Administrative Agent Transfer and Waiver Agreement among Dresdner Bank AG, HGC Holdings LLC, The Gas Company, LLC, and Lenders

19/6/06		Dresdner Bank AG		/s/ Paul Brannan
Date		Stamp of each Lender London Branch		Signature(s)

21/6/06		Royal Bank of Canada		/s/ Patrick Holland
Date		Stamp of each Lender		Signature(s)

15 June 2006		Lloyds TSB Bank Plc
Date		Stamp of each Lender		Signature(s)

 

/s/ Cherian Thomas		/s/ James M. Rudd
Cherian Thomas		James M. Rudd
Assistant Vice President		Vice President
Project Finance		Financial Institutions, USA
T-011		R091

6/16/2006		N/A		/s/ Jeff Heazlewood
Date		Stamp of each Lender		Signature(s)
				Jeff Heazlewood Relationship executive Commonwealth Bank of Australia

	Dresdner Bank AG
	London Branch
	PO Box 52715
	30 Greshim Street
	London EC2P 2XY
	Telephone +44 (0)20 7623 8000
	Telex General 885540 DRES BK G
BY E-LOAN	www.dresdnerkleinwort.com

To the Lenders
HGC Holdings LLC &
The Gas Company, LLC	London, 18 August 2006

---

Dear Sirs,

We refer to the Loan Agreements listed above and especially Sections 9.9 thereof.

We hereby inform you that we resign as the Administrative Agent, subject to the condition that you appoint Dresdner Bank AG, Niederlassung Luxemburg as successor administrative agent. The switch of Administrative Agents is due to internal administrative reasons within Dresdner Bank AG. Upon (i) its appointment as successor administrative agent, (ii) the consent thereto by the Borrower, and (iii) Dresdner Bank AG, Niederlassung Luxemburg’s acceptance of such appointment, Dresdner Bank AG, Niederlassung Luxemburg shall succeed to all the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean Dresdner Bank AG, Niederlassung Luxemburg, and Dresdner Bank AG, London Branch’s appointment, powers and duties as Administrative Agent shall be terminated.

Since we are eager to do this switch as soon as possible, we are asking you to waive (i) the 30 days’ notice requirement for the resignation by the Administrative Agent and (ii) the requirement that the successor administrative agent be appointed from among the Lenders, as such requirements are provided in Section 9.9 of the Amended and Restated Loan Agreement with HGC Holdings LLC dated 7 June 2006 and Section 9.9 of the Amended and Restated Loan Agreement with The Gas Company, LLC dated 7 June 2006 (capitalized terms used but not defined herein shall have the meanings assigned thereto in the Loan Agreements).

By countersigning this letter below you confirm that you agree to the change of Administrative Agent from Dresdner Bank AG London Branch to Dresdner Bank AG, Niederlassung Luxemburg and that you waive the requirements listed in paragraphs (i) and (ii) above. Such resignation and appointment shall be effective upon the execution and delivery hereof by Dresdner Bank AG London Branch, the Required Lenders, the Borrowers and Dresdner Bank AG, Niederlassung Luxemburg. We kindly ask you to send the signed consent to fax No+352 34 6868 3222 attn. Erica Skoeid no later than 30^th August 2006, close of business London time.

The Lenders’ legal counsel, Mr. Jonathan Cole at Orrick, Herrington & Sulcliffe LLP has confirmed that no further documentation needs to be issued especially in relation to the security package to secure the Lenders’ positions.

Authorised by the German Federal Financial Supervisory Authority and by the Financial Services Authority.

Investment Banking Division