As filed with the Securities and Exchange Commission on
April 13, 2009
Registration No. 333-158205
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Amendment No. 1
to
Form S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
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EL PASO CORPORATION
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Delaware
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76-0568816
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COLORADO INTERSTATE GAS COMPANY
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Delaware
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38-1281755
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COLORADO INTERSTATE ISSUING CORPORATION
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Delaware
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26-1397951
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EL PASO NATURAL GAS COMPANY
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Delaware
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74-0608280
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SOUTHERN NATURAL GAS COMPANY
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Delaware
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63-0196650
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SOUTHERN NATURAL ISSUING CORPORATION
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Delaware
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26-1397784
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TENNESSEE GAS PIPELINE COMPANY
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Delaware
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74-1056569
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(Exact name of each registrant
as specified in its charter)
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. employer
identification number)
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El Paso Building
1001 Louisiana Street
Houston, Texas 77002
(713) 420-2600
(Address, including zip code,
and telephone number,
including area code, of
registrants principal executive offices)
Robert W. Baker, Esq.
El Paso Building
1001 Louisiana Street
Houston, Texas 77002
(713) 420-2600
(Name, address, including zip
code, and telephone number,
including area code, of agent
for service)
Copy to:
Charles H. Still, Jr.
Bracewell & Giuliani LLP
711 Louisiana Street, Suite 2300
Houston, Texas 77002-2770
(713) 221-3309
Fax: (713) 437-5318
Approximate date of commencement of proposed sale to the
public:
From time to time after the effective
date of this Registration Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box.
o
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
þ
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering.
o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering.
o
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following
box.
o
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following
box.
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Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2 of the Exchange Act. (Check one):
EL PASO CORPORATION:
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Large accelerated filer
þ
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller
reporting company)
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COLORADO INTERSTATE GAS COMPANY, COLORADO INTERSTATE ISSUING
CORPORATION, EL PASO NATURAL GAS COMPANY, SOUTHERN NATURAL GAS
COMPANY, SOUTHERN NATURAL ISSUING CORPORATION AND TENNESSEE GAS
PIPELINE COMPANY:
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
þ
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Smaller reporting company
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(Do not check if a smaller
reporting company)
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The registrants hereby amend this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the registrants shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
The
information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not
permitted.
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Subject to Completion dated
April 13, 2009
PROSPECTUS
$2,500,000,000
EL PASO CORPORATION
Debt Securities
Preferred Stock
Common Stock
Purchase Contracts
Warrants
Units
COLORADO INTERSTATE GAS
COMPANY
COLORADO INTERSTATE ISSUING CORPORATION
EL PASO NATURAL GAS COMPANY
SOUTHERN NATURAL GAS COMPANY
SOUTHERN NATURAL ISSUING CORPORATION
TENNESSEE GAS PIPELINE COMPANY
Debt Securities
El Paso Corporation (El Paso) may offer
and sell from time to time in one or more offerings:
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unsecured debt securities consisting of senior or subordinated
notes and debentures
and/or
other
unsecured evidences of indebtedness in one or more series;
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shares of preferred stock, in one or more series, which may be
convertible or exchangeable for El Paso common stock or
debt securities;
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shares of El Paso common stock;
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purchase contracts for the purchase or sale of El Paso
common stock, preferred stock, debt securities, warrants or
units, or for the purchase or sale of securities of a third
party, currencies or commodities;
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warrants to purchase El Paso common stock, preferred stock,
debt securities, purchase contracts or units, or to purchase or
sell securities of a third party, currencies or
commodities; and
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units consisting of any combination of El Paso common
stock, preferred stock, debt securities, purchase contracts or
warrants.
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Colorado Interstate Gas Company (CIG), El Paso
Natural Gas Company (EPNG), Southern Natural Gas
Company (SNG) and Tennessee Gas Pipeline Company
(TGP) each may offer and sell from time to time in
one or more offerings unsecured nonconvertible investment grade
debt securities consisting of senior notes and debentures
and/or
other
unsecured evidences of indebtedness in one or more series.
Colorado Interstate Issuing Corporation (CIIC) may
be a co-issuer of debt securities offered by CIG. Southern
Natural Issuing Corporation (SNIC) may be a
co-issuer of debt securities offered by SNG.
El Paso, CIG, EPNG, SNG
and/or
TGP
will provide the specific terms of the securities in supplements
to this prospectus. You should read this prospectus and the
related prospectus supplements carefully before you invest in
any securities of El Paso, CIG, EPNG, SNG or TGP. This
prospectus may not be used to consummate sales of El Paso,
CIG, EPNG, SNG or TGP securities unless it is accompanied by a
prospectus supplement.
The common stock of El Paso is listed for trading on the
New York Stock Exchange under the symbol EP.
We may sell securities to or through underwriters, dealers or
agents. For additional information on the method of sale, you
should refer to the section entitled Plan of
Distribution. The names of any underwriters, dealers or
agents involved in the sale of any securities and the specific
manner in which they may be offered will be set forth in the
prospectus supplement covering the sale of those securities.
Investing in these securities involves certain risks. Please
read Risk Factors on page 3 and other
information included and incorporated by reference in this
prospectus for a discussion of the factors you should carefully
consider before deciding to purchase these securities.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined whether this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus
is ,
2009.
ABOUT
THIS PROSPECTUS
The information contained in this prospectus is not complete and
may be changed. You should rely only on the information provided
in or incorporated by reference in this prospectus, any
prospectus supplement, or documents to which we otherwise refer
you. We have not authorized anyone else to provide you with
different information. We are not making an offer of any
securities in any jurisdiction where the offer is not permitted.
You should not assume that the information in this prospectus,
any prospectus supplement or any document incorporated by
reference is accurate as of any date other than the date of the
document in which such information is contained or such other
date referred to in such document, regardless of the time of any
sale or issuance of a security.
This prospectus is part of a registration statement that we have
filed with the Securities and Exchange Commission, or SEC,
utilizing a shelf registration process. Under this
shelf process, we may sell different types of securities
described in this prospectus in one or more offerings. This
prospectus provides you with a general description of the
securities we may offer. Each time we sell securities, we will
provide a prospectus supplement that will contain specific
information about the terms of that offering and the securities
offered by us in that offering. The prospectus supplement may
also add, update or change information in this prospectus. You
should read both this prospectus and any prospectus supplement
together with additional information described under the heading
Where You Can Find More Information.
Unless the context requires otherwise or unless otherwise noted,
all references in the prospectus or any prospectus supplement to
we, us and our mean
El Paso, CIG, CIIC, EPNG, SNG, SNIC and TGP. When we refer
to El Paso, we are referring to El Paso
Corporation. When we refer to CIG, we are referring
to Colorado Interstate Gas Company, a majority owned subsidiary
of El Paso. When we refer to CIIC, we are
referring to Colorado Interstate Issuing Corporation, a wholly
owned finance subsidiary of CIG. When we refer to
EPNG, we are referring to El Paso Natural Gas
Company, a wholly owned subsidiary of El Paso. When we
refer to SNG, we are referring to Southern Natural
Gas Company, a majority owned subsidiary of El Paso. When
we refer to SNIC, we are referring to Southern
Natural Issuing Corporation, a wholly owned finance subsidiary
of SNG. When we refer to TGP, we are referring to
Tennessee Gas Pipeline Company, a wholly owned subsidiary of
El Paso.
ii
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
We have made statements in this document and in documents that
we have incorporated by reference into this document that
constitute forward-looking statements. Forward-looking
statements include information concerning possible or assumed
future results of operations of El Paso, CIG, EPNG, SNG or
TGP, as applicable. The words believe,
expect, estimate, anticipate
and similar expressions will generally identify forward-looking
statements. These statements may relate to information or
assumptions about:
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earnings per share;
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capital and other expenditures;
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dividends;
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financing plans;
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capital structure;
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liquidity and cash flow;
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pending legal proceedings, claims and governmental proceedings,
including environmental matters;
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future economic and financial performance;
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operating income;
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managements plans; and
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goals and objectives for future operations.
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Forward-looking statements are subject to risks and
uncertainties. While we believe the assumptions or bases
underlying the forward-looking statements are reasonable and are
made in good faith, we caution that assumed facts or bases
almost always vary from actual results, and these variances can
be material, depending upon the circumstances. We cannot assure
you that the statements of expectation or belief contained in
the forward-looking statements will result or be achieved or
accomplished. Important factors that could cause actual results
to differ materially from estimates or projections contained in
forward-looking statements include, among others, the following:
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the risk that earnings may be adversely affected by fluctuating
energy commodity prices;
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the risk that rates charged to customers may be reduced by
governmental authorities;
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the risks associated with the construction of new facilities,
including cost overruns, the realization of anticipated future
growth in natural gas supplies and our ability to obtain the
necessary consents and approvals;
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the risk associated with reduced natural gas demand and reduced
drillers for new supplies;
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the highly competitive nature of the natural gas transportation,
gathering, processing and storage businesses and the oil and gas
exploration and production business;
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the risks associated with competition from alternate energy
sources;
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the risk of favorable customer contracts expiring or being
renewed on less attractive terms;
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the timing, success, and capital allocated to our exploration
and development drilling programs, which would affect production
levels and reserves;
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risks associated with our ability to replace reserves, as well
as changes to our estimates of oil and gas reserves;
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the risk of financial losses arising out of derivative
transactions;
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risks incident to the drilling and operation of oil and gas
wells;
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future drilling, production and development costs, including
drilling rig rates and oil field service costs;
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the risks associated with our foreign operations and investments;
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risks associated with retained liabilities and indemnification
obligations in connection with the sale of certain of our
businesses and assets;
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the costs of environmental liabilities, regulations and
litigation;
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the impact of operational hazards;
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the risks associated with future weather conditions;
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the outcome of pending litigation and governmental
investigations;
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the risk that other firms will further expand into markets in
which we operate;
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risks associated with access to, and cost of, capital, including
maintaining sufficient liquidity to operate our businesses;
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risks associated with our significant debt, compliance with our
debt covenants, interest rates and below investment grade credit
ratings; and
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risks related to adverse general economic conditions and
instability of financial markets.
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These factors are more fully described in the Annual Report on
Form 10-K
for the year ended December 31, 2008 of each of
El Paso, CIG, EPNG, SNG and TGP under the heading
Risk Factors, which descriptions are incorporated
herein by reference. Other factors that could cause actual
results to differ materially from estimates and projections
contained in forward-looking statements are described in the
other documents incorporated by reference into this document.
Accordingly, you should not place undue reliance on
forward-looking statements, which speak only as of the date of
this prospectus, or, in the case of documents incorporated by
reference, the date of those documents.
All subsequent written and oral forward-looking statements
attributable to any of us or any person acting on our behalves
are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. We do not
undertake any obligation to release publicly any revisions to
these forward-looking statements to reflect events or
circumstances after the date of this prospectus or to reflect
the occurrence of unanticipated events, unless the securities
laws require us to do so.
iv
WHERE YOU
CAN FIND MORE INFORMATION
We have filed a registration statement with the SEC under the
Securities Act of 1933, as amended, or the Securities Act, that
registers the securities offered by this prospectus. The
registration statement, including the attached exhibits,
contains additional relevant information about each of us. The
rules and regulations of the SEC allow us to omit some
information included in the registration statement from this
prospectus.
El Paso, CIG, EPNG, SNG and TGP each file annual,
quarterly, and other reports and other information with the SEC
under the Securities Exchange Act of 1934, as amended, or the
Exchange Act. You may read and copy any materials that
El Paso, CIG, EPNG, SNG or TGP files with the SEC at the
SECs public reference room at 100 F Street,
N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330
for further information on the public reference room. Our SEC
filings are also available to the public through the SEC website
at
http://www.sec.gov
.
General information about El Paso, CIG, EPNG, SNG and TGP,
including each of their respective annual reports on
Form 10-K,
quarterly reports on
Form 10-Q
and current reports on
Form 8-K,
as well as any amendments and exhibits to those reports, are
available free of charge through El Pasos website at
www.elpaso.com
as soon as reasonably practicable after
each company files them with, or furnishes them to, the SEC.
Information on El Pasos website is not incorporated
into this prospectus or El Pasos other securities
filings and is not a part of this prospectus. You can also
inspect reports, proxy statements and other information about
El Paso at the offices of The New York Stock Exchange,
Inc., located at 20 Broad Street, New York, New York 10005.
v
INCORPORATION
BY REFERENCE
The SEC allows us to incorporate by reference
information into this document. This means that we can disclose
important information to you by referring you to another
document filed separately with the SEC. The information
incorporated by reference is considered to be part of this
prospectus, and information that we file later with the SEC will
automatically update and supersede the previously filed
information. We incorporate by reference the documents listed
below and any future filings made with the SEC under
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act by
El Paso, CIG, CIIC, EPNG, SNG, SNIC and TGP, other than any
portions of the respective filings that were furnished, pursuant
to Item 2.02 or Item 7.01 of
Form 8-K
or other applicable SEC rules, rather than filed, until we
complete our offerings of the securities:
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El Pasos Annual Report on
Form 10-K
for the year ended December 31, 2008 (including the
portions of El Pasos definitive Proxy Statement on
Schedule 14A incorporated therein by reference), which we
refer to as El Pasos 2008
Form 10-K;
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El Pasos Current Reports on
Form 8-K
filed with the SEC on February 4, 2009 and February 6,
2009;
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The description of El Pasos capital stock contained
in El Pasos registration statement on
Form 8-A
filed on April 5, 2001, as amended on
Form 8-A/A
on August 26, 2003 and March 7, 2006, including any
further amendment or report filed for the purpose of updating
such descriptions;
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CIGs Annual Report on
Form 10-K
for the year ended December 31, 2008;
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EPNGs Annual Report on
Form 10-K
for the year ended December 31, 2008;
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EPNGs Current Report on
Form 8-K
filed with the SEC on March 27, 2009;
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SNGs Annual Report on
Form 10-K
for the year ended December 31, 2008;
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TGPs Annual Report on
Form 10-K
for the year ended December 31, 2008; and
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TGPs Current Report on
Form 8-K
filed with the SEC on January 29, 2009.
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Documents incorporated by reference are available to you from us
without charge, excluding any exhibits to those documents unless
the exhibit is specifically incorporated by reference as an
exhibit in this document. You can obtain documents incorporated
by reference in this document by requesting them in writing or
by telephone from us at the following address:
El Paso
Corporation
Office of Investor Relations
El Paso Building
1001 Louisiana Street
Houston, Texas 77002
Telephone No.:
(713) 420-2600
vi
EL PASO
CORPORATION
El Paso is an energy company, originally founded in 1928 in
El Paso, Texas, that primarily operates in the natural gas
transmission and exploration and production sectors of the
energy industry. El Pasos purpose is to provide
natural gas and related energy products in a safe, efficient and
dependable manner.
El Paso may offer and sell debt securities, preferred
stock, common stock, purchase contracts, warrants and units
pursuant to this prospectus.
El Paso is a Delaware corporation with principal executive
offices in the El Paso Building, located at 1001 Louisiana
Street, Houston, Texas 77002, and El Pasos telephone
number at that address is
(713) 420-2600.
COLORADO
INTERSTATE GAS COMPANY
CIG is a Delaware general partnership, originally formed in 1927
as a corporation. CIG is owned 60 percent by a wholly owned
subsidiary of El Paso and 40 percent by a subsidiary
of El Paso Pipeline Partners, L.P., El Pasos
master limited partnership (MLP). CIGs primary
business consists of the interstate transportation, storage and
processing of natural gas. CIG conducts its business activities
through its natural gas pipeline system, storage facilities,
processing plants and its 50 percent ownership interest in
WYCO Development LLC.
CIIC is a Delaware corporation and a wholly owned finance
subsidiary of CIG. CIIC has and will have no assets, operations,
revenues or cash flows other than those related to its service
as co-issuer of CIG debt securities. CIIC will act as co-issuer
of the CIG debt securities, so as to allow institutional
investors to invest in the CIG debt securities if they might not
otherwise be able to invest in securities issued by a
partnership by reason of legal investment laws of their states
of organization or their charters. You should not expect CIIC to
have the ability to service obligations on the CIG debt
securities.
CIG and CIIC may offer and sell only nonconvertible investment
grade debt securities pursuant to this prospectus.
The principal executive offices of each of CIG and CIIC are
located in the El Paso Building, located at 1001 Louisiana
Street, Houston, Texas 77002, and their telephone number at that
address is
(713) 420-2600.
EL PASO
NATURAL GAS COMPANY
EPNG is a Delaware corporation incorporated in 1928 and a wholly
owned subsidiary of El Paso. EPNGs primary business
consists of the interstate transportation and storage of natural
gas. EPNG conducts its business activities through its natural
gas pipeline systems and a storage facility.
EPNG may offer and sell only nonconvertible investment grade
debt securities pursuant to this prospectus.
The principal executive offices of EPNG are located in the
El Paso Building, located at 1001 Louisiana Street,
Houston, Texas 77002, and EPNGs telephone number at that
address is
(713) 420-2600.
SOUTHERN
NATURAL GAS COMPANY
SNG is a Delaware general partnership, originally formed in 1935
as a corporation. SNG is owned 75 percent by a wholly owned
subsidiary of El Paso and 25 percent by a subsidiary
El Pasos MLP. SNGs primary business consists of
the interstate transportation and storage of natural gas. SNG
conducts its business through its pipeline system and storage
facilities.
SNIC is a Delaware corporation and a wholly owned finance
subsidiary of SNG. SNIC has and will have no assets, operations,
revenues or cash flows other than those related to its service
as co-issuer of SNG debt securities. SNIC will act as co-issuer
of the SNG debt securities, so as to allow institutional
investors to invest
1
in the SNG debt securities if they might not otherwise be able
to invest in securities issued by a partnership by reason of
legal investment laws of their states of organization or their
charters. You should not expect SNIC to have the ability to
service obligations on the SNG debt securities.
SNG and SNIC may offer and sell only nonconvertible investment
grade debt securities pursuant to this prospectus.
The principal executive offices of each of SNG and SNIC are
located in the El Paso Building, located at 1001 Louisiana
Street, Houston, Texas 77002, and their telephone number at that
address is
(713) 420-2600.
TENNESSEE
GAS PIPELINE COMPANY
TGP is a Delaware corporation incorporated in 1947 and a wholly
owned subsidiary of El Paso. TGPs primary business
consists of the interstate transportation and storage of natural
gas. TGP conducts its business activities through its natural
gas pipeline system and storage facilities.
TGP may offer and sell only nonconvertible investment grade debt
securities pursuant to this prospectus.
The principal executive offices of TGP are located in the
El Paso Building, located at 1001 Louisiana Street,
Houston, Texas 77002, and TGPs telephone number at that
address is
(713) 420-2600.
2
RISK
FACTORS
An investment in our securities involves a high degree of risk.
You should carefully consider the risk factors and all of the
other information included in, or incorporated by reference
into, this prospectus, including those in Item 1A.
Risk Factors in each of our annual reports on
Form 10-K
for the year ended December 31, 2008, in evaluating an
investment in our securities. If any of these risks were to
occur, our business, financial condition or results of
operations could be adversely affected. In that case, the
trading price of El Pasos common stock or any of our
debt securities could decline and you could lose all or part of
your investment. When we offer and sell any securities pursuant
to a prospectus supplement, we may include additional risk
factors relevant to these securities in the prospectus
supplement.
USE OF
PROCEEDS
We will use the net proceeds we receive from the sale of the
securities offered by this prospectus for general corporate
purposes unless we specify otherwise in an applicable prospectus
supplement. We may invest any funds we do not require
immediately for general corporate purposes in marketable
securities and short-term investments.
Any specific allocation of the net proceeds of an offering of
securities to a specific purpose will be determined at the time
of the offering and will be described in a prospectus supplement.
RATIO OF
EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
The ratio of earnings to combined fixed charges and preferred
stock dividends for El Paso for the years ended
December 31, 2008, 2007, 2006, 2005 and 2004 is
incorporated in this prospectus by reference to Exhibit 12
to El Pasos 2008
Form 10-K.
The ratio of earnings to fixed charges for each of CIG, EPNG,
SNG and TGP for the years ended December 31, 2008, 2007,
2006, 2005, and 2004 is set forth in the table below. Because
CIG, EPNG, SNG and TGP may not offer and sell preferred stock
pursuant to this prospectus and had no preferred stock
outstanding during the periods presented, we do not separately
present the ratio of earnings to combined fixed charges and
preferred stock dividends for these companies.
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Year Ended December 31,
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2008
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2007
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2006
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2005
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2004
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Colorado Interstate Gas Company
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4.5
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x
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3.4
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x
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3.7
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x
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3.8
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x
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4.6
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x
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El Paso Natural Gas Company
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3.3
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x
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3.1
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x
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3.5
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x
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2.1
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x
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2.8
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x
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Southern Natural Gas Company
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4.1
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x
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4.2
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x
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3.3
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x
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3.7
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x
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3.1
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x
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Tennessee Gas Pipeline Company
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2.3
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x
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2.8
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x
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2.5
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x
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2.3
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x
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2.1
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x
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For purposes of this computation for each of CIG, EPNG, SNG and
TGP, earnings represents income from continuing operations
before income taxes, interest expense, with adjustments to
equity earnings to reflect actual distributions from equity
investments, amortization of debt costs, and that portion of
rental expense which represents an interest factor. Fixed
charges means that sum of interest costs, amortization of debt
costs, and that portion of rental expense which represents an
interest factor.
3
DESCRIPTION
OF EL PASO DEBT SECURITIES
The following description of the terms of the debt securities
sets forth general terms that may apply to the debt securities.
The particular terms of any debt securities will be described in
the prospectus supplement relating to those debt securities. The
debt securities will be El Pasos direct general
obligations and will be either El Pasos senior debt
securities or El Pasos subordinated debt securities.
Senior debt securities will be issued under an indenture between
El Paso and HSBC Bank USA, National Association (as
successor-in-interest
to JPMorgan Chase Bank, (formerly The Chase Manhattan Bank)), as
indenture trustee, which is called the senior
indenture. Subordinated debt securities will be issued
under a separate indenture to be entered into between
El Paso and HSBC Bank USA, National Association, which is
called the subordinated indenture. Together the
senior indenture and the subordinated indenture are called the
indentures, and the senior debt securities and the
subordinated debt securities are called debt
securities. El Paso and the respective trustee may
enter into supplements to the indentures from time to time.
El Paso has not restated these indentures in their entirety
in this description. El Paso has filed each of the senior
indenture and the form of the subordinated indenture as exhibits
to the registration statement of which this prospectus is a
part. Please read Where You Can Find More
Information. We urge you to read the indentures, because
they, and not this description, control your rights as holders
of the debt securities. The following description of the
indentures is not complete and is subject to, and qualified in
its entirety by reference to, all the provisions in the
respective indentures. Capitalized terms used in the summary
have the meanings specified in the indentures.
General
Neither indenture limits the amount of debt securities that
El Paso may issue. Debt securities may be issued up to the
principal amount authorized by El Pasos board of
directors or a committee thereof from time to time and may be in
any currency or currency unit El Paso designates. The
senior debt securities will be unsecured and will have the same
rank as all of El Pasos other unsecured and
unsubordinated debt. The subordinated debt securities will be
unsecured and will be subordinated and junior to all senior
indebtedness.
The debt securities may be issued in one or more separate series
of senior debt securities or subordinated debt securities. A
prospectus supplement and a supplemental indenture (or a
resolution of El Pasos board of directors and
accompanying officers certificate) relating to any series
of debt securities being offered will include specific terms
relating to the offered debt securities. These terms will
include some or all of the following:
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the title and type of the debt securities;
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the total principal amount of the debt securities and the
currency, if other than U.S. dollars, in which such debt
securities are denominated;
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the percentage of the principal amount at which the debt
securities will be issued and any payments due if the maturity
of the debt securities is accelerated;
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the dates on which the principal of the debt securities will be
payable and the terms on which any such maturity date may be
extended;
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the interest rate which the debt securities will bear and the
interest payment dates for the debt securities;
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any provisions relating to the convertibility of exchangeability
of the debt securities for other debt securities or equity
securities;
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any optional redemption periods;
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any sinking fund or other provisions that would obligate
El Paso to repurchase or otherwise redeem some or all of
the debt securities;
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any changes to or additional events of defaults or covenants;
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any special tax implications of the debt securities, including
provisions for original issue discount securities, if offered;
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restrictions on the declaration of dividends or requiring the
maintenance of any asset ratio or the creation or maintenance of
reserves; and
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any other specific terms of the debt securities.
