right to decrease its Commitment as a result of such increase of the aggregate amount of the Commitments, (vii) the Administrative Agent shall deliver a copy thereof have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Commitments, (viii) such option to increase the Commitments may only be exercised once and (ix) the consent of the Lenders shall be required for any increase of the Commitments (such consent to be given or denied in their sole discretion and subject to such terms as they may then require). The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Commitments. Such The Borrower may request an increase of the aggregate Commitments by notice shall set forth in substantially the form of Exhibit H hereto of the amount of the requested such proposed increase (which shall be in minimum increments of $1,000,000 and such notice, a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount“Commitment Increase Notice”). (ii) and the date on which Any such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, Commitment Increase Notice must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by subscribe for its Applicable Percentage of the proposed increased amountCommitments. Each Lender shall, If any portion of the increased Commitments is not subscribed for by notice the Lenders within fifteen (15) Business Days following Borrower’s delivery of the Commitment Increase Notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El PasoBorrower may, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”)in its sole discretion, which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be but subject to the prior written approval consent of the Administrative Agent and the Issuing Bank (which approvals consent shall not be unreasonably withheld conditioned, delayed or delayedwithheld) as to any Person that is not at such time a Lender, offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to acquire such unsubscribed portion of the increased Commitments pursuant to Section 2.01(b)(ii) or Section 2.01(b)(iii), as applicable, to increase the aggregate amount of Commitments to $200,000,000. (iii) Any bank or financial institution (that is not a Lender or its Affiliate) that the Borrower selects to offer participation in the increased Commitments and that elects to obtain a Commitment shall execute an Acceptance with the Borrower and the Administrative Agent, whereupon such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and this Agreement shall be deemed to be amended to add the New Lender as a Lender and the definition of Commitment in Section 1.01 shall be deemed amended to add the name and Commitment of such New Lender, provided that the Commitment of any such New Lender shall be in an amount not less than $5,000,000 unless the Borrower and the Administrative Agent otherwise consent. (iv) Any Lender that accepts an offer to it by the Borrower to increase its Commitment pursuant to this Section 2.01(b) shall, in each case, execute a Commitment Increase Agreement with the Borrower and the Administrative Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and the definition of Commitment in Section 1.01 shall be deemed to be amended to so increase the Commitment of such Lender. (v) On the effective date of an Acceptance, the applicable New Lender, or the effectiveness of a Commitment Increase Agreement, the applicable Lender, as the case may be (the “Re-Allocation Date”), will acquire LC Exposure described under clause (b) of the definition of LC Exposure in an amount equal to the percentage of all such outstanding LC Exposures that such Person’s increase in Commitment occurring on the Re-Allocation Date bears to all Commitments in effect on the Re-Allocation Date, and each other Lender shall be deemed to sell to such New Lender or Lender, as the case may be, such other Lender’s pro rata share of such outstanding LC Exposure acquired hereunder by such New Lender or Lender. All Loans (including conversions or continuations of Loans) made by each Lender, and LC Exposure purchased by each Lender, shall be pro rata to each Lender based on its respective Commitment in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Eurodollar Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Eurodollar Loans on the Borrowers last day of the Interest Period applicable thereto and each Augmenting the making of new Eurodollar Loans pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding. (vi) Notwithstanding anything to the contrary in this Section 2.01(b), no Lender shall execute all such documentation as the Administrative Agent shall reasonably specify have any obligation to evidence such Augmenting Lender’s increase its Commitment and/or unless it agrees to do so in its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lenderssole discretion.

Increase of Commitments. (a) El Paso The Company and any one or more Banks (including New Banks) may, by written notice to the Administrative Agentat any time when no Default or Event of Default has occurred and is continuing, request agree that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative AgentBanks shall make, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth obtain or increase the amount of their Commitments by executing and delivering to the requested Agent an Increased Commitment Notice specifying (i) the amount of such increase and (which ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed $500,000,000 and (ii) without the consent of the Agent, (x) each increase effected pursuant to this paragraph shall be in minimum increments of $1,000,000 and a minimum amount of at least $10,000,000 or equal to the remaining Incremental Facility Amount25,000,000 and (y) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor no more than 60 days six Increased Commitment Closing Dates may be selected by the Company after the date of such notice and which, Closing Date. No Bank shall have any obligation to participate in any eventincrease described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank financial institution or other entity being called an “Augmenting Lender”)which, which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to with the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval consent of the Administrative Company, the Agent and the Issuing Bank (which approvals consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Borrowers Agent (including as to the initial interest applicable to such Loans), and each Augmenting Lender payments of principal, interest and fees under this Agreement shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made by the Company to give effect to such procedures and the timing of such increased Commitments. On each Increased Commitment Closing Date, participating interests in an amount that is less than Letters of Credit shall be adjusted as directed by the increase requested by El Paso if El Paso is unable Agent to arrange for, reflect the then respective Commitment Percentages of the Banks. Payments to the Banks in respect of the Loans and Letters of Credit will be made to give effect to the allocations or chooses not to arrange for, Augmenting Lendersreallocations described in this subsection.

Increase of Commitments. (a) El Paso The Company and any one or more Banks (including New Banks) may, by written notice to the Administrative Agentat any time when no Default or Event of Default has occurred and is continuing, request agree that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative AgentBanks shall make, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth obtain or increase the amount of their Commitments by executing and delivering to the requested Agent an Increased Commitment Notice specifying (i) the amount of such increase and (which ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $500,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in minimum increments of $1,000,000 and a minimum amount of at least $10,000,000 or equal 10,000,000. No Bank shall have any obligation to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, participate in any eventincrease described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank financial institution or other entity being called an “Augmenting Lender”)which, which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to with the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval consent of the Administrative Agent Company and the Issuing Bank Agent (which approvals consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Borrowers Agent (including as to the initial interest applicable to such Loans), and each Augmenting Lender payments of principal, interest and fees under this Agreement shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in an amount that is less than respect of the increase requested by El Paso if El Paso is unable Loans will be made to arrange for, give effect to the allocations or chooses not to arrange for, Augmenting Lendersreallocations described in this subsection.

Increase of Commitments. (a) El Paso mayThe Borrower may from time to time, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Banks), request that the Total Commitment aggregate amount of the Commitments be increased by an amount that is not less than $20,000,000 and will not result in the aggregate amount not to exceed of the Incremental Facility Amount at Commitments exceeding $200,000,000. Each such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the requested amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum the aggregate amount of $10,000,000 or equal to the remaining Incremental Facility Amount) Commitments and the date on which such increase is requested to become effective (which shall be not less fewer than 10 days nor more than 60 twenty days after the date of such notice and which, in any event, must be on or prior to the Maturity Datenotice), and shall offer each Lender Bank the opportunity to increase its Commitment by its Applicable Percentage ratable share, based on the amounts of the proposed increased amountBanks' Commitments on the date of such notice, of the requested increase in the aggregate amount of the Commitments. Each Lender Bank shall, by notice to El Paso the Borrower and the Administrative Agent given not more than 10 days ten Domestic Business Days after the date of the Administrative Agent’s Borrower's notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender Bank that does not deliver such a notice within such period of 10 days ten Domestic Business Days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day tenth Domestic Business Day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Lenders Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Commitments requested by El Pasothe Borrower, El Paso may the Borrower shall have the right to arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution being called an “Augmenting Lender”"AUGMENTING BANK"), which may include any LenderBank, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Lender (that is Bank, if not an existing Lender) already a Bank hereunder, shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals approval shall not be unreasonably withheld or delayed), ) and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender Bank hereunder. Any such If (and only if) Banks (including Augmenting Banks) shall have agreed to increase may be made their Commitments or to extend new Commitments in an aggregate amount that is not less than $20,000,000, such increases and such new Commitments shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of this Section. Notwithstanding the foregoing, no increase requested in the aggregate amount of the Commitments (or in the Commitment of any Bank) shall become effective under this paragraph unless, on the date of such increase, (i) the conditions set forth in 3.02(c) and 3.02(d) shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by El Paso if El Paso is unable to arrange for, the chief financial officer or chooses not to arrange for, Augmenting Lenderstreasurer of the Borrower or (ii) the Banks shall have waived the requirements set forth in clause (i) of this sentence.

Increase of Commitments. (a) El Paso So long as no Event of Default has occurred and is continuing, the Borrower may from time to time, upon at least 10 days’ written notice to the Agent (who shall promptly provide a copy of such notice to each Bank), propose to increase the Aggregate Commitment Amount by increments of $25,000,000, to an amount not to exceed $2,000,000,000 (the amount of any such increase, the “Additional Commitment Amount”). Each Bank may, not more than 10 Business Days following receipt of such notice, elect by written notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) Borrower and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity Agent to increase its Commitment by a principal amount equal to its Applicable Percentage of the proposed increased amountAdditional Commitment Amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree No Bank (or any successor thereto) shall have any obligation to increase its Commitment or its other obligations under this Agreement and the other Loan Documents, and any decision by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline Bank to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined made in its sole discretion independently from any other Bank. (b) If any Bank shall not elect to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice Commitment pursuant to the second sentence of this paragraphparagraph (a), the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El PasoBorrower may designate another bank or other financial institution (which may be, El Paso may arrange for but need not be, one or more banks or other entities (of the existing Banks) which at the time agrees to, in the case of any such bank or Person that is an existing Bank, increase its Commitment and in the case of any other entity being called such Person (each such Person, and each Person that shall accept an assignment as provided in Section 2.7 is an “Augmenting LenderAdditional Bank”), which may include any Lender, become a party to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amountthis Agreement; provided, however, that each Augmenting Lender (that is not any new bank or financial institution must meet the criteria for an existing Lender) shall Eligible Assignee and must in all other respects be subject acceptable to the prior written approval of the Administrative Agent and the Issuing Bank (Swingline Bank, which approvals shall acceptance will not be unreasonably withheld or delayed). The sum of the increases in the Commitments of the existing Banks pursuant to this paragraph (b) plus the Commitments of the Additional Banks shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment Amount. (c) An increase in the aggregate amount of the Aggregate Commitment Amount pursuant to this Section 2.6 shall become effective upon the receipt by the Agent of an agreement in form and substance satisfactory to the Agent signed by the Borrower, by each Additional Bank and by each other Bank whose Aggregate Commitment Amount is to be increased, setting forth the new Commitments of such Banks and setting forth the agreement of each Additional Bank to become a party to this Agreement and to be bound by all the terms and provisions hereof, and such evidence of appropriate corporate authorization on the Borrowers part of the Borrower with respect to the increase in the Commitments and each Augmenting Lender shall execute all such documentation opinions of counsel for the Borrower with respect to the increase in the Aggregate Commitment Amount as the Administrative Agent may reasonably request. (d) Upon the acceptance of any such agreement by the Agent, the Aggregate Commitment Amount shall reasonably specify automatically be increased by the amount of the Commitments added through such agreement. (e) Upon any increase in the aggregate amount of the Commitments pursuant to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount this Section 2.6 that is less than not pro rata among all Banks, within five (5) Business Days, in the increase requested case of any Revolving Advances bearing interest at the Floating Rate, and at the end of the then current Interest Period with respect thereto, in the case of any Revolving Advances bearing interest at a LIBO Rate, the Borrower shall prepay such Advances in their entirety and, to the extent the Borrower elect to do so and subject to the conditions specified in Section 2.5, the Borrower shall reborrow Revolving Advances from the Banks in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Revolving Advances are held by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersthe Banks in such proportion.

