June 4, 2002 UNDERWRITING AGREEMENT Credit Suisse First Boston Corporation, Eleven Madison Avenue, New York, N.Y. 10010-3629 Dear Sirs: 1. Introductory. Tennessee Gas Pipeline Company, a Delaware corporation ("COMPANY"), proposes to issue and sell...Underwriting Agreement • June 10th, 2002 • Tennessee Gas Pipeline Co • Natural gas transmission • New York
1 ============================================================================= === TENNESSEE GAS PIPELINE COMPANY AND THE CHASE MANHATTAN BANK, AS TRUSTEE ------------------ THIRD SUPPLEMENTAL INDENTURE DATED AS OF MARCH 13, 1997 TO INDENTURE DATED...Tennessee Gas Pipeline Co • March 12th, 1997 • Natural gas transmission
1 EXHIBIT 10.1 =============================================================================== EL PASO NATURAL GAS COMPANY $750,000,000 364-DAY REVOLVING CREDIT AND COMPETITIVE ADVANCE FACILITY AGREEMENT Dated as of October 29, 1997 THE CHASE...Agreement • November 13th, 1997 • Tennessee Gas Pipeline Co • Natural gas transmission • New York
ISSUER ANDTennessee Gas Pipeline Co • October 9th, 1998 • Natural gas transmission • New York
The Debt Securities shall have the terms set forth in the Prospectus, dated [ ], 199[ ], and the Prospectus Supplement, dated [ ], 199[ ], including the following: Title: [Currency: ] Principal Amount to be Issued: Maturity Date: Interest Rate or...Tennessee Gas Pipeline Co • February 26th, 1997 • Natural gas transmission • New York
1 ============================================================================= === TENNESSEE GAS PIPELINE COMPANY TO THE CHASE MANHATTAN BANK TRUSTEE ------------------ INDENTURE DATED AS OF MARCH 4, 1997 ------------------ =====...Tennessee Gas Pipeline Co • March 12th, 1997 • Natural gas transmission • New York
EXHIBIT 10.6 EL PASO ENERGY CORPORATION $1,000,000,000 3-YEAR REVOLVING CREDIT AND COMPETITIVE ADVANCE FACILITY AGREEMENT Dated as of August 4, 2000 THE CHASE MANHATTAN BANK, as Administrative Agent and CAF Advance Agent CITIBANK, N.A. and ABN AMRO,...Agreement • November 9th, 2000 • Tennessee Gas Pipeline Co • Natural gas transmission • New York
ISSUER ANDTennessee Gas Pipeline Co • June 10th, 2002 • Natural gas transmission • New York
1 ============================================================================= === TENNESSEE GAS PIPELINE COMPANY AND THE CHASE MANHATTAN BANK, AS TRUSTEE ------------------ SECOND SUPPLEMENTAL INDENTURE DATED AS OF MARCH 13, 1997 TO INDENTURE DATED...Tennessee Gas Pipeline Co • March 12th, 1997 • Natural gas transmission
1 EXHIBIT 4 =================================================================== ============= TENNESSEE GAS PIPELINE COMPANY TO THE CHASE MANHATTAN BANK TRUSTEE ------------------ INDENTURE DATED AS OF MARCH , 1997 ------------------...Tennessee Gas Pipeline Co • February 26th, 1997 • Natural gas transmission • New York
1 EXHIBIT 25 ------------------------------------------------------------------ -------------- ---------------------------------------------------------------- ---------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549...Tennessee Gas Pipeline Co • January 22nd, 1997 • Motor vehicle parts & accessories
20-year Debentures The 20-year Debentures shall have the terms set forth in the Prospectus, dated February 28, 1997 (the "Prospectus"), and the Prospectus Supplement, dated March 4, 1997 (the "Prospectus Supplement"), including the following: Title: 7...Tennessee Gas Pipeline Co • March 12th, 1997 • Natural gas transmission • New York
REGISTRATION RIGHTS AGREEMENT dated as of January 27, 2009 among TENNESSEE GAS PIPELINE COMPANY and BANC OF AMERICA SECURITIES LLC CREDIT SUISSE SECURITIES (USA) LLC DEUTSCHE BANK SECURITIES INC. GREENWICH CAPITAL MARKETS, INC.Registration Rights Agreement • January 29th, 2009 • Tennessee Gas Pipeline Co • Natural gas transmission • New York
This Agreement is made pursuant to the Purchase Agreement dated January 22, 2009, by and among the Company and the Initial Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $250,000,000 aggregate principal amount of its 8.000% Notes due 2016 (the “Securities”). The Securities are to be issued under an indenture, dated as of March 4, 1997 (the “Base Indenture”), as supplemented and amended by the Sixth Supplemental Indenture thereto to be dated as of the Closing Date (as defined herein) (the “Supplemental Indenture”) between the Company and Wilmington Trust Company (as successor in interest to JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank)), as Trustee. The Base Indenture, as supplemented by the Supplemental Indenture, is referred to herein as the “Indenture.”