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If any of the debt securities are sold for any foreign currency
or currency unit, or if any payments on the debt securities are
payable in any foreign currency or currency unit, the prospectus
supplement will describe any restrictions, elections, tax
consequences, specific terms and other information relating to
the debt securities and the foreign currency or currency unit.
Some of the debt securities may be issued as original issue
discount debt securities. Original issue discount securities
bear no interest or bear interest at below-market rates. These
are sold at a discount below their stated principal amount. If
El Paso issues these securities, the prospectus supplement
will describe any special tax, accounting or other
considerations relevant to these securities.
Debt securities of a series may be issued in registered or
global form.
Denominations
The prospectus supplement for each issuance of debt securities
will state whether the securities will be issued in registered
form of $1,000 each or multiples of $1,000 or bearer form of
$5,000 each.
Consolidation,
Merger or Sale
The indentures generally permit a consolidation or merger
between El Paso and another entity. They also permit
El Paso to sell all or substantially all of
El Pasos property and assets. If this occurs, the
remaining or acquiring entity will assume all of
El Pasos responsibilities and liabilities under the
indentures, including the payment of all amounts due on the debt
securities and performance of the covenants in the indentures.
However, El Paso will consolidate or merge with or into any
other entity or sell all or substantially all of
El Pasos assets only according to the terms and
conditions of the indentures, as applicable. The remaining or
acquiring entity will be substituted for El Paso in each of
the indentures with the same effect as if it had been an
original party to each of the indentures. After that the
successor entity may exercise El Pasos rights and
powers under the indentures, in El Pasos name or in
its own name. Any act or proceeding required or permitted to be
done by El Pasos board or any of El Pasos
officers may be done by the board or officers of the successor
entity. If El Paso sells all or substantially all of
El Pasos assets, El Paso will be released from
all El Pasos liabilities and obligations under the
indentures and under the debt securities.
Modification
of Indenture
Under each of the indentures, El Pasos rights and
obligations and the rights of the holders may be modified with
the consent of the holders of a majority in aggregate principal
amount of the outstanding debt securities of all series affected
by the modification, voting as one class. No modification of the
principal or interest payment terms, and no modification
reducing the percentage required for modifications, is effective
against any holder without its consent.
Payment
and Transfer
Unless El Paso specifies otherwise in a prospectus
supplement, El Paso will pay principal, interest and any
premium on the debt securities, and they may be surrendered for
payment or transferred, at the offices of the trustee.
El Paso will make payment on registered securities by check
mailed to the persons in whose names the debt securities are
registered or by transfer to an account maintained by the
registered holder on days specified in the indenture or any
prospectus supplement. If El Paso makes debt securities
payments in other forms, El Paso will specify the form and
place in a prospectus supplement.
5
El Paso will maintain a corporate trust office of the
trustee or another office or agency for the purpose of
transferring or exchanging fully registered securities, without
the payment of any service charge except for any tax or
governmental charge.
Global
Securities
Each of El Paso, CIG, EPNG, SNG and TGP may issue one or
more series of the debt securities pursuant to an indenture or
indentures as permanent global debt securities deposited with a
depositary. Unless otherwise indicated in the prospectus
supplement, the following is a summary of the depository
arrangements applicable to debt securities issued in permanent
global form and for which The Depository Trust Company
(DTC) acts as depositary.
Each global debt security will be deposited with, or on behalf
of, DTC, as depositary, and registered in the name of
Cede & Co., as DTCs partnership nominee, or such
other name as may be requested by an authorized representative
of DTC. One fully-registered global security will be issued with
respect to each $500 million of principal amount, and an
additional certificate will be issued with respect to any
remaining principal amount of debt securities. Except under the
limited circumstances described below, global debt securities
are not exchangeable for definitive certificated debt securities.
DTC has advised us that DTC is a limited-purpose trust company
organized under the New York Banking Law, a banking
organization within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a clearing
corporation within the meaning of the New York Uniform
Commercial Code, and a clearing agency registered
pursuant to the provisions of Section 17A of the Exchange
Act. DTC holds securities that its participants deposit with
DTC. DTC also facilitates the post-trade settlement among direct
participants of sales and other securities transactions in
deposited securities, through electronic computerized book-entry
transfers and pledges between direct participants
accounts, thereby eliminating the need for physical movement of
securities certificates. Direct participants include both
U.S. and
non-U.S. securities
brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. DTC is a wholly
owned subsidiary of The Depository Trust & Clearing
Corporation (DTCC). DTCC, in turn, is owned by a
number of DTC participants and members of the National
Securities Clearing Corporation, Fixed Income Clearing
Corporation and Emerging Markets Clearing Corporation (NSCC,
FICC, and EMCC, also subsidiaries of DTCC), as well as by the
New York Stock Exchange, Inc., the American Stock Exchange LLC
and the National Association of Securities Dealers, Inc. Access
to DTCs system is also available to others, such as both
U.S. and
non-U.S. securities
brokers and dealers, banks, trust companies and clearing
corporations that clear through or maintain a custodial
relationship with a direct participant, either directly or
indirectly. The rules applicable to DTC and its participants are
on file with the SEC. More information about DTC can be found at
www.dtcc.com
and
www.dtc.org
.
Purchases of debt securities under the DTC system must be made
by or through direct participants, which will receive a credit
for the debt securities on DTCs records. The ownership
interest of each actual purchaser of each debt security will be
recorded on the direct and indirect participants records.
Beneficial owners will not receive written confirmation from DTC
of their purchase, but beneficial owners are expected to receive
written confirmations providing details of the transaction, as
well as periodic statements of their holdings, from the
participants through which the beneficial owners entered the
transaction. Transfers of ownership interests in the debt
securities are to be accomplished by entries made on the books
of the participants acting on behalf of the beneficial owners.
Beneficial owners will not receive certificates representing
their ownership interests in debt securities, except in the
event that use of the book-entry system for the debt securities
is discontinued. The laws of some jurisdictions require that
certain purchasers of securities take physical delivery of such
securities in definitive form. Such laws may impair the ability
to transfer beneficial interests in a global debt security.
To facilitate subsequent transfers, all debt securities
deposited by direct participants with DTC are registered in the
name of DTCs partnership nominee, Cede & Co, or
such other name as may be requested by an authorized
representative of DTC. The deposit of debt securities with DTC
and their registration in the name of Cede & Co., or
such other DTC nominee will not change the beneficial ownership
of the debt securities. DTC has no knowledge of the actual
beneficial owners of the debt securities; DTCs records
reflect only the identity of the direct participants to
6
whose accounts the debt securities are credited, which may or
may not be the beneficial owners. The direct and indirect
participants will remain responsible for keeping account of
their holdings on behalf of their customers.
Delivery of notices and other communications by DTC to direct
participants, by direct participants to indirect participants,
and by direct participants and indirect participants to
beneficial owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in
effect from time to time.
Redemption notices shall be sent to DTC. If less than all of the
debt securities within an issue are being redeemed, DTCs
practice is to determine by lot the amount of the interest of
each direct participant in such issue to be redeemed.
Neither DTC nor Cede & Co (nor any other DTC nominee)
will consent or vote with respect to debt securities unless
authorized by a direct participant in accordance with DTCs
procedures. Under its usual procedures, DTC mails an omnibus
proxy to El Paso as soon as possible after the record date.
The omnibus proxy assigns Cede & Co.s consenting
or voting rights to those direct participants to whose accounts
the debt securities are credited on the record date (identified
in a listing attached to the omnibus proxy).
Principal and interest payments, if any, on the debt securities
will be made to Cede & Co., or such other nominee as
may be requested by an authorized representative of DTC. DTC has
told El Paso that its practice is to credit direct
participants accounts upon DTCs receipt of funds and
corresponding detail information from the applicable issuer of
the debt securities or the trustee, on the applicable payable
date in accordance with their respective holdings shown on
DTCs records. Payments by participants to beneficial
owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts
of customers in bearer form or registered in street
name, and will be the responsibility of that participant
and not of DTC, the trustee or the applicable issuer of the debt
securities, subject to any statutory or regulatory requirements
as may be in effect from time to time. Payment of principal and
interest to Cede & Co. (or such other nominee as may
be requested by an authorized representative of DTC) is the
responsibility of the applicable issuer of the debt securities
or the trustee. Disbursement of payments from Cede &
Co. to direct participants is DTCs responsibility.
Disbursement of payments to beneficial owners is the
responsibility of direct and indirect participants.
A beneficial owner must give notice through a participant to a
tender agent to elect to have its debt securities purchased or
tendered. The beneficial owner must deliver debt securities by
causing the direct participants to transfer the
participants interest in the debt securities, on
DTCs records, to a tender agent. The requirement for
physical delivery of debt securities in connection with an
optional tender or a mandatory purchase is satisfied when the
ownership rights in the debt securities are transferred by
direct participants on DTCs records and followed by a
book-entry credit of tendered debt securities to the tender
agents account.
Neither we, any trustee nor any of our or their respective
agents, will be responsible for any aspect of the records of
DTC, any nominee or any participant relating to, or payments
made on account of, beneficial interests in a permanent global
debt security or for maintaining, supervising or reviewing any
of the records of DTC, any nominee or any participant relating
to such beneficial interests.
DTC may discontinue providing its services as securities
depositary at any time by giving reasonable notice to the
applicable issuer of the debt securities or the trustee, as
agent. Under such circumstances, we would attempt to obtain a
successor securities depositary. If we were unable to obtain a
successor depositary, we would issue debt securities in
definitive form.
We may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In
that event, we would issue debt securities in definitive form.
The information in this section concerning DTC and DTCs
book entry system has been obtained from sources that we believe
to be reliable, but we take no responsibility for the accuracy
of such information.
7
Defeasance
Other than as required or deemed required by the Trust Indenture
Act, El Paso will be discharged from its obligations on the
debt securities of any series at any time if El Paso
deposits with the trustee sufficient cash or government
securities to pay the principal, interest, any premium and any
other sums due to the stated maturity date or a redemption date
of the debt securities of the series. If this happens, the
holders of the debt securities of the series will not be
entitled to the benefits of the indenture except for
registration of transfer and exchange of debt securities and
replacement of lost, stolen or mutilated debt securities.
Under U.S. federal income tax laws as of the date of this
prospectus, a discharge may be treated as an exchange of the
related debt securities. Each holder might be required to
recognize gain or loss equal to the difference between the
holders cost or other tax basis for the debt securities
and the value of the holders interest in the trust.
Holders might be required to include as income a different
amount than would be includable without the discharge.
Prospective investors should seek tax advice to determine their
particular consequences of a discharge, including the
applicability and effect of tax laws other than the
U.S. federal income tax laws.
Events of
Default
Event of default
when used in each of the
indentures, will mean any of the following:
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failure to pay the principal of or any premium on any debt
security when due;
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failure to pay interest on any debt security for 30 days;
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failure to perform any other covenant in the indenture that
continues for 60 days after being given written notice;
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certain events in El Pasos bankruptcy, insolvency or
reorganization; or
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any other event of default included in any supplemental
indenture.
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An event of default for a particular series of debt securities
does not necessarily constitute an event of default for any
other series of debt securities issued under either of the
indentures. The trustee may withhold notice to the holders of
debt securities of any default, except in the payment of
principal or interest, if it considers such withholding of
notice to be in the best interests of the holders.
If an event of default for any series of debt securities occurs
and continues, the trustee or the holders of at least 25% in
aggregate principal amount of the debt securities of the series
may declare the entire principal of all the debt securities of
that series to be due and payable immediately. If this happens,
subject to certain conditions, the holders of a majority of the
aggregate principal amount of the debt securities of that series
can void the declaration.
Other than its duties in case of a default, the trustee is not
obligated to exercise any of its rights or powers under each of
the indentures at the request, order or direction of any
holders, unless the holders offer the trustee reasonable
indemnity. If they provide this reasonable indemnification, the
holders of a majority in principal amount of any series of debt
securities may direct the time, method and place of conducting
any proceeding or any remedy available to the trustee, or
exercising any power conferred upon the trustee, for any series
of debt securities.
General
Covenants Applicable to the Debt Securities
Under the indentures, El Paso will:
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pay the principal of, and interest and any premium on, the debt
securities when due;
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maintain a place of payment;
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deliver a report to the trustee at the end of each fiscal year
reviewing El Pasos obligations under the applicable
indenture; and
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deposit sufficient funds with any paying agent on or before the
due date for any principal, interest or premium.
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Governing
Law
The indentures and the debt securities will be governed by and
construed in accordance with the laws of the State of New York.
Notices
Notices to holders of debt securities will be given by mail to
the addresses of such holders as they appear in the security
register.
Provisions
Applicable Only to Senior Debt Securities
Ranking
The senior debt securities will be unsecured and will rank
equally with all of El Pasos other unsecured and
unsubordinated debt.
Covenants
See Definitions below for the definitions of
certain terms used in this description.
The senior indenture provides that El Paso will not, nor
will El Paso permit any restricted subsidiary to, create,
assume, incur or suffer to exist any lien upon any principal
property, whether owned or leased on the date of the senior
indenture or thereafter acquired, to secure any of
El Pasos debt or any other person (other than the
senior debt securities issued under the senior indenture),
without causing all of the senior debt securities outstanding
under the senior indenture to be secured equally and ratably
with, or prior to, the new debt so long the new debt is so
secured. This restriction does not prohibit El Paso from
creating the following:
(i) any lien upon any of El Pasos property or
assets or any restricted subsidiary in existence on the date of
the senior indenture or created pursuant to an
after-acquired property clause or similar term in
existence on the date of the senior indenture or any mortgage,
pledge agreement, security agreement or other similar instrument
in existence on the date of the senior indenture;
(ii) any lien upon any property or assets created at the
time of acquisition of such property or assets by El Paso or any
of El Pasos restricted subsidiaries or within one
year after such time to secure all or a portion of the purchase
price for such property or assets or debt incurred to finance
such purchase price, whether such debt was incurred prior to, at
the time of or within one year of such acquisition;
(iii) any lien upon any property or assets existing on the
property at the time of the acquisition of the property by
El Paso or any of El Pasos restricted
subsidiaries (whether or not the obligations secured are assumed
by El Paso or any of El Pasos restricted
subsidiaries);
(iv) any lien upon any property or assets of a person
existing on the property at the time that person becomes a
restricted subsidiary by acquisition, merger or otherwise;
(v) the assumption by El Paso or any of
El Pasos restricted subsidiaries of obligations
secured by any lien existing at the time of the acquisition by
El Paso or any of El Pasos restricted
subsidiaries of the property or assets subject to such lien or
at the time of the acquisition of the person which owns that
property or assets;
(vi) any lien on property to secure all or part of the cost
of construction or improvements on the property or to secure
debt incurred prior to, at the time of, or within one year after
completion of such construction or making of such improvements,
to provide funds for any such purpose;
(vii) any lien on any oil, gas, mineral and processing and
other plant properties to secure the payment of costs, expenses
or liabilities incurred under any lease or grant or operating or
other similar agreement in connection with or incident to the
exploration, development, maintenance or operation of such
properties;
9
(viii) any lien arising from or in connection with a
conveyance by El Paso or any of El Pasos
restricted subsidiaries of any production payment with respect
to oil, gas, natural gas, carbon dioxide, sulphur, helium, coal,
metals, minerals, steam, timber or other natural resources;
(ix) any lien in favor of El Paso or any of
El Pasos restricted subsidiaries;
(x) any lien created or assumed by El Paso or any of
El Pasos restricted subsidiaries in connection with
the issuance of debt the interest on which is excludable from
gross income of the holder of such debt pursuant to the Internal
Revenue Code of 1986, as amended, or any successor statute, for
the purpose of financing, in whole or in part, the acquisition
or construction of property or assets to be used by El Paso
or any of El Pasos subsidiaries;
(xi) any lien upon property or assets of any foreign
restricted subsidiary to secure debt of that foreign restricted
subsidiary;
(xii) permitted liens (as defined below);
(xiii) any lien upon any additions, improvements,
replacements, repairs, fixtures, appurtenances or component
parts thereof attaching to or required to be attached to
property or assets pursuant to the terms of any mortgage, pledge
agreement, security agreement or other similar instrument,
creating a lien upon such property or assets permitted by
clauses (i) through (xii), inclusive, above; or
(xiv) any extension, renewal, refinancing, refunding or
replacement (or successive extensions, renewals, refinancing,
refundings or replacements) of any lien, in whole or in part,
that is referred to in clauses (i) through (xiii),
inclusive, above, or of any debt secured thereby; provided,
however, that the principal amount of debt secured shall not
exceed the greater of the principal amount of debt so secured at
the time of such extension, renewal, refinancing, refunding or
replacement and the original principal amount of debt so secured
(plus in each case the aggregate amount of premiums, other
payments, costs and expenses required to be paid or incurred in
connection with such extension, renewal, refinancing, refunding
or replacement); provided further, however, that such extension,
renewal, refinancing, refunding or replacement shall be limited
to all or a part of the property (including improvements,
alterations and repairs on such property) subject to the
encumbrance so extended, renewed, refinanced, refunded or
replaced (plus improvements, alterations and repairs on such
property).
Notwithstanding the foregoing, under the senior indenture,
El Paso may, and may permit any restricted subsidiary to,
create, assume, incur, or suffer to exist any lien upon any
principal property to secure debt of El Paso or any person
(other than the senior debt securities) that is not excepted by
clauses (i) through (xiv) above without securing the
senior debt securities issued under the senior indenture,
provided that the aggregate principal amount of all debt then
outstanding secured by such lien and all similar liens, together
with all net sale proceeds from sale-leaseback transactions
(excluding sale-leaseback transactions permitted by
clauses (i) through (iv), inclusive, of the first paragraph
of the restriction on sale-leasebacks covenant described below)
does not exceed 15% of consolidated net tangible assets.
The senior indenture also provides that El Paso will not,
nor will El Paso permit any restricted subsidiary to,
engage in a sale-leaseback transaction, unless: (i) such
sale-leaseback transaction occurs within one year from the date
of acquisition of the principal property subject thereto or the
date of the completion of construction or commencement of full
operations on such principal property, whichever is later;
(ii) the sale-leaseback transaction involves a lease for a
period, including renewals, of not more than three years;
(iii) El Paso or any of El Pasos restricted
subsidiaries would be entitled to incur debt secured by a lien
on the principal property subject thereto in a principal amount
equal to or exceeding the net sale proceeds from such
sale-leaseback transaction without securing the senior debt
securities; or (iv) El Paso or any of
El Pasos restricted subsidiaries, within a one-year
period after such sale-leaseback transaction, applies or causes
to be applied an amount not less than the net sale proceeds from
such sale-leaseback transaction to (A) the repayment,
redemption or retirement of funded debt of El Paso or any
such restricted subsidiary, or (B) investment in another
principal property.
Notwithstanding the foregoing, under the senior indenture
El Paso may, and may permit any restricted subsidiary to,
effect any sale-leaseback transaction that is not excepted by
clauses (i) through (iv), inclusive, of
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the above paragraph, provided that the net sale proceeds from
such sale-leaseback transaction, together with the aggregate
principal amount of outstanding debt (other than the senior debt
securities) secured by liens upon principal properties not
excepted by clauses (i) through (xiv), inclusive, of the
first paragraph of the limitation on liens covenant described
above, do not exceed 15% of the consolidated net tangible assets.
Definitions
The following are definitions of some terms used in the above
covenant descriptions:
Consolidated net tangible assets
means, at
any date of determination, the total amount of assets after
deducting (i) all current liabilities (excluding
(A) any current liabilities that by their terms are
extendable or renewable at the option of the obligor thereon to
a time more than 12 months after the time as of which the
amount thereof is being computed, and (B) current
maturities of long-term debt), and (ii) the value (net of
any applicable reserves) of all goodwill, trade names,
trademarks, patents and other like intangible assets, all as set
forth on the consolidated balance sheet of El Paso and its
consolidated subsidiaries for El Pasos most recently
completed fiscal quarter, prepared in accordance with generally
accepted accounting principles.
Debt
means any obligation created or assumed
by any person to repay money borrowed and any purchase money
obligation created or assumed by such person.
Funded debt
means all debt maturing one year
or more from the date of the creation thereof, all debt directly
or indirectly renewable or extendible, at the option of the
debtor, by its terms or by the terms of any instrument or
agreement relating thereto, to a date one year or more from the
date of the creation thereof, and all debt under a revolving
credit or similar agreement obligating the lender or lenders to
extend credit over a period of one year or more.
Lien
means any mortgage, pledge, security
interest, charge, lien or other encumbrance of any kind, whether
or not filed, recorded or perfected under applicable law.
Permitted liens
means (i) liens upon
rights-of-way for pipeline purposes; (ii) any governmental
lien, mechanics, materialmens, carriers or
similar lien incurred in the ordinary course of business which
is not yet due or which is being contested in good faith by
appropriate proceedings and any undetermined lien which is
incidental to construction; (iii) the right reserved to, or
vested in, any municipality or public authority by the terms of
any right, power, franchise, grant, license, permit or by any
provision of law, to purchase or recapture or to designate a
purchaser of, any property; (iv) liens of taxes and
assessments which are (a) for the then current year,
(b) not at the time delinquent, or (c) delinquent but
the validity of which is being contested at the time by
El Paso or any subsidiary in good faith; (v) liens of,
or to secure performance of, leases; (vi) any lien upon, or
deposits of, any assets in favor of any surety company or clerk
of court for the purpose of obtaining indemnity or stay of
judicial proceedings; (vii) any lien upon property or
assets acquired or sold by El Paso or any restricted
subsidiary resulting from the exercise of any rights arising out
of defaults on receivables; (viii) any lien incurred in the
ordinary course of business in connection with workmens
compensation, unemployment insurance, temporary disability,
social security, retiree health or similar laws or regulations
or to secure obligations imposed by statute or governmental
regulations; (ix) any lien upon any property or assets in
accordance with customary banking practice to secure any debt
incurred by El Paso or any restricted subsidiary in
connection with the exporting of goods to, or between, or the
marketing of goods in, or the importing of goods from, foreign
countries; or (x) any lien in favor of the U.S. or any
state thereof, or any other country, or any political
subdivision of any of the foregoing, to secure partial,
progress, advance, or other payments pursuant to any contract or
statute, or any lien securing industrial development, pollution
control, or similar revenue bonds.
Person
means any individual, corporation,
partnership, joint venture, limited liability company,
association, joint-stock company, trust, other entity,
unincorporated organization, or government or any agency or
political subdivision thereof.
Principal property
means (a) any
pipeline assets owned by El Paso or by any of
El Pasos subsidiaries, including any related
facilities employed in the transportation, distribution or
marketing of natural gas, that are located in the U.S. or
Canada, and (b) any processing or manufacturing plant owned
or leased by El Paso or
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any of El Pasos subsidiaries that is located within
the U.S. or Canada, except, in the case of either
clause (a) or (b), any such assets or plant which, in the
opinion El Pasos board of directors, is not material
in relation to the activities of El Paso and its
subsidiaries as a whole.
Restricted subsidiary
means any of
El Pasos subsidiaries owning or leasing any principal
property.
Sale-leaseback transaction
means the sale or
transfer by El Paso or any of El Pasos
restricted subsidiaries of any principal property to a person
(other than El Paso or a subsidiary) and the taking back by
El Paso or any of El Pasos restricted
subsidiaries, as the case may be, of a lease of such principal
property.
Provisions
Applicable Only to Subordinated Debt Securities
The subordinated debt securities will be unsecured. The
subordinated debt securities will be subordinate in right of
payment to all senior indebtedness.