Increase of Commitments. (a) El Paso mayIf no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrower may at any time and from time to time request an increase of the aggregate Commitments by written notice to the Administrative AgentAgent in writing, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth in the amount of such proposed increase request, substantially in the requested increase form of Exhibit 2.17(a) (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its a “Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting LenderIncrease Notice”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that (i) each Augmenting Lender such increase shall be at least $5,000,000, (ii) the cumulative increase in Commitments pursuant to this Section 2.17 shall not exceed $75,000,000 without the approval of the Majority Banks, (iii) the Commitment of any Bank may not be increased without such Bank’s consent, and (iv) the aggregate amount of the Banks’ Commitments shall not exceed $325,000,000 without the approval of the Majority Banks. Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitment. If any portion of the increased Commitment is not subscribed for by such Banks, the Borrower may, in its sole discretion, but with the consent of the Agent as to any Person that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing at such time a Bank (which approvals consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) or (c) below, as applicable. (b) Any additional bank or financial institution that the Borrower selects to offer participation in the increased Commitment shall become a party to this Agreement by executing and delivering to the Agent an agreement, substantially in the form of Exhibit 2.17(b) (a “New Bank Agreement”) setting forth its Commitment, whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the Borrowers signature pages hereof shall be deemed to be amended to add the name of such New Bank and the definition of Commitment in Annex A of the Credit Agreement hereof shall be deemed amended to increase the aggregate Commitments of the Banks by the Commitment of such New Bank, provided that the Commitment of any New Bank shall be an amount not less than $5,000,000. (c) Any Bank that accepts an offer to it by the Borrower to increase its Commitment pursuant to this Section 2.17 shall, in each Augmenting Lender case, execute a Commitment Increase Agreement with the Borrower and the Agent, whereupon such Bank shall execute all be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and the definition of Commitment in Annex A hereof shall be deemed to be amended to reflect such documentation increase. (d) The effectiveness of any New Bank Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Borrower and legal opinions of counsel to the Borrower as the Administrative Agent shall reasonably specify request with respect thereto, in each case in form and substance reasonably satisfactory to evidence such Augmenting Lenderthe Agent. (e) If any bank or financial institution becomes a New Bank pursuant to Section 2.17(b) or any Bank’s Commitment and/or its status as a Lender hereunder. Any such increase may is increased pursuant to Section 2.17(c), additional Loans made on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata based on their respective Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Bank and/or Banks with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto and the making of new Loans of the same Type pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. (f) If on any Re-Allocation Date there is an unpaid principal amount of Fixed Rate Loans or Prime Rate Loans, (i) any such Prime Rate Loans shall be reallocated immediately among the Banks (including any New Banks and any Banks that is less than have executed a Commitment Increase Agreement) so that all Borrowing and Loans that are outstanding are pro rated based on each Bank’s Commitment, after giving effect to the increase requested by El Paso if El Paso is unable Re-Allocation Date, and (ii) any such Fixed Rate Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to arrange forprepay any thereof in accordance with the applicable provisions of this Agreement), or chooses not and interest on and repayments of all Loans will be paid thereon to arrange for, Augmenting Lendersthe respective Banks holding same pro rata based on the respective principal amounts thereof outstanding.

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

Increase of Commitments. (a) El Paso mayThe Borrower may from time to time, by written notice delivered to the Administrative Agent, request that elect to increase the Total Commitment be increased by an aggregate amount not Revolving Commitments or the Delayed Draw Term Commitments or to exceed the add one or more new tranches of term loans (such new term loans, “Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative AgentTerm Loans”) hereunder, the Administrative Agent shall deliver a copy thereof to in each Lender. Such notice shall set forth the amount of the requested increase (which shall be case in minimum increments of $1,000,000 5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days $20,000,000, so long as, after giving effect thereto, the date aggregate amount of such notice increases does not exceed $325,000,000 and whichafter giving effect to any such increase, in the Commitments do not exceed $975,000,000. The Borrower may arrange for any event, must such increase to be on provided by one or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount Lenders (each Lender so agreeing being to an increase in its Delayed Draw Term Commitment or Revolving Commitment, or to make available Incremental Term Loans, an “Increasing Lender”) ), or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks new banks, financial institutions or other entities (any each such bank new bank, financial institution or other entity being called entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which may include any Lender, agree to extend Commitments or increase their existing Revolving Commitments in an aggregate amount equal or Delayed Draw Term Commitments, or to provide new Revolving Commitments, Delayed Draw Term Commitments or new term loans, as the unsubscribed amountcase may be; provided, however, that provided (i) each Augmenting Lender (that is not an existing Lender) , shall be subject to the prior written approval of the Borrower, the Administrative Agent and the Issuing Bank (which approvals shall not Banks and the Swingline Lender to the extent the consent of the Issuing Banks or the Swingline Lender would be unreasonably withheld or delayedrequired to effect an assignment under Section 9.04(b), and (ii) (x) in the Borrowers case of an Increasing Lender in respect of an increase to the Revolving Commitments or the Delayed Draw Term Commitments, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit C hereto, and (y) in the case of an Augmenting Lender in respect of an increase to the Revolving Commitments or the Delayed Draw Term Commitments, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit D hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Commitments, Delayed Draw Term Commitments or an addition of Incremental Term Loans pursuant to this Section 2.20. Increases and new Revolving Commitments, Delayed Draw Term Commitments or the addition of Incremental Term Loans pursuant to this Section 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in the Revolving Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenants contained in Section 6.12 and (ii) the Administrative Agent shall have received evidence reasonably acceptable to the Administrative Agent as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. Notwithstanding the foregoing, no increase in the Delayed Draw Term Commitments (or in the Delayed Draw Term Loan Loans of any Lender) and no addition of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived in accordance with Section 9.02 and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenants contained in Section 6.12, (ii) the Administrative Agent shall have received evidence reasonably acceptable to the Administrative Agent as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase and (iii) in respect of an addition of Incremental Term Loans, such Incremental Term Loans (A) shall be unsecured, (B) shall be pari passu in right of payment with any then-existing Delayed Draw Term Loans and any other Class of Incremental Term Loans added pursuant to this Section 2.20 (unless the Borrower and the lenders providing such Incremental Term Loans elect to share in such prepayments on a less than pro rata basis) and (C) shall have a maturity date, amortization schedule, interest rates, interest margins, rate floors, upfront fees, funding discounts and original issue discounts as determined by the Borrower and the lenders providing such new Incremental Term Loans. On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall execute all make available to the Administrative Agent such documentation amounts in immediately available funds as the Administrative Agent shall reasonably specify determine, for the benefit of the other Lenders, as being required in order to evidence cause, after giving effect to such Augmenting increase and the use of such amounts to make payments to such other Revolving Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal its Applicable Percentage of such outstanding Revolving Loans and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. Notwithstanding anything herein to the contrary, the Administrative Agent, the Borrower and the applicable Augmenting Lenders and/or Increasing Lenders may agree upon procedures for phasing in any increase to minimize breakage costs or for reasons of convenience. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment or Delayed Draw Term Commitment or to provide Incremental Term Loans hereunder at any time. In connection with any increase of the Revolving Commitments, Delayed Draw Term Commitments or the addition of Incremental Term Loans pursuant to this Section 2.20, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or its status such other information as a Lender hereundershall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act. (b) Any increase in the Revolving Commitments or the Delayed Draw Term Commitments may be implemented using customary documentation (any such documentation, an “Incremental Agreement”) and any addition of Incremental Term Loans shall be implemented pursuant to an Incremental Agreement. Any Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to an Incremental Agreement, without the consent of Lenders other than the Lenders providing such increase may be made in an amount that is less than the Revolving Commitments, the Delayed Draw Term Commitments or providing Incremental Term Loans, as applicable, to the extent necessary to (i) reflect the existence and terms of such increase requested by El Paso if El Paso is unable or addition and (ii) address technical issues relating to arrange forfunding and payments, or chooses not and the Required Lenders hereby expressly authorize the Administrative Agent to arrange for, Augmenting Lendersenter into any such Incremental Agreement.

