Colorado Interstate Gas Co Sample Contracts

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REGISTRATION RIGHTS AGREEMENT dated as of November 1, 2005 among COLORADO INTERSTATE GAS COMPANY and CITIGROUP GLOBAL MARKETS INC. CREDIT SUISSE FIRST BOSTON LLC ABN AMRO INCORPORATED BNP PARIBAS GREENWICH CAPITAL MARKETS, INC. HVB CAPITAL MARKETS,...
Registration Rights Agreement • November 2nd, 2005 • Colorado Interstate Gas Co • Natural gas transmission • New York

This Agreement is made pursuant to the Purchase Agreement dated October 27, 2005, 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 $400,000,000 principal amount of its 6.80% Senior Notes due 2015 (the “Securities”). The Securities are to be issued pursuant to the provisions of an Indenture dated as of June 27, 1997, as supplemented and amended by (i) the First Supplemental Indenture thereto dated as of June 27, 1997, (ii) the Second Supplemental Indenture thereto dated as of March 9, 2005 and (iii) the Third Supplemental Indenture thereto dated as of November 1, 2005 (as further amended, supplemented or otherwise modified from time to time, the “Indenture”) by and among the Company and The Bank of New York Trust Company, N.A., a national banking association, as trustee (the “Trustee”).

AMENDED AND RESTATED SECURITY AGREEMENT dated as of November 23, 2004 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 29th, 2004 • Colorado Interstate Gas Co • Natural gas transmission • New York

ANR PIPELINE COMPANY, a Delaware corporation (“ANR”), COLORADO INTERSTATE GAS COMPANY, a Delaware corporation (“CIG”), EL PASO NATURAL GAS COMPANY, a Delaware corporation (“EPNGC”), TENNESSEE GAS PIPELINE COMPANY, a Delaware corporation (“TGPC”) (ANR, CIG, EPNGC and TGPC, collectively, the “Pipeline Company Borrowers” and, together with the Company, the “Borrowers”);

AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 31, 2006 among EL PASO CORPORATION, COLORADO INTERSTATE GAS COMPANY, EL PASO NATURAL GAS COMPANY and TENNESSEE GAS PIPELINE COMPANY, as Borrowers The Lenders Party Hereto and JPMORGAN CHASE BANK,...
Credit Agreement • August 2nd, 2006 • Colorado Interstate Gas Co • Natural gas transmission • New York

AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 31, 2006, among EL PASO CORPORATION, a Delaware corporation (the “Company”), COLORADO INTERSTATE GAS COMPANY, a Delaware corporation (“CIG”), 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”).

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Receivables Purchase Agreement • November 9th, 2006 • Colorado Interstate Gas Co • Natural gas transmission • New York

This Receivables Purchase Agreement dated as of November 3, 2006 is among CIG FUNDING COMPANY, L.L.C., a Delaware limited liability company (“Seller”), COLORADO INTERSTATE GAS COMPANY, a Delaware corporation, as initial Servicer (the initial Servicer together with Seller, the “Seller Parties” and each a “Seller Party”), STARBIRD FUNDING CORPORATION (“Starbird”) and the other funding entities from time to time party hereto as Investors, BNP PARIBAS, NEW YORK BRANCH (“Paribas”), and the other financial institutions from time to time party hereto as Managing Agents, and BNP PARIBAS, NEW YORK BRANCH, as program agent for the Investors hereunder (together with its successors and assigns hereunder, the “Program Agent”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.

FIRST TIER RECEIVABLES SALE AGREEMENT dated as of November 3, 2006 between COLORADO INTERSTATE GAS COMPANY, as Originator and CIG FINANCE COMPANY, L.L.C., as Buyer
Receivables Sale Agreement • November 9th, 2006 • Colorado Interstate Gas Co • Natural gas transmission • Texas

THIS FIRST TIER RECEIVABLES SALE AGREEMENT, dated as of November 3, 2006, is by and between COLORADO INTERSTATE GAS COMPANY, a Delaware corporation (“Originator”), and CIG 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.