In addition, claims of El Pasos subsidiaries
creditors and preferred stockholders generally will have
priority with respect to the assets and earnings of the
subsidiaries over the claims of El Pasos creditors,
including holders of the subordinated debt securities, even
though those obligations may not constitute senior indebtedness.
The subordinated debt securities, therefore, will be effectively
subordinated to creditors, including trade creditors, and
preferred stockholders of El Pasos subsidiaries.
The subordinated indenture defines senior
indebtedness to mean the principal of, premium, if any,
and interest on:
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all indebtedness for money borrowed by El Paso other than
the subordinated debt securities, unless the indebtedness is by
its terms expressly stated to be not superior in right of
payment, or to rank pari passu with, the subordinated debt
securities; and
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any deferrals, renewals or extensions of any senior indebtedness.
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However, the term senior indebtedness will not
include:
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any of El Pasos obligations to El Pasos
subsidiaries;
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any liability for Federal, state, local or other taxes owed or
owing by El Paso;
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any accounts payable or other liability to trade creditors,
arising in the ordinary course of business, including guarantees
of, or instruments evidencing, such liabilities;
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any indebtedness, guarantee or obligation of El Paso which is
expressly subordinate or junior in right of payment in any
respect to any other indebtedness, guarantee or obligation of
El Paso, including any senior subordinated indebtedness and
any subordinated obligations;
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any obligations with respect to any capital stock; or
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any indebtedness incurred in violation of the subordinated
indenture.
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There is no limitation on El Pasos ability to issue
additional senior indebtedness. The senior debt securities
constitute senior indebtedness under the subordinated indenture.
The subordinated debt securities will rank equally with
El Pasos other subordinated indebtedness.
Under the subordinated indenture, no payment may be made on the
subordinated debt securities and no purchase, redemption or
retirement of any subordinated debt securities may be made in
the event:
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any senior indebtedness is not paid when due; or
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any other default on senior indebtedness occurs and the maturity
of that senior indebtedness is accelerated in accordance with
its terms,
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unless, in either case, the default has been cured or waived and
the acceleration has been rescinded or that senior indebtedness
has been paid in full.
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El Paso may, however, pay the subordinated debt securities
without regard to the above restriction if the representatives
of the holders of the applicable senior indebtedness approve the
payment in writing to El Paso and the trustee.
If a default on senior indebtedness occurs that could result in
the acceleration of the maturity of that senior indebtedness
immediately without further notice (other than notice to effect
the acceleration) or the expiration of any grace periods, the
representatives of the holders of that senior indebtedness may
notify El Paso and the trustee in writing of the default
and specify an election to make a payment blockage. In this
event, El Paso may not pay the subordinated debt securities
for 179 days after receipt of that notice of such default
unless
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the person who gave such notice gives written notice to the
trustee and to El Paso terminating the period of
non-payment,
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the senior indebtedness is paid in full, or
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the default that caused such notice is no longer continuing.
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If the holders of senior indebtedness or their representatives
have not accelerated the maturity of the senior indebtedness at
the end of the 179 day period, El Paso may resume
payments on the subordinated debt securities. Not more than one
such notice may be given in any consecutive
360-day
period, irrespective of the number of defaults with respect to
senior indebtedness during that period.
In the event El Paso pays or distributes
El Pasos assets to creditors upon a total or partial
liquidation or dissolution of El Paso, or in bankruptcy,
reorganization, insolvency, receivership or similar proceedings
relating to El Paso or El Pasos property, the
holders of senior indebtedness will be entitled to receive
payment in full of the senior indebtedness before the holders of
subordinated debt securities are entitled to receive any payment
of principal of or interest on or other amounts payable with
respect to subordinated debt securities. Until the senior
indebtedness is paid in full, any payment or distribution to
which holders of subordinated debt securities would be entitled
but for the subordination provisions of the subordinated
indenture will be made to holders of the senior indebtedness,
except that holders of subordinated debt securities may receive
shares of stock and any debt securities that are subordinated to
at least the same extent as the subordinated debt securities and
do not provide for the payment of principal prior to the stated
maturity of all senior indebtedness.
If a distribution is made to holders of subordinated debt
securities that, due to the subordination provisions, should not
have been made to them, those holders of subordinated debt
securities are required to hold it in trust for the holders of
senior indebtedness, and pay it over to them as their interests
may appear.
If payment of the subordinated debt securities is accelerated
because of an event of default, either El Paso or the
trustee will promptly notify the holders of senior indebtedness
or their representatives of the acceleration. El Paso may
not pay the subordinated debt securities until five business
days after the holders of senior indebtedness or their
representatives receive notice of the acceleration. Thereafter,
El Paso may pay the subordinated debt securities only if
the subordination provisions of the subordinated indenture
otherwise permit payment at that time.
As a result of the subordination provisions contained in the
subordinated indenture, in the event of insolvency,
El Pasos creditors who are holders of senior
indebtedness may recover more, ratably, than the holders of
subordinated debt securities. In addition, El Pasos
creditors who are not holders of senior indebtedness may recover
less, ratably, than holders of senior indebtedness and may
recover more, ratably, than the holders of subordinated
indebtedness. It is important to keep this in mind if you decide
to hold El Pasos subordinated debt securities.
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DESCRIPTION
OF EL PASO CAPITAL STOCK
The statements under this caption are brief summaries and are
subject to, and are qualified in their entirety by reference to,
the more complete descriptions contained in
(1) El Pasos Second Amended and Restated
Certificate of Incorporation, which includes the Certificate of
Designations relating to El Pasos convertible
perpetual preferred stock (the charter ), copies of
which are available upon request to El Paso, and
(2) the certificate of designation relating to each series
of preferred stock, which will be filed with the SEC in
connection with an offering of such series of preferred stock.
Please read Where You Can Find More Information.
General
El Paso is currently authorized by El Pasos
charter to issue up to 1,500,000,000 shares of common stock
having a par value of $3.00 per share and up to
50,000,000 shares of preferred stock having a par value of
$0.01 per share. As of March 23, 2009, there were
698,625,911 shares of common stock and 750,000 shares
of 4.99% Convertible Perpetual Preferred Stock issued and
outstanding.
Common
Stock
El Paso is currently authorized by El Pasos
charter to issue up to 1,500,000,000 shares of common
stock. The holders of common stock are entitled to one vote for
each share held of record on all matters submitted to a vote of
stockholders. Holders of common stock do not have the right to
cumulate votes in the election of directors. Subject to
preferences that may be applicable to any outstanding preferred
stock, holders of common stock are entitled to receive ratably
dividends which are declared by El Pasos board of
directors out of funds legally available for such a purpose. In
the event of El Pasos liquidation, dissolution, or
winding up, holders of common stock are entitled to share
ratably in all assets remaining after payment of liabilities and
liquidation preference of any outstanding preferred stock.
Holders of common stock have no preemptive rights and have no
rights to convert their common stock into any other securities.
The common stock is not redeemable. All of the outstanding
shares of common stock are fully paid and nonassessable upon
issuance against full payment of the purchase price.
Preferred
Stock
El Pasos board of directors, without any further
action by El Pasos stockholders, is authorized to
issue up to 50,000,000 shares of preferred stock and to
divide the preferred stock into one or more series.
El Pasos board of directors will fix by resolution or
resolutions any of the designations, powers, preferences and
rights, and the qualifications, limitations, or restrictions of
the shares of each such series, including, but not limited to,
dividend rates, conversion rights, voting rights, terms of
redemption and liquidation preferences, and the number of shares
constituting each such series. The issuance of preferred stock
may have the effect of delaying, deterring or preventing a
change in control of El Paso. Preferred stock, upon
issuance against full payment of the purchase price therefore,
will be fully paid and nonassessable. The specific terms of a
particular series of preferred stock will be described in the
certificate of designation relating to that series. The
description of preferred stock set forth below does not purport
to be complete and is qualified in its entirety by reference to
the certificate of designation relating to the particular series
of preferred stock.
The designations, powers, preferences and rights, and the
qualifications, limitations, or restrictions, of preferred stock
of each series will be fixed by the certificate of designation
relating to such series. The certificate of designation relating
to each series will specify the terms of the preferred stock as
follows:
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the number of shares to constitute each series and the
distinctive designation of the series;
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the annual dividend rate, if any, on shares of each series,
whether such rate is fixed or variable or both, the date or
dates from which dividends will begin to accrue or accumulate
and whether dividends will be cumulative;
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the purchase price and terms and conditions of the shares of
each series, including the time during which shares of each
series may be redeemed and any accumulated dividends that the
holders of shares of each series shall be entitled to receive
upon the redemption of the shares;
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the liquidation preference, if any, and any accumulated
dividends thereon, that the holders of shares of each series
shall be entitled to receive upon the liquidation, dissolution
or winding up of the affairs of El Paso;
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whether or not the shares of each series will be subject to
operation of a retirement or sinking fund, and, if so, the
extent and manner in which any such fund shall be applied to the
purchase or redemption of the shares of such series for
retirement or for other corporate purposes and the terms and
provisions relating to the operation of such fund;
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the terms and conditions, if any, on which the shares of each
series shall be convertible into, or exchangeable for, debt
securities, shares of any other class or classes of
El Pasos capital stock, or any series of any other
class or classes, or of any other series of the same class,
including the price or prices or the rate or rates of conversion
or exchange and the method, if any, of adjusting the same;
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the voting rights, if any, on the shares of each series; and
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any or all other preferences and relative, participating,
operational, or other special rights, qualifications,
limitations, or restrictions on each series.
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As of the date of this prospectus, 750,000 shares of 4.99%
Convertible Perpetual Preferred Stock are outstanding. A summary
description of the 4.99% Convertible Perpetual Preferred
Stock is set forth below. You should refer to the full text of
the certificate of designation for a more complete description.
Convertible
Perpetual Preferred Stock
In April 2005, El Paso issued 750,000 shares of
convertible perpetual preferred stock. Cash dividends on the
preferred stock are paid quarterly at the rate of 4.99% per
year. The terms of El Pasos preferred stock prohibit
the payment of dividends on El Pasos common stock
unless El Paso has paid or set apart for payment all
accumulated and unpaid dividends on such preferred stock for all
preceding dividend periods.
Each share of the preferred stock is convertible at the
holders option, at any time, into 77.0598 shares of
El Pasos common stock as of March 23, 2009,
subject to adjustment under certain conditions. This conversion
rate represents an equivalent conversion price of approximately
$12.98 per share. This conversion rate is subject to adjustment
based on certain events which include, but are not limited to,
fundamental changes in El Pasos business such as
mergers or business combinations, as well as distributions of
El Pasos common stock or payments of dividends on
El Pasos common stock in excess of a specified
amount. El Paso will be able to cause the preferred stock
to be converted into common stock after five years if
El Pasos common stock is trading at a premium of 130%
to the conversion price.
The amount payable on shares of convertible perpetual preferred
stock in the event of a liquidation, dissolution or winding up
of the affairs of El Paso is $1,000 per share, together
with accrued and unpaid dividends to the date of payment. These
dividend and liquidation rights are senior to the dividend and
liquidation rights of the El Paso common stock.
Certain
Anti-Takeover Matters
General
El Pasos charter and by-laws contain the following
additional provisions, some of which are intended to enhance the
likelihood of continuity and stability in the composition of
El Pasos board of directors and in the policies
formulated by El Pasos board of directors. In
addition, some provisions of the Delaware General Corporation
Law, if applicable to us, may hinder or delay an attempted
takeover without prior approval of El Pasos board of
directors. Provisions of the Delaware General Corporation Law,
or the DGCL, and of El Pasos charter and by-laws
could discourage attempts to acquire us or remove incumbent
management even if some or a majority of El Pasos
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stockholders believe this action is in their best interest.
These provisions could, therefore, prevent stockholders from
receiving a premium over the market price for the shares of
common stock they hold.
Call
of Special Meetings
El Pasos by-laws provide that special meetings of
El Pasos stockholders may be called only by a
majority of the board of directors, the Chairman of the Board,
the Chief Executive Officer or, the President or, subject to
certain conditions, upon request of eligible stockholders who
own at least 25% of El Pasos outstanding common stock.
No
Cumulative Voting
The DGCL provides that stockholders are not entitled to the
right to cumulate votes in the election of directors unless
El Pasos charter provides otherwise.
El Pasos charter does not expressly provide for
cumulative voting. Under cumulative voting, a majority
stockholder holding a sufficient percentage of a class of shares
may be able to ensure the election of one or more directors.
Advanced
Notice Requirements for Stockholder Proposals and Director
Nominations
El Pasos by-laws provide that stockholders seeking to
bring business before or to nominate candidates for election as
directors at an annual meeting of stockholders must provide
timely notice of their proposal in writing to the corporate
secretary. To be timely, a stockholders notice must be
received by El Pasos corporate secretary at
El Pasos principal executive offices not earlier than
120 days nor later than 90 days prior to the first
anniversary of the preceding years annual meeting. If,
however, the date of the annual meeting is more than
30 days before or more than 60 days after such
anniversary date, notice by the stockholder in order to be
timely must be received by the secretary not earlier than
120 days prior to such annual meeting and not later than
90 days prior to such annual meeting, or if later, the
10th day following the day on which public announcement of
the date of such meeting is first made. El Pasos
by-laws also specify requirements as to the form and content of
a stockholders notice. These provisions may preclude
stockholders from bringing matters before an annual meeting of
stockholders or from making nominations for directors at an
annual meeting of stockholders or may discourage or defer a
potential acquirer from conducting a solicitation of proxies to
elect its own slate of directors or otherwise attempting to
obtain control of El Paso
No
Stockholder Action by Written Consent
El Pasos charter prohibits the taking of any action
by written stockholder consent in lieu of a meeting.
Section 203
of the DGCL
El Paso is a Delaware corporation subject to
Section 203 of the DGCL. Generally, Section 203
prohibits a publicly held Delaware corporation from engaging in
a business combination with an interested
stockholder for a period of three years after the date of
the transaction in which the person became an interested
stockholder, unless (1) prior to such date, either the
business combination or such transaction which resulted in the
stockholder becoming an interested stockholder is approved by
the board of directors of the corporation, (2) upon
consummation of the transaction which resulted in the
stockholder becoming an interested stockholder, the interested
stockholder owns at least 85% of the outstanding voting stock,
or (3) on or after such date, the business combination is
approved by the board of directors of the corporation and by the
affirmative vote at least 66 2/3% of the outstanding voting
stock that is not owned by the interested stockholder. A
business combination includes mergers, asset sales
and other transactions resulting in a financial benefit to the
interested stockholder. An interested stockholder is
a person who, together with affiliates and associates, owns, or,
within three years, did own, 15% or more of the
corporations outstanding voting stock.
Transfer
Agent and Registrar
Computershare Trust Company, N.A. is the transfer agent and
registrar for El Pasos common stock and
El Pasos 4.99% Convertible Perpetual Preferred Stock.
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DESCRIPTION
OF EL PASO PURCHASE CONTRACTS
El Paso may issue purchase contracts for the purchase or
sale of:
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debt or equity securities issued by El Paso or securities
of third parties, a basket of such securities, an index or
indices of such securities or any combination of the above as
specified in the applicable prospectus supplement;
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currencies; or
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commodities.
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Each purchase contract will entitle the holder thereof to
purchase or sell, and obligate El Paso to sell or purchase,
on specified dates, such securities, currencies or commodities
at a specified purchase price, which may be based on a formula,
all as set forth in the applicable prospectus supplement.
El Paso may, however, satisfy El Pasos
obligations, if any, with respect to any purchase contract by
delivering the cash value of such purchase contract or the cash
value of the property otherwise deliverable or, in the case of
purchase contracts on underlying currencies, by delivering the
underlying currencies, as set forth in the applicable prospectus
supplement. The applicable prospectus supplement will also
specify the methods by which the holders may purchase or sell
such securities, currencies or commodities and any acceleration,
cancellation or termination provisions or other provisions
relating to the settlement of a purchase contract.
The purchase contracts may require El Paso to make periodic
payments to the holders thereof or vice versa, which payments
may be deferred to the extent set forth in the applicable
prospectus supplement, and those payments may be unsecured or
prefunded on some basis. The purchase contracts may require the
holders thereof to secure their obligations in a specified
manner to be described in the applicable prospectus supplement.
Alternatively, purchase contracts may require holders to satisfy
their obligations thereunder when the purchase contracts are
issued. El Pasos obligation to settle such pre-paid
purchase contracts on the relevant settlement date may
constitute indebtedness. Accordingly, pre-paid purchase
contracts will be issued under one of the indentures.
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DESCRIPTION
OF EL PASO WARRANTS
El Paso may issue warrants to purchase debt or equity
securities or securities of third parties or other rights,
including rights to receive payment in cash or securities based
on the value, rate or price of one or more specified
commodities, currencies, securities or indices, or any
combination of the foregoing. Warrants may be issued
independently or together with any other securities and may be
attached to, or separate from, such securities. Each series of
warrants will be issued under a separate warrant agreement to be
entered into between El Paso and a warrant agent. The terms
of any warrants to be issued and a description of the material
provisions of the applicable warrant agreement will be set forth
in the applicable prospectus supplement.
The applicable prospectus supplement will describe the following
terms of any warrants in respect of which this prospectus is
being delivered:
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the title of such warrants;
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the aggregate number of such warrants;
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the price or prices at which such warrants will be issued;
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the currency or currencies, in which the price of such warrants
will be payable;
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the securities or other rights, including rights to receive
payment in cash or securities based on the value, rate or price
of one or more specified commodities, currencies, securities or
indices, or any combination of the foregoing, purchasable upon
exercise of such warrants;
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the price at which and the currency or currencies in which the
securities or other rights purchasable upon exercise of such
warrants may be purchased;
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the date on which the right to exercise such warrants shall
commence and the date on which such right shall expire;
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if applicable, the minimum or maximum amount of such warrants
which may be exercised at any one time;
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if applicable, the designation and terms of the securities with
which such warrants are issued and the number of such warrants
issued with each such security;
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if applicable, the date on and after which such warrants and the
related securities will be separately transferable;
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information with respect to book-entry procedures, if any;
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if applicable, a discussion of any material United States
Federal income tax considerations; and
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any other terms of such warrants, including terms, procedures
and limitations relating to the exchange and exercise of such
warrants.
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DESCRIPTION
OF EL PASO UNITS
As specified in the applicable prospectus supplement,
El Paso may issue units consisting of one or more purchase
contracts, warrants, debt securities, shares of preferred stock,
shares of common stock or any combination of such securities.
The applicable prospectus supplement will describe:
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the terms of the units and of any of the purchase contracts,
warrants, debt securities, preferred stock and common stock
comprising the units, including whether and under what
circumstances the securities comprising the units may be traded
separately;
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a description of the terms of any unit agreement governing the
units; and
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a description of the provisions for the payment, settlement,
transfer or exchange of the units.
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DESCRIPTION
OF CIG DEBT SECURITIES
The following description of the terms of the CIG debt
securities sets forth general terms that may apply to the CIG
debt securities. The particular terms of any CIG debt securities
will be described in the prospectus supplement relating to those
debt securities. The CIG debt securities will be CIG and
CIICs direct, unsecured and unsubordinated general
obligations.
CIG may issue debt securities in one or more series, and CIIC
may be a co-issuer of one or more series of debt securities.
CIIC was incorporated under the laws of the State of Delaware in
October 2007, is wholly-owned by CIG, and has no material assets
or any liabilities other than as a co-issuer of CIG debt
securities. Its activities are limited to co-issuing debt
securities and engaging in other activities incidental thereto.
The CIG debt securities will be issued under an indenture, dated
as of June 27, 1997, between CIG, CIIC and The Bank of New
York Mellon Trust Company, N.A. (formerly named The Bank of
New York Trust Company, N.A.), successor in interest to
Harris Trust and Savings Bank, as indenture trustee (the
CIG trustee) (as supplemented, the CIG
indenture).
CIG and CIIC have not restated the CIG indenture in its entirety
in this description. The CIG indenture is filed as an exhibit to
the registration statement of which this prospectus is a part.
Please read Where You Can Find More Information. You
are urged to read the CIG indenture, because it, and not this
description, controls your rights as holders of the CIG debt
securities. The following description of the CIG indenture is
not complete and is subject to, and qualified in its entirety by
reference to, all the provisions in the CIG indenture. Certain
capitalized terms used in this summary description are defined
below under Definitions.
General
The CIG debt securities will be CIG and CIICs direct,
unsecured obligations and will rank equally with all of CIG and
CIICs other senior and unsubordinated indebtedness.
A prospectus supplement and a supplemental indenture relating to
any series of CIG debt securities being offered will include
specific terms relating to the offered CIG debt securities.
These terms will include some or all of the following:
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the title of the CIG debt securities;
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any limit upon the aggregate principal amount of the CIG debt
securities which may be authenticated and delivered;
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the dates on which the principal of the CIG debt securities will
be payable and the terms on which any such maturity date may be
extended, and the rights, if any, of the CIG debt securities
holders to require payment of the CIG debt securities;
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the rate or rates at which the CIG debt securities shall bear
interest, if any (whether floating or fixed), the provisions, if
any, for determining such interest rate or rates and adjustments
thereto, the date or dates from which such interest shall
accrue, the provisions, if any, for determining such date or
dates, the interest payment dates therefor and the regular
record dates (if different from those provided in the CIG
indenture) for the determination of holders of CIG debt
securities to whom interest is payable and the basis upon which
interest, if any, shall be calculated if other than that of a
360-day
year
of twelve
30-day
months;
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the place or places where the principal of and interest on CIG
debt securities shall be payable (if other than as provided in
the CIG indenture), where CIG debt securities may be surrendered
for registration of transfer or exchange and where notices or
demands to or upon CIG in respect of CIG debt securities and the
CIG indenture may be served;
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the price or prices at which, the period or periods within which
and the terms and conditions upon which the CIG debt securities
may be redeemed, in whole or in part, at the option of CIG,
pursuant to a sinking fund or otherwise;
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the obligation, if any, of CIG to redeem, purchase or repay CIG
debt securities, in whole or in part, pursuant to a sinking fund
or otherwise or at the option of a holder thereof, and the price
or prices at which, the period or periods within which and the
terms and conditions upon which such redemption, purchase or
repayment shall be made;
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any deletions from, modifications of or additions to the Events
of Default (defined below) or the covenants or obligations
provided for in the CIG indenture;
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if less than 100% of the principal amount of the CIG debt
securities is payable on acceleration, a schedule of or the
manner of computing the amounts which are so payable from time
to time;
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the form of the CIG debt securities (which may be, but which
need not be, consistent with the form set forth in the CIG
indenture), including whether the CIG debt securities shall be
issued in whole or in part in the form of one or more global
securities and, in such case, the depository with respect to
such global security or securities and the circumstances under
which any global security may be registered for transfer or
exchange, or authenticated and delivered, in the name of a
person other than such depository or its nominee, if other than
as set forth in the CIG indenture;
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if other than United States dollars, the currency(ies) in which
payment of the principal of or interest, if any, on the CIG debt
securities shall be payable;
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if the principal of or interest, if any, on CIG debt securities
is to be payable, at the election of CIG or a holder thereof, in
a currency or currencies other than that in which the CIG debt
securities are stated to be payable, the period or periods
within which, and the terms and conditions upon which, such
election may be made;
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if the amount of payments of principal of or interest, if any,
on the CIG debt securities may be determined with reference to
an index based on a currency or currencies other than that in
which the CIG debt securities are stated to be payable, the
manner in which such amounts shall be determined;
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whether and under what circumstances CIG will pay any additional
amounts on the CIG debt securities in respect of any tax,
assessment or governmental charge and, if so, whether CIG will
have the option to redeem the CIG debt securities in lieu of
making such payment;
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any provision relating to the issuing of the CIG debt securities
as original issue discount securities (including, without
limitation, the issue price thereof, the rate or rates at which
such original issue discount shall accrue, if any, and the date
or dates from or to which, or period or periods during which,
such original issue discount shall accrue at such rate or rates);
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if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which CIG debt securities shall be
issued; and
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any other terms of the CIG debt securities.