Increase of Commitments. (a) El Paso may, by written Upon at least 15 days' prior notice to the Administrative AgentAgent (which notice the Administrative Agent shall promptly transmit to each of the Banks), request the Borrower shall have the right, subject to the terms and conditions set forth below, to increase the aggregate amount of the Commitments in multiples of $5,000,000; provided that the Total amount of such increase when added to the aggregate amount of all such prior increases in the Commitments hereunder and all prior or contemporaneous increases in the commitments under the Other Credit Facilities (including in each case by way of creating new Commitments), in each case on or after the Effective Date, does not exceed $500,000,000. (b) Any such increase in the Commitments hereunder shall apply, at the option of the Borrower, (x) to the Commitment of one or more Banks; provided that (i) the Administrative Agent and each Bank whose Commitment is to be increased by an aggregate shall consent to such increase, (ii) the amount not set forth on the Commitment Schedule opposite the name of each Bank the Commitment of which is being so increased shall be amended to exceed reflect the Incremental Facility Amount at such time. Upon the receipt increased Commitment of such request Bank and (iii) if any Committed Loans are outstanding at the time of such an increase, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of such increase, incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant to this Section 2.17 on such date) from all the Banks or (y) to the creation of a new Commitment of an institution not then a Bank hereunder; provided that (i) such institution becomes a party to this Agreement as a Bank by execution and delivery to the Borrower and the Administrative Agent of counterparts of this Agreement, (ii) the Commitment Schedule shall be amended to reflect the Commitment of such new Bank, (iii) if requested by such new Bank, the Borrower shall issue a Note to such new Bank in conformity with the provisions of Section 2.05, (iv) if any Committed Loans are outstanding at the time of the creation of such Commitment of such Bank, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of the creation of such Commitment, incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant to this Section 2.17 on such date) from all the Banks and (v) if such institution is neither a banking institution nor an affiliate of a Bank, such institution must be consented to by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth . (c) It is understood that any increase in the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice Commitments pursuant to the second sentence this Section 2.17 shall not constitute an amendment of this paragraph, Agreement or the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting LendersNotes.

Increase of Commitments. PageNum# (a) El Paso may, by written notice with respect to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt Letters of such request by the Administrative Agent, the Administrative Agent Credit shall deliver a copy thereof to each Lender. Such notice shall set forth the amount remain applicable following any increase of the requested increase (which Commitments in accordance with this Section 2.25. No Lender shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity required to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or may decline to increase its Commitment (and in its sole discretion. If any Lender that does not deliver shall fail to respond, such a notice within such period of 10 days shall be Lender will have deemed to have declined declined. The Agent shall allocate any increase in the Commitments to existing Lenders willing to increase their respective Commitments prior to the allocation of such requested increase to any new Lenders to become a party to this Agreement. All such allocations shall be in the Agent’s sole discretion but not in an amount in excess of each such Lender’s increased Commitment. If a new Lender becomes a party to this Agreement as provided herein, or if any existing Lender agrees to increase its Commitment). In the event that, such Lender shall on the 10th day date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its pro rata share (or in the case of an existing Lender, the increase in the amount of its pro rata share, in each case as determined after the Administrative Agent shall have delivered a notice pursuant giving effect to the second sentence increase of this paragraphthe Commitments) of any outstanding Loans, the Increasing Lenders shall have agreed pursuant by making available to the preceding sentence to increase their Commitments by Agent for the account of such other Lenders, in same day funds, an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; providedsum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, howeverif any, to such Lenders under Section 2.14 as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if the following conditions are not met immediately prior to such increase and immediately after giving effect thereto, (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents. In connection with any increase in the Commitments pursuant to this Section, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each Augmenting Lender (that is not an existing new Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the Borrowers and each Augmenting Lender shall execute all amount of such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunderwithin five Business Days of such Lender’s request therefor. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.LEGAL02/33558006v8

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

Increase of Commitments. The Borrower shall have the right at any time during the term of this Agreement to request increases in the aggregate amount of the Commitments (aprovided that the aggregate amount of the Commitments after giving effect to any increases pursuant to this Section shall not exceed $750,000,000) El Paso may, by providing written notice to the Administrative Agent, request that which notice shall be irrevocable once given. Each such increase in the Total Commitment Commitments must be increased by in an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) 25,000,000 and the date on which such increase is requested to become effective (which integral multiples of $5,000,000 in excess thereof. No Lender shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity required to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any new Lender that does not deliver becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a notice within such period of 10 days shall be deemed new Lender becomes a party to have declined this Agreement, or if any existing Lender agrees to increase its Commitment). In the event that, such Lender shall on the 10th day date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case as determined after the Administrative Agent shall have delivered a notice pursuant giving effect to the second sentence increase of this paragraphCommitments) of any outstanding Revolving Loans, the Increasing Lenders shall have agreed pursuant by making available to the preceding sentence to increase their Commitments by Agent for the account of such other Lenders at the Principal Office, in same day funds, an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; providedsum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.4.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, howeverif any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each Augmenting Lender (that is not an existing new Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the Borrowers and each Augmenting Lender shall execute all amount of such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such within 2 Business Days of the effectiveness of the applicable increase may be made in an the aggregate amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersof Commitments.

Increase of Commitments. (a) El Paso may, by written Upon at least five days’ prior notice to the Administrative AgentAgent (which notice the Administrative Agent shall promptly transmit to each of the Banks), request that the Total Commitment be increased by an Borrower shall have the right, subject to the terms and conditions set forth below, to increase the aggregate amount of the Commitments in multiples of $5,000,000; provided that (i) such increase may be effected by increasing the 2017 Commitment, the 2018 Commitment or any combination of the foregoing, so long as such increase satisfies all terms and conditions herein, including, but not limited to, this Section 2.17, (ii) the amount of such increase when added to the aggregate amount of all such prior increases in the Commitments hereunder (including by way of creating new Commitments), on or after the Amendment Effective Date, does not exceed the sum of $500,000,000 and the amount of any Commitments terminated by the Borrower pursuant to Section 2.19(c) and (iii) the total aggregate amount of Commitments hereunder does not, at any time, exceed $2,200,000,000. (b) Any such increase in the Commitments (the “Incremental Facility Amount Commitments”) hereunder shall apply, at such time. Upon the receipt option of such request by the Borrower, (x) to the Commitment of one or more Banks; provided that (i) the Administrative Agent, each Issuing Bank and each Bank the Administrative Agent Commitment of which is to be increased shall deliver a copy thereof consent to each Lender. Such notice shall such increase, (ii) the amount set forth on the amount Commitment Schedule opposite the name of each Bank the requested increase (Commitment of which is being so increased shall be in minimum increments amended to reflect the increased Commitment of $1,000,000 such Bank and a minimum amount (iii) if any Committed Loans are outstanding at the time of $10,000,000 or equal such an increase, the Borrower will, notwithstanding anything to the remaining Incremental Facility Amount) and the date contrary contained in this Agreement, on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice increase, incur and which, repay or prepay one or more Committed Loans from the Banks in any event, must such amounts so that after giving effect thereto the Committed Loans shall be outstanding on or prior a pro rata basis (based on the Commitments of the Banks after giving effect to the Maturity Date), changes made pursuant to this Section 2.17 on such date) from all the Banks or (y) to the creation of a new Commitment of one or more institutions not then a Bank hereunder; provided that (i) such institution becomes a party to this Agreement as a Bank by execution and shall offer each Lender delivery to the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso Borrower and the Administrative Agent given not more than 10 days after of counterparts of this Agreement, (ii) the Commitment Schedule shall be amended to reflect the Commitment of such new Bank, (iii) if requested by such new Bank, the Borrower shall issue a Note to such new Bank in conformity with the provisions of Section 2.05, (iv) if any Committed Loans are outstanding at the time of the creation of such Commitment of such Bank, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of the Administrative Agent’s noticecreation of such Commitment, either agree to increase its Commitment by all incur and repay or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for prepay one or more banks or other entities Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend based on the Commitments or increase their existing Commitments in an aggregate amount equal of the Banks after giving effect to the unsubscribed amount; providedchanges made pursuant to this Section 2.17 on such date) from all the Banks and (v) if such institution is neither a banking institution nor an affiliate of a Bank, however, that each Augmenting Lender (that is not an existing Lender) shall such institution must be subject consented to the prior written approval of by the Administrative Agent and the Issuing Bank. The date on which the conditions set forth in this paragraph are satisfied is the “Increased Amount Date” and each such Bank providing an Incremental Commitment, an “Incremental Bank”. (c) On any Increased Amount Date on which approvals any Incremental Commitments are effective, subject to the satisfaction of the foregoing conditions, each Incremental Bank shall not be unreasonably withheld or delayed), become a Bank hereunder with respect to its Incremental Commitment and the Borrowers and each Augmenting Lender shall execute all such documentation as the incremental loans made pursuant thereto. (d) The Administrative Agent shall reasonably specify notify the Banks promptly upon receipt of the Borrower’s notice of the Increased Amount Date and in respect thereof of Incremental Commitments and the Incremental Banks. (e) The terms and provisions of the Incremental Commitments and any Borrowing in respect of such Incremental Commitments shall be, except as otherwise set forth herein, identical to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any the Commitments on the Amendment Effective Date and any other Loans made under this Agreement. (f) It is understood that any increase in the amount of the Commitments pursuant to this Section 2.17 shall not constitute an amendment of this Agreement or the Notes and that no Bank shall have any obligation to participate in such increase may be made except in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersits absolute and sole discretion.