SECOND TIER RECEIVABLES SALE AGREEMENT dated as of November 3, 2006 between CIG FINANCE COMPANY, L.L.C., as Seller and CIG FUNDING COMPANY, L.L.C., as Buyer
Receivables Sale Agreement • November 9th, 2006 • Colorado Interstate Gas Co • Natural gas transmission • Texas

THIS SECOND TIER RECEIVABLES SALE AGREEMENT, dated as of November 3, 2006, is by and between CIG FINANCE COMPANY, L.L.C., a Delaware limited liability (“Finance LLC”), and CIG 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.

FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COLORADO INTERSTATE GAS COMPANY, L.L.C. A DELAWARE LIMITED LIABILITY COMPANY PREAMBLE
Limited Liability Company Agreement • February 27th, 2012 • Colorado Interstate Gas Company, L.L.C. • Natural gas transmission • Delaware

This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Colorado Interstate Gas Company, L.L.C. (the “Company”) is entered into effective as of the 14th day of February, 2012, by EPPP CIG GP Holdings, L.L.C., a Delaware limited liability company (“EPPP CIG”) and El Paso Noric Investments III, L.L.C., a Delaware limited liability company (“Noric”), (each individually a “Member” and together, the “Members”).

LIMITED LIABILITY COMPANY AGREEMENT OF COLORADO INTERSTATE GAS COMPANY, L.L.C. A DELAWARE LIMITED LIABILITY COMPANY PREAMBLE
Limited Liability Company Agreement • November 7th, 2011 • Colorado Interstate Gas Company, L.L.C. • Natural gas transmission • Delaware

The undersigned members, El Paso Noric Investments III, L.L.C., a Delaware limited liability company, and EPPP CIG GP Holdings, L.L.C., a Delaware limited liability company (the “Members”), hereby form Colorado Interstate Gas Company, L.L.C. (the “Company”), a Delaware limited liability company, pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq. (the “Act”), and hereby declare the following to be the Limited Liability Company Agreement of such limited liability company as of the Effective Date (as defined herein).

SECOND AMENDMENT TO GENERAL PARTNERSHIP AGREEMENT OF COLORADO INTERSTATE GAS COMPANY July 24, 2009
General Partnership Agreement • July 30th, 2009 • Colorado Interstate Gas Co • Natural gas transmission

This SECOND AMENDMENT to GENERAL PARTNERSHIP AGREEMENT OF COLORADO INTERSTATE GAS COMPANY (the “Amendment”), is made and entered into as of this 24th day of July, 2009, by El Paso Noric Investments III, L.L.C., a Delaware limited liability company (“EP Noric”), and EPPP CIG GP Holdings, L.L.C., a Delaware limited liability company (“EPPP CIG”), each as a general partner of the Partnership (collectively, “the Partners”).

PURCHASE AND SALE AGREEMENT By and Among CIG Gas Supply Company, Wyoming Gas Supply Inc., WIC Holdings Inc., El Paso Wyoming Gas Supply Company And Wyoming Interstate Company, Ltd. November 1, 2005
Purchase and Sale Agreement • February 26th, 2010 • Colorado Interstate Gas Co • Natural gas transmission • Texas

This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of November 1, 2005 (the “Effective Date”), is entered into by and among (a) CIG Gas Supply Company, a Delaware corporation (“WIC GP”), Wyoming Gas Supply Inc., a Delaware corporation (“WIC LP”, and collectively with WIC GP, the “Sellers”), (b) WIC Holdings Inc., a Delaware corporation (“CIG Sub 1”), El Paso Wyoming Gas Supply Company, a Delaware corporation (“CIG Sub 2”, and collectively with CIG Sub 1, the “Purchasers”).