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The CIG indenture does not limit the amount of CIG debt
securities that may be issued thereunder. The CIG indenture
allows CIG debt securities to be issued from time to time in one
or more series up to the principal amount that CIG may authorize
and may be in any currency or currency unit CIG designates.
CIG debt securities of a series may be issued in registered form
without coupons.
Denominations
The prospectus supplement for each issuance of CIG debt
securities will state whether the securities will be issued in
registered form of $1,000 each or multiples of $1,000.
21
Consolidation,
Merger or Sale
Under the CIG indenture, CIG may not consolidate with or merge
with or into any other person or transfer all or substantially
all of CIGs properties and assets as an entirety to any
person, unless:
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either CIG is the continuing person, or the person (if other
than CIG) formed by such consolidation or into which CIG is
merged or to which all or substantially all of CIGs
properties and assets as an entirety are transferred is a
corporation organized and existing under the laws of the United
States or any state thereof or the District of Columbia and
expressly assumes, by a supplemental indenture, executed and
delivered to the CIG trustee, in form satisfactory to the CIG
trustee, all of CIGs obligations under each series of CIG
debt securities and the CIG indenture;
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immediately before and immediately after giving effect to such
transaction, no Event of Default (defined below) and no event
which, after notice or passage of time or both, would become an
Event of Default, shall have occurred and be continuing; and
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CIG has delivered to the CIG trustee an officers
certificate and an opinion of counsel, each stating that such
consolidation, merger or transfer and such supplemental
indenture comply with this covenant and that all conditions
precedent in the CIG indenture relating to such transactions
have been complied with.
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Notwithstanding the foregoing, any Subsidiary may consolidate
with, merge with or into or transfer all or part of its
properties and assets to, CIG or any other Subsidiary or
Subsidiaries.
Modification
of CIG Indenture
Without the consent of any holder, CIG and the CIG trustee may
amend or supplement the CIG indenture to:
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cure any ambiguity, omission, defect or inconsistency;
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comply with the CIG indenture in the case of the merger,
consolidation or sale or other disposition of all or
substantially all of CIGs assets;
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provide for uncertificated CIG debt securities in addition to or
in place of certificated CIG debt securities;
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secure CIG debt securities pursuant to the requirements under
the CIG indenture;
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make any change that does not adversely affect the rights of any
holder of CIG debt securities in any material respect;
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provide for the issuance and the terms of any particular series
of CIG debt securities;
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provide for a separate trustee for additional series of CIG debt
securities; and
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add a corporate co-issuer party to the CIG Indenture and each
series of CIG debt securities.
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CIG and the CIG trustee may amend or supplement the CIG
indenture or the CIG debt securities with the written consent of
the holders of at least a majority in principal amount of all
series of CIG debt securities affected thereby (voting as a
single class). These changes must comply with the
Trust Indenture Act of 1939. In addition, notwithstanding
the above, without the consent of each holder of CIG debt
securities affected, CIG may not:
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reduce the percentage of principal amount of outstanding CIG
debt securities of any series whose holders must consent to an
amendment, supplement or waiver;
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reduce the rate of or change the time for payment of interest,
on any outstanding CIG debt securities;
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reduce the principal of or change the fixed maturity of any
outstanding CIG debt securities or alter the premium payable
upon its redemption;
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make any outstanding CIG debt securities payable in money other
than that stated in the CIG debt securities;
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impair the right of any holder to receive payment of principal
of and interest on any outstanding CIG debt securities or
institute suit for the enforcement of any such payment;
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make any change in the percentage of principal amount of CIG
debt securities necessary to waive compliance with certain
provisions of the CIG indenture; or
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waive a continuing default in the payment of principal of or
interest on the outstanding CIG debt securities.
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Holders of not less than a majority in principal amount of the
outstanding CIG debt securities of all series affected thereby
(voting as a single class) may waive certain past defaults and
may waive compliance by CIG with any provision of the CIG
indenture relating to such CIG debt securities (subject to the
immediately preceding sentence); provided, that only the holders
of a majority in principal amount of CIG debt securities of a
particular series may waive compliance with a provision of the
CIG indenture or the CIG debt securities of such series having
applicability solely to such series.
Events of
Default
Each of the following constitutes an Event of
Default with respect to the CIG debt securities:
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default in payment of the principal of the CIG debt securities
when due at maturity or otherwise;
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default for 30 days in the payment when due of interest on
the CIG debt securities;
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failure for 60 days after receipt of notice from the CIG
trustee or the holders to comply with any other term, covenant
or warranty in the CIG indenture or the CIG debt securities;
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certain specified events of bankruptcy, insolvency or
reorganization with respect to CIG;
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If an Event of Default (other than an Event of Default resulting
from bankruptcy, insolvency or reorganization) occurs and is
continuing, the CIG trustee or the holders of at least 25% in
aggregate principal amount of the affected CIG debt securities
then outstanding, by written notice to CIG (and to the CIG
trustee if such notice is given by the holders) may, and the CIG
trustee at the request of such holders shall, declare the entire
principal of and accrued and unpaid interest, if any, on the CIG
debt securities to be immediately due and payable. The CIG
indenture provides that if an Event of Default resulting from
certain events of bankruptcy, insolvency or reorganization
occurs, the entire principal of and accrued and unpaid interest,
if any, on the CIG debt securities will be immediately due and
payable without any declaration or other act on the part of the
CIG trustee or the holders of any CIG debt securities. However,
the effect of such provision may be limited by applicable law.
Acceleration of the CIG debt securities may be annulled and past
defaults (except, unless theretofore cured, a default in payment
of principal of or interest on the CIG debt securities) may be
waived by the holders of a majority in principal amount of the
CIG debt securities then outstanding upon the conditions
provided in the CIG indenture.
Covenants
Under the CIG indenture, CIG will:
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pay the principal of, and interest and any premium on, the CIG
debt securities when due;
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maintain an office or agency where CIG debt securities may be
surrendered for registration of transfer or exchange or for
presentation for payment;
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preserve and keep in full force and effect its legal existence
and the rights (charter and statutory) and material franchises
of CIG;
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not adopt a plan of liquidation which provides for, contemplates
or the effectuation of which is preceded by (i) the sale,
lease, conveyance or other disposition of all or substantially
all of the assets of CIG otherwise than substantially as an
entirety pursuant to Article 5 of the CIG indenture and
(ii) the distribution of all or substantially all of the
proceeds of such sale, lease, conveyance or other disposition
and of the remaining assets of CIG to the holders of capital
stock of CIG, unless CIG shall in connection with the adoption
of such plan make provisions for, or agree that prior to making
any
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liquidating distributions it will make provisions for, the
satisfaction of the CIGs obligations under the CIG
indenture and under the CIG debt securities as to the payment of
principal and interest;
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deliver a report to the CIG trustee at the end of each fiscal
quarter reviewing CIGs obligations under the indenture and
file with the CIG trustee copies of annual, quarterly and other
reports and information which CIG is required to file with the
SEC pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended; and
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deposit sufficient funds with any paying agent on or before the
due date for any principal, interest or premium.
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Limitation on Liens.
CIG will not incur,
create, assume or otherwise become liable with respect to any
CIG Indebtedness secured by a lien, or guarantee any CIG
Indebtedness with a guarantee which is secured by a lien, on any
Principal Domestic Property of CIG or any shares of stock or CIG
Indebtedness of any Significant Subsidiary, without effectively
providing that the CIG debt securities (together with, if CIG
shall so determine, any other CIG Indebtedness then existing or
thereafter created ranking equally with the CIG debt securities)
shall be secured equally and ratably with (or, at CIGs
option, prior to) such CIG secured indebtedness, so long as such
CIG secured indebtedness shall be so secured; provided, however,
that this covenant will not apply to CIG Indebtedness secured by:
(a) Liens existing on the date of the CIG indenture;
(b) Liens in favor of governmental bodies to secure
progress, advance or other payments;
(c) Liens existing on property, shares of stock or CIG
Indebtedness at the time of acquisition thereof (including
acquisition through lease, merger or consolidation) or liens to
secure the payment of all or any part of the purchase price
thereof or the cost of construction, installation, renovation,
improvement or development thereon or thereof or to secure any
CIG Indebtedness incurred prior to, at the time of, or within
360 days after the later of the acquisition, completion of
such construction, installation, renovation, improvement or
development or the commencement of full operation of such
property or within 360 days after the acquisition of such
shares or CIG Indebtedness for the purpose of financing all or
any part of the purchase price thereof;
(d) Liens securing CIG Indebtedness in an aggregate amount
which, at the time of incurrence and together with all
outstanding Attributable Debt in respect of Sale and Leaseback
Transactions permitted by clause (y) in the
Limitation on Sale-Leaseback Transactions covenant,
does not exceed ten percent of the Consolidated Net Tangible
Assets of CIG;
(e) Liens securing CIG Indebtedness other than Funded
Debt; and
(f) Any extension, renewal or replacement (or successive
extensions, renewals or replacements), as a whole or in part, of
any liens referred to in the foregoing clauses (a) through
(e) inclusive; provided that such extension, renewal or
replacement of such lien is limited to all or any part of the
same property, shares of stock or CIG Indebtedness that secured
the lien extended, renewed or replaced (plus improvements on
such property), and that such secured indebtedness at such time
is not increased.
Limitation on Sale-Leaseback Transactions.
CIG
will not sell or transfer any of CIGs Principal Domestic
Property, with CIG taking back a lease of such Principal
Domestic Property of CIG (a Sale and Leaseback
Transaction), unless:
(1) such Principal Domestic Property of CIG is sold within
360 days from the date of acquisition of such Principal
Domestic Property of CIG or the date of the completion of
construction or commencement of full operations of such
Principal Domestic Property of CIG, whichever is later, or
(2) CIG, within 120 days after such sale, applies or
causes to be applied to the retirement of Funded Debt of CIG or
any CIG Subsidiary (other than Funded Debt of CIG which by its
terms or the terms of the instrument pursuant to which it was
issued is subordinate in right of payment to the CIG debt
securities) an amount not less than the greater of (A) the
net proceeds of the sale of such Principal Domestic Property of
CIG or (B) the fair value (as determined in any manner
approved by the CIG Board of Directors) of such Principal
Domestic Property of CIG.
24
The provisions of this covenant shall not prevent a Sale and
Leaseback Transaction (x) if the lease entered into by CIG
in connection therewith is for a period, including renewals, of
not more than 36 months or (y) if CIG would, at the
time of entering into such Sale and Leaseback Transaction, be
entitled, without equally and ratably securing the CIG debt
securities, to create or assume a lien on such Principal
Domestic Property of CIG securing CIG indebtedness in an amount
at least equal to the Attributable Debt in respect of such Sale
and Leaseback Transaction pursuant to clause (d) above in
the
Limitation on Liens
covenant.
Discharge
and Defeasance
CIG may terminate its obligations under the CIG debt securities
and the CIG indenture, at any time, (a) by delivering all
outstanding CIG debt securities to the CIG trustee for
cancellation and paying any other sums payable by us under such
CIG debt securities and the CIG indenture with respect to the
CIG debt securities, or (b) after giving notice to the CIG
trustee of CIGs intention to defease all of the CIG debt
securities by irrevocably depositing with the CIG trustee or a
paying agent (other than CIG or a CIG Subsidiary) (1) in
the case of any CIG debt securities denominated in
U.S. dollars, cash or U.S. Government Obligations
sufficient to pay all principal of and interest on such CIG debt
securities and (2) in the case of any CIG debt securities
denominated in any currency other than U.S. dollars, an
amount of the Required Currency (as defined in the CIG
indenture) sufficient to pay all principal of and interest on
such CIG debt securities; provided that if such irrevocable
deposit pursuant to (b) above is made on or prior to one
year from the Stated Maturity for payment of principal of such
CIG debt securities, CIG shall have delivered to the CIG trustee
either an opinion of counsel with no material qualifications or
a favorable ruling of the Internal Revenue Service, in either
case to the effect that holders of the CIG debt securities
(1) will not recognize income, gain or loss for Federal
income tax purposes as a result of such deposit (and the
defeasance contemplated in connection therewith) and
(2) will be subject to Federal income tax on the same
amounts and in the same manner and at the same time as would
have been the case if such deposit and defeasance had not
occurred.
Methods
of Receiving Payments on the CIG Debt Securities
CIG will make payments on the CIG debt securities at the office
or agency of the paying agent and registrar within the City and
State of New York, unless CIG elects to make interest payments
by check mailed to you at your addresses set forth in the
register of holders. The CIG trustee will initially act as
paying agent and registrar. CIG may change the paying agent or
registrar without prior notice to you, and CIG may act as paying
agent or registrar. However, CIG will at all times, maintain an
office or agency in The City of New York where the CIG debt
securities may be presented for payment and where CIG will be
required to make such payment in the event of such presentation.
Global
Securities
CIG may issue one or more series of CIG debt securities as
permanent global debt securities deposited with a depositary.
See Description of El Paso Debt Securities Global
Securities.
Definitions
The following are definitions of certain terms used in this
summary description of the CIG debt securities:
Attributable Debt
means, with respect to any
Sale and Leaseback Transaction as of any particular time, the
present value (discounted at the rate of interest implicit in
the terms of the lease) of the obligations of the lessee under
such lease for net rental payments during the remaining term of
the lease (including any period for which such lease has been
extended or may, at the option of CIG be extended).
CIG Indebtedness
means (1) any liability
of any person (a) for borrowed money, (b) evidenced by
a note, debenture or similar instrument (including a purchase
money obligation) given in connection with the acquisition of
any property or assets (other than inventory or similar property
acquired in the ordinary course of business), including
securities, or (c) for the payment of money relating to a
Capitalized Lease Obligation (as defined in the CIG indenture);
(2) any guarantee by any person of any liability of others
described in the preceding clause (1); and (3) any
amendment, renewal, extension or refunding of any liability of
the types referred to in clauses (1) and (2) above.
25
Consolidated Net Tangible Assets
will mean
the total assets appearing on a consolidated balance sheet of
CIG and its Subsidiaries, less, without duplication,
(1) current liabilities; (2) reserves for estimated
rate refunds pending the outcome of a rate proceeding to the
extent such refunds have not been finally determined;
(3) all intangible assets; and (4) deferred income tax
assets.
Funded Debt
will mean all Indebtedness
maturing one year or more from the date of the creation thereof,
all Indebtedness directly or indirectly renewable or extendible,
at the option of the debtor, by its terms or by the terms of any
instrument or agreement relating thereto, to a date one year or
more from the date of the creation thereof, and all Indebtedness
under a revolving credit or similar agreement obligating the
lender or lenders to extend credit over a period of one year or
more, even though such Indebtedness may also conform to the
definition of Short-Term Borrowing (as defined in the CIG
Indenture).
Principal Domestic Property of CIG
will mean
any property, plant, equipment or facility of CIG which is
located in the United States or any territory or political
subdivision thereof, except any property which the Board of
Directors or management of CIG shall determine to be not
material to the business or operations of CIG and its
subsidiaries, taken as a whole.
Significant Subsidiary
will mean a CIG
Subsidiary, including its Subsidiaries, which meets any of the
following conditions:
(a) CIGs and its other Subsidiaries investments
in and advances to the Subsidiary exceed 10 percent of the
total assets of CIG and its Subsidiaries consolidated as of the
end of any two of the three most a recently completed fiscal
years;
(b) CIGs and its other Subsidiaries
proportionate share of the total assets of the Subsidiary
exceeds 10 percent of the total assets of CIG and its
Subsidiaries consolidated as of the end of any two of the three
most recently completed fiscal years; or
(c) CIGs and its other Subsidiaries equity in
the income from continuing operations before income taxes,
extraordinary items and cumulative effect of a change in
accounting principles of the Subsidiary exceeds 10 percent
of such income of CIG and its Subsidiaries consolidated as of
the end of any two of the three most recently completed fiscal
years.
Stated Maturity
when used with respect to any
security or any installment of interest thereon means the date
specified in such security as the fixed date on which the
principal of such security or such installment of interest is
due and payable.
Subsidiary
will mean (1) a corporation a
majority of whose capital stock with voting power, under
ordinary circumstances, to elect directors is at the time,
directly or indirectly, owned by CIG, by CIG and a Subsidiary
(or Subsidiaries) of CIG or by a Subsidiary (or Subsidiaries) of
CIG; or (2) any person (other than a corporation) in which
CIG, a Subsidiary (or Subsidiaries) of CIG or CIG and a
Subsidiary (or Subsidiaries) of CIG, directly or indirectly, at
the date of determination thereof has at least majority
ownership interest; provided that no corporation shall be deemed
a Subsidiary until CIG, a Subsidiary (or Subsidiaries) of CIG or
CIG and a Subsidiary (or Subsidiaries) of CIG acquires more than
50% of the outstanding voting stock thereof and has elected a
majority of its board of directors.
No
Personal Liability of Partners, Officers, Directors, Employees
or Stockholders
No general partner of CIG shall be liable for any of the
obligations of CIG or CIIC under the CIG indenture or the CIG
debt securities. No director, officer, employee, stockholder,
member, manager, limited partner or other holder of the equity
securities, as such, of CIG, CIIC, any general partner of CIG or
any affiliates of any such person will have any personal
liability in respect of CIGs or CIICs obligations
under the CIG indenture or the CIG debt securities by reason of
his, her or its status as such.
Governing
Law
The CIG indenture provides that the CIG indenture and the CIG
debt securities will be governed by the law of the State of New
York without regard to principles of conflicts of law.
26
DESCRIPTION
OF EPNG DEBT SECURITIES
The following description of the terms of the EPNG debt
securities sets forth general terms that may apply to the EPNG
debt securities. The particular terms of any EPNG debt
securities will be described in the prospectus supplement
relating to those debt securities. The EPNG debt securities will
be EPNGs direct, unsecured and unsubordinated general
obligations.
The EPNG debt securities will be issued under an indenture,
dated as of November 13, 1996, between EPNG and Wilmington
Trust Company, as successor in interest to JPMorgan Chase
Bank (formerly known as The Chase Manhattan Bank), as indenture
trustee (EPNG trustee) (as so supplemented, the
EPNG indenture).
EPNG has not restated the EPNG indenture in its entirety in this
description. The EPNG indenture is filed as an exhibit to the
registration statement of which this prospectus is a part.
Please read Where You Can Find More Information. You
are urged to read the EPNG indenture, because it, and not this
description, controls your rights as holders of the EPNG debt
securities. The following description of the EPNG indenture is
not complete and is subject to, and qualified in its entirety by
reference to, all the provisions in the EPNG indenture. Certain
capitalized terms used in this summary description are defined
below under Definitions.
General
The EPNG debt securities will be EPNGs direct, unsecured
obligations and will rank equally with all of EPNGs other
senior and unsubordinated debt.
A prospectus supplement and a supplemental indenture relating to
any series of EPNG debt securities being offered will include
specific terms relating to the offered EPNG debt securities.
These terms will include some or all of the following:
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the title of EPNG debt securities;
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any limit upon the aggregate principal amount of the EPNG debt
securities which may be authenticated and delivered under the
EPNG indenture;
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the person to whom any interest on the EPNG debt securities
shall be payable, if other than the person in whose name that
EPNG debt securities (or one or more predecessor securities) is
registered at the close of business on the regular record date
for such interest;
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the date or dates on which the principal of the EPNG debt
securities is payable or the method of determination thereof;
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the rate or rates at which the EPNG debt securities shall bear
interest, if any, or the method of determination thereof, the
date or dates from which such interest shall accrue, or the
method of determination thereof, the interest payment dates on
which any such interest shall be payable and the regular record
date for any interest payable on any interest payment date;
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the place or places where, subject to the EPNG indenture, the
principal of and any premium and interest on EPNG debt
securities shall be payable, EPNG debt securities may be
surrendered for registration of transfer, EPNG debt securities
may be surrendered for exchange and notices, and demands to or
upon EPNG in respect of the EPNG debt securities and the EPNG
indenture may be served;
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the period or periods within which, the price or prices at which
and the terms and conditions upon which EPNG debt securities may
be redeemed, in whole or in part, at the option of EPNG;
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the obligation, if any, of EPNG to redeem or purchase EPNG debt
securities pursuant to any sinking fund or analogous provisions
or upon the happening of a specified event or at the option of a
holder thereof and the period or periods within which, the price
or prices at which and the terms and conditions upon which EPNG
debt securities shall be redeemed or purchased, in whole or in
part, pursuant to such obligation;
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if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which EPNG debt securities shall
be issuable;
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whether payment of principal of and premium, if any, and
interest, if any, on the EPNG debt securities shall be without
deduction for taxes, assessments or governmental charges paid by
holders of the series;
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the currency, currencies or currency units in which payment of
the principal of and any premium and interest on any EPNG debt
securities shall be payable if other than the currency of the
United States of America and the manner of determining the
equivalent thereof in the currency of the United States of
America;
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if the amount of payments of principal of or any premium or
interest on any EPNG debt securities may be determined with
reference to an index, the manner in which such amounts shall be
determined;
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if the principal of or any premium or interest on any EPNG debt
securities is to be payable, at the election of the EPNG or a
holder thereof, in one or more currencies or currency units
other than that or those in which the EPNG debt securities are
stated to be payable, the currency, currencies or currency units
in which payment of the principal of and any premium and
interest on EPNG debt securities as to which such election is
made shall be payable, and the periods within which and the
terms and conditions upon which such election is to be made;
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if other than the principal amount thereof, the portion of the
principal amount of EPNG debt securities which shall be payable
upon declaration of acceleration of the maturity thereof
pursuant to the EPNG indenture or the method of determination
thereof;
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if and as applicable, that the EPNG debt securities shall be
issuable in whole or in part in the form of one or more global
securities and, in such case, the depositary or depositaries for
such global security or global securities and any circumstances
other than those set forth in the EPNG indenture in which any
such global security may be transferred to, and registered and
exchanged for securities registered in the name of, a person
other than the depositary for such global security or a nominee
thereof and in which any such transfer may be registered;
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any deletions from, modifications of or additions to the Events
of Default (described below) or the covenants of EPNG set forth
in the EPNG indenture pertaining to the EPNG debt securities;
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the means of defeasance or covenant defeasance as may be
specified for the EPNG debt securities;
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if other than the EPNG trustee, the identity of the security
registrar and any paying agent; and
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any other terms of the EPNG debt securities.
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The EPNG indenture does not limit the amount of EPNG debt
securities that may be issued. The EPNG indenture allows EPNG
debt securities to be issued up to the principal amount that
EPNG may authorize and may be in any currency or currency unit
EPNG designates.
EPNG debt securities of a series shall be issued in registered
form without coupons.
Denominations
The prospectus supplement for each issuance of EPNG debt
securities will state whether the securities will be issued in
registered form of $1,000 each or integral multiples of $1,000.
Consolidation,
Merger or Sale
Under the EPNG indenture, EPNG may not consolidate with or merge
into any other person or entity or sell, lease or transfer all
or substantially all of EPNGs properties and assets to any
other person or entity unless:
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in the case of a merger, EPNG is the surviving entity, or the
entity formed by the consolidation or into which EPNG is merged
expressly assumes, by execution and delivery to the EPNG trustee
of a supplemental indenture, the due and punctual payment of the
principal, any premium and interest on the debt securities and
the performance of every covenant and condition in the EPNG
indenture;
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in the case of the sale, lease or transfer of all or
substantially all of EPNGs properties and assets, the
person or entity which acquires EPNGs properties and
assets expressly assumes, by execution and
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delivery to the EPNG trustee of a supplemental indenture, the
due and punctual payment of the principal, any premium and
interest on the debt securities and the performance of every
covenant and condition in the indenture;
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immediately after giving effect to the transaction, no default
or event of default under the EPNG indenture exists; and
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EPNG has delivered to the EPNG trustee an officers
certificate and an opinion of counsel each stating that the
consolidation, merger, sale, transfer or lease and the
supplemental indenture required in connection with the
transaction comply with the terms of the EPNG indenture and that
EPNG has complied with all conditions precedent.