Increase of Commitments. With the prior consent of the Agent, the Borrower shall have the right at any time during the term of this Agreement to request increases in the aggregate amount of the Commitments (aprovided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $350,000,000) El Paso may, by providing written notice to the Administrative Agent, request that which notice shall be irrevocable once given. Each such increase in the Total Commitment Commitments must be increased by in an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) 25,000,000 and the date on which such increase is requested to become effective (which integral multiples of $5,000,000 in excess thereof. No Lender shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity required to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any new Lender that does not deliver becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a notice within such period of 10 days shall be deemed new Lender becomes a party to have declined this Agreement, or if any existing Lender agrees to increase its Commitment). In the event that, such Lender shall on the 10th day date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case as determined after the Administrative Agent shall have delivered a notice pursuant giving effect to the second sentence increase of this paragraphCommitments) of any outstanding Revolving Loans, the Increasing Lenders shall have agreed pursuant by making available to the preceding sentence to increase their Commitments by Agent for the account of such other Lenders at the Principal Office, in same day funds, an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; providedsum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, howeverif any, that each Augmenting Lender to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (that x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase (except for representations or warranties which expressly relate solely to an existing Lender) shall be subject to earlier date). In connection with any increase in the prior written approval aggregate amount of the Administrative Agent Commitments pursuant to this Section, any Lender becoming a party hereto (or increasing its Commitment) and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender Borrower shall execute all such documentation documents and agreements (in the case of the Borrower, including resolutions) as the Administrative Agent shall may reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersrequest.

Increase of Commitments. (a) El Paso mayIf no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrower may at any time and from time to time request an increase of the aggregate Commitments by written notice to the Administrative Agent in writing, in a form reasonably satisfactory to the Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested such proposed increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its a “Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting LenderIncrease Notice”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that (i) each Augmenting Lender such increase shall be at least $5,000,000, (ii) the cumulative increase in Commitments pursuant to this Section 2.16 shall not exceed $75,000,000, (iii) the Commitment of any Bank may not be increased without such Bank’s consent, and (iv) the aggregate amount of the Banks’ Commitments shall not exceed $225,000,000 without the approval of the Majority Banks. Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitment. If any portion of the increased Commitment is not subscribed for by such Banks, the Borrower may, in its sole discretion, but with the consent of the Agent as to any Person that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing at such time a Bank (which approvals consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) or (c) below, as applicable. (b) Any additional bank or financial institution that the Borrower selects to offer participation in the increased Commitment shall become a party to this Agreement by executing and delivering to the Agent a New Bank Agreement setting forth its Commitment, whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the Borrowers signature pages hereof shall be deemed to be amended to add the name of such New Bank and the definition of Commitment in Annex A of the Credit Agreement hereof shall be deemed amended to increase the aggregate Commitments of the Banks by the Commitment of such New Bank, provided that the Commitment of any New Bank shall be an amount not less than $5,000,000. (c) Any Bank that accepts an offer to it by the Borrower to increase its Commitment pursuant to this Section 2.16 shall, in each Augmenting Lender case, execute a Commitment Increase Agreement with the Borrower and the Agent, whereupon such Bank shall execute all be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and the definition of Commitment in Annex A hereof shall be deemed to be amended to reflect such documentation increase. (d) The effectiveness of any New Bank Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Borrower and legal opinions of counsel to the Borrower as the Administrative Agent shall reasonably specify request with respect thereto, in each case in form and substance reasonably satisfactory to evidence such Augmenting Lenderthe Agent. (e) If any bank or financial institution becomes a New Bank pursuant to Section 2.16(b) or any Bank’s Commitment and/or its status as a Lender hereunder. Any such increase may is increased pursuant to Section 2.16(c), additional Loans made on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata based on their respective Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Bank and/or Banks with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto and the making of new Loans of the same Type pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. (f) If on any Re-Allocation Date there is an unpaid principal amount of Fixed Rate Loans or Prime Rate Loans, (i) any such Prime Rate Loans shall be reallocated immediately among the Banks (including any New Banks and any Banks that is less than have executed a Commitment Increase Agreement) so that all Borrowing and Loans that are outstanding are pro rated based on each Bank’s Commitment, after giving effect to the increase requested by El Paso if El Paso is unable Re-Allocation Date, and (ii) any such Fixed Rate Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to arrange forprepay any thereof in accordance with the applicable provisions of this Agreement), or chooses not and interest on and repayments of all Loans will be paid thereon to arrange for, Augmenting Lendersthe respective Banks holding same pro rata based on the respective principal amounts thereof outstanding.”

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

Increase of Commitments. (a) El Paso may, by written Upon at least 15 days prior notice to the Administrative AgentAgent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), request the Borrower shall have the right, subject to the terms and conditions set forth below, to increase the aggregate amount of the Commitments in multiples of $5,000,000; provided that (i) it shall be a condition to the Total effectiveness of any such increase that at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) the amount of such increase when added to the aggregate amount of all such prior increases in the Commitments hereunder (including by way of creating new Commitments) on or after the Effective Date does not exceed $150,000,000. (b) Any such increase in the Commitments hereunder shall apply, at the option of the Borrower, (x) to the Commitment of one or more Lenders; provided that (i) the Administrative Agent and each Lender whose Commitment is to be increased shall consent to such increase, (ii) the amount set forth on Schedule 2.01 opposite the name of each Lender the Commitment of which is being so increased shall be amended to reflect the increased Commitment of such Lender, (iii) if any Revolving Loans are outstanding at the time of such an increase, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of such increase, incur and repay or prepay one or more Revolving Loans in such amounts so that after giving effect thereto the Revolving Loans shall be outstanding on a pro rata basis (based on the Commitments of the Lenders after giving effect to the changes made pursuant to this Section 2.19 on such date) from all the Lenders and (iv) if any Letters of Credit are outstanding at the time of such an increase, the amount of the participations held by each Lender in each such Letter of Credit shall be adjusted so that, after giving effect to such adjustment, each Lender shall hold a participation in each such Letter of Credit in an amount equal to such Lender’s Applicable Percentage, calculated after giving effect to the increase in the Commitments pursuant to this Section 2.19, of the aggregate amount available to be drawn under such Letter of Credit or (y) to the creation of a new Commitment of an institution not then a Lender hereunder; provided that (i) such institution becomes a party to exceed this Agreement as a Lender by execution and delivery to the Incremental Facility Amount at such time. Upon Borrower and the receipt Administrative Agent of counterparts of this Agreement, (ii) Schedule 2.01 shall be amended to reflect the Commitment of such request new Lender, (iii) if any Revolving Loans are outstanding at the time of the creation of such Commitment of such Lender, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of the creation of such Commitment, incur and repay or prepay one or more Revolving Loans in such amounts so that after giving effect thereto the Revolving Loans shall be outstanding on a pro rata basis (based on the Commitments of the Lenders after giving effect to the changes made pursuant to this Section 2.19 on such date) from all the Lenders, (iv) if any Letters of Credit are outstanding at the time of the creation of such Commitment of such Lender, the amount of the participations held by each Lender in each such Letter of Credit shall be adjusted so that, after giving effect to such adjustment, each Lender shall hold a participation in each such Letter of Credit in an amount equal to such Lender’s Applicable Percentage, calculated after giving effect to the increase in the Commitments pursuant to this Section 2.19, of the aggregate amount available to be drawn under such Letter of Credit and (v) if such institution is not an Affiliate of a then existing Lender or an Approved Fund, such institution must be consented to by the Administrative Agent, the Administrative Agent shall deliver a copy thereof Issuing Banks and the Swingline Lenders (each such consent not to each Lender. Such notice shall set forth be unreasonably withheld). (c) It is understood that any increase in the amount of the requested increase (which Commitments pursuant to this Section 2.19 shall be not constitute an amendment of this Agreement. This Section shall supersede any provisions in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal Section 2.16(c) to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lenderscontrary.

Increase of Commitments. (a) El Paso may, by written notice At the request of the Company to the Administrative Agent, request that the Total Commitment aggregate Commitments hereunder may be increased at any time after the Closing Date, on one or more occasions by an aggregate amount not to exceed the Incremental Facility Amount at more than $250,000,000; provided that (i) each such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be is in minimum increments of $1,000,000 and a minimum amount of $10,000,000 10,000,000, (ii) the Commitment of any Bank may not be increased without its consent, (iii) the consent of the Administrative Agent is obtained (which consent shall not be unreasonably withheld), (iv) no Default or equal Event of Default shall have occurred and be continuing at the time of any such increase or immediately after giving effect thereto, and (v) each of the representations and warranties made on the Closing Date are true and correct in all material respects (except to the remaining Incremental Facility Amount) extent such representations and warranties are qualified by materiality in the date on text thereof, in which case such increase is requested to become effective (which representations and warranties shall be not less than 10 days nor more than 60 days after true and correct) on and as of the date of such notice increase. (b) In the event that the Company and whichone or more of the Banks (or other financial institutions that may elect to participate with the consent of the Administrative Agent (which consent shall not be unreasonably withheld)) (each, an “Incremental Bank”) shall agree, in any eventaccordance with subsection 2.20(a), must upon such an increase in the aggregate Commitments, the Company, the Administrative Agent and each financial institution in question shall enter into a Commitment Increase Supplement (a form of which is attached hereto as Exhibit F) 33 setting forth the amounts of the increase in Commitments and providing that the additional financial institutions participating shall be deemed to be included as Banks for all purposes of this Agreement. Upon the execution and delivery of such Commitment Increase Supplement as provided above, and upon the satisfaction of such other conditions as the Administrative Agent may reasonably specify (including the delivery of certificates and legal opinions on or prior behalf of the Company relating to the Maturity Dateamendment and new Notes), this Agreement shall be deemed to be amended accordingly. (c) Subject to the terms and conditions hereof, each Incremental Bank severally agrees to make term loans in Dollars to the Company from time to time during the Commitment Period, or if later, the date that the increase in Commitments is effective, in an aggregate principal amount that shall offer each Lender not exceed the opportunity amount of such Incremental Bank’s Commitments. (d) No Bank shall have any obligation to increase its Commitment by its Applicable Percentage in the event of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In request by the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender Company hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.