SECOND WAIVER TO $3,000,000,000 REVOLVING CREDIT AGREEMENTCredit Agreement • August 13th, 2004 • Tennessee Gas Pipeline Co • Natural gas transmission • New York
THIRD AMENDED AND RESTATED SECURITY AGREEMENT dated as of November 16, 2007 among EL PASO CORPORATION, THE PERSONS REFERRED TO HEREIN AS PIPELINE COMPANY BORROWERS, THE PERSONS REFERRED TO HEREIN AS SUBSIDIARY GRANTORS and JPMORGAN CHASE BANK, N.A.,...Security Agreement • November 21st, 2007 • Tennessee Gas Pipeline Co • Natural gas transmission • New York
EL PASO NATURAL GAS COMPANY, a Delaware corporation (“EPNGC”), TENNESSEE GAS PIPELINE COMPANY, a Delaware corporation (“TGPC”) (EPNGC and TGPC, collectively, the “Pipeline Company Borrowers” and, together with the Company, the “Borrowers”);
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 16, 2007 among EL PASO CORPORATION, EL PASO NATURAL GAS COMPANY and TENNESSEE GAS PIPELINE COMPANY, as Borrowers The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative...Credit Agreement • November 21st, 2007 • Tennessee Gas Pipeline Co • Natural gas transmission • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 16, 2007, among EL PASO CORPORATION, a Delaware corporation (the “Company”), EL PASO NATURAL GAS COMPANY, a Delaware corporation (“EPNGC”), TENNESSEE GAS PIPELINE COMPANY, a Delaware corporation (“TGPC”), the several banks and other financial institutions from time to time parties to this Agreement (the “Lenders”), and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”).
THIRD AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENT made by CERTAIN SUBSIDIARIES OF EL PASO CORPORATION in favor of JPMORGAN CHASE BANK, N.A., as Collateral Agent, for the benefit of the Secured Parties referred to herein Dated as of November...Subsidiary Guarantee Agreement • November 21st, 2007 • Tennessee Gas Pipeline Co • Natural gas transmission • New York
This THIRD AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENT (this “Agreement”), dated as of November 16, 2007, made by each of the signatories hereto (each individually, a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), in favor of JPMorgan Chase Bank, N.A. (“JPMCB”), as Collateral Agent (in such capacity, the “Collateral Agent”) for the ratable benefit of (i) the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Third Amended and Restated Credit Agreement, dated as of November 16, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among El Paso Corporation, a Delaware corporation (the “Company”), certain of its Subsidiaries as Pipeline Company Borrowers (the “Pipeline Company Borrowers”), the Lenders and JPMCB, as administrative agent and collateral agent thereunder, and (ii) the other Secured Parties (as defined in the Security Agreement identified below).