GENERAL PARTNERSHIP AGREEMENT OF COLORADO INTERSTATE GAS COMPANY November 1, 2007
General Partnership Agreement • November 7th, 2007 • Colorado Interstate Gas Co • Natural gas transmission • Delaware

This GENERAL PARTNERSHIP AGREEMENT OF COLORADO INTERSTATE GAS COMPANY, dated as of November 1, 2007 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by El Paso Noric Investments III, L.L.C., a Delaware limited liability company (“EP Noric”), and EPPP CIG GP Holdings, L.L.C., a Delaware limited liability company (“EPPP CIG”), each as a general partner of the Partnership. Capitalized terms used in this Agreement and not defined elsewhere have the meanings given to them in Article 1 below.

CIG JOINDER AGREEMENT
Cig Joinder Agreement • March 15th, 2004 • Colorado Interstate Gas Co • Natural gas transmission • New York
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 28th, 2007 • Colorado Interstate Gas 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.

RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • March 2nd, 2009 • Colorado Interstate Gas Co • Natural gas transmission • New York

AMENDMENT NO. 2, dated as of October 31, 2008 (the “Effective Date”), to the RECEIVABLES PURCHASE AGREEMENT dated as of November 3, 2006 and amended by Amendment No. 1 dated as of November 2, 2007 (as so amended, the “Agreement”), among CIG FUNDING COMPANY, L.L.C., a Delaware limited liability company, COLORADO INTERSTATE GAS 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 (“Paribas”), and the other financial institutions from time to time party hereto as Managing Agents, and BNP PARIBAS, NEW YORK BRANCH, as Program Agent.

COLORADO INTERSTATE GAS COMPANY as Issuer and THE BANK OF NEW YORK TRUST COMPANY, N.A. as Trustee FOURTH SUPPLEMENTAL INDENTURE Dated as of October 15, 2007 To INDENTURE Dated as of June 27, 1997
Fourth Supplemental Indenture • October 16th, 2007 • Colorado Interstate Gas Co • Natural gas transmission • New York

FOURTH SUPPLEMENTAL INDENTURE, dated as of October 15, 2007 (this “Fourth Supplemental Indenture”), between COLORADO INTERSTATE GAS COMPANY, a Delaware corporation (the “Company”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association (successor-in-interest to Harris Trust and Savings Bank), as trustee under the Indenture referred to below (in such capacity, the “Trustee”).

AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • March 5th, 2008 • Colorado Interstate Gas Co • Natural gas transmission • New York

AMENDMENT NO. 1, dated as of November 2, 2007, to the RECEIVABLES PURCHASE AGREEMENT dated as of November 3, 2006 (the “Agreement”), among CIG FUNDING COMPANY, L.L.C., a Delaware limited liability company, COLORADO INTERSTATE GAS 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.

EXCHANGE AGENT AGREEMENT April , 2006
Exchange Agent Agreement • April 11th, 2006 • Colorado Interstate Gas Co • Natural gas transmission • New York

Colorado Interstate Gas Company, a Delaware corporation (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange an aggregate principal amount of up to $400,000,000 of its issued and outstanding 6.80% Senior Notes due 2015 (the “Old Notes”) for its 6.80% Senior Notes due 2015, which have been registered under the Securities Act of 1933, as amended (the “New Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in the Company’s prospectus, dated , 2006 (the “Prospectus”), proposed to be distributed to all record holders of the Old Notes. The Old Notes and the New Notes are collectively referred to herein as the “Notes.”

LEASE AGREEMENT Between WYCO DEVELOPMENT LLC and COLORADO INTERSTATE GAS COMPANY Effective Date: November 1, 2008
Lease Agreement • December 22nd, 2008 • Colorado Interstate Gas Co • Natural gas transmission • Colorado

THIS LEASE AGREEMENT (“Lease Agreement”), is made effective as of the 1st day of November, 2008, by and between WYCO DEVELOPMENT LLC, a Colorado limited liability company (“WYCO”), and COLORADO INTERSTATE GAS COMPANY, a Delaware corporation (“CIG”). WYCO and CIG may each be referred to herein individually as a “Party” or, collectively, as the “Parties”.