Increase of Commitments. With the prior consent of the Agent, such consent not to be unreasonably withheld, conditioned or delayed, the Borrower shall have the right at any time and from time to time to request increases in the aggregate amount of the Commitments (aprovided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $1,500,000,000) El Paso may, by providing written notice to the Administrative Agent, request that the Total Commitment which notice shall be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request irrevocable once given and shall be forwarded by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting the Borrower shall not have the right to make more than 4 requests for increases in the aggregate amount of the Commitments during the term of this Agreement. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (that is not or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, increase the amount of its Commitment Percentage), in each case, as determined after giving effect to the increase of Commitments, of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.4.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be subject in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects (or if otherwise qualified by materiality, is not (or would not be) true and correct in all respects) on the effective date of such increase and after giving effect thereto (except for representations or warranties which expressly relate solely to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date (except to the prior written approval extent otherwise qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects as of such earlier date) and except for changes in factual circumstances not prohibited hereunder). In connection with any increase in the aggregate amount of the Administrative Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Issuing Bank (which approvals Borrower shall not be unreasonably withheld or delayed)make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the Borrowers and each Augmenting Lender shall execute all amount of such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such within 5 Business Days of the effectiveness of the applicable increase may be made in an the aggregate amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersof Commitments.

Increase of Commitments. (a) El Paso may, The Borrower shall have the right to request increases in the aggregate amount of the Commitments by providing written notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $450,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $20,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders, provided that, such existing Lenders and such other banks, financial institutions and other institutional lenders, and the amounts of their respective increases in Commitments or new Commitments, as the case may be, shall be reasonably acceptable to the Borrower. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (that is not or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall be pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the prior written approval following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances or transactions, in either event, not prohibited hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance substantially consistent with the corresponding documents delivered on the Agreement Date or otherwise reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership or other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Issuing Bank Lenders covering such matters as reasonably requested by the Administrative Agent; and (which approvals shall iii) except in the case of a new Lender or an existing Lender that has requested not be unreasonably withheld or delayed)to receive a Revolving Note, new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrowers and each Augmenting Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.16. any Lender becoming a party hereto shall execute all such documentation documents and agreements as the Administrative Agent shall may reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersrequest.

Increase of Commitments. (a) El Paso So long as no Event of Default has occurred and is continuing, the Borrower may from time to time, upon at least 10 days’ written notice to the Agent (who shall promptly provide a copy of such notice to each Bank), propose to increase the Aggregate Commitment Amount by increments of $25,000,000, to an amount not to exceed $2,000,000,000 (the amount of any such increase, the “Additional Commitment Amount”). Each Bank may, not more than 10 Business Days following receipt of such notice, elect by written notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) Borrower and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity Agent to increase its Commitment by a principal amount equal to its Applicable Percentage of the proposed increased amountAdditional Commitment Amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree No Bank (or any successor thereto) shall have any obligation to increase its Commitment or its other obligations under this Agreement and the other Loan Documents, and any decision by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline Bank to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined made in its sole discretion independently from any other Bank. (b) If any Bank shall not elect to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice Commitment pursuant to the second sentence of this paragraphparagraph (a), the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El PasoBorrower may designate another bank or other financial institution (which may be, El Paso may arrange for but need not be, one or more banks or other entities (of the existing Banks) which at the time agrees to, in the case of any such bank or Person that is an existing Bank, increase its Commitment and in the case of any other entity being called such Person (each such Person, and each Person that shall accept an assignment as provided in Section 2.7 is an “Augmenting LenderAdditional Bank”), which may include any Lender, become a party to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amountthis Agreement; provided, however, that each Augmenting Lender (that is not any new bank or financial institution must meet the criteria for an existing Lender) shall Eligible Assignee and must in all other respects be subject acceptable to the prior written approval of the Administrative Agent and the Issuing Bank (Swingline Bank, which approvals shall acceptance will not be unreasonably withheld or delayed). The sum of the increases in the Commitments of the existing Banks pursuant to this paragraph (b) plus the Commitments of the Additional Banks shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment Amount. (c) An increase in the aggregate amount of the Aggregate Commitment Amount pursuant to this Section 2.6 shall become effective upon the receipt by the Agent of an agreement in form and substance satisfactory to the Agent signed by the Borrower, by each Additional Bank and by each other Bank whose Aggregate Commitment Amount is to be increased, setting forth the new Commitments of such Banks and setting forth the agreement of each Additional Bank to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with a replacement or additional Revolving Note, as applicable, evidencing the new Commitment of each affected Bank, duly executed and delivered by the Borrower and such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increase in the Commitments and such opinions of counsel for the Borrower with respect to the increase in the Aggregate Commitment Amount as the Agent may reasonably request. (d) Upon the acceptance of any such agreement by the Agent, the Aggregate Commitment Amount shall automatically be increased by the amount of the Commitments added through such agreement. (e) Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.6 that is not pro rata among all Banks, (x) within five (5) Business Days, in the case of any Revolving Loans bearing interest at the Floating Rate, and at the Borrowers end of the then current Interest Period with respect thereto, in the case of any Revolving Loans bearing interest at a LIBO Rate, the Borrower shall prepay such Advances in their entirety and, to the extent the Borrower elects to do so and subject to the conditions specified in Section 2.5, the Borrower shall reborrow Revolving Advances from the Banks in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Revolving Advances are held by the Banks in such proportion and (y) effective upon such increase, the amount of the participations held by each Augmenting Lender Bank in each Letter of Credit then outstanding shall execute all be adjusted such documentation as that, after giving effect to such adjustments, the Administrative Agent Banks shall reasonably specify hold participations in each such Letter of Credit in the proportion its respective Commitment bears to evidence the Aggregate Commitment Amount after giving effect to such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersincrease.

Increase of Commitments. The Borrower has requested that, pursuant to Section 2.15 of the Credit Agreement, the aggregate amount of the Commitments be increased from $170,000,000 to $190,000,000. The following terms and conditions shall apply with respect to this requested increase in the aggregate amount of the Commitments: (a) El Paso may, by written notice Notwithstanding any "Commitment Amount" set forth on any Lender's signature page to the Administrative Credit Agreement or any "Assigned Commitment" or similar term set forth in any Assignment and Acceptance Agreement executed in connection with an assignment of Loans under the Credit Agreement, following the increase in the aggregate Commitments under the Credit Agreement and the allocation of such increased Commitment amount by the Agent pursuant to Section 2.15 of the Credit Agreement, the Commitment of each Lender shall be, subject to the payment of the Upfront Fee referred to in clause (b) of this Section 3, as set forth under the heading "Commitment Amount" opposite such Lender's name on Schedule I to this Second Amendment. (b) The Borrower shall pay to the Agent, request that for the Total Commitment be increased by account of each Lender increasing its Commitment, an aggregate upfront fee (the "Upfront Fee") in an amount not equal to exceed in the Incremental Facility Amount at such time. Upon the receipt case of each Lender increasing its Commitment, 0.25% of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall 's "Incremental Commitment" as set forth on Schedule I to this Second Amendment. (c) The Commitment Amounts set forth on Schedule I to this Second Amendment shall become effective upon payment of the Upfront Fee referred to in clause (b) of this Section 3. (d) The Borrower shall, simultaneously with the execution and delivery of this Second Amendment, execute (i) for each Lender increasing its Commitment, a new Revolving Note reflecting such Lender's Commitment Amount set forth on Schedule I to this Second Amendment and (ii) a Competitive Advance Note reflecting an amount equal to 30% of the aggregate amount of the requested Commitments under the Credit Agreement after giving effect to the increase in the aggregate amount of the Commitments referred to in this Section 3. Each Lender increasing its Commitment under the Credit Agreement shall, promptly following the execution and delivery by such Lender of this Second Amendment, return to the Borrower for cancellation each Revolving Note and Competitive Advance Note previously issued to it under the Credit Agreement. (which e) As a result of the recent merger of Wachovia Bank, National Association ("Wachovia"), and SouthTrust Bank ("SouthTrust"), two of the original Lenders under the Credit Agreement, (i) the Commitment of Wachovia under the Credit Agreement, after giving effect to this Second Amendment, shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining sum of the original Commitments of Wachovia and SouthTrust under the Credit Agreement plus any "Incremental Facility AmountCommitment" set forth opposite Wachovia's name on Schedule I to this Second Amendment and (ii) and the date on which such increase is requested each Note to become effective be delivered to Wachovia pursuant to clause (which e) of this Section 3 shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be based on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject "Commitment Amount" set forth opposite Wachovia's name on Schedule I to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersthis Second Amendment.