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After any consolidation or merger or any sale, lease or transfer
of EPNGs properties and assets, the successor person or
entity formed by such consolidation or into which EPNG is merged
or to which such sale, lease or transfer is made shall succeed
to and be substituted for EPNG under the EPNG indenture as if
the successor person or entity had been originally named in the
EPNG indenture and may exercise every one of EPNGs rights
and powers under the EPNG indenture. Thereafter, except in the
case of a lease, EPNG shall be relieved of all obligations and
covenants under the EPNG indenture and the EPNG debt securities.
Modification
of Indenture
At any time and without the consent of the holders of the EPNG
debt securities, EPNG and the EPNG trustee may modify the EPNG
indenture and enter into one or more supplemental indentures for
any of the following purposes:
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to secure the EPNG debt securities;
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to evidence the succession of another person or entity under the
EPNG indenture and the assumption by the succeeding person or
entity of EPNGs covenants and EPNGs debt securities;
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to add to EPNGs covenants or events of default for the
benefit of the holders of the EPNG debt securities or to
surrender any of EPNGs rights and powers under the EPNG
indenture;
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to add to, change or eliminate any of the provisions of the EPNG
indenture provided there is no outstanding security entitled to
the benefit of such provision;
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to establish the general forms and terms of securities of any
series as permitted under the EPNG indenture;
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to cure any ambiguity, to correct or supplement any provision
which may be inconsistent with any other provision; to comply
with any applicable mandatory provisions of law, provided that
any such actions shall not materially adversely affect the
interest of the holders of the EPNG debt securities;
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to evidence and provide for the acceptance of the appointment of
a successor trustee and to add to or change any provisions
necessary to provide for or facilitate the administration of the
trusts by more than one trustee; and
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to modify, eliminate or add to the provisions of the EPNG
indenture to the extent necessary to comply with the
Trust Indenture Act.
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With the consent of the holders of a majority in aggregate
principal amount of the outstanding EPNG debt securities, EPNG
and the EPNG trustee may add, change or eliminate any provision
of the EPNG indenture or modify in any manner the rights of the
holders of the EPNG debt securities; provided, however, EPNG and
the EPNG trustee may not, without the consent of each holder of
the EPNG debt securities:
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change the stated maturity of the principal of, or any
installment of principal or interest on, the EPNG debt
securities, or reduce the principal amount of, the premium on or
the rate of interest on the EPNG debt securities;
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reduce the percentage in principal amount of the EPNG debt
securities required to consent to any supplemental indenture or
waive compliance with the EPNG indenture or waive defaults under
it;
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change EPNGs obligation to maintain an office or agency as
specified in the EPNG indenture; or
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modify any provisions of the EPNG indenture governing
modifications, waiver of past defaults and waiver of certain
covenants, except to increase any percentages required under
such provisions or to provide that other provisions of the EPNG
indenture cannot be modified without the consent of each holder
of the EPNG debt securities.
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Events of
Default
Event of default when used in the EPNG indenture,
means any of the following with respect to the EPNG debt
securities:
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failure to pay the principal of or any premium on any EPNG debt
security when due;
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failure to pay interest on any EPNG debt security for
30 days;
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failure to perform any other covenant in the EPNG indenture that
continues for 60 days after being given written notice;
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if EPNG commences a voluntary case in bankruptcy, consent to the
entry of any order of relief against EPNG in an involuntary
bankruptcy case, consent to the appointment of a custodian over
EPNG or all or substantially all of EPNGs assets or make a
general assignment for the benefit of creditors; or
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if a court of competent jurisdiction enters a bankruptcy order
either for relief against EPNG in an involuntary case, or
appointing a custodian over EPNG or all or substantially all of
EPNGs assets, or ordering EPNGs liquidation; and the
order or decree remains unstayed and in effect for 90 days.
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An event of default for one series of the EPNG debt securities
does not necessarily constitute an event of default for any
other series of EPNG debt securities issued under the EPNG
indenture. The EPNG trustee may withhold notice to the holders
of the EPNG debt securities of any default, except in the
payment of principal or interest, if it considers such
withholding of notice to be in the best interests of the holders.
If an event of default for any series of the EPNG debt
securities occurs and continues, the EPNG trustee or the holders
of at least 25% in the aggregate principal amount of the EPNG
debt securities of the series may declare the entire principal
of the EPNG debt securities to be due and payable immediately.
If this happens, subject to certain conditions, the holders of a
majority of the aggregate principal amount of the EPNG debt
securities can void the declaration.
Other than its duties in the case of a default, the EPNG trustee
is not obligated to exercise any of its rights or powers under
the EPNG indenture at the request, order or direction of any
holders, unless the holders offer the EPNG trustee reasonable
indemnity. If they provide this reasonable indemnification, the
holders of a majority in principal amount of the EPNG debt
securities may direct the time, method and place of conducting
any proceeding or any remedy available to the EPNG trustee, or
exercising any power conferred upon the EPNG trustee, for any
series of the EPNG debt securities.
Covenants
Under the EPNG indenture, EPNG will:
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pay the principal of, and interest and any premium on, the EPNG
debt securities when due;
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maintain a place of payment;
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deliver a report to the EPNG trustee at the end of each fiscal
year reviewing EPNGs obligations under the EPNG
indenture; and
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deposit sufficient funds with any paying agent on or before the
due date for any principal, interest or premium.
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Limitation on Liens.
The EPNG indenture
provides that EPNG will not, nor will EPNG permit any of
EPNGs restricted subsidiaries to, create, assume, incur or
suffer to exist any lien upon any principal property,
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whether owned or leased on the date of the EPNG indenture or
thereafter acquired, to secure any of EPNGs debt or of any
other person (other than the EPNG senior debt securities issued
under the EPNG indenture), without causing all of the EPNG
senior debt securities outstanding under the EPNG indenture to
be secured equally and ratably with, or prior to, the new debt
so long as the new debt is so secured. This restriction does not
prohibit EPNG from creating the following:
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liens existing on the date of the EPNG indenture or created
under an after-acquired property clause;
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purchase price liens created within one year after purchase;
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liens already existing on newly acquired property or assets;
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liens already existing on the property or assets of a new
restricted subsidiary;
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liens already on property or assets when acquired by EPNG or a
restricted subsidiary, or when EPNG or a restricted subsidiary
acquires the owner of the property or asset;
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liens securing construction or improvement incurred prior to or
up to one year after completion;
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liens on oil, gas, mineral and processing and other plant
properties to secure costs associated with the properties and
their exploration, development, maintenance or operation;
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liens connected with EPNGs conveyance (including
conveyances by EPNGs restricted subsidiaries) of a
production payment relating to oil, gas, natural gas or other
natural resources;
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liens in favor of EPNG or EPNGs restricted subsidiaries;
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liens connected to the issuance of a tax-exempt debt to acquire
or construct property or assets;
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liens of a foreign restricted subsidiary to secure its debt;
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permitted liens (as defined below);
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liens upon additions, improvements, replacements, repairs,
fixtures, appurtenances or component parts attaching to or
required to be attached to property or assets under the terms of
any mortgage, pledge agreement, security agreement or other
similar instrument, creating a lien upon such property or assets
permitted above; or
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any extension, renewal, refinancing, refunding or replacement
(or successive extensions, renewals, refinancing, refundings or
replacements) of any lien, in whole or in part, that is referred
to above, or of any debt which it secures; provided, that the
principal amount of the debt secured shall not exceed the
greater of the principal amount of debt secured at the time of
such extension, renewal, refinancing, refunding or replacement
and the original principal amount of debt secured (plus in each
case the aggregate amount of premiums, other payments, costs and
expenses required to be paid or incurred in connection with such
extension, renewal, refinancing, refunding or replacement); and
further provided, that such extension, renewal, refinancing,
refunding or replacement shall be limited to all or a part of
the property (including improvements, alterations and repairs on
such property) subject to the encumbrance so extended, renewed,
refinanced, refunded or replaced (plus improvements, alterations
and repairs on such property).
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In addition, this limitation on liens does not apply to other
liens, not otherwise excepted above, provided that the aggregate
principal amount of all debt then outstanding secured by such
other liens together with all net sale proceeds from
sale-leaseback transactions (other than the permitted
sale-leaseback transactions discussed below) does not exceed 15%
of EPNGs Consolidated Net Tangible Assets (as defined
below).
Limitation on Sale-Leaseback Transactions.
The
EPNG indenture also provides that EPNG will not, nor will EPNG
permit any restricted subsidiary to, engage in a sale-leaseback
transaction, unless:
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such sale-leaseback transaction occurs within one year from the
date of acquisition of the principal property subject thereto or
the date of the completion of construction or commencement of
full operations on such principal property, whichever is later;
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the sale-leaseback transaction involves a lease for a period,
including renewals, of not more than three years;
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EPNG or such restricted subsidiary would be entitled to incur
debt secured by a lien on the principal property subject thereto
in a principal amount equal to or exceeding the net sale
proceeds from such sale-leaseback transaction without securing
the EPNG senior debt securities; or
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EPNG or such restricted subsidiary, within a one-year period
after such sale-leaseback transaction, applies or causes to be
applied an amount not less than the net sale proceeds from such
sale-leaseback transaction to (A) the repayment, redemption
or retirement of EPNGs funded debt or funded debt of such
restricted subsidiary, or (B) investment in another
principal property.
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In addition, this limitation on sale-leaseback transactions does
not apply to other sale-leaseback transactions, not otherwise
excepted above, provided that the net sale proceeds from such
other sale-leaseback transactions together with the aggregate
principal amount of outstanding debt secured by liens upon any
principal property (other than that debt secured by liens
excepted from the limitation on liens as discussed above) does
not exceed 15% of EPNGs Consolidated Net Tangible Assets
(as defined below).
Definitions
The following are definitions of certain terms used in this
summary description of the EPNG debt securities:
Consolidated Net Tangible Assets
means, at
any date of determination, the total amount of assets after
deducting therefrom (1) all current liabilities (excluding
(A) any current liabilities that by their terms are
extendable or renewable at the option of the obligor thereon to
a time more than 12 months after the time as of which the
amount thereof is being computed, and (B) current
maturities of long-term debt), and (2) the value (net of
any applicable reserves) of all goodwill, trade names,
trademarks, patents and other like intangible assets, all as set
forth on the consolidated balance sheet of EPNG and EPNGs
consolidated subsidiaries for EPNGs most recently
completed fiscal quarter, prepared in accordance with generally
accepted accounting principles.
Funded debt
means all debt maturing one year
or more from the date of the creation thereof, all debt directly
or indirectly renewable or extendible, at the option of the
debtor, by its terms or by the terms of any instrument or
agreement relating thereto, to a date one year or more from the
date of the creation thereof, and all debt under a revolving
credit or similar agreement obligating the lender or lenders to
extend credit over a period of one year or more.
Permitted liens
means (1) liens upon
rights-of-way for pipeline purposes; (2) any governmental
lien, mechanics, materialmens, carriers or
similar lien incurred in the ordinary course of business which
is not yet due or which is being contested in good faith by
appropriate proceedings and any undetermined lien which is
incidental to construction; (3) the right reserved to, or
vested in, any municipality or public authority by the terms of
any right, power, franchise, grant, license, permit or by any
provision of law, to purchase or recapture or to designate a
purchaser of, any property; (4) liens of taxes and
assessments which are (a) for the then current year,
(b) not at the time delinquent, or (c) delinquent but
the validity of which is being contested at the time by EPNG or
any of EPNGs subsidiaries in good faith; (5) liens
of, or to secure performance of, leases; (6) any lien upon,
or deposits of, any assets in favor of any surety company or
clerk of court for the purpose of obtaining indemnity or stay of
judicial proceedings; (7) any lien upon property or assets
acquired or sold by EPNG or any of EPNGs restricted
subsidiaries resulting from the exercise of any rights arising
out of defaults on receivables; (8) any lien incurred in
the ordinary course of business in connection with
workmens compensation, unemployment insurance, temporary
disability, social security, retiree health or similar laws or
regulations or to secure obligations imposed by statute or
governmental regulations; (9) any lien upon any property or
assets in accordance with customary banking practice to secure
any debt incurred by EPNG or any of EPNGs restricted
subsidiaries in connection with the exporting of goods to, or
between, or the marketing of goods in, or the importing of goods
from, foreign countries; or (10) any lien in favor of the
United States or any state thereof, or any other country, or any
political subdivision of any of the foregoing, to secure
partial, progress, advance, or other payments pursuant to any
contract or statute, or any lien securing industrial
development, pollution control, or similar revenue bonds.
Principal property
means (1) any
pipeline assets owned by EPNG or any of EPNGs
subsidiaries, including any related facilities employed in the
transportation, distribution or marketing of natural gas, that
are located in the United States or Canada, and (2) any
processing or manufacturing plant owned or leased by EPNG or any
of EPNGs subsidiaries that are located within the United
States or Canada, except, in the case
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of either clause (1) or (2), any such assets or plant
which, in the opinion of EPNGs board of directors, is not
material in relation to the activities of EPNG and EPNGs
subsidiaries as a whole.
Restricted subsidiary
means any of
EPNGs subsidiaries owning or leasing any principal
property.
Sale-leaseback transaction
means the sale or
transfer by EPNG or any of EPNGs restricted subsidiaries
of any principal property to a person (other than EPNG or a
subsidiary) and the taking back by EPNG or any of EPNGs
restricted subsidiaries, as the case may be, of a lease of such
principal property.
Global
Securities
EPNG may issue one or more series of EPNG debt securities as
permanent global debt securities deposited with a depositary.
See Description of El Paso Debt Securities
Global Securities.
Payment
and Transfer
Unless EPNG specifies otherwise in a prospectus supplement, EPNG
will pay principal, interest and any premium on the EPNG debt
securities, and they may be surrendered for payment or
transferred, at the offices of the EPNG trustee. EPNG will make
payment on registered securities by check mailed to the persons
in whose names the EPNG debt securities are registered or by
transfer to an account maintained by the registered holder on
days specified in the EPNG indenture or any prospectus
supplement. If EPNG makes debt securities payments in other
forms, EPNG will specify the form and place in a prospectus
supplement.
EPNG will maintain a corporate trust office of the EPNG trustee
or another office or agency for the purpose of transferring or
exchanging fully registered securities, without the payment of
any service charge except for any tax or governmental charge.
Defeasance
EPNG will be discharged from its obligations on the EPNG debt
securities at any time if EPNG deposits with the EPNG trustee
sufficient cash or government securities to pay the principal,
interest, any premium and any other sums due to the stated
maturity date or a redemption date of the EPNG debt securities.
If this happens, the holders of the EPNG debt securities will
not be entitled to the benefits of the EPNG indenture except for
registration of transfer and exchange of EPNG debt securities
and replacement of lost, stolen or mutilated EPNG debt
securities.
No
Personal Liability of Incorporator, Stockholder, Officer or
Director
No recourse under or upon any obligation, covenant or agreement
of or contained in the EPNG indenture or of or contained in any
EPNG debt securities, or for any claim based thereon or
otherwise in respect thereof, or in any EPNG debt security, or
because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer or
director, as such, past, present or future, of EPNG or any
successor Person, either directly or through EPNG or any
successor person, whether by virtue of any constitution, statute
or rule of law, or by the enforcement of any assessment or
penalty or otherwise.
Governing
Law
The EPNG indenture and the EPNG debt securities will be governed
by and construed in accordance with the laws of the State of New
York.
Notices
Notices to holders of the EPNG debt securities will be given by
mail to the addresses of such holders as they appear in the
security register. No periodic evidence is required to be
furnished as to the absence of default or as to compliance with
the terms of the EPNG indenture.
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DESCRIPTION
OF SNG DEBT SECURITIES
The following description of the terms of the SNG debt
securities sets forth general terms that may apply to the SNG
debt securities. The particular terms of any SNG debt securities
will be described in the prospectus supplement relating to those
debt securities. The SNG debt securities will be SNG and
SNICs direct, unsecured and unsubordinated general
obligations.
SNG may issue debt securities in one or more series, and SNIC
may be a co-issuer of one or more series of debt securities.
SNIC was incorporated under the laws of the State of Delaware in
October 2007, is wholly-owned by SNG, and has no material assets
or any liabilities other than as a co-issuer of SNG debt
securities. Its activities are limited to co-issuing debt
securities and engaging in other activities incidental thereto.
The SNG debt securities will be issued under an indenture, dated
as June 1, 1987, between SNG, SNIC and Wilmington
Trust Company, as successor in interest to JPMorgan Chase
Bank, which was successor by merger to Manufacturers Hanover
Trust Company (SNG trustee) (as supplemented,
the SNG indenture).
SNG and SNIC have not restated the SNG indenture in its entirety
in this description. The SNG indenture is filed as an exhibit to
the registration statement of which this prospectus is a part.
Please read Where You Can Find More Information. You
are urged to read the SNG indenture, because it, and not this
description, controls your rights as holders of the SNG debt
securities. The following description of the SNG indenture is
not complete and is subject to, and qualified in its entirety by
reference to, all the provisions in the SNG indenture.
General
The SNG debt securities will be SNG and SNICs direct,
unsecured obligations and will rank equally with all of SNG and
SNICs other senior and unsubordinated debt.
A prospectus supplement and a supplemental indenture relating to
any series of SNG debt securities being offered will include
specific terms relating to the offered SNG debt securities.
These terms will include some or all of the following:
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the title of the SNG debt securities ;
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any limit upon the aggregate principal amount of the SNG debt
securities which may be authenticated and delivered under the
SNG indenture;
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the date or dates on which the principal of and premium, if any,
on the SNG debt securities is payable;
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the person to whom any interest on any SNG debt securities shall
be payable if other than provided in the SNG indenture, the rate
or rates (which may be fixed or variable). or the method by
which such rate or rates shall be determined, at which the SNG
debt securities shall bear interest, if any, the date or dates
from which such interest shall accrue, or the method by which
such date or dates shall be determined, the interest payment
dates on which such interest shall be payable and the record
dates for the determination of holders to whom interest is
payable;
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the place or places where the principal of, and premium, if any,
and any interest on SNG debt securities shall be payable:
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the price or prices at which, the period or periods within which
and the terms and conditions upon which SNG debt securities may
be redeemed, in whole or in part, at the option of SNG, pursuant
to any sinking fund or otherwise:
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the obligation, if any, of SNG to redeem, purchase or repay SNG
debt securities pursuant to any sinking fund or analogous to
provisions or at the option of a holder thereof and the price or
prices at which and the period or periods within which and the
terms and conditions upon which SNG debt securities shall be
redeemed, purchased or repaid, in whole or in part, pursuant to
such obligation:
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if other than denominations of $1,000 and any integral thereof,
the denominations in which SNG debt securities shall be issuable;
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if other than the principal amount thereof, the portion of the
principal amount of SNG debt securities which shall be payable
upon declaration of acceleration of the maturity thereof
pursuant to the SNG indenture or provable in bankruptcy pursuant
to the SNG indenture;
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if other than the currency of the United States of America, the
currency or currencies, including composite currencies, in which
payment of the principal of and premium, if any, and interest on
the SNG debt securities shall be payable;
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if the amount of payments of principal of and premium, if any,
or interest on the SNG debt securities may be determined with
reference to an index, the manner in which such amounts shall be
determined:
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the application, if any, of either or both defeasance and
covenant defeasance pursuant to the SNG indenture to the SNG
debt securities;
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any Events of Default (described below) with respect to SNG debt
securities, if not set forth in the SNG indenture;
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any other covenant or warranty included for the benefit of a
series of SNG debt securities in addition to (and not
inconsistent with) those included in the SNG indenture for the
benefit of all SNG debt securities, or any other covenant or
warranty included for the benefit of a series of SNG debt
securities in lieu of any covenant or warranty included in the
SNG indenture for the benefit of all SNG debt securities, or any
provision that any covenant or warranty included in the SNG
indenture for the benefit of all SNG debt securities shall not
be for the benefit of a series of SNG debt securities, or any
combination of such covenants, warranties or provisions;
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whether the SNG debt securities are to be issuable in whole or
in part in permanent global form, without coupons, and if so,
(i) the circumstances under which beneficial owners of
interests in such permanent global security or securities may
exchange such interests for SNG debt securities and of like
interest rate and maturity and principal amount in definitive
registered form and authorized denominations, if other than as
set forth in the SNG indenture, and (ii) the depositary
with respect to the SNG debt securities; and
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any other terms of the series.
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The SNG indenture does not limit the amount of SNG debt
securities that may be issued. The SNG indenture allows SNG debt
securities to be issued up to the principal amount that SNG may
authorize and may be in any currency or currency unit SNG
designates.
SNG debt securities of a series may be issued in registered form
without coupons or permanent global form without coupons.
Denominations
The SNG debt securities will be issued in registered form in
denominations of $1,000 each or integral multiples thereof.
Consolidation,
Merger or Sale
Nothing in the SNG indenture prohibits SNGs consolidation
or merger with or into any other corporation, or the sale or
conveyance of substantially all of SNGs properties to any
other person (including any subsidiary), without the consent of
the holders of the SNG debt securities, provided that the
successor assumes all of SNGs obligations under the SNG
indenture and the SNG debt securities and SNG meets certain
other conditions.
Modification
of SNG Indenture
Except for some modifications and amendments that are not
adverse to holders of outstanding SNG debt securities, SNG and
the SNG trustee may modify and amend the SNG indenture only with
the consent of the holders of a majority in aggregate principal
amount of the outstanding SNG debt securities of each series
35
issued under the SNG indenture which is affected by the
modification or amendment, provided that no modification or
amendment may: (1) change the stated maturity date of the
principal of, or any interest on, any SNG debt security, reduce
the principal amount of, or the interest or premium, if any, on
any SNG debt security (including in the case of a discounted SNG
debt security the amount payable upon acceleration of the
maturity thereof or provable in bankruptcy), change the currency
of payment of principal of or interest, or premium, if any, on
any SNG debt security, or impair the right to institute suit for
the enforcement of any payment of the principal of, and premium,
if any, and interest on any SNG debt security, without the
consent of the holder of the SNG debt security; or
(2) reduce the percentage of SNG debt securities that are
required to consent to modify or amend the SNG indenture without
the consent of the holders of all affected securities.
Events of
Default
Event of default when used in the SNG indenture,
means any of the following with respect to the SNG debt
securities:
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default in the payment of any installment of interest on the SNG
debt securities when due, continued for 30 days;
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default in the payment of principal or premium, if any, on the
SNG debt securities when due;
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default in the payment or satisfaction of any sinking fund
obligation with respect to the SNG debt securities when due;
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failure to observe or perform any other covenant for
90 days, or 30 days in certain cases, after notice by
the SNG trustee or by the holders of 25% in principal amount of
the outstanding SNG debt securities;
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certain events of default on other funded indebtedness of SNG or
SNGs restricted subsidiaries; or
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certain events of bankruptcy, insolvency or reorganization with
respect to SNG or SNGs restricted subsidiaries.
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An event of default with respect to a particular series of SNG
debt securities issued under the SNG indenture will not
necessarily be an event of default with respect to any other
series of SNG debt securities issued thereunder. In case an
event of default shall occur and be continuing with respect to
any series of SNG debt securities, the SNG trustee or the
holders of not less than 25% in aggregate principal amount of
the SNG debt securities of the series then outstanding may
declare the principal (or, if the SNG debt securities of such
series are discounted SNG debt securities, the portion of the
principal as may be specified in the terms of that series) of
such series and the interest accrued thereon to be due and
payable immediately.
The holders of a majority in aggregate principal amount of the
outstanding SNG debt securities of any series may waive any
default resulting in acceleration of maturity of the SNG debt
securities of such series but only if all defaults with respect
to such series have been remedied and all payments due (other
than by acceleration) with respect to such series have been
made. Prior to acceleration of maturity of a particular series
of SNG debt securities, the holders of a majority in aggregate
principal amount of the outstanding SNG debt securities of such
series may on behalf of the holders of all SNG debt securities
of such series waive any past default under the SNG indenture
and its consequences, except a default in the payment of
interest or premium, if any, on or the principal of any of the
SNG debt securities of such series.
