PASSPORT ACCESS AGREEMENT This Passport Access Order Form (this “Order Form”) is entered into by and between Kinder Morgan, with offices at 1001 Louisiana, Houston, Texas 77002 (“Kinder Morgan”), and the Licensee identified below, and is effective upon Kinder Morgan’s acceptance of this Order Form. Licensee acknowledges that it has read, understood and agrees to be bound by this Order Form and Passport Agreement Terms and Conditions, which taken together all constitute a legally binding agreement. Licensee Name: Licensee Entity:

Company DUNS No:

Mailing Address:

Street Address:

City:

State:

Phone Number:

Zip Code: FAX Number:

E-Mail Address: Internet Browser & Version:

Windows Version:

Please indicate which pipeline Licensee needs to access and check the services Licensee is requesting. The portfolio of services provided to all subscribers includes: Reporting Services (Information Exchange and Report Subscription) and Capacity Release (inquiry only) for both pipelines.

El Paso Natural Gas Company, L.L.C. (“EPNG”) Mainline Scheduling Capacity Release Contract Services

Display Display (Inquiry)

Update Update (Provide information on Attached form) Update (Request for Service) Electronic Execution (Provide information on attached form)

Mojave Pipeline Company, L.L.C. (“Mojave”) Mainline Scheduling Capacity Release Contract Services

Display Display (Inquiry)

VISA II VISA II - Mojave Reports

Update Update (Provide information on attached form) Update (Request for Service) Electronic Execution (Provide information on attached form) ActiVISA (ActiVisa access is given to the entire company, you will be advised if that access already exists)

Hardware/Software: Recommended Minimum Hardware/Software: PC with 200 MHz , 128 MB RAM SVGA (800x600) 256-color display, 100MB hard drive space, Connection 56 KB v.90, Microsoft Windows 98, NT, 2000 or XP, Internet Explorer 5.0 and MS Java VM 5.0. Plug-ins:, ActiveX, Independent Computer Architecture(ICA) v4. Firewall Ports: Open 443 (SSL), 8013(ORB), 1494 (TCP). This Order Form is subject to the terms and conditions of the “Passport Access Agreement Terms and Conditions,” as the same may be amended from time to time, which terms and conditions are incorporated herein by reference. The current version of the Passport Access Agreement Terms and Conditions is posted on the EPNG and Mojave websites. Licensee, by its/his/her signature below, acknowledges Licensee’s understanding and acceptance of the Passport Access Agreement Terms and Conditions. Licensee is responsible for notifying Kinder Morgan Customer Services of any changes in its/his/her users’ job responsibilities that require modification or removal of access to the electronic services provided by Kinder Morgan. LICENSEE AUTHORIZED SIGNATURES: Principal signature required for all Authorization Requests: ____________________________________________ (Licensee entity name) By:

______________________________________

Name:

______________________________________

Title:

______________________________________

Date:

______________________________________

H-315367.2

Email completed form to [email protected]

PASSPORT ACCESS AGREEMENT TERMS AND CONDITIONS Licensee may subscribe to Kinder Morgan’s Passport Energy Service (the “Service”) by agreeing to the terms and conditions of this Passport Access Agreement (this “Agreement”), by submitting a then-current Passport Access Order Form (“Order Form”), and identifying the Internet-based Service requested by Licensee. The Service may consist of various Kinder Morgan-owned and third party databases, services, functions, and remotely-accessed gateways which may change from time to time. 1. Right to Access. Kinder Morgan grants Licensee a non-exclusive, non-transferable, limited right for Licensee and Licensee’s password-authorized employees to access and use the Passport Service through the Internet solely for Licensee’s internal business purposes which relate to Kinder Morgan. 2. Ownership. Kinder Morgan retains ownership of the copyrights, trademarks, service marks, trade secrets, patents, patent applications, moral rights, contract rights and other proprietary rights in and to the Service and any derivative works thereof. All rights in and to the Service not expressly granted to Licensee in this Agreement are reserved by Kinder Morgan. Nothing in this Agreement will be deemed to grant, by implication, estoppel or otherwise, a license under any of Kinder Morgan’s existing or future copyrights, trademarks, service marks, trade secrets, patents, patent applications, moral rights, contract rights and other proprietary rights. 3. Passwords. Kinder Morgan will provide log-in IDs and passwords to authorized employees of Licensee. Both parties will protect such passwords from unauthorized use or disclosure. IDs and passwords which have been inactive for a period of ninety (90) days are subject to suspension. IDs and passwords, which have been suspended, are subject to a review again after the subsequent ninety (90) days have passed. At that time they can be cancelled if Licensees have not requested them to be reactivated. 4. Term and Termination. This Agreement and each Order Form incorporated herein will become effective upon acceptance by Kinder Morgan (such acceptance to be manifested by Kinder Morgan granting Licensee a Passport ID to access the Service), and shall remain in effect until terminated by either party for whatever reason upon five (5) days’ prior written notice to the other party. Upon termination of this Agreement, Licensee shall promptly discontinue all use of the Service. All license rights granted hereunder shall immediately cease to exist. 5.

Service Performance.

5.1 Service Availability. Kinder Morgan shall not be responsible to the extent the Service is unavailable wholly or partly due to any of the following reasons: (a) Licensee’s failure to perform its obligations under this Agreement that affects the performance of the Service; (b) events of force majeure; (c) the performance of Licensee’s third party telecommunications

H-315387.2

1

network provider(s); (d) changes made at the request of Licensee; (e) unforeseen capacity increases based on changes in Licensee’s business processes; (f) Licensee’s proprietary software; or (g) performance of third party software. As performance of the Service is dependent on performance of local area and wide area networks, and software and hardware of third parties and of Licensee, Kinder Morgan shall not be responsible for problems or delays in the Service due to technical matters beyond its control. 5.2 Downtime. Kinder Morgan may from time to time schedule Service downtime for system maintenance, software modifications, hardware upgrades, facility modification and repair, and similar reasons. Kinder Morgan will give Licensee at least twenty-four (24) hours notification of such scheduled downtime and expected duration. 6.