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • May 15th, 2009 • Tennessee Gas Pipeline Co • Natural gas transmission • New York
Tennessee Gas Pipeline Company (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange an aggregate principal amount of up to $250 million of its registered 8.000% Notes due 2016, (the “New Notes”) for a like principal amount of its outstanding 8.000% Notes due 2016 (the “Old Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus (the “Prospectus” included in the Company’s registration statement on Form S-4 (Registration No. 333-158349) as amended (the “Registration Statement”)) filed with the Securities and Exchange Commission (the “SEC”), and proposed to be distributed to all record holders of the Old Notes. The Old Notes and the New Notes are collectively referred to in this Exchange Agent Agreement (this “Agreement”) as the “Notes” or the “Securities.” Capitalized terms used herein and not defined shall have the respective meanings ascribed to them in the Registration Statement or the accompanying letter
RECEIVABLES PURCHASE AGREEMENT dated as of August 31, 2006 among TGP FUNDING COMPANY, L.L.C., as Seller, TENNESSEE GAS PIPELINE COMPANY, as Servicer, STARBIRD FUNDING CORPORATION as the initial Conduit Investor and Committed Investor, THE OTHER...Receivables Purchase Agreement • September 8th, 2006 • Tennessee Gas Pipeline Co • Natural gas transmission • New York
FIRST TIER RECEIVABLES SALE AGREEMENT dated as of August 31, 2006 between TENNESSEE GAS PIPELINE COMPANY, as Originator and TGP FINANCE COMPANY, L.L.C., as BuyerReceivables Sale Agreement • September 8th, 2006 • Tennessee Gas Pipeline Co • Natural gas transmission • Texas
THIS FIRST TIER RECEIVABLES SALE AGREEMENT, dated as of August 31, 2006, is by and between TENNESSEE GAS PIPELINE COMPANY, a Delaware corporation (“Originator”), and TGP FINANCE COMPANY, L.L.C., a Delaware limited liability company (“Buyer”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in, or as otherwise provided in, Exhibit I.
THIRD AMENDED AND RESTATED SECURITY AGREEMENT dated as of November 16, 2007 among EL PASO CORPORATION, THE PERSONS REFERRED TO HEREIN AS PIPELINE COMPANY BORROWERS, THE PERSONS REFERRED TO HEREIN AS SUBSIDIARY GRANTORS and JPMORGAN CHASE BANK, N.A.,...Security Agreement • March 1st, 2010 • Tennessee Gas Pipeline Co • Natural gas transmission • New York
EL PASO NATURAL GAS COMPANY, a Delaware corporation (“EPNGC”), TENNESSEE GAS PIPELINE COMPANY, a Delaware corporation (“TGPC”) (EPNGC and TGPC, collectively, the “Pipeline Company Borrowers” and, together with the Company, the “Borrowers”);
SECOND TIER RECEIVABLES SALE AGREEMENT dated as of August 31, 2006 between TGP FINANCE COMPANY, L.L.C., as Seller and TGP FUNDING COMPANY, L.L.C., as BuyerReceivables Sale Agreement • September 8th, 2006 • Tennessee Gas Pipeline Co • Natural gas transmission • Texas
THIS SECOND TIER RECEIVABLES SALE AGREEMENT, dated as of August 31, 2006, is by and between TGP FINANCE COMPANY, L.L.C., a Delaware limited liability (“Finance LLC”), and TGP FUNDING COMPANY, L.L.C., a Delaware limited liability company (“Buyer”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in, or as otherwise provided in, Exhibit I.
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 27, 2011 among EL PASO CORPORATION, EL PASO NATURAL GAS COMPANY and TENNESSEE GAS PIPELINE COMPANY, as Borrowers The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative...Subsidiary Guarantee Agreement • June 3rd, 2011 • Tennessee Gas Pipeline Co • Natural gas transmission • New York
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 27, 2011, among EL PASO CORPORATION, a Delaware corporation (the “Company”), EL PASO NATURAL GAS COMPANY, a Delaware corporation (“EPNGC”), TENNESSEE GAS PIPELINE COMPANY, a Delaware corporation (“TGPC”), the several banks and other financial institutions from time to time parties to this Agreement (the “Lenders”), and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”).
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TENNESSEE GAS PIPELINE COMPANY, L.L.C. A DELAWARE LIMITED LIABILITY COMPANY PREAMBLELimited Liability Company Agreement • February 27th, 2012 • Tennessee Gas Pipeline Company, L.L.C. • Natural gas transmission • Delaware
This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Tennessee Gas Pipeline Company, L.L.C. (the “Company”) is entered into effective as of the 14th day of February, 2012, by El Paso TGPC Investments, L.L.C.