Covenants
Under the SNG indenture, SNG will:
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pay the principal of, and interest and any premium on, the SNG
debt securities when due;
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maintain an office or agency in each place of payment;
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deliver a report to the SNG trustee at the end of each fiscal
year reviewing SNGs obligations under the SNG indenture;
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file with the SNG trustee copies of the annual reports and of
the information, documents and other reports which SNG may be
required to file with the SEC; and
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deposit sufficient funds with any paying agent (or if SNG is
acting as its own paying agent, set aside, segregate and hold in
trust sufficient funds) on or before the due date for any
principal, interest or premium.
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Limitation on Liens.
The SNG indenture
provides that SNG will not, nor will SNG permit its restricted
subsidiaries (as defined below) to, create, assume, incur or
suffer to exist any lien upon any properties or assets, real,
personal or mixed, whether owned on the date of the SNG
indenture or thereafter acquired, to secure any of SNGs
debt or any other person (other than the senior debt securities
issued under the SNG indenture), without causing all of the SNG
debt securities outstanding under the SNG indenture to be
secured equally and ratably with, or prior to, the new debt so
long as the new debt is so secured. This restriction does not
prohibit SNG from creating the following:
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purchase money mortgages and preexisting mortgages (whether or
not assumed) on acquired property;
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liens on property acquired or constructed by SNG or a restricted
subsidiary and created within one year after the later of the
completion of the acquisition or construction or the
commencement of operation of the project;
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liens of SNGs restricted subsidiaries outstanding at the
time they become restricted subsidiaries;
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liens created by SNG or SNGs restricted subsidiaries to
secure funded indebtedness of SNGs or any restricted
subsidiary which in the aggregate does not exceed 15% of
SNGs consolidated net tangible assets, as
defined in the SNG indenture;
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liens on certain equipment, inventory and contract rights;
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any lien on coal, geothermal resources, natural gas, liquefied
natural gas or synthetic fuel owned by SNG or any restricted
subsidiary;
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liens securing short-term indebtedness;
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various public, governmental grantors liens and
encumbrances;
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liens arising in connection with production payments, reserved
interests and other similar transactions;
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leases and easements; and
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various other liens.
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The holders of a majority in principal amount of the outstanding
SNG debt securities of any series may waive compliance by SNG
with this covenant with respect to that series of SNG debt
securities.
Restricted subsidiary
means an operating
subsidiary, substantially all of the business of which is
carried on, in the continental United States, the primary
business of which consists of exploration for, or purchase,
development, storage, conservation, processing, production or
transmission of, natural gas, oil or other hydrocarbons or
reserves thereof, and all of the shares of capital stock of
which at the time outstanding are owned by SNG or other
restricted subsidiaries; provided, that once an operating
subsidiary has become a restricted subsidiary, it remains a
restricted subsidiary so long as at least a majority of the
outstanding shares of its capital stock having ordinary voting
rights is so owned.
Defeasance
and Covenant Defeasance
The SNG indenture provides that SNG may elect either or both
(1) to be discharged from any and all obligations with
respect to the SNG debt securities, or defeasance,
(except for the obligations to register the transfer or exchange
of the outstanding SNG debt securities, to replace temporary or
mutilated, destroyed, lost or stolen outstanding SNG debt
securities, to maintain an office or agency in respect of any
outstanding SNG debt securities and to hold moneys for payment
in trust) or (2) to be released from SNGs obligations
described above under Covenants
Limitation on Liens with respect to those notes, or
covenant
37
defeasance, and any omission to comply with those
obligations will not constitute an event of default with respect
to the notes, upon the irrevocable deposit with the SNG trustee
of funds which, through the payment of principal and interest in
accordance with their terms, will provide money in an amount
sufficient to pay the principal of and premium, if any, and
interest on the notes, and any mandatory sinking fund or
analogous payments on them, on the scheduled due dates.
In the event SNG should elect covenant defeasance with respect
to any SNG debt securities, and such SNG debt securities are
declared due and payable because an event of default occurs
(other than the event of default described above in the fourth
bullet point under Events of Default),
the amount of funds on deposit with the SNG trustee will be
sufficient to pay amounts due on such SNG debt securities at the
time of their stated maturity, but may not be sufficient to pay
amounts due on such SNG debt securities when payments of
principal, premium, if any, and interest are accelerated due the
event of default. However, SNG will remain liable for those
payments.
Methods
of Receiving Payments on the SNG Debt Securities
SNG will make all payments of principal of, premium, if any, and
interest and additional interest, if any, on the SNG debt
securities in accordance with wire transfer instructions
provided to SNG by holders of SNG debt securities. All other
payments on the SNG debt securities will be made at the office
or agency of the paying agent and registrar within the City and
State of New York unless SNG elects to make interest payments by
check mailed to the holders at their address set forth in the
security register.
Global
Securities
SNG may issue one or more series of SNG debt securities as
permanent global debt securities deposited with a depositary.
See Description of El Paso Debt Securities
Global Securities.
Governing
Law
The SNG indenture and the SNG debt securities will be governed
by and construed in accordance with the laws of the State of New
York.
No
Personal Liability of Partners, Officers, Directors, Employees
or Stockholders
No general partner of SNG shall be liable for any of the
obligations of SNG or SNIC under the SNG indenture or the SNG
debt securities. No director, officer, employee, stockholder,
member, manager, limited partner or other holder of the equity
securities, as such, of SNG, SNIC, any general partner of SNG or
any affiliates of any such person will have any personal
liability in respect of SNGs or SNICs obligations
under the SNG indenture or the SNG debt securities by reason of
his, her or its status as such.
Notices
Notices to holders of the SNG debt securities will be given by
mail to the addresses of such holders as they appear in the
security register. No periodic evidence is required to be
furnished as to the absence of default or as to compliance with
the terms of the SNG indenture.
38
DESCRIPTION
OF TGP DEBT SECURITIES
The following description of the terms of the TGP debt
securities sets forth general terms that may apply to the TGP
debt securities. The particular terms of any TGP debt securities
will be described in the prospectus supplement relating to those
debt securities. The TGP debt securities will be TGPs
direct, unsecured and unsubordinated general obligations.
The TGP debt securities will be issued under an indenture, dated
as March 4, 1997 between TGP and Wilmington
Trust Company (as successor to JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank)), as indenture
trustee (TGP trustee) (as so supplemented, the
TGP indenture).
TGP has not restated the TGP indenture in its entirety in this
description. The TGP indenture is filed as an exhibit to the
registration statement of which this prospectus is a part.
Please read Where You Can Find More Information. You
are urged to read the TGP indenture, because it, and not this
description, controls your rights as holders of the TGP debt
securities. The following description of the TGP indenture is
not complete and is subject to, and qualified in its entirety by
reference to, all the provisions in the TGP indenture. Certain
capitalized terms used in this summary description are defined
below under Definitions.
General
The TGP debt securities will be TGPs direct, unsecured
obligations and will rank equally with all of TGPs other
senior and unsubordinated debt.
A prospectus supplement and a supplemental indenture relating to
any series of TGP debt securities being offered will include
specific terms relating to the offered TGP debt securities.
These terms will include some or all of the following:
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the title of the TGP debt securities;
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any limit upon the aggregate principal amount of the TGP debt
securities which may be authenticated and delivered under the
TGP indenture;
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the person to whom any interest on a TGP debt securities shall
be payable, if other than the person in whose name that security
(or one or more predecessor securities) is registered at the
close of business on the regular record date for such interest;
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the date or dates on which the principal of the TGP debt
securities is payable or the method of determination thereof;
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the rate or rates at which the TGP debt securities shall bear
interest, if any, or the method of determination thereof, the
date or dates from which such interest shall accrue, or the
method of determination thereof, the interest payment dates and
record dates;
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the place or places where the principal of and any premium and
interest on TGP debt securities shall be payable, TGP debt
securities may be surrendered for registration of transfer, TGP
debt securities may be surrendered for exchange and notices, and
demands to or upon TGP in respect of the TGP debt securities and
the TGP indenture may be served;
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the period or periods within which, the price or prices at which
and the terms and conditions upon which TGP debt securities may
be redeemed;
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the obligation, if any, of TGP to redeem or purchase TGP debt
securities pursuant to any sinking fund or analogous provisions
or upon the happening of a specified event or at the option of a
Holder thereof and the period or periods within which, the price
or prices at which and the terms and conditions upon which TGP
debt securities shall be redeemed or purchased;
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the denominations in which TGP debt securities shall be issuable;
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the currency, currencies or currency units in which payment of
the principal of and any premium and interest on any TGP debt
securities shall be payable if other than the currency of the
United States of
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America and the manner of determining the equivalent thereof in
the currency of the United States of America;
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if the amount of payments of principal of or any premium or
interest on any TGP debt securities may be determined with
reference to an index, the manner in which such amounts shall be
determined;
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if the principal of or any premium or interest on any TGP debt
securities is to be payable, at the election of TGP or a holder
thereof, in one or more currencies or currency units other than
that or those in which the TGP debt securities are stated to be
payable, the currency, currencies or currency units in which
payment of the principal of and any premium and interest on TGP
debt securities as to which such election is made shall be
payable, and the periods within which and the terms and
conditions upon which such election is to be made;
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if other than the principal amount thereof, the portion of the
principal amount of TGP debt securities which shall be payable
upon declaration of acceleration of the maturity thereof or the
method of determination thereof;
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if and as applicable, that the TGP debt securities shall be
issuable in whole or in part in the form of one or more global
securities and, in such case, the depositary or depositaries for
such global security or global securities and any circumstances
other than those set forth in the TGP indenture in which any
such global security may be transferred to, and registered and
exchanged for TGP debt securities registered in the name of, a
person other than the depositary for such global security or a
nominee thereof and in which any such transfer may be registered;
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any deletions from, modifications of or additions to the Events
of Default (described below) or the covenants of TGP pertaining
to the TGP debt securities;
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the means of defeasance or covenant defeasance as may be
specified for the TGP debt securities if other than as set forth
in the TGP indenture;
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the identity of the security registrar and any paying
agent; and
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any other terms of the TGP debt securities.
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The TGP indenture does not limit the amount of TGP debt
securities that may be issued. The TGP indenture allows TGP debt
securities to be issued up to the principal amount that TGP may
authorize and may be in any currency or currency unit TGP
designates.
TGP debt securities of a series may be issued in registered form
without coupons or global form.
Denominations
The TGP debt securities will be issued in registered form
without coupons in denominations of $1,000 and integral
multiples of $1,000.
Consolidation,
Merger or Sale
Under the TGP indenture, TGP may not consolidate with or merge
into any other person or entity or sell, lease or transfer all
or substantially all of TGPs properties and assets to any
other person or entity unless:
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in the case of a merger, TGP is the surviving entity, or the
entity formed by the consolidation or into which TGP is merged
expressly assumes, by execution and delivery to the TGP trustee
of a supplemental indenture, the due and punctual payment of the
principal, any premium and interest on the TGP debt securities
and the performance or observance of every covenant and
condition in the TGP indenture on the part of TGP to be
performed or observed;
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in the case of the sale, lease or transfer of all or
substantially all of TGPs properties and assets, the
person or entity which acquires TGPs properties and assets
expressly assumes, by execution and delivery to the TGP trustee
of a supplemental indenture, the due and punctual payment of the
principal,
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any premium and interest on the TGP debt securities and the
performance of every covenant and condition in the TGP indenture;
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immediately after giving effect to the transaction, no default
or event of default under the TGP indenture exists; and
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TGP has delivered to the TGP trustee an officers
certificate and an opinion of counsel each stating that the
consolidation, merger, sale, transfer or lease and the
supplemental indenture required in connection with the
transaction comply with the terms of the TGP indenture and that
TGP has complied with all conditions precedent.
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After any consolidation or merger or any sale, lease or transfer
of TGPs properties and assets, the successor person or
entity formed by such consolidation or into which TGP is merged
or to which such sale, lease or transfer is made shall succeed
to and be substituted for TGP under the TGP indenture as if the
successor person or entity had been originally named in the TGP
indenture and may exercise every one of TGPs rights and
powers under the TGP indenture. Thereafter, except in the case
of a lease, TGP shall be relieved of all obligations and
covenants under the TGP indenture and the TGP debt securities.
The TGP indenture imposes no restriction on the jurisdiction of
organization of the entity that will assume TGPs
obligations under the TGP indenture after consolidation, merger
or sale. If the surviving entity assuming TGPs obligations
under the TGP indenture were to be organized under the laws of a
non-U.S. jurisdiction,
holders of the TGP debt securities may be subject to withholding
taxes imposed by the
non-U.S. jurisdiction.
Under the TGP indenture, the surviving entity is also not
required to be a corporation.
Modification
of TGP Indenture
At any time and from time to time, without the consent of the
holders of the TGP debt securities, TGP and the TGP trustee may
modify the TGP indenture and enter into one or more supplemental
indentures for any of the following purposes:
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to secure the TGP debt securities;
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to evidence the succession of another person or entity under the
TGP indenture and the assumption by the succeeding person or
entity of TGPs covenants and TGPs debt securities;
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to add to TGPs covenants or events of default for the
benefit of the holders of the TGP debt securities or to
surrender any of TGPs rights and powers under the TGP
indenture;
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to add to, change or eliminate any of the provisions of the TGP
indenture provided there is no outstanding security entitled to
the benefit of such provision;
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to establish the general forms and terms of securities of any
series as permitted under the TGP indenture;
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to cure any ambiguity, to correct or supplement any provision
which may be inconsistent with any other provision; to comply
with any applicable mandatory provisions of law, provided that
any such actions shall not materially adversely affect the
interest of the holders of the TGP debt securities;
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to evidence and provide for the acceptance of the appointment of
a successor trustee and to add to or change any provisions
necessary to provide for or facilitate the administration of the
trusts by more than one trustee; and
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to modify, eliminate or add to the provisions of the TGP
indenture to the extent necessary to comply with the
Trust Indenture Act.
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With the consent of the holders of a majority in aggregate
principal amount of the outstanding debt securities of each
series issued under the TGP indenture affected by the amendments
(voting as one class), TGP and the TGP trustee may add, change
or eliminate any provision of the TGP indenture or modify in any
41
manner the rights of the holders of the TGP debt securities;
provided, however, TGP and the TGP trustee may not, without the
consent of each holder of the TGP debt securities:
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change the stated maturity of the principal of, or any
installment of principal of or interest, if any, on, the
outstanding TGP debt securities, or reduce the principal amount
of, the premium, if any, on or the rate of interest on the
outstanding TGP debt securities;
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reduce the percentage in principal amount of the debt securities
required to consent to any supplemental TGP indenture or waive
compliance with the TGP indenture or waive defaults under it;
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change TGPs obligation to maintain an office or agency as
specified in the TGP indenture; or
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modify any provisions of the TGP indenture governing
modifications, waiver of past defaults and waiver of certain
covenants, except to increase any percentages required under
such provisions or to provide that other provisions of the TGP
indenture cannot be modified without the consent of each holder
of the TGP debt securities.
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Events of
Default
Event of Default when used in the TGP indenture,
means any of the following with respect to the TGP debt
securities:
(1) failure to pay the principal of or any premium on any
of the TGP debt securities when due;
(2) failure to pay interest on any TGP debt securities when
it becomes due and payable and continuance of such default for a
period of 30 days;
(3) failure to perform, or breach, of any other term,
covenant or warranty in the TGP indenture applicable to the TGP
debt securities that continues for a period of 60 days
after being given written notice;
(4) if TGP commence a voluntary case in bankruptcy, consent
to the entry of any order of relief against TGP in an
involuntary bankruptcy case, consent to the appointment of a
custodian over TGP or all or substantially all of TGPs
assets or make a general assignment for the benefit of
creditors; or
(5) if a court of competent jurisdiction enters a
bankruptcy order either for relief against TGP in an involuntary
case, or appointing a custodian over TGP or all or substantially
all of TGPs assets, or ordering TGPs liquidation;
and the order or decree remains unstayed and in effect for
90 days.
The TGP indenture provides that if an Event of Default described
in clauses (1), (2) or (3) above shall have occurred
and be continuing, either the TGP trustee or the holders of not
less than 25% in principal amount of all affected debt
securities then outstanding (voting as a single class) may
declare the entire principal amount of the outstanding TGP debt
securities to be due and payable immediately upon giving written
notice as provided in the TGP indenture. In addition, if an
Event of Default described in clauses (4) or (5) above
shall have occurred and be continuing, either the TGP trustee or
holders of not less than 25% in principal amount of all debt
securities issued under the TGP indenture then outstanding
(voting as a single class) may declare the entire principal
amount of all debt securities then outstanding to be due and
payable immediately upon giving written notice as provided in
the TGP indenture. The TGP indenture provides that the holders
of a majority in principal amount of debt securities of all
affected series then outstanding (voting as a single class) may
rescind and annul such declaration and its consequences under
certain circumstances.
The holders of a majority in aggregate principal amount of all
affected debt securities then outstanding (voting as a single
class) may waive past defaults under the TGP indenture with
respect to all such debt securities and their consequences
(except a continuing default in the payment of principal of or
premium, if any, or interest on any debt security or a default
in respect of any covenant or provision of the TGP indenture
which cannot be modified or amended by a supplemental indenture
without the consent of the holder of each outstanding debt
security affected thereby).
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The TGP trustee is not obligated to exercise any of its rights
or powers under the TGP indenture at the request, order or
direction of any holders, unless the holders offer the TGP
trustee reasonable indemnity. If they provide this reasonable
indemnification and if the terms of the TGP indenture are
otherwise complied with, the holders of a majority in principal
amount of the outstanding TGP debt securities may direct the
time, method and place of conducting any proceeding or any
remedy available to the TGP trustee, or exercising any power
conferred upon the TGP trustee, for the TGP debt securities.
Covenants
General.
Under the TGP indenture, TGP will:
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pay the principal of, and interest and any premium on, the TGP
debt securities when due;
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maintain a place of payment;
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deliver a report to the TGP trustee at the end of each fiscal
year reviewing TGPs obligations under the TGP
indenture; and
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deposit sufficient funds with any paying agent on or before the
due date for any principal, interest or premium.
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Limitation on Liens.
The TGP indenture
provides that TGP will not, nor will TGP permit any of
TGPs restricted subsidiaries to, create, assume, incur or
suffer to exist any lien upon any Principal Property, whether
owned or leased on the date of the TGP indenture or thereafter
acquired, to secure any of TGPs debt or of any other
person (other than the debt securities issued under the TGP
indenture), without causing all of the debt securities
outstanding under the TGP indenture to be secured equally and
ratably with, or prior to, the new debt so long as the new debt
is so secured. This restriction does not prohibit TGP from
creating the following:
(i) any lien upon any property or assets of TGPs or
any restricted subsidiary in existence on the date of the TGP
indenture or created pursuant to an after-acquired
property clause or similar term in existence on the date
of the TGP indenture or any mortgage, pledge agreement, security
agreement or other similar instrument in existence on the date
of the TGP indenture;
(ii) any lien upon any property or assets created at the
time of acquisition of such property or assets by TGP or any
restricted subsidiary or within one year after such time to
secure all or a portion of the purchase price for such property
or assets or debt incurred to finance such purchase price,
whether such debt was incurred prior to, at the time of or
within one year of such acquisition;
(iii) any lien upon any property or assets existing thereon
at the time of the acquisition thereof by TGP or any restricted
subsidiary (whether or not the obligations secured thereby are
assumed by TGP or any restricted subsidiary);
(iv) any lien upon any property or assets of a Person
existing thereon at the time such person becomes a restricted
subsidiary by acquisition, merger or otherwise;
(v) the assumption by TGP or any restricted subsidiary of
obligations secured by any lien existing at the time of the
acquisition by TGP or any restricted subsidiary of the property
or assets subject to such lien or at the time of the acquisition
of the person which owns such property or assets;
(vi) any lien on property to secure all or part of the cost
of construction or improvements thereon or to secure debt
incurred prior to, at the time of, or within one year after
completion of such construction or making of such improvements,
to provide funds for any such purpose;
(vii) any lien on any oil, gas, mineral and processing and
other plant properties to secure the payment of costs, expenses
or liabilities incurred under any lease or grant or operating or
other similar agreement in connection with or incident to the
exploration, development, maintenance or operation of such
properties;
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(viii) any lien arising from or in connection with a
conveyance by TGP or any restricted subsidiary of any production
payment with respect to oil, gas, natural gas, carbon dioxide,
sulphur, helium, coal, metals, minerals, steam, timber or other
natural resources;
(ix) any lien in favor of TGP or any restricted subsidiary;
(x) any lien created or assumed by TGP or any restricted
subsidiary in connection with the issuance of debt the interest
on which is excludable from gross income of the holder of such
debt pursuant to the Internal Revenue Code of 1986, as amended,
or any successor statute, for the purpose of financing, in whole
or in part, the acquisition or construction of property or
assets to be used by TGP or any subsidiary;
(xi) any lien upon property or assets of any foreign
restricted subsidiary to secure debt of that foreign restricted
subsidiary;
(xii) Permitted Liens (as defined below);
(xiii) any lien created by any program providing for the
financing, sale or other disposition of trade or other
receivables classified as current assets in accordance with
United States generally accepted accounting principles entered
into by TGP or by a subsidiary or Restricted Affiliate (as
defined below) of TGPs, provided that such program is on
terms customary for similar transactions, or any document
executed by any subsidiary or Restricted Affiliate in connection
therewith, provided that such lien is limited to the trade or
other receivables in respect of which such program is created or
exists, and the proceeds thereof;
(xiv) any lien on Margin Stock (as defined in
Regulation U of the Board of Governors of the Federal
Reserve System);
(xv) any lien upon any additions, improvements,
replacements, repairs, fixtures, appurtenances or component
parts thereof attaching to or required to be attached to
property or assets pursuant to the terms of any mortgage, pledge
agreement, security agreement or other similar instrument,
creating a lien upon such property or assets permitted by
clauses (i) through (xiv), inclusive, above; or
(xvi) any extension, renewal, refinancing, refunding or
replacement (or successive extensions, renewals, refinancing,
refundings or replacements) of any lien, in whole or in part,
that is referred to in clauses (i) through (xv), inclusive,
above, or of any debt secured thereby; provided, however, that
the principal amount of debt secured thereby shall not exceed
the greater of the principal amount of debt so secured at the
time of such extension, renewal, refinancing, refunding or
replacement and the original principal amount of debt so secured
(plus in each case the aggregate amount of premiums, other
payments, costs and expenses required to be paid or incurred in
connection with such extension, renewal, refinancing, refunding
or replacement); provided further, however, that such extension,
renewal, refinancing, refunding or replacement shall be limited
to all or a part of the property (including improvements,
alterations and repairs on such property) subject to the
encumbrance so extended, renewed, refinanced, refunded or
replaced (plus improvements, alterations and repairs on such
property).
Notwithstanding the foregoing, under the TGP indenture, TGP may,
and may permit any restricted subsidiary to, create, assume,
incur, or suffer to exist any lien upon any Principal Property
to secure debt of TGPs or any person (other than the debt
securities) that is not excepted by clauses (i) through
(xvi), inclusive, above without securing the debt securities
issued under the TGP indenture, provided that the aggregate
principal amount of all debt then outstanding secured by such
lien and all similar liens, together with all net sale proceeds
from Sale-Leaseback Transactions (as defined below) (excluding
Sale-Leaseback Transactions permitted by clauses (i)
through (iv), inclusive, of the first paragraph of the
restriction on sale-leasebacks covenant described below) does
not exceed 15% of Consolidated Net Tangible Assets (as defined
below).
Limitation on Sale-Leaseback Transactions.