Colorado Interstate Gas Company and Harris Trust and Savings Bank, Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of June 27, 1997 to INDENTURE Dated as of June 27, 1997
Supplemental Indenture • February 26th, 2010 • Colorado Interstate Gas Co • Natural gas transmission • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of June 27, 1997, between Colorado Interstate Gas Company, a Delaware corporation (the “Company”), and Harris Trust and Savings Bank, a banking corporation organized under the laws of the State of Illinois, as Trustee (the “Trustee”), to the Indenture dated as of June 27, 1997 (the “Indenture”), between the Company and the Trustee.

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LEASE AGREEMENT Between WYCO DEVELOPMENT LLC and COLORADO INTERSTATE GAS COMPANY Effective Date: November 1, 2008
Lease Agreement • February 26th, 2010 • Colorado Interstate Gas Co • Natural gas transmission • Colorado

THIS LEASE AGREEMENT (“Lease Agreement”), is made effective as of the 1st day of November, 2008, by and between WYCO DEVELOPMENT LLC, a Colorado limited liability company (“WYCO”), and COLORADO INTERSTATE GAS COMPANY, a Delaware corporation (“CIG”). WYCO and CIG may each be referred to herein individually as a “Party” or, collectively, as the “Parties”.

THIRD AMENDMENT TO GENERAL PARTNERSHIP AGREEMENT OF COLORADO INTERSTATE GAS COMPANY June 29, 2011
General Partnership Agreement • August 8th, 2011 • Colorado Interstate Gas Co • Natural gas transmission

This THIRD AMENDMENT to GENERAL PARTNERSHIP AGREEMENT OF COLORADO INTERSTATE GAS COMPANY (the “Amendment”), is made and entered into as of this 29th day of June, 2011, by El Paso Noric Investments III, L.L.C., a Delaware limited liability company (“EP Noric”), and EPPP CIG GP Holdings, L.L.C., a Delaware limited liability company (“EPPP CIG”), each as a general partner of the Partnership (collectively, “the Partners”).

FIRST AMENDMENT TO GENERAL PARTNERSHIP AGREEMENT OF COLORADO INTERSTATE GAS COMPANY September 30, 2008
General Partnership Agreement • October 6th, 2008 • Colorado Interstate Gas Co • Natural gas transmission

This FIRST AMENDMENT to GENERAL PARTNERSHIP AGREEMENT OF COLORADO INTERSTATE GAS COMPANY (the “Amendment”), is made and entered into as of this 30th day of September, 2008, by El Paso Noric Investments III, L.L.C., a Delaware limited liability company (“EP Noric”), and EPPP CIG GP Holdings, L.L.C., a Delaware limited liability company (“EPPP CIG”), each as a general partner of the Partnership (collectively, “the Partners”).

EXCHANGE AGENT AGREEMENT
Exchange Agent Agreement • June 10th, 2005 • Colorado Interstate Gas Co • Natural gas transmission • New York
COLORADO INTERSTATE GAS COMPANY as Issuer COLORADO INTERSTATE ISSUING CORPORATION as Co-issuer and THE BANK OF NEW YORK TRUST COMPANY, N.A. as Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of November 1, 2007 To INDENTURE Dated as of June 27, 1997
Indenture • November 7th, 2007 • Colorado Interstate Gas Co • Natural gas transmission • New York

FIFTH SUPPLEMENTAL INDENTURE, dated as of November 1, 2007 (this "Fifth Supplemental Indenture"), among COLORADO INTERSTATE GAS COMPANY, a Delaware corporation (the "Company"), COLORADO INTERSTATE ISSUING CORPORATION, a Delaware corporation ("Finance Corp"), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association (successor-in-interest to Harris Trust and Savings Bank), as trustee under the Indenture referred to below (in such capacity, the "Trustee").

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