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 16, 2007 among EL PASO CORPORATION, EL PASO NATURAL GAS COMPANY and TENNESSEE GAS PIPELINE COMPANY, as Borrowers The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative...Credit Agreement • March 1st, 2010 • Tennessee Gas Pipeline Co • Natural gas transmission • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 16, 2007, among EL PASO CORPORATION, a Delaware corporation (the “Company”), EL PASO NATURAL GAS COMPANY, a Delaware corporation (“EPNGC”), TENNESSEE GAS PIPELINE COMPANY, a Delaware corporation (“TGPC”), the several banks and other financial institutions from time to time parties to this Agreement (the “Lenders”), and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”).
TENNESSEE GAS PIPELINE COMPANY AND THE CHASE MANHATTAN BANK, AS TRUSTEE FIRST SUPPLEMENTAL INDENTURE DATED AS OF MARCH 13, 1997 TO INDENTURE DATED AS OF MARCH 4, 1997 PROVIDING FOR THE ISSUANCE OFIndenture • February 27th, 2012 • Tennessee Gas Pipeline Company, L.L.C. • Natural gas transmission • New York
FIRST SUPPLEMENTAL INDENTURE dated as of March 13, 1997, between TENNESSEE GAS PIPELINE COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company”), and THE CHASE MANHATTAN BANK, a New York banking corporation, as trustee (hereinafter called the “Trustee”).
AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • February 28th, 2007 • Tennessee Gas Pipeline Co • Natural gas transmission • New York
AMENDMENT NO. 1, dated as of December 1, 2006, to the RECEIVABLES PURCHASE AGREEMENT dated as of August 31, 2006 (the “Original Agreement”), among TGP FUNDING COMPANY, L.L.C., a Delaware limited liability company, TENNESSEE GAS PIPELINE COMPANY, a Delaware corporation, as initial Servicer, STARBIRD FUNDING CORPORATION and the other funding entities from time to time party hereto as Investors, BNP PARIBAS, NEW YORK BRANCH, and the other financial institutions from time to time party hereto as Managing Agents, and BNP PARIBAS, NEW YORK BRANCH, as Program Agent.
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 28th, 2007 • Tennessee Gas Pipeline Co • Natural gas transmission • New York
AMENDMENT dated as of January 19, 2007 to the Amended and Restated Credit Agreement dated as of July 31, 2006 (the “Credit Agreement”) among EL PASO CORPORATION, COLORADO INTERSTATE GAS COMPANY, EL PASO NATURAL GAS COMPANY, TENNESSEE GAS PIPELINE COMPANY, the several banks and other financial institutions from time to time parties thereto, and JPMORGAN CHASE BANK, N.A., as administrative agent and as collateral agent.
TENNESSEE GAS PIPELINE COMPANY AND THE CHASE MANHATTAN BANK, AS TRUSTEE THIRD SUPPLEMENTAL INDENTURE DATED AS OF MARCH 13, 1997 TO INDENTURE DATED AS OF MARCH 4, 1997 PROVIDING FOR THE ISSUANCE OF 7 5/8% DEBENTURES DUE 2037Indenture • March 7th, 2006 • Tennessee Gas Pipeline Co • Natural gas transmission • New York
THIRD SUPPLEMENTAL INDENTURE dated as of March 13, 1997, between TENNESSEE GAS PIPELINE COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company”), and THE CHASE MANHATTAN BANK, a New York banking corporation, as trustee (hereinafter called the “Trustee”).
AMENDMENT NO. 4 TO RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • March 2nd, 2009 • Tennessee Gas Pipeline Co • Natural gas transmission • New York
AMENDMENT NO. 4, dated as of October 31, 2008 (the “Effective Date”), to the RECEIVABLES PURCHASE AGREEMENT dated as of August 31, 2006 and amended by Amendment No. 1 dated as of December 1, 2006, Amendment No. 2 dated as of August 29, 2007 and Amendment No. 3 dated as of August 27, 2008 (as so amended, the “Agreement”), among TGP FUNDING COMPANY, L.L.C., a Delaware limited liability company, TENNESSEE GAS PIPELINE COMPANY, a Delaware corporation, as initial Servicer, STARBIRD FUNDING CORPORATION and the other funding entities from time to time party hereto as Investors, BNP PARIBAS, NEW YORK BRANCH, and the other financial institutions from time to time party hereto as Managing Agents, and BNP PARIBAS, NEW YORK BRANCH, as Program Agent.