The
TGP indenture provides that TGP will not, nor will it permit any
of TGPs restricted subsidiary to, engage in a
Sale-Leaseback Transaction, unless: (i) such Sale-Leaseback
Transaction occurs within one year from the date of acquisition
of the Principal Property subject thereto or the date of the
completion of construction or commencement of full operations on
such Principal
44
Property, whichever is later; (ii) the Sale-Leaseback
Transaction involves a lease for a period, including renewals,
of not more than three years; (iii) TGP or such restricted
subsidiary would be entitled to incur debt secured by a lien on
the Principal Property subject thereto in a principal amount
equal to or exceeding the net sale proceeds from such
Sale-Leaseback Transaction without securing the debt securities;
or (iv) TGP or such restricted subsidiary, within a
one-year period after such Sale-Leaseback Transaction, applies
or causes to be applied an amount not less than the net sale
proceeds from such Sale-Leaseback Transaction to (A) the
repayment, redemption or retirement of Funded Debt (as defined
below) of TGPs or any subsidiary, or (B) investment
in another Principal Property.
Notwithstanding the foregoing, under the TGP indenture, TGP may,
and may permit any restricted subsidiary to, effect any
Sale-Leaseback Transaction that is not excepted by
clauses (i) through (iv), inclusive, of the above
paragraph, provided that the net sale proceeds from such
Sale-Leaseback Transaction, together with the aggregate
principal amount of outstanding debt (other than the debt
securities issued under the TGP indenture) secured by liens upon
Principal Properties not excepted by clauses (i) through
(xvi), inclusive, of the first paragraph of the limitation on
liens covenant described above, do not exceed 15% of the
Consolidated Net Tangible Assets.
Definitions
The following are definitions of certain terms used in this
summary description of the TGP debt securities:
Consolidated Net Tangible Assets
means, at
any date of determination, the total amount of assets after
deducting therefrom (i) all current liabilities (excluding
(A) any current liabilities that by their terms are
extendable or renewable at the option of the obligor thereon to
a time more than 12 months after the time as of which the
amount thereof is being computed, and (B) current
maturities of long-term debt), and (ii) the value (net of
any applicable reserves) of all goodwill, trade names,
trademarks, patents and other like intangible assets, all as set
forth on the consolidated balance sheet of TGP and its
consolidated subsidiaries for TGPs most recently completed
fiscal quarter, prepared in accordance with generally accepted
accounting principles.
Debt
means any obligation created or assumed
by any Person for the repayment of money borrowed and any
purchase money obligation created or assumed by such Person.
Funded Debt
means all debt maturing one year
or more from the date of the creation thereof, all debt directly
or indirectly renewable or extendible, at the option of the
debtor, by its terms or by the terms of any instrument or
agreement relating thereto, to a date one year or more from the
date of the creation thereof, and all debt under a revolving
credit or similar agreement obligating the lender or lenders to
extend credit over a period of one year or more.
Lien
means any mortgage, pledge, security
interest, charge, lien or other encumbrance of any kind, whether
or not filed, recorded or perfected under applicable law.
Permitted Liens
means: (i) liens upon
rights-of-way for pipeline purposes; (ii) any governmental
lien, mechanics, materialmens, carriers or
similar lien incurred in the ordinary course of business which
is not yet due or which is being contested in good faith by
appropriate proceedings and any undetermined lien which is
incidental to construction; (iii) the right reserved to, or
vested in, any municipality or public authority by the terms of
any right, power, franchise, grant, license, permit or by any
provision of law, to purchase or recapture or to designate a
purchaser of, any property; (iv) liens of taxes and
assessments which are (A) for the then current year,
(B) not at the time delinquent, or (C) delinquent but
the validity of which is being contested at the time by TGP or
any subsidiary in good faith; (v) liens of, or to secure
performance of, leases; (vi) any lien upon, or deposits of,
any assets in favor of any surety company or clerk of court for
the purpose of obtaining indemnity or stay of judicial
proceedings; (vii) any lien upon property or assets
acquired or sold by TGP or any restricted subsidiary resulting
from the exercise of any rights arising out of defaults on
receivables; (viii) any lien incurred in the ordinary
course of business in connection with workmens
compensation, unemployment insurance, temporary disability,
social security, retiree health or similar laws or regulations
or to secure obligations imposed by statute or governmental
regulations; (ix) any lien upon any property or assets
45
in accordance with customary banking practice to secure any debt
incurred by TGP or any restricted subsidiary in connection with
the exporting of goods to, or between, or the marketing of goods
in, or the importing of goods from, foreign countries; or
(x) any lien in favor of the United States of America or
any state thereof, or any other country, or any political
subdivision of any of the foregoing, to secure partial,
progress, advance or other payments pursuant to any contract or
statute, or any lien securing industrial development, pollution
control or similar revenue bonds.
Person
means any individual, corporation,
partnership, joint venture, limited liability company,
association, joint-stock company, trust, other entity,
unincorporated organization, or government or any agency or
political subdivision thereof.
Principal Property
means (a) any
pipeline assets of TGPs or any subsidiary, including any
related facilities employed in the transportation, distribution
or marketing of natural gas, that are located in the United
States or Canada, and (b) any processing or manufacturing
plant owned or leased by TGP or any subsidiary of TGPs
that is located within the United States or Canada, except, in
the case of either clause (a) or (b), any such assets or
plant which, in the opinion of TGPs board of directors, is
not material in relation to the activities of the Company and
TGPs subsidiaries as a whole.
Restricted Affiliate
means any affiliate of
TGPs (other than a subsidiary) designated by TGP as a
Restricted Affiliate by written notice to the TGP
trustee; provided, however, that such affiliate shall not become
a Restricted Affiliate until such time that (a) such
affiliate executes a guaranty (in form and substance reasonably
satisfactory to the TGP trustee) in favor of the TGP trustee,
for the ratable benefit of the holders, guaranteeing the prompt
and complete payment by TGP when due (whether at the stated
maturity, by acceleration or otherwise) of the debt securities,
and (b) the TGP trustee receives an opinion of counsel
reasonably acceptable to the TGP trustee, which shall be in form
and substance satisfactory to the TGP trustee; provided further,
however, that after such time as such affiliate becomes a
Restricted Affiliate, TGP may thereafter terminate the
designation of such affiliate as a Restricted Affiliate by
written notice to the TGP trustee at which time the
aforementioned guaranty of such affiliate shall also terminate.
Restricted Subsidiary
means any subsidiary of
TGPs owning or leasing any Principal Property.
Sale-Leaseback Transaction
means the sale or
transfer by TGP or any restricted subsidiary of any Principal
Property to a person (other than TGP or a subsidiary) and the
taking back by TGP or any restricted subsidiary, as the case may
be, of a lease of such Principal Property.
Defeasance
TGP will be discharged from TGPs obligations on the TGP
debt securities at any time if TGP pursuant to the TGP indenture
(i) deposits with the TGP trustee sufficient cash or
government securities to pay the principal, interest, any
premium and any other sums due to the stated maturity date or a
redemption date of the TGP debt securities outstanding under the
TGP indenture and (ii) deliver to the TGP trustee the
required certificate and opinions relating to such satisfaction
and discharge. If this happens, and no default or Event of
Default shall be continuing, the holders of the TGP debt
securities outstanding under the TGP indenture will not be
entitled to the benefits of the TGP indenture except for
registration of transfer and exchange of TGP debt securities
outstanding under the TGP indenture and replacement of lost,
stolen or mutilated TGP debt securities outstanding under the
TGP indenture.
Methods
of Receiving Payments on the TGP Debt Securities
If a holder has given wire transfer instructions to TGP, TGP
will make all payments of principal of, premium, if any, and
interest on the TGP debt securities in accordance with those
instructions. All other payments on the TGP debt securities will
be made at the office or agency of the paying agent and
registrar within the City and State of New York unless TGP
elects to make interest payments by check mailed to the holders
at their address set forth in the security register.
46
Governing
Law
The TGP indenture is, and the TGP debt securities offered hereby
will be, governed by and construed in accordance with the laws
of the State of New York.
Notices
Notices to holders of the TGP debt securities will be given by
mail to the addresses of such holders as they appear in the
security register. No periodic evidence is required to be
furnished to holders as to the absence of default or as to
compliance with the terms of the TGP indenture.
No
Personal Liability of Officers, Directors, Employees or
Stockholders
No director, officer, employee or stockholder, as such, of TGP
or any of TGPs affiliates will have any personal liability
in respect of TGPs obligations under the TGP indenture or
the TGP debt securities by reason of his, her or its status as
such.
Concerning
the TGP Trustee
The TGP indenture provides that, except during the continuance
of an Event of Default, the TGP trustee will perform only such
duties as are specifically set forth in the TGP indenture. If an
Event of Default has occurred and is continuing, the TGP trustee
will use the same degree of care and skill in its exercise of
the rights and powers vested in it by the TGP indenture as a
prudent person would exercise under the circumstances in the
conduct of such persons own affairs.
The TGP indenture contains limitations on the rights of the TGP
trustee, should it become a creditor of TGPs, to obtain
payment of claims in certain cases or to realize on certain
property received by it in respect of such claims, as security
or otherwise. The TGP trustee is permitted to engage in other
transactions; provided, however, that if it acquires any
conflicting interest, it must eliminate such conflict or resign.
Wilmington Trust Company (as successor to JPMorgan Chase
Bank (formerly known as The Chase Manhattan Bank)) is the TGP
trustee under the TGP indenture. In the ordinary course of
business, Wilmington Trust Company or its affiliates have
provided and may in the future continue to provide trust
services and other financial services to TGP and TGPs
subsidiaries, El Paso and other affiliates of El Paso
for which they have received and will receive compensation. The
TGP trustee makes no representation or warranty, express or
implied, as to the accuracy or completeness of any information
contained or incorporated by reference in this offering
memorandum, except for such information that specifically
pertains to the TGP trustee.
47
PLAN OF
DISTRIBUTION
We may sell our securities through agents, underwriters or
dealers, or directly to purchasers, or through a combination of
any of these methods of sale.
We may designate agents to solicit offers to purchase our
securities.
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We will name any agent involved in offering or selling our
securities, and disclose any commissions that we will pay to the
agent, in our prospectus supplement.
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Unless we indicate otherwise in our prospectus supplement, our
agents will act on a best efforts basis for the period of their
appointment.
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Our agents may be deemed to be underwriters under the Securities
Act of 1933, as amended, of any of our securities that they
offer or sell.
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We may use one or more underwriters in the offer or sale of our
securities.
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If we use an underwriter, we will execute an underwriting
agreement with the underwriter(s) at the time that we reach an
agreement for the sale of our securities.
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We will include the names of the managing underwriter(s), as
well as any other underwriters, and the terms of the
transaction, including the compensation the underwriters and
dealers will receive, in our prospectus supplement.
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The underwriters will use our prospectus supplement to sell our
securities.
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We may use a dealer to sell our securities.
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If we use a dealer, we, as principal, will sell our securities
to the dealer.
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The dealer will then sell our securities to the public at
varying prices that the dealer will determine at the time it
sells our securities.
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We will include the name of the dealer and the terms of our
transactions with the dealer in our prospectus supplement.
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We may directly solicit offers to purchase our securities, and
we may directly sell our securities to institutional or other
investors. We will describe the terms of our direct sales in our
prospectus supplement.
El Paso may engage in at the market offerings only of
El Pasos common stock. An at the market
offering is an offering of El Pasos common stock at
other than a fixed price into an existing trading market for the
common stock. Any underwriter that El Paso engages for an
at the market offering and additional details of
El Pasos arrangement with the underwriter, including
commissions or fees paid by El Paso and whether the
underwriter is acting as principal or agent, would be described
in the related prospectus supplement.
We may indemnify agents, underwriters, and dealers against
certain liabilities, including liabilities under the Securities
Act of 1933, as amended. Our agents, underwriters, and dealers,
or their affiliates, may be customers of, engage in transactions
with or perform services for us, in the ordinary course of
business.
We may authorize our agents and underwriters to solicit offers
by certain institutions to purchase our securities at the public
offering price under delayed delivery contracts.
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If we use delayed delivery contracts, we will disclose that we
are using them in the prospectus supplement and will tell you
when we will demand payment and delivery of the securities under
the delayed delivery contracts.
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These delayed delivery contracts will be subject only to the
conditions that we set forth in the prospectus supplement.
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We will indicate in our prospectus supplement the commission
that underwriters and agents soliciting purchases of our
securities under delayed delivery contracts will be entitled to
receive.
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One or more firms, referred to as remarketing firms,
may also offer or sell the securities, if the prospectus
supplement so indicates, in connection with a remarketing
arrangement upon their purchase. Remarketing firms will act as
principals for their own accounts or as agents for us. These
remarketing firms will offer or sell the securities in
accordance with a redemption or repayment pursuant to the terms
of the securities. The prospectus supplement will identify any
remarketing firm and the terms of its agreement, if any, with us
and will describe the remarketing firms compensation.
Remarking firms may be deemed to be underwriters in connection
with the securities they remarket. Remarketing firms may be
entitled under agreements that may be entered into with us to
indemnification by us against certain civil liabilities,
including liabilities under the Securities Act of 1933, as
amended, and may be customers of, engage in transactions with or
perform services for us in the ordinary course of business.
Other than El Paso common stock, all securities offered
will be a new issue of securities with no established trading
market. The securities may or may not be listed on a national
securities exchange or a foreign securities exchange, except for
the El Paso common stock which is currently listed and
traded on the NYSE. Any El Paso common stock sold by this
prospectus will be listed for trading on the NYSE subject to
official notice of issuance. We cannot give you any assurance as
to the liquidity of or the trading markets for any securities.
LEGAL
MATTERS
The validity of the common stock, preferred stock, senior debt
securities, purchase contracts, warrants and units will be
passed upon for El Paso, CIG, CIIC, EPNG, SNG, SNIC and TGP
by Bracewell & Giuliani LLP, Houston, Texas. If the
securities are being distributed in an underwritten offering,
the validity of the securities will be passed upon for the
underwriters by counsel identified in the related prospectus
supplement.
EXPERTS
The consolidated financial statements and schedule of
El Paso Corporation as of December 31, 2008 and 2007
and for each of the three years in the period ended
December 31, 2008 appearing in El Paso
Corporations Annual Report
(Form 10-K)
for the year ended December 31, 2008, and the effectiveness
of El Paso Corporations internal control over
financial reporting as of December 31, 2008, have been
audited by Ernst & Young LLP, independent registered
public accounting firm, as set forth in their reports thereon
included therein, and incorporated herein by reference. The
report of Ernst & Young LLP on the consolidated
financial statements and schedule of El Paso Corporation as
of December 31, 2008 and 2007 and for each of the three
years in the period ended December 31, 2008 is based in
part on the reports of PricewaterhouseCoopers LLP, independent
registered public accounting firm.
The consolidated financial statements and schedule of Colorado
Interstate Gas Company as of December 31, 2008 and 2007 and
for each of the three years in the period ended
December 31, 2008 appearing in Colorado Interstate Gas
Companys Annual Report
(Form 10-K)
for the year ended December 31, 2008 have been audited by
Ernst & Young LLP, independent registered public
accounting firm, as set forth in their report thereon included
therein, and incorporated herein by reference.
The consolidated financial statements and schedule of
El Paso Natural Gas Company as of December 31, 2008
and 2007 and for each of the three years in the period ended
December 31, 2008 appearing in El Paso Natural Gas
Companys Annual Report
(Form 10-K)
for the year ended December 31, 2008 have been audited by
Ernst & Young LLP, independent registered public
accounting firm, as set forth in their report thereon included
therein, and incorporated herein by reference.
The consolidated financial statements and schedule of Southern
Natural Gas Company as of December 31, 2008 and 2007 and
for each of the three years in the period ended
December 31, 2008 appearing in Southern Natural Gas
Companys Annual Report
(Form 10-K)
for the year ended December 31, 2008 have been audited by
Ernst & Young LLP, independent registered public
accounting firm, as set forth in their report thereon included
therein, and incorporated herein by reference. The report of
Ernst & Young LLP on the consolidated financial
statements and schedule of Southern Natural Gas Company for the
years ended December 31, 2007
49
and 2006 is based in part on the report of
PricewaterhouseCoopers LLP, independent registered public
accounting firm.
The consolidated financial statements of Citrus Corp. at
December 31, 2007 and 2006 and for each of the three years
in the period ended December 31, 2007 appearing in Southern
Natural Gas Companys Annual Report (Form 10-K) for
the year ended December 31, 2008 have been audited by
PricewaterhouseCoopers LLP, independent registered public
accounting firm, as set forth in their report thereon included
therein, and incorporated herein by reference.
The consolidated financial statements and schedule of Tennessee
Gas Pipeline Company as of December 31, 2008 and 2007 and
for each of the three years in the period ended
December 31, 2008 appearing in Tennessee Gas Pipeline
Companys Annual Report
(Form 10-K)
for the year ended December 31, 2008 have been audited by
Ernst & Young LLP, independent registered public
accounting firm, as set forth in their report thereon included
therein, and incorporated herein by reference.
The consolidated financial statements referred to above are, and
audited financial statements to be included in subsequently
filed documents will be, incorporated herein in reliance upon
the reports of Ernst & Young LLP (as it relates to
El Paso Corporation, Colorado Interstate Gas Company,
El Paso Natural Gas Company, Southern Natural Gas Company
and Tennessee Gas Pipeline Company) pertaining to such financial
statements and the effectiveness of El Paso
Corporations internal control over financial reporting as
of the respective dates (to the extent covered by consents filed
with the Securities and Exchange Commission) given on the
authority of such firms as experts in accounting and auditing.
The consolidated financial statements referred to above are
incorporated herein in reliance upon the reports of
PricewaterhouseCoopers LLP (as they relate to El Paso
Corporation, Southern Natural Gas Company and Citrus Corp.)
pertaining to such financial statements given on the authority
of such firm as experts in accounting and auditing. In the event
that PricewaterhouseCoopers LLP consents to the incorporation by
reference in this Registration Statement of its report relating
to audited financial statements included in a document
subsequently filed by El Paso Corporation or Southern
Natural Gas Company, such audited financial statements shall be
incorporated herein in reliance upon such report of
PricewaterhouseCoopers LLP, an independent registered public
accounting firm, given on the authority of said firm as experts
in auditing and accounting.
Information incorporated by reference in this prospectus
regarding the estimated reserves attributable to certain of
El Pasos natural gas and oil properties was prepared
by Ryder Scott Company, L.P., independent petroleum engineers,
as stated in their report with respect thereto and is
incorporated herein upon the authority of such firm as experts
in petroleum engineering.
50
PART II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
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Item 14.
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Other
Expenses Of Issuance And Distribution.
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The following sets forth the expenses in connection with the
issuance and distribution of the securities being registered
hereby, other than underwriting discounts and commissions. All
amounts other than the Securities and Exchange Commission
registration fee are estimated.
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Securities and Exchange Commission Registration Fee
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$
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139,500
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(1)
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Legal Fees and Expenses
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150,000
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Accountants Fees and Expenses
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100,000
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Trustees Fees and Expenses
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25,000
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Printing and Engraving Expenses
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100,000
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Miscellaneous
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25,000
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TOTAL
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$
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539,500
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(1)
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Pursuant to Rule 415(a)(6) under the Securities Act, the
filing fee includes the filing fee previously paid by
El Paso in the amount of $29,475 in connection with its
registration statement on
Form S-3
(File
No. 333-134406)
initially filed on May 23, 2006.
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Item 15.
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Indemnification
of Directors and Officers.
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Corporations
Section 102(b)(7) of the Delaware General Corporation Law
(the DGCL) permits a corporation to provide in its
certificate of incorporation that a director of the corporation
shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty
as a director, except for liability for (i) any breach of
the directors duty of loyalty to the corporation or its
stockholders, (ii) acts of omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) payment of unlawful dividends or unlawful stock
purchases or redemptions, or (iv) any transaction from
which the director derived an improper personal benefit.
Section 145 of the DGCL provides that a corporation may
indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys fees),
judgments, fines, and amounts paid in settlement in connection
with specified actions, suits, proceedings whether civil,
criminal, administrative, or investigative (other than action by
or in the right of the corporation a
derivative action), if they acted in good faith and
in a manner they reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that
indemnification only extends to expenses (including
attorneys fees) incurred in connection with the defense or
settlement of such action, and the statute requires court
approval before there can be any indemnification where the
person seeking indemnification has been found liable to the
corporation. The statute provides that it is not exclusive of
other indemnification that may be granted by a
corporations charter, by-laws, disinterested director
vote, stockholder vote, agreement, or otherwise.
El Paso
Article 10 of El Pasos second amended and
restated certificate of incorporation provides that to the full
extent that the DGCL, as it now exists or may hereafter be
amended, permits the limitation or elimination of the liability
of directors, a director of El Paso shall not be liable to
El Paso or its stockholders for monetary damages for breach
of fiduciary duty as a director. Any amendment to or repeal of
such Article 10 shall not adversely affect any right or
protection of a director of El Paso for or with respect to
any acts or omissions of such director occurring prior to such
amendment or repeal.
II-1
Article X of the by-laws of El Paso requires
indemnification to the full extent permitted under Delaware law
as from time to time in effect. Subject to any restrictions
imposed by Delaware law, the by-laws of El Paso provide an
unconditional right to indemnification for all expense,
liability, and loss (including attorneys fees, judgments,
fines, ERISA excise taxes, or penalties and amounts paid in
settlement) actually and reasonably incurred or suffered by any
person in connection with any actual or threatened proceeding by
reason of the fact that such person is or was serving as a
director or officer of El Paso, such person or is or was
serving at the request of El Paso as a director, officer,
employee or agent of another corporation or of a partnership,
joint venture, trust, or other enterprise, including service
with respect to an employee benefit plan. The by-laws of
El Paso also provide that El Paso may, by action of
its board of directors, provide indemnification to its employees
and agents with the same scope and effect as the foregoing
indemnification of directors and officers.
El Paso maintains directors and officers
liability insurance which provides for payment, on behalf of the
directors and officers of El Paso and its subsidiaries, of
certain losses of such persons (other than matters uninsurable
under law) arising from claims, including claims arising under
the Securities Act of 1933, as amended, for acts or omissions by
such persons while acting as directors or officers of
El Paso
and/or
its
subsidiaries, as the case may be.
El Paso has entered into indemnification agreements with
each member of its Board of Directors and certain officers,
including each of the executives named in El Pasos
proxy statement. These agreements reiterate the rights to
indemnification that are provided to El Pasos
directors and certain officers under El Pasos
by-laws, clarify procedures related to those rights, and provide
that such rights are also available to fiduciaries under certain
of El Pasos employee benefit plans. As is the case
under the by-laws, the agreements provide for indemnification to
the full extent permitted by Delaware law, including the right
to be paid the reasonable expenses (including attorneys
fees) incurred in defending a proceeding related to service as a
director, officer or fiduciary in advance of that
proceedings final disposition. El Paso may maintain
insurance, enter into contracts, create a trust fund or use
other means available to provide for indemnity payments and
advances. In the event of a change in control of El Paso
(as defined in the indemnification agreements), El Paso is
obligated to pay the costs of independent legal counsel who will
provide advice concerning the rights of each director and
officer to indemnity payments and advances.
CIIC
Article Seventh of CIICs certificate of incorporation
provides that CIIC shall indemnify its officers and directors to
the full extent permitted by the DGCL. Article Eighth
permits the limitation or elimination of the personal liability
of directors, a director of CIIC shall not be liable to CIIC or
its stockholders for monetary damages for breach of fiduciary
duty as a director, except that a director may be liable
(i) for breach of the directors duty of loyalty to
CIIC or it stockholders, (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing
violation of the law, (iii) under Section 174 of the
DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. Any amendment to or repeal
of such Article Eighth shall not adversely affect any right
or protection of a director of CIIC for or with respect to any
acts or omissions of such director occurring prior to such
amendment or repeal. Article VI of CIIC s by-laws
requires the Company to indemnify to the full extent that it
shall have power under applicable law to do so and in a manner
permitted by such law, any person made or threatened to be made
a party to any threatened, pending or completed action, suit or
proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that such person is or was
serving as a director, officer, employee or agent of CIIC or its
predecessor, or is or was serving at the request of CIIC as a
director, officer, employee or agent of another enterprise.