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

Increase of Commitments. (a) El Paso mayAt any time after the Effective Date, provided that no Event of Default shall have occurred and be continuing, the Borrower may request an increase of the aggregate Commitments by written notice thereof to the Administrative AgentAgent in writing (such notice, request a “Commitment Increase Notice”), in an amount not less than $10,000,000 nor more than $25,000,000 in the aggregate provided that the Total Borrower may provide such a Commitment be increased by an aggregate amount not to exceed Increase Notice a maximum of two times during the Incremental Facility Amount at such timeterm of the Loan. Upon The Agent will provide the receipt Lenders with notice of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each LenderCommitment Increase Notice. Such notice shall set forth the amount of the requested increase (which Any such Commitment Increase Notice shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal form reasonably satisfactory to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date)Agent, and shall must offer each Lender the opportunity to increase subscribe for its Commitment by its Applicable Percentage pro rata share of the proposed increased amountCommitment. Each Lender shall, If the Borrower does not receive either telephonic or written notice from the Agent that all of the increased Commitment is subscribed for by notice to El Paso and the Administrative Agent given not more than 10 days Lenders within fifteen (15) Business Days after the date delivery of the Administrative Agent’s noticeCommitment Increase Notice, either agree the Borrower may, in its sole discretion, but with the consent of the Agent as to increase its Commitment by any Person that is not at such time a Lender, offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the offered amount increased Commitments pursuant to Section 2.19(b) or Section 2.19(c), as applicable. (each Lender so agreeing being an b) Any additional bank or financial institution that the Borrower selects to offer participation in the increased Commitments, and that elects to become a party to this Agreement with the Borrower and the Agent (a “Increasing New Lender”), by the execution of an agreement (a “New Lender Agreement”) or decline substantially in the form of Exhibit 2.19(b), shall become a Lender for all purposes and to the same extent as if originally a party hereof and shall be bound by and entitled to the benefits of this Agreement. The Commitment of any such New Lender shall be in an amount not less than $10,000,000. (c) Any Lender that accepts an offer by the Borrower to increase its Commitment pursuant to this Section 2.19 shall, in each case, execute an agreement whereby it agrees to be bound by, and accept the benefits of, this Agreement and the other Loan Documents (a “Commitment Increase Agreement”) substantially in the form of Exhibit 2.19(c), with the Borrower and the Agent. Upon delivery to the Agent of one or more Commitment Increase Agreements, the Agent shall enter such New Lender and its Commitment in the Register and distribute a new Schedule 2.1 reflecting the Commitment of such New Lender and the Commitments, as increased. (d) The effectiveness of any Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Borrower and legal opinions of counsel to the Borrower as the Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Agent. (e) Additional Loans made on or after the date that any bank or financial institution becomes a New Lender pursuant to Section 2.19(b) or any Lender’s Commitment is increased pursuant to Section 2.19(c), (the “Re-Allocation Date”) shall be made pro rata based on their respective Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender that does not deliver making an aggregate principal amount of Loans in excess of its Commitment, in which case such a notice within excess amount will be allocated to, and made by, such period New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of 10 days Loans outstanding on such Re-Allocation Date shall be deemed to have declined to increase its Commitment)effected by repayment of such Loans on the last day of the Interest Period applicable thereto and the making of new Loans pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. In the event thatthat on any such Re-Allocation Date there is an unpaid principal amount of Loans, on such Loans shall remain outstanding with the 10th day after respective holders thereof until the Administrative Agent shall have delivered a notice pursuant expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the second sentence applicable provisions of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayedAgreement), and interest on and repayments of such Loans will be paid thereon to the Borrowers and each Augmenting respective Lenders holding such Loans pro rata based on the respective principal amounts thereof outstanding. (f) Notwithstanding anything to the contrary in this Section 2.19, (i) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and (ii) after giving effect to any increase in the Commitments pursuant to this Section 2.19, the aggregate amount of the Commitments shall not exceed $100,000,000. (g) The Borrower shall execute all such documentation as and deliver a Note or Notes to each New Lender and replacement Notes to Lenders signing a Commitment Increase Agreement in the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersof said Persons’ Commitments.

Increase of Commitments. (a) El Paso may, by written Upon at least five days’ prior notice to the Administrative AgentAgent (which notice the Administrative Agent shall promptly transmit to each of the Banks), request that the Total Commitment be increased by an Borrower shall have the right, subject to the terms and conditions set forth below, to increase the aggregate amount of the Commitments in multiples of $5,000,000; provided that (i) such increase may be effected by increasing either the 2026 Commitments (prior to the 2026 Commitment Termination Date) or the 20272028 Commitments or both, so long as such increase satisfies all terms and conditions herein, including, but not limited to, this Section 2.17, (ii) the amount of such increase when added to the aggregate amount of all such prior increases in the Commitments hereunder (including by way of creating new Commitments), on or after the Amendment Effective Date, does not exceed the sum of $500,000,000 and the amount of any Commitments terminated by the Borrower pursuant to Section 2.19(c) and (iii) the total aggregate amount of Commitments hereunder does not, at any time, exceed $2,200,000,000. (b) Any such increase in the Commitments (the “Incremental Facility Amount Commitments”) hereunder shall apply, at such time. Upon the receipt option of such request by the Borrower, (x) to the Commitment of one or more Banks; provided that (i) the Administrative Agent, each Issuing Bank and each Bank the Administrative Agent Commitment of which is to be increased shall deliver a copy thereof consent to each Lender. Such notice shall such increase, (ii) the amount set forth on the amount Commitment Schedule opposite the name of each Bank the requested increase (Commitment of which is being so increased shall be in minimum increments amended to reflect the increased Commitment of $1,000,000 such Bank and a minimum amount (iii) if any Committed Loans are outstanding at the time of $10,000,000 or equal such an increase, the Borrower will, notwithstanding anything to the remaining Incremental Facility Amount) and the date contrary contained in this Agreement, on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice increase, incur and which, repay or prepay one or more Committed Loans from the Banks in any event, must such amounts so that after giving effect thereto the Committed Loans shall be outstanding on or prior a pro rata basis (based on the Commitments of the Banks after giving effect to the Maturity Date), changes made pursuant to this Section 2.17 on such date) from all the Banks or (y) to the creation of a new Commitment of one or more institutions not then a Bank hereunder; provided that (i) such institution becomes a party to this Agreement as a Bank by execution and shall offer each Lender delivery to the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso Borrower and the Administrative Agent given not more than 10 days after of counterparts of this Agreement, (ii) the Commitment Schedule shall be amended to reflect the Commitment of such new Bank, (iii) if requested by such new Bank, the Unless such Issuing Bank has received written notice from any Bank, the Administrative Agent or the Borrower, at least one (1) Domestic Business Day prior to the requested date of the Administrative Agent’s notice, either agree to increase its Commitment by all issuance or a portion amendment of the offered amount (applicable Letter of Credit, that one or more applicable conditions contained in Article 3 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Bank shall, on the requested date, make an L/C Credit Extension for the account of the Borrower, its Consolidated Entities, its Members or any member of its Consolidated Entities, or enter into the applicable amendment, as the case may be, in each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (case in accordance with such Issuing Bank’s usual and any Lender that does not deliver such a notice within such period customary business practices. Immediately upon the making of 10 days each L/C Credit Extension, each Bank shall be deemed to have declined to increase its Commitment). In the event thatto, on the 10th day after the Administrative Agent shall have delivered and hereby irrevocably and unconditionally agrees to, purchase from such Issuing Bank a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any risk participation in such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments L/C Credit Extension in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender product of such Bank’s Pro Rata Share times the amount of such L/C Credit Extension (that is not an existing Lender) shall be subject calculated after the Maturity Date with respect to the prior written approval of 2026 Commitments, only by reference to the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed20272028 Facility), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.

Increase of Commitments. (a) El Paso may, by written Upon at least 15 days' prior notice to the Administrative AgentAgent (which notice the Agent shall promptly transmit to each of the Banks), request that the Total Commitment be increased by an Borrower shall have the right, subject to the terms and conditions set forth below and with the consent of the Banks as set forth below, to increase the aggregate amount not of the Commitments in multiples of $5,000,000. Any such increase shall apply, at the option of the Borrower, (x) to exceed the Incremental Facility Amount at Commitment of one or more Banks, provided that (i) the Required Banks (including each Bank whose Commitment is to be increased) shall consent to such time. Upon increase, (ii) the receipt amount set forth on the signature pages hereof opposite the name of each Bank the Commitment of which is being so increased shall be amended to reflect the increased Commitment of such request Bank and (iii) if any Committed Loans are outstanding at the time of such an increase, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of such increase incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto, the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant hereto on such date) from all the Banks or (y) to the creation of a new Commitment of an institution not then a Bank hereunder, provided that (i) such institution becomes a party to this Agreement as a Bank by execution and delivery to the Borrower and the Agent of counterparts of this Agreement, (ii) the Required Banks shall consent to the creation of such Commitment of such Bank, (iii) the signature pages hereof shall be amended to reflect the Commitment of such new Bank, (iv) the Borrower shall issue a Note to such new Bank in conformity with the provisions of Section 2.05, (v) if any Committed Loans are outstanding at the time of the creation of such Commitment of such Bank, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of the creation of such Commitment incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto, the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant hereto on such date) from all the Banks and (vi) if such institution is neither a banking institution nor an affiliate of a Bank, such institution must be consented to by the Administrative Agent; provided further that any such increase or creation may apply, at the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall option of the Borrower, as set forth in clause (x) or (y) above but without the consent of the Required Banks so long as (i) the amount of such increase or the amount of such new Commitment so created, as the case may be, when added to the aggregate amount of all such prior increases in the Commitments and all such prior creations of new Commitments, in each case created after the Effective Date, does not exceed $150,000,000 and (ii) after giving effect to such increase or new Commitment, the amount of the requested increase (which Commitment of any Bank shall be in minimum increments not exceed 17.5% of $1,000,000 and a minimum the aggregate amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective Commitments (which shall be not less than 10 days nor more than 60 days after the date excluding, for purposes of such notice and which, in any event, must be on or prior to the Maturity Datethis clause (ii), and shall offer each Lender any increase resulting solely from the opportunity to merger or the acquisition of one Bank into or by another Bank). It is understood that any increase its Commitment by its Applicable Percentage in the amount of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice Commitments pursuant to the second sentence this Section 2.17 shall not constitute an amendment of this paragraph, Agreement or the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting LendersNotes.

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

Increase of Commitments. (a) El Paso The Borrower may, by written notice on any Business Day prior to the Administrative AgentTermination Date, request that increase the Total Commitment be increased by an aggregate amount not of the Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit F or in such other form acceptable to exceed the Incremental Facility Amount Agent at such time. Upon least ten (10) Business Days prior to the receipt desired effective date of such request by increase (the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth “Commitment Amount Increase”) identifying an additional Bank (or additional Commitments for existing Bank(s)) and the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period or additional amount of 10 days shall be deemed to have declined to increase its CommitmentCommitment(s). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not i) any increase of the aggregate amount of the Commitments to an existing Lender) shall be subject to amount in excess of $300,000,000 will require the prior written approval of the Administrative Agent and Required Banks, (ii) any increase of the Issuing Bank (which approvals aggregate amount of the Commitments shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is not less than $15,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase, (iv) all representations and warranties contained in Section 6 hereof shall be true and correct at the time of such request and on the effective date of such Commitment Amount Increase and (v) any additional Bank must be an Eligible Assignee. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Agent. Upon the effectiveness thereof, the new Bank(s) (or, if applicable, existing Bank(s)) shall advance Loans in an amount sufficient such that after giving effect to its advance each Bank shall have outstanding its Percentage of Loans. It shall be a condition to such effectiveness that (i) if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Banks pursuant to Section 2.4 hereof and (ii) the Borrower shall not have terminated any portion of the Commitments pursuant to Section 2.5 hereof. The Borrower agrees to pay any reasonable expenses of the Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Bank shall have any obligation to increase requested by El Paso if El Paso is unable its Commitment and no Bank’s Commitment shall be increased without its consent thereto, and each Bank may at its option, unconditionally and without cause, decline to arrange for, or chooses not to arrange for, Augmenting Lendersincrease its Commitment.