TENNESSEE GAS PIPELINE COMPANY AND THE CHASE MANHATTAN BANK, AS TRUSTEE FIRST SUPPLEMENTAL INDENTURE DATED AS OF MARCH 13, 1997 TO INDENTURE DATED AS OF MARCH 4, 1997 PROVIDING FOR THE ISSUANCE OFFirst Supplemental Indenture • March 7th, 2006 • Tennessee Gas Pipeline Co • Natural gas transmission • New York
FIRST SUPPLEMENTAL INDENTURE dated as of March 13, 1997, between TENNESSEE GAS PIPELINE COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company”), and THE CHASE MANHATTAN BANK, a New York banking corporation, as trustee (hereinafter called the “Trustee”).
TENNESSEE GAS PIPELINE COMPANY AND THE CHASE MANHATTAN BANK, AS TRUSTEE SECOND SUPPLEMENTAL INDENTURE DATED AS OF MARCH 13, 1997 TO INDENTURE DATED AS OF MARCH 4, 1997 PROVIDING FOR THE ISSUANCE OF 7% DEBENTURES DUE 2027Indenture • February 27th, 2012 • Tennessee Gas Pipeline Company, L.L.C. • Natural gas transmission • New York
SECOND SUPPLEMENTAL INDENTURE dated as of March 13, 1997, between TENNESSEE GAS PIPELINE COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company”), and THE CHASE MANHATTAN BANK, a New York banking corporation, as trustee (hereinafter called the “Trustee”).
AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • November 6th, 2007 • Tennessee Gas Pipeline Co • Natural gas transmission • New York
AMENDMENT NO. 2, dated as of August 29, 2007, to the RECEIVABLES PURCHASE AGREEMENT dated as of August 31, 2006 and amended by Amendment No. 1 dated as of December 1, 2006 (the “Amended Agreement”), among TGP FUNDING COMPANY, L.L.C., a Delaware limited liability company, TENNESSEE GAS PIPELINE COMPANY, a Delaware corporation, as initial Servicer, STARBIRD FUNDING CORPORATION and the other funding entities from time to time party hereto as Investors, BNP PARIBAS, NEW YORK BRANCH, and the other financial institutions from time to time party hereto as Managing Agents, and BNP PARIBAS, NEW YORK BRANCH, as Program Agent.
AMENDMENT NO. 3 TO RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • November 10th, 2008 • Tennessee Gas Pipeline Co • Natural gas transmission • New York
AMENDMENT NO. 3, dated as of August 27, 2008, to the RECEIVABLES PURCHASE AGREEMENT dated as of August 31, 2006 and amended by Amendment No. 1 dated as of December 1, 2006 and by Amendment No. 2 dated as of August 29, 2007 (the “Amended Agreement”), among TGP FUNDING COMPANY, L.L.C., a Delaware limited liability company, TENNESSEE GAS PIPELINE COMPANY, a Delaware corporation, as initial Servicer, STARBIRD FUNDING CORPORATION and the other funding entities from time to time party hereto as Investors, BNP PARIBAS, NEW YORK BRANCH, and the other financial institutions from time to time party hereto as Managing Agents, and BNP PARIBAS, NEW YORK BRANCH, as Program Agent.
LIMITED LIABILITY COMPANY AGREEMENT OF TENNESSEE GAS PIPELINE COMPANY, L.L.C. A DELAWARE LIMITED LIABILITY COMPANY PREAMBLELimited Liability Company Agreement • November 7th, 2011 • Tennessee Gas Pipeline Company, L.L.C. • Natural gas transmission • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT of Tennessee Gas Pipeline Company, L.L.C. (the “Company”) is entered into effective as of the 1st day of October, 2011, by El Paso TGPC Investments, L.L.C..