Confidentiality.

6.1 Confidential Information. “Confidential Information” means the Service, any derivative work, enhancement or modification to either of the foregoing or any information, material, idea, concept, method or technique relating to or embodied in any of the foregoing, and matters involving security and passwords to any and all computer systems relating to Kinder Morgan. 6.2 Obligation. As between the parties, the Confidential Information will remain Kinder Morgan’s sole property. Licensee shall use the same means it uses to protect its own confidential and proprietary information, but in any event not less than reasonable means, to prevent the disclosure and to protect the confidentiality of the Confidential Information. 7.

Disclaimer of Warranties and Limitation of Liability.

7.1 Disclaimer of Warranties. LICENSEE EXPRESSLY AGREES THAT ALL USE OF THE SERVICE IS AT LICENSEE’S SOLE RISK INCLUDING, WITHOUT LIMITATION, THE QUALITY, RESULTS AND PERFORMANCE OF THE SERVICE. NEITHER KINDER MORGAN, NOR ITS DIRECTORS, PARTNERS, OFFICERS, EMPLOYEES, AND AGENTS WARRANT THAT THE SERVICE WILL BE ERROR FREE OR OPERATE IN AN UNINTERRUPTED FASHION, THAT ANY DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED, OR THAT THE SERVICE IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM. THE SERVICE IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OMISSION, COMPLETENESS, CURRENTNESS AND DELAYS. 7.2 Limitation on Liability. IN NO EVENT WILL KINDER MORGAN BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, BUSINESS OR GOODWILL) IN CONNECTION WITH THIS

H-315387.2

2

AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE, EVEN IF KINDER MORGAN HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. ANY LIABILITY OF KINDER MORGAN SHALL NOT EXCEED, IN THE AGGREGATE, FIVE HUNDRED DOLLARS ($500). 8. Standard Operating Procedures. The following-described Standard Operating Procedures are incorporated by reference and will govern electronic communication between the parties. Kinder Morgan will support the following means of communication: VEHICLE OF PROVIDED BY ACCESS COMMUNICATION KINDER PROVIDED MORGAN? Internet No On-line FTP No Batch

9.

8.a. Licensee user id is subject to suspension after 90 days of inactivity. It will be cancelled after an additional 90 days of inactivity. General.

9.1 Governing Law; Forum. The rights and obligations of the parties under this Agreement will be governed by and construed in accordance with the laws of the State of Texas, excluding any conflicts of law provisions thereof. Licensee hereby irrevocably agrees to submit to the jurisdiction over Licensee by any state or federal court located within the state of Texas. 9.2 Entire Agreement. Kinder Morgan and Licensee acknowledge that this Agreement (including the Order Form and Standard Operating Procedures) is the complete and exclusive statement of the mutual understanding of the parties regarding the subject matter herein and that it supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Kinder Morgan reserves the right to revise these Terms and Conditions at any time. Any revised Terms and Conditions will be posted on the affected Kinder Morgan pipelines’ web sites (under “Informational Postings”). Use of the Passport system constitutes Licensee’s automatic acceptance of the new terms as posted. 9.3 Waiver. Kinder Morgan and Licensee agree that a failure or delay in exercising any right, power, or privilege under this Agreement on the part of either party will not operate as a waiver of any other right, power, or privilege under this Agreement. Kinder Morgan and Licensee also agree that no single or partial exercise of any right under this Agreement will preclude further exercise of that right. 9.4 Severability. If a court of competent jurisdiction finds any part of this Agreement invalid or unenforceable, that part will be severable from the remainder of this Agreement and will not cause the invalidity or unenforceability of the remaining parts of this Agreement.

H-315387.2

3

9.5 Relationship of the Parties. Nothing in this Agreement will be construed to constitute either party as the agent, employee or representative of the other party and no joint venture or partnership will be created hereby. Neither party will make or have the power or authority to act for, bind or otherwise create or assume any obligation on behalf of the other party for any purpose whatsoever. 9.6 Assignment. Licensee may not assign this Agreement or delegate any of its rights or obligations under this Agreement, in whole or in part, to any third party, without Kinder Morgan’s written consent. Any such attempted assignment or delegation is void. 9.7 Force Majeure. Neither party will be responsible for any delay or failure in performance of any part of this Agreement to the extent that such performance is delayed or prevented by any cause reasonably beyond its control including, without limitation, acts of God, public enemies, war, civil disorder, fire, flood, explosion, labor disputes or strikes, or any acts or orders of any governmental authority, inability to obtain supplies and materials, failure of communications or electrical service or any delay or deficiency caused by electrical or telephone line suppliers, or other third parties. 9.8 Notices. All notices and other communications required or permitted to be provided by Kinder Morgan under this Agreement will be posted on the affected Kinder Morgan pipelines’ web sites (under “Informational Postings”). All notices and other communications required or permitted to be provided to Kinder Morgan by the authorized ID and password holders must be provided in writing via fax or email to: Email – [email protected] 9.9 Headings. The headings in this Agreement are for the convenience of reference only and have no legal or contractual effect. The words include and including will not be considered as limiting. 9.10 Survival. Provisions of this Agreement which by their terms or by implication are intended to remain in effect following termination of this Agreement shall be deemed to survive the termination or expiration of this Agreement.

H-315387.2

4