Increase of Commitments. At any time, but not more than four (a4) El Paso maytimes during the term of this Agreement, by written notice to the Administrative Agent, Borrower may request that the Total Commitment aggregate of the 2014 Revolving Commitments (the “Aggregate Commitment”) be increased by an increasing the 2014 Revolving Commitments and/or may obtain incremental term loans (“Incremental Term Loans”) hereunder; provided that (i) the aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such increases shall not exceed $500,000,000 during the term of this Agreement and (ii) such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal 50,000,000. Any such Incremental Term Loans (A) shall rank pari passu in right of payment and of security with the Revolving Loans and all other Term Loans, (B) shall not mature earlier than the ▇▇▇▇ ▇▇▇▇▇▇▇ ▇ Maturity Date (but may, subject to the next succeeding clause (C), have amortization prior to such date), (C) shall not have a weighted average life that is shorter than the then-remaining weighted average life of the ▇▇▇▇ ▇▇▇▇▇▇▇ ▇ Term Loans and (D) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the ▇▇▇▇ ▇▇▇▇▇▇▇ ▇ Term Loans (in each case, including with respect to mandatory and voluntary prepayments); provided that (1) the terms and conditions applicable to such Incremental Facility Amount) Term Loans maturing after the ▇▇▇▇ ▇▇▇▇▇▇▇ ▇ Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the 2017 Tranche B Maturity Date and the date on which 2014 Revolving Credit Maturity Date and (2) such increase is requested Incremental Term Loans may be priced differently than the other Term Loans. Subject to become effective (which the foregoing requirements, the specific terms of Incremental Term Loans shall be not less than 10 days nor more than 60 days after set forth in the date of such notice and which, in any event, must be on or prior relevant schedules to the Maturity Date), applicable Commitment and shall offer each Lender the opportunity to increase its Commitment Acceptance prepared by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date for all such Incremental Term Loans and shall constitute part of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days this Agreement. Such request shall be deemed made in a written notice given to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank Lenders by the Borrower not less than ten (10) Business Days prior to the proposed effective date of such increase, which notice (a “Commitment Increase Notice”) shall specify the amount of the proposed increase in the Aggregate Commitment, whether such increase is to be allocated to the 2014 Revolving Commitments and/or Incremental Term Loans and the proposed effective date of such increase. The Borrower may notify the Administrative Agent of any financial institution that shall have agreed to become a Lender party hereto (a “Proposed New Lender”) in connection with the Commitment Increase Notice and any Proposed New Lender shall be consented to by the Administrative Agent (which approvals consent shall not be unreasonably withheld or delayed), . The Administrative Agent shall notify the Borrower and the Borrowers Lenders on or before the Business Day immediately prior to the proposed effective date of the amount of each Lender’s and Proposed New Lender’s 2014 Revolving Commitment and/or Incremental Term Loan commitment (collectively, the “Effective Commitment Amount”) and the amount of the Aggregate Commitment, which amount shall be effective on the following Business Day. Any increase in the Aggregate Commitment shall be subject to the following conditions precedent: (A) as of the date of the Commitment Increase Notice no event shall have occurred and then be continuing which constitutes a Default or Event of Default and the Borrower and its Subsidiaries shall be in compliance, calculated on a pro forma basis reasonably acceptable to the Administrative Agent, with the covenants contained in Section 6.11, (B) the Borrower, the Administrative Agent and each Augmenting Proposed New Lender or Lender that shall have agreed to provide a “2014 Revolving Commitment” or Incremental Term Loans in support of such increase in the Aggregate Commitment shall have executed and delivered a “Commitment and Acceptance” substantially in the form of Exhibit B, (C) counsel for the Borrower shall have provided to the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent, (D) the Borrower and each Proposed New Lender shall execute all otherwise have executed and delivered such documentation as other instruments and documents that the Administrative Agent shall have reasonably specify requested in connection with such increase and (E) in connection with an increase in the 2014 Revolving Commitments, the Administrative Agent shall have administered any relevant reallocation of the 2014 Revolving Exposures of the 2014 Revolving Lenders on the effective date of such increase ratably among the 2014 Revolving Lenders (including new Lenders) after giving effect to evidence such Augmenting increase. The Borrower hereby agrees to compensate each 2014 Revolving Lender for all losses, expenses and liabilities incurred by such 2014 Revolving Lender in connection with the sale and assignment of any LIBOR Loan hereunder on the terms and in the manner as set forth in Section 2.16 hereof. Upon satisfaction of the conditions precedent to any increase in the Aggregate Commitment, the Administrative Agent shall promptly advise the Borrower and each Lender of the effective date of such increase. Upon the effective date of any increase in the Aggregate Commitment that is supported by a Proposed New Lender’s Commitment and/or its status , such Proposed New Lender shall be a party to this Agreement as a Lender and shall have the rights and obligations of a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange forNothing contained herein shall constitute, or chooses not otherwise be deemed to arrange forbe, Augmenting Lendersa commitment on the part of any Lender to increase its 2014 Revolving Commitment or provide Incremental Term Loans at any time.

Increase of Commitments. (a) El Paso may, by written notice At the request of the Company to the Administrative Agent, request that the Total Commitment aggregate Commitments hereunder may be increased after the Closing Date on one or more occasions by an aggregate amount not to exceed the Incremental Facility Amount at more than $750,000,000; provided that (i) each such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be is in minimum increments of $1,000,000 and a minimum amount of $25,000,000 or $10,000,000 or equal to increments in excess thereof, (ii) the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage sum of the proposed aggregate Commitments hereunder shall not exceed $2,400,000,000 after giving effect to such increases, (iii) the Commitment of any Bank may not be increased amount. Each Lender shallwithout its consent, by notice to El Paso and (iv) the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval consent of the Administrative Agent and the each Issuing Bank Lender that has an outstanding Letter of Credit is obtained (which approvals consent shall not be unreasonably withheld or delayedwithheld), (v) no Default or Event of Default shall have occurred and be continuing, and (vi) each of the Borrowers representations and warranties made on the Closing Date are true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality in the text thereof, in which case such representations and warranties shall be true and correct) on and as of the date of such increase. (b) In the event that the Company and one or more of the Banks (or other financial institutions that may elect to participate with the consent of the Administrative Agent (which consent shall not be unreasonably withheld)) shall agree, in accordance with subsection 2.20(a), upon such an increase in the aggregate Commitments, the Company, the Administrative Agent and each Augmenting Lender financial institution in question shall execute enter into a Commitment Increase Supplement (a form of which is attached hereto as Exhibit F) setting forth the amounts of the increase in Commitments and providing that the additional financial institutions participating shall be deemed to be included as Banks for all purposes of this Agreement. Upon the execution and delivery of such documentation Commitment Increase Supplement as provided above, and upon the satisfaction of such other conditions as the Administrative Agent shall may reasonably specify (including the delivery of certificates and legal opinions on behalf of the Company relating to evidence the amendment and new Notes), this Agreement shall be deemed to be amended accordingly. (c) No Bank shall have any obligation to increase its Commitment in the event of such Augmenting Lender’s Commitment and/or its status as a Lender request by the Company hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.

Increase of Commitments. (a) El Paso mayThe Borrower shall have the right from time to time to increase the Total Commitment by an amount of up to $40,000,000 for the purpose of consummating acquisitions approved by the Administrative Agent in its sole and absolute discretion, upon a specific date (the "INCREASE EFFECTIVE DATE") set forth in such request (the "INCREASE REQUEST") upon the same terms and conditions as set forth herein. Any such increase shall be in incremental aggregate amounts of not less than $5,000,000 (the "REQUESTED AMOUNT") and shall increase the amount of the Total Commitments then in effect and the Committed Sum of each Lender shall be increased by written notice its Pro Rata Part of the Requested Amount (subject to the Borrower's right to terminate or reduce the amount of the Commitments pursuant to Section 2.3). (b) On the Increase Effective Date specified in any Increase Request (i) each Lender's Committed Sum shall be automatically increased by a Pro Rata Part of the aggregate amount of the Requested Amount on the Increase Effective Date therefor, and correspondingly, the Total Commitments, shall be increased accordingly, in each case without the necessity of further amendment to this Agreement and (ii) Borrower shall pay to the Administrative Agent, request that for the Total Commitment be increased by account of the Credit Parties as Administrative Agent shall determine, an aggregate amendment fee in an amount not equal to exceed 3/8% of the Incremental Facility Requested Amount at such time. on the Increase Effective Date. (c) Upon the receipt of such request by the Administrative Agent, to the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, the Borrower shall deliver to extend Commitments or increase their existing Commitments each such Lender, in an aggregate exchange for the Note held by such Lender, a new Note, in the principal amount equal of such Lender's Committed Sum after giving effect to the unsubscribed amount; provided, however, that each Augmenting Lender adjustments made pursuant to this Section 2.5. (that F) SECTION 3.2(B) is not an existing Lender) shall be subject to hereby deleted in its entirety and replaced with the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.following:

Increase of Commitments. (a) El Paso may, by written notice to With the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount prior consent of the requested increase Agent (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), the Borrower shall have the right at any time and from time to time during the Borrowers period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $1,500,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $50,000,000 and each Augmenting integral multiples of $10,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.4.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute all such documentation documents and agreements as the Administrative Agent may reasonably request and (b) the Borrower shall reasonably specify to evidence make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such within 2 Business Days of the effectiveness of the applicable increase may be made in an the aggregate amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersof Commitments.

Increase of Commitments. (a) El Paso mayThe Borrower may from time to time elect to increase the Commitments, by written notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to in each Lender. Such notice shall set forth the amount of the requested increase (which shall be case in minimum increments of $1,000,000 5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days $20,000,000, so long as, after giving effect thereto, the date aggregate amount of such notice and whichincreases does not exceed $200,000,000, in after giving effect to any eventsuch increase, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Aggregate Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso does not exceed $650,000,000 and the Administrative Agent given total number of increases implemented under this Section 2.20 does not exceed four (4). The Borrower may arrange for any such increase to be provided by one or more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount Lenders (each Lender so agreeing being to an increase in its Commitment, an “Increasing Lender”) ), or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks new banks, financial institutions or other entities (any each such bank new bank, financial institution or other entity being called entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which may include any Lender, agree to extend Commitments or increase their existing Commitments in an aggregate amount equal to or provide new Commitments, as the unsubscribed amountcase may be; provided, however, provided that (i) each Augmenting Lender (that is not an existing Lender) , shall be subject to the prior written approval of the Borrower, the Administrative Agent and the Issuing Bank (which approvals shall not Banks and the Swingline Lender to the extent the consent of the Issuing Banks or the Swingline Lender would be unreasonably withheld or delayedrequired to effect an assignment under Section 9.04(b), and (ii) (x) in the Borrowers case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit D hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.20. Increases and new Commitments pursuant to this Section 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower and (B) as of the effective date of any such increase, no Default shall exist and (ii) the Administrative Agent shall have received evidence reasonably acceptable to the Administrative Agent as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall execute all make available to the Administrative Agent such documentation amounts in immediately available funds as the Administrative Agent shall reasonably specify determine, for the benefit of the other Lenders, as being required in order to evidence cause, after giving effect to such Augmenting increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. Notwithstanding anything herein to the contrary, the Administrative Agent, the Borrower and the applicable Augmenting Lenders and/or Increasing Lenders may agree upon procedures for phasing in any increase to minimize breakage costs or for reasons of convenience. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment and/or its status hereunder at any time. In connection with any increase of the Commitments pursuant to this Section 2.20, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as a the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender hereunder. Any such increase may be made in an amount that is less than organized under the increase requested by El Paso if El Paso is unable laws of a jurisdiction outside of the United States of America, provide to arrange forthe Administrative Agent, or chooses not its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to arrange forcomply with “know your customer” and anti-money laundering rules and regulations, Augmenting Lendersincluding without limitation, the Patriot Act.

Increase of Commitments. (a) El Paso mayThe Borrower may from time to time elect to increase the Commitments, by written notice to the Administrative Agent, request that the Total Commitment be increased by an aggregate amount not to exceed the Incremental Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to in each Lender. Such notice shall set forth the amount of the requested increase (which shall be case in minimum increments of $1,000,000 5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days $20,000,000, so long as, after giving effect thereto, the date aggregate amount of such notice increases does not exceed $200,000,000 and whichafter giving effect to any such increase, in the Aggregate Commitment does not exceed $600,000,000. The Borrower may arrange for any event, must such increase to be on provided by one or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to El Paso and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount Lenders (each Lender so agreeing being to an increase in its Commitment, an “Increasing Lender”) ), or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks new banks, financial institutions or other entities (any each such bank new bank, financial institution or other entity being called entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which may include any Lender, agree to extend Commitments or increase their existing Commitments in an aggregate amount equal to or provide new Commitments, as the unsubscribed amountcase may be; provided, however, provided that (i) each Augmenting Lender (that is not an existing Lender) , shall be subject to the prior written approval of the Borrower, the Administrative Agent and the Issuing Bank (which approvals shall not Banks and the Swingline Lender to the extent the consent of the Issuing Banks or the Swingline Lender would be unreasonably withheld or delayedrequired to effect an assignment under Section 9.04(b), and (ii) (x) in the Borrowers case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit D hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.20. Increases and new Commitments pursuant to this Section 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenants contained in Section 6.12 and (ii) the Administrative Agent shall have received evidence reasonably acceptable to the Administrative Agent as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall execute all make available to the Administrative Agent such documentation amounts in immediately available funds as the Administrative Agent shall reasonably specify determine, for the benefit of the other Lenders, as being required in order to evidence cause, after giving effect to such Augmenting increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. Notwithstanding anything herein to the contrary, the Administrative Agent, the Borrower and the applicable Augmenting Lenders and/or Increasing Lenders may agree upon procedures for phasing in any increase to minimize breakage costs or for reasons of convenience. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment and/or its status hereunder at any time. In connection with any increase of the Commitments pursuant to this Section 2.20, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as a the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender hereunder. Any such increase may be made in an amount that is less than organized under the increase requested by El Paso if El Paso is unable laws of a jurisdiction outside of the United States of America, provide to arrange forthe Administrative Agent, or chooses not its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to arrange forcomply with “know your customer” and anti-money laundering rules and regulations, Augmenting Lendersincluding without limitation, the Patriot Act.

Increase of Commitments. (a) El Paso mayAt any time after the Closing Date, by written notice to provided that no Event of Default shall have occurred and be continuing, the Administrative Agent, Company may request that an increase of the Total Commitment be increased by notice thereof to the Agent in writing (such notice, a “Commitment Increase Notice”), in an aggregate amount not to exceed less than $25,000,000 nor more than $300,000,000 in the Incremental Facility Amount at such timeaggregate. Upon The Agent will provide the receipt Lenders with notice of such request Commitment Increase Notice. Such increase shall be allocated between the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by the Administrative AgentBorrower, provided, following any such increase, the Administrative Agent Acquisition Loan Commitment shall deliver a copy thereof to each Lender. Such notice shall set forth the amount not exceed 20% of the requested increase (which Total Commitment. Any such Commitment Increase Notice shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal form reasonably satisfactory to the remaining Incremental Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date)Agent, and shall must offer each Lender the opportunity to increase subscribe for its Commitment by its Applicable Percentage pro rata share of each increased Commitment. If the Company does not receive either telephonic or written notice from the Agent that all of the proposed increased amount. Each Lender shall, Commitment is subscribed for by notice to El Paso and the Administrative Agent given not more than 10 days Lenders within fifteen (15) Business Days after the date delivery of the Administrative Agent’s noticeCommitment Increase Notice, either agree the Company may, in its sole discretion, but with the consent of the Agent as to increase its Commitment by any Person that is not at such time a Lender, offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the offered amount increased Commitments pursuant to Section 5.18(b) or Section 5.18(c), as applicable. (each Lender so agreeing being an b) Any additional bank or financial institution that the Company selects to offer participation in the increased Commitments, and that elects to become a party to this Agreement with the Company and the Agent (a “Increasing New Lender”), by the execution of an agreement (a “New Lender Agreement”) substantially in the form of Exhibit 5.18(b), shall become a Lender for all purposes and to the same extent as if originally a party hereof and shall be bound by and entitled to the benefits of this Agreement. The Commitment of any such New Lender shall be in an amount not less than $10,000,000, and such Commitment must be comprised of both a Floor Plan Loan Commitment and an Acquisition Loan Commitment, both in the same ratio with respect to the Total Floor Plan Loan Commitment and the Total Acquisition Loan Commitment. Upon delivery to the Agent of one or decline more New Lender Agreements, the Agent shall enter such New Lender and its Commitment in the Register and distribute a new Schedule 1.1 (a) reflecting the Commitment of such New Lender and the Total Commitment, as increased. (c) Any Lender that accepts an offer by the Company to increase its Commitment pursuant to this Section 5.18 shall, in each case, execute an agreement whereby it agrees to be bound by, and accept the benefits of, this Agreement and the other Loan Documents (a “Commitment Increase Agreement”) substantially in the form of Exhibit 5.18(c), with the Company and the Agent. Upon delivery to the Agent of one or more Commitment Increase Agreements, the Agent shall enter such Lender’s increased Commitment in the Register and distribute a new Schedule 1.1 (a) reflecting the increased Commitment of such Lender and the Total Commitment, as increased. (d) The effectiveness of any Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Company and legal opinions of counsel to the Company as the Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Agent. (e) Additional Loans made on or after the date that any bank or financial institution becomes a New Lender pursuant to Section 5.18(b) or any Lender’s Commitment is increased pursuant to Section 5.18(c) (the “Re-Allocation Date”) shall be made pro rata based on the Lenders’ respective Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender that does not deliver making an aggregate principal amount of Loans in excess of its Commitment, in which case such a notice within excess amount will be allocated to, and made by, such period New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of 10 days any Loans subject to an Interest Period outstanding on such Re-Allocation Date shall be deemed to have declined to increase its Commitment)effected by repayment of such Loans on the last day of the Interest Period applicable thereto and the making of new Loans pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. In the event thatthat on any such Re-Allocation Date there is an unpaid principal amount of any Loans subject to an Interest Period, on such Loans shall remain outstanding with the 10th day after respective holders thereof until the Administrative Agent shall have delivered a notice pursuant expiration of their respective Interest Periods (unless the Company elects to prepay any thereof in accordance with the second sentence applicable provisions of this paragraph, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by El Paso, El Paso may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (that is not an existing Lender) shall be subject to the prior written approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld or delayedAgreement), and interest on and repayments of such Loans will be paid thereon to the Borrowers and each Augmenting respective Lenders holding such Loans pro rata based on the respective principal amounts thereof outstanding. (f) Notwithstanding anything to the contrary in this Section 5.18, (i) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and (ii) after giving effect to any increase in the Commitments pursuant to this Section 5.18, the aggregate amount of the Commitments shall not exceed $2,100,000,000. (g) The Company shall execute all such documentation as and deliver a Note or Notes to each New Lender and replacement Notes to Lenders signing a Commitment Increase Agreement in the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by El Paso if El Paso is unable to arrange for, or chooses not to arrange for, Augmenting Lendersof said Persons’ Commitments.