CIICs by-laws also provide that in the event that the
board of directors or stockholders refuse or fail to provide
indemnity, a person may seek indemnity from CIIC in court and
have the court substitute its judgment as to the propriety of
indemnity, or determine whether indemnity is proper in the
absence of such determination by the board of directors or
stockholders. CIICs by-laws also provide that CIIC may
purchase and maintain insurance on behalf of any person who is a
director, officer, employee or agent of CIIC or its predecessor,
or is or was serving at the request of CIIC as a director,
officer, employee or agent of another enterprise, against any
liability asserted against such person and incurred by such
person in any such capacity,
II-2
or arising out of such persons status as such, whether or
not CIIC would have the power to indemnify such person against
such liability under the provisions of Article VI of
CIICs by-laws or otherwise.
EPNG
Article Seventh of EPNGs amended and restated
certificate of incorporation contains a provision similar to
that of Section 145 of the DGCL. It also provides that to
the full extent that the DGCL, as it now exists or may hereafter
be amended, permits the limitation or elimination of the
liability of directors, a director of EPNG shall not be liable
to EPNG or its stockholders for monetary damages for breach of
fiduciary duty as a director. Any amendment, repeal or
modification of such Article Seventh shall not adversely
affect any right or protection of a director of EPNG for or with
respect to any acts or omissions of such director occurring
prior to such amendment or repeal.
Article VI, Section 4 of EPNGs by-laws requires
indemnification to the full extent permitted under Delaware law
for any person made a party to any action, suit or proceeding,
whether criminal, civil, administrative or investigative, for
expenses actually and reasonably incurred by reason of the fact
that such person or such persons testator or intestate, is
or was serving as a director, officer or employee of EPNG or its
predecessor, or is or was serving at the request of EPNG as a
director, officer or employee of another enterprise. EPNGs
by-laws also provide that in the event that the board of
directors or stockholders refuse or fail to provide indemnity, a
person may seek indemnity from EPNG in court and have the court
substitute its judgment as to the propriety of indemnity, or
determine whether indemnity is proper in the absence of such
determination by the board of directors or stockholders.
TGP
Article Seventh of TGPs amended and restated
certificate of incorporation contains a provision similar to
that of Section 145 of the DGCL. It also provides that to
the full extent that the DGCL, as it now exists or may hereafter
be amended, permits the limitation or elimination of the
liability of directors, a director of TGP shall not be liable to
TGP or its stockholders for monetary damages for breach of
fiduciary duty as a director. Any amendment, repeal or
modification of such Article Seventh shall not adversely
affect any right or protection of a director of TGP for or with
respect to any acts or omissions of such director occurring
prior to such amendment or repeal.
Article VI of TGPs by-laws requires TGP to indemnify
to the full extent that it shall have power under applicable law
to do so and in a manner permitted by such law, any person made
or threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that such
person is or was serving as a director, officer, employee or
agent of TGP or its predecessor, or is or was serving at the
request of TGP as a director, officer, employee or agent of
another enterprise. TGPs by-laws also provide that in the
event that the board of directors or stockholders refuse or fail
to provide indemnity, a person may seek indemnity from TGP in
court and have the court substitute its judgment as to the
propriety of indemnity, or determine whether indemnity is proper
in the absence of such determination by the board of directors
or stockholders. TGPs by-laws also provide that TGP may
purchase and maintain insurance on behalf of any person who is a
director, officer, employee or agent of TGP or its predecessor,
or is or was serving at the request of TGP as a director,
officer, employee or agent of another enterprise, against any
liability asserted against such person and incurred by such
person in any such capacity, or arising out of such
persons status as such, whether or not TGP would have the
power to indemnify such person against such liability under the
provisions of Article VI of TGPs by-laws or otherwise.
SNIC
Article Seventh of Southern Natural Issuing
Corporations certificate of incorporation requires
Southern Natural Issuing Corporation to indemnify its officers
and directors to the full extent permitted by the DGCL, as
amended from time to time. Article Eighth of Southern
Natural Issuing Corporations certificate of incorporation
contains a provision similar to that of Section 145 of the
DGCL. It also provides that to the full extent that the DGCL, as
it now exists or may hereafter be amended, permits the
limitation or elimination of
II-3
the liability of directors, a director of Southern Natural
Issuing Corporation shall not be liable to Southern Issuing
Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director. Any amendment, repeal or
modification of such Article Eighth shall not adversely
affect any right or protection of a director of Southern Natural
Issuing Corporation for or with respect to any acts or omissions
of such director occurring prior to such repeal or modification.
Article VI, Section 4 of Southern Natural Issuing
Corporations by-laws requires indemnification to the full
extent permitted under Delaware law for any person made or
threatened to be made a party to any action, suit or proceeding,
whether criminal, civil, administrative or investigative, by
reason of the fact that such person or such persons
testator or intestate, is or was serving as a director, officer
or employee of Southern Natural Issuing Corporation or its
predecessor. Southern Natural Issuing Corporations by-laws
also provide that in the event that the board of directors or
stockholders refuse or fail to provide indemnity, a person may
seek indemnity from Southern Natural Issuing Corporation in
court and have the court substitute its judgment as to the
propriety of indemnity, or determine whether indemnity is proper
in the absence of such determination by the board of directors
or stockholders of Southern Natural Issuing Corporation.
Certain directors and officers of CIIC, EPNG, SNIC and TGP are
directors, officers
and/or
employees of El Paso.
Partnerships
Section 15-103(e)
of the Delaware Revised Uniform Partnership Act (the
DRUPA) provides that a partner or other person shall
not be liable to a partnership or to another partner or to
another person that is a party to or is otherwise bound by a
partnership agreement for breach of fiduciary duty for the
partners or other persons good faith reliance on the
provisions of the partnership agreement.
Section 15-103(f)
of the DRUPA provides that a partnership agreement may provide
for the limitation or elimination of any and all liabilities for
breach of contract and breach of duties (including fiduciary
duties) of a partner or other person to a partnership or to
another partner or another person that is a party to or is
otherwise bound by a partnership agreement; provided, that a
partnership agreement may not limit or eliminate liability for
any act or omission that constitutes a bad faith violation of
the implied contractual covenant of good faith and fair dealing.
Section 15-110
of the DRUPA provides that subject to such standards and
restrictions, if any, as are set forth in its partnership
agreement, a partnership may, and shall have the power to,
indemnify and hold harmless any partners or other person from
and against any and all claims and demands whatsoever.
CIG
Section 3.8 of CIGs General Partnership Agreement
contains a similar limitation of liabilities of partners,
whereby expect as otherwise provided by DRUPA, no partner shall
be liability to third persons for partnership losses, deficits,
liabilities or obligations, except as otherwise expressly agreed
to in writing by such partner, unless the assets of the
partnership shall have first been exhausted.
Section 6.2(a)(iv) of CIGs General Partnership
Agreement provides that each member of the management committee
of CIG shall be an agent of, shall represent, and shall owe
duties only to the partner that designated the representative,
and, to the extent permitted by law, shall not owe any duty
(fiduciary or otherwise) to the partnership, any other partner
or representative or any officer or employee of the partnership.
The partnership will also indemnify, to the fullest extent
permitted by law, protect, defend, release and hold harmless
each representative from and against any claims asserted by or
on behalf of any person (including another partner), other than
the partner that designated the representative, that arise out
of, related to or are otherwise attributable to, directly or
indirectly, the representatives service on the management
committee of the partnership. Section 6.5 of the CIG
General Partnership Agreement provides that, to the fullest
extent permitted by law, each partner shall indemnify, protect,
defend, release and hold harmless each other partner, its
affiliates, and its and their respective directors, officers,
trustees, employees and agents from and against any claims
asserted by or on behalf of any person (including another
partner) that result from a breach by the indemnifying partner
of CIGs General Partnership Agreement;
provided,
however
, that Section 6.5 shall not (a) apply to
any claim or other matter for
II-4
which a partner has no liability or duty, or is indemnified or
release, or (b) hold the indemnified person harmless from
special, consequential or exemplary damages, except in the case
where the indemnified person is legally obligated to pay such
damages to another person.
SNG
Section 3.8 of SNGs General Partnership Agreement
contains a similar limitation of liabilities of partners,
whereby expect as otherwise provided by DRUPA, no partner shall
be liability to third persons for partnership losses, deficits,
liabilities or obligations, except as otherwise expressly agreed
to in writing by such partner, unless the assets of the
partnership shall have first been exhausted.
Section 6.2(a)(iv) of SNGs General Partnership
Agreement provides that each member of the management committee
of SNG shall be an agent of, shall represent, and shall owe
duties only to the partner that designated the representative,
and, to the extent permitted by law, shall not owe any duty
(fiduciary or otherwise) to the partnership, any other partner
or representative or any officer or employee of the partnership.
The partnership will also indemnify, to the fullest extent
permitted by law, protect, defend, release and hold harmless
each representative from and against any claims asserted by or
on behalf of any person (including another partner), other than
the partner that designated the representative, that arise out
of, related to or are otherwise attributable to, directly or
indirectly, the representatives service on the management
committee of the partnership. Section 6.5 of the SNG
General Partnership Agreement provides that, to the fullest
extent permitted by law, each partner shall indemnify, protect,
defend, release and hold harmless each other partner, its
affiliates, and its and their respective directors, officers,
trustees, employees and agents from and against any claims
asserted by or on behalf of any person (including another
partner) that result from a breach by the indemnifying partner
of SNGs General Partnership Agreement;
provided,
however
, that Section 6.5 shall not (a) apply to
any claim or other matter for which a partner has no liability
or duty, or is indemnified or release, or (b) hold the
indemnified person harmless from special, consequential or
exemplary damages, except in the case where the indemnified
person is legally obligated to pay such damages to another
person.
Certain management committee members and officers of CIG and SNG
are directors, officers
and/or
employees of El Paso.
In reviewing the agreements included as exhibits to this
registration statement, please remember that they are included
to provide you with information regarding their terms and are
not intended to provide any other factual or disclosure
information about the registrants or the other parties to the
agreements. The agreements may contain representations and
warranties by the parties to the agreements, including the
registrants. These representations and warranties have been made
solely for the benefit of the other parties to the applicable
agreement and:
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should not in all instances be treated as categorical statements
of fact, but rather as a way of allocating the risk to one of
the parties if those statements prove to be inaccurate;
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may have been qualified by disclosures that were made to the
other party in connection with the negotiation of the applicable
agreement, which disclosures are not necessarily reflected in
the agreement;
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may apply standards of materiality in a way that is different
from what may be viewed as material to you or other
investors; and
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were made only as of the date of the applicable agreement or
such other date or dates as may be specified in the agreement
and are subject to more recent developments.
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Accordingly, these representations and warranties may not
describe the actual state of affairs as of the date they were
made or at any other time.
II-5
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Exhibit
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No.
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Exhibit
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**1.A
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Form of El Paso debt securities Underwriting Agreement
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**1.B
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Form of El Paso equity securities Underwriting Agreement
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**1.C
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Form of Underwriting Agreement related to El Paso Purchase
Contracts, Warrants or Units
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**1.D
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Form of Underwriting Agreement related to CIG, EPNG, SNG or TGP
debt securities
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3.A
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Second Amended and Restated Certificate of Incorporation of
El Paso (incorporated by reference to Exhibit 3.A to
El Pasos Current Report on
Form 8-K
filed May 31, 2005)
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3.B
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By-laws of El Paso effective as of December 6, 2007
(incorporated by reference to Exhibit 3.B to
El Pasos Current Report on
Form 8-K
filed December 6, 2007)
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3.C
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CIG Certificate of Conversion (incorporated by reference to
Exhibit 4.A to CIGs Form
8-K
filed
November 7, 2007)
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3.D
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CIG Statement of Partnership Existence (incorporated by
reference to Exhibit 4.B to CIGs
Form 8-K
filed November 7, 2007)
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3.E
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CIG General Partnership Agreement dated November 1, 2007
(incorporated by reference to Exhibit 4.C to CIGs
Form 8-K
filed November 7, 2007)
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3.F
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EPNG Restated Certificate of Incorporation dated April 8,
2003 (incorporated by reference to Exhibit 3.A to
EPNGs Quarterly Report on
Form 10-Q
for the period ended June 30, 2003)
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3.G
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EPNG By-laws dated June 24, 2002 (incorporated by reference
to Exhibit 3.B to EPNGs Annual Report on
Form 10-K
for the year ended December 31, 2007)
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3.H
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SNG Certificate of Conversion (incorporated by reference to
Exhibit 3.A to SNGs Current Report on
Form 8-K
filed November 7, 2007)
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3.I
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SNG Statement of Partnership Existence (incorporated by
reference to Exhibit 3.B to SNGs Current Report on
Form 8-K
filed November 7, 2007)
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3.J
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SNG General Partnership Agreement dated November 1, 2007
(Exhibit 3.C to SNGs Current Report on
Form 8-K
filed November 7, 2007)
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3.K
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First Amendment to the General Partnership Agreement of Southern
Natural Gas Company, dated September 30, 2008
(Exhibit 3.A to SNGs Current Report on Form 8-K
field October 6, 2008)
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3.L
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TGP Restated Certificate of Incorporation dated May 11,
1999 (incorporated by reference to Exhibit 3.A to
TGPs Annual Report on
Form 10-K
for the year ended December 31, 2004)
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3.M
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TGP By-laws dated as of June 2, 2008 (incorporated by
reference to Exhibit 3.B to TGPs Annual Report on
Form 10-K
for the year ended December 31, 2008)
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***3.N
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CIIC Certificate of Incorporation dated October 23, 2007
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***3.O
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CIIC By-laws dated as of June 2, 2008
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3.P
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SNIC Certificate of Incorporation dated October 23, 2007
(incorporated by reference to Exhibit 3.C to SNICs
Amendment No. 1 to Registration Statement on
Form S-4
(Registration No. 333-146250) filed October 25, 2007)
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3.Q
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SNIC By-laws dated as of October 23, 2007 (incorporated by
reference to Exhibit 3.D to SNICs Amendment
No. 1 to Registration Statement on
Form S-4
(Registration No. 333-146250) filed October 25, 2007)
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4.A
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Certificate of Designations of 4.99% Convertible Perpetual
Preferred Stock of El Paso (incorporated by reference to
Exhibit 3.A to El Pasos Current Report on
Form 8-K
filed May 31, 2005)
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4.B
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Senior Debt Securities Indenture, dated as of May 10, 1999,
by and between El Paso and HSBC Bank USA, National
Association (as
successor-in-interest
to JPMorgan Chase Bank, formerly The Chase Manhattan Bank), as
Trustee (including form of senior security) (incorporated by
reference to Exhibit 4.A of El Pasos Annual
Report on
Form 10-K
for the year ended December 31, 2004)
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*4.C
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Form of Subordinated Indenture of El Paso Corporation
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**4.D
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Form of Purchase Contract Agreement
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**4.E
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Form of Pledge Agreement
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**4.F
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Form of Warrant Agreement (including form of Warrant Certificate)
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**4.G
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Form of Unit Agreement (including form of Unit Certificate)
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II-6
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Exhibit
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No.
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Exhibit
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4.H
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Indenture dated as of June 27, 1997 between Colorado
Interstate Gas Company and The Bank of New York Mellon
Trust Company, N.A. (formerly named The Bank of New York
Trust Company, N.A.) (successor to Harris Trust and Savings
Bank), as trustee (incorporated by reference to Exhibit 4.A
to CIGs Annual Report on
Form 10-K
for the year ended December 31, 2004); Second Supplemental
Indenture dated as of March 9, 2005 between Colorado
Interstate Gas Company and The Bank of New York Mellon
Trust Company, N.A., as trustee (incorporated by reference
to Exhibit 4.A to CIGs Current Report on
Form 8-K
filed March 14, 2005); Third Supplemental Indenture dated
as of November 1, 2005 between Colorado Interstate Gas
Company and The Bank of New York Mellon Trust Company,
N.A., as trustee (incorporated by reference to Exhibit 4.A
to CIGs Current Report on
Form 8-K
filed November 2, 2005); Fourth Supplemental Indenture
dated as of October 15, 2007 between Colorado Interstate
Gas Company and The Bank of New York Mellon Trust Company,
N.A., as trustee (incorporated by reference to Exhibit 4.A
to CIGs Current Report on
Form 8-K
filed October 16, 2007); Fifth Supplemental Indenture dated
as of November 1, 2007 among Colorado Interstate Gas
Company, Colorado Interstate Issuing Corporation, and The Bank
of New York Mellon Trust Company, N.A., as trustee
(incorporated by reference to Exhibit 4.A to CIGs
Current Report on
Form 8-K
filed November 7, 2007)
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4.I
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Indenture dated as of November 13, 1996 between
El Paso Natural Gas Company and Wilmington
Trust Company (as successor to JPMorgan Chase Bank,
formerly known as The Chase Manhattan Bank), as trustee,
(incorporated by reference to Exhibit 4.B to EPNGs
Annual Report on
Form 10-K
for the year ended December 31, 2004); First Supplemental
Indenture dated as of June 10, 2002 between El Paso
Natural Gas Company and Wilmington Trust Company, as
trustee (incorporated by reference to Exhibit 4.D to
EPNGs Annual Report on
Form 10-K
for the year ended December 31, 2008)
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4.J
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Indenture dated as of June 1, 1987 between Southern Natural
Gas Company and Wilmington Trust Company (as successor to
JPMorgan Chase Bank, formerly known as The Chase Manhattan
Bank), as trustee (incorporated by reference to Exhibit 4.A
to SNGs Annual Report on
Form 10-K
for the year ended December 31, 2006); First Supplemental
Indenture dated as of September 30, 1997 between Southern
Natural Gas Company and Wilmington Trust Company
(incorporated by reference to Exhibit 4.A.1 to SNGs
Annual Report on
Form 10-K
for the year ended December 31, 2006); Fourth Supplemental
Indenture dated as of May 4, 2007 among Southern Natural
Gas Company, Wilmington Trust Company (solely with respect
to certain portions thereof) and The Bank of New York Mellon
Trust Company, N.A. (formerly named The Bank of New York
Trust Company, N.A.) (incorporated by reference to
Exhibit 4.C to SNGs Quarterly Report on
Form 10-Q
for the period ended March 31, 2007); Fifth Supplemental
Indenture dated as of October 15, 2007 among Southern
Natural Gas Company, Wilmington Trust Company, as trustee,
and The Bank of New York Mellon Trust Company, N.A., as
series trustee (incorporated by reference to Exhibit 4.A to
SNGs Current Report on
Form 8-K
filed October 16, 2007); Sixth Supplemental Indenture dated
as of November 1, 2007 among Southern Natural Gas Company,
Southern Natural Issuing Corporation, Wilmington
Trust Company, as trustee, and The Bank of New York Mellon
Trust Company, N.A., as series trustee (incorporated by
reference to Exhibit 4.A to SNGs Current Report on
Form 8-K
filed November 7, 2007)
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4.K
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Indenture dated as of March 4, 1997 between Tennessee Gas
Pipeline Company and Wilmington Trust Company (as successor
to JPMorgan Chase Bank, formerly known as The Chase Manhattan
Bank), as trustee (incorporated by reference to Exhibit 4.A
to TGPs Annual Report on
Form 10-K
for the year ended December 31, 2005); Fifth Supplemental
Indenture dated as of June 10, 2002 between Tennessee Gas
Pipeline Company and Wilmington Trust Company, as trustee
(incorporated by reference to Exhibit 4.1 to TGPs
Current Report on
Form 8-K
filed June 10, 2002); Sixth Supplemental Indenture dated
January 27, 2009 between Tennessee Gas Pipeline Company and
Wilmington Trust Company, as trustee (incorporated by reference
to Exhibit 4.A to TGPs Current Report on
Form 8-K
filed January 29, 2009)
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*5.A
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Opinion of Bracewell & Giuliani LLP as to the legality
of the securities being registered
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**8.A
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Opinion of Bracewell & Giuliani LLP as to certain
federal income tax matters
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12.A
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Computation of Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends for El Paso (incorporated by reference
to Exhibit 12 of El Pasos Annual Report on Form
10-K
for the
year ended December 31, 2008)
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***12.B
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Computation of Ratio of Earnings to Fixed Charges for CIG
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***12.C
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Computation of Ratio of Earnings to Fixed Charges for EPNG
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***12.D
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Computation of Ratio of Earnings to Fixed Charges for SNG
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***12.E
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Computation of Ratio of Earnings to Fixed Charges for TGP
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*23.A
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Consent of Ernst & Young LLP
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*23.B
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Consent of PricewaterhouseCoopers LLP
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*23.C
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Consent of Bracewell & Giuliani LLP (included in
Exhibit 5.A)
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II-7
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Exhibit
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No.
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Exhibit
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***23.D
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Consent of Ryder Scott Company, L.P.
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***24.A
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El Paso Power of Attorney
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***24.B
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CIG Power of Attorney
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***24.C
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CIIC Power of Attorney
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***24.D
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EPNG Power of Attorney
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***24.E
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SNG Power of Attorney
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***24.F
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SNIC Power of Attorney
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***24.G
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TGP Power of Attorney
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***25.A
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Form T-1
Statement of Eligibility and Qualification of HSBC Bank USA,
National Association respecting the Senior Indenture of
El Paso
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***25.B
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Form T-1
Statement of Eligibility and Qualification of HSBC Bank USA,
National Association respecting the Subordinated Indenture of
El Paso
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***25.C
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Form T-1
Statement of Eligibility and Qualification of Bank of New York
Trust Company, N.A. respecting the Indenture of CIG
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***25.D
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Form T-1
Statement of Eligibility and Qualification of Wilmington
Trust Company respecting the Indenture of EPNG
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***25.E
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Form T-1
Statement of Eligibility and Qualification of Wilmington
Trust Company respecting the Indenture of SNG
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***25.F
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Form T-1
Statement of Eligibility and Qualification of Wilmington
Trust Company respecting the Indenture of TGP
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*
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Filed herewith.
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**
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To be filed as an exhibit to a Current Report on
Form 8-K
in connection with or prior to a specific offering.
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(a) Each of the undersigned registrants hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the Calculation of
Registration Fee table in the effective registration
statement; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and
(a)(1)(iii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission
by the registrants pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement, or
is contained in a form of prospectus filed pursuant to
Rule 424(b) that is part of the registration statement.
II-8
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under
the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the registrants pursuant to
Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration
statement; and
(ii) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii) or
(x) for the purpose of providing the information required
by section 10(a) of the Securities Act of 1933 shall be
deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first
used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus.
As provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however , that no
statement made in a registration statement or prospectus that is
part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective
date.
(5) That, for the purpose of determining liability of the
registrants under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities, the undersigned
registrants undertake that in a primary offering of securities
of the undersigned registrants pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, each of the undersigned registrants will be a
seller to the purchaser and will be considered to offer or sell
such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrants relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of such undersigned registrants or used
or referred to by the undersigned registrants;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrants or its securities provided by or on
behalf of the undersigned registrants; and
(iv) Any other communication that is an offer in the
offering made by the undersigned registrants to the purchaser.
(b) The undersigned registrants hereby undertake that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of El Paso Corporations annual
report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plans annual report pursuant
to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new
II-9
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrants hereby undertake to file an
application for the purpose of determining the eligibility of
the trustee to act under subsection (a) of Section 310
of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under
Section 305(b)(2) of the Trust Indenture Act.
(d) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrants
pursuant to the foregoing provisions, or otherwise, the
registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrants of expenses incurred or paid by a director,
officer or controlling person of the registrants in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrants
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
II-10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Houston,
state of Texas on April 13, 2009.
EL PASO CORPORATION
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By:
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/s/
DOUGLAS
L. FOSHEE
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Douglas L. Foshee
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment No. 1 to the Registration Statement
has been signed below by the following persons in the capacities
as indicated on April 13, 2009.
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Signature
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Title
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*
Douglas
L. Foshee
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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*
D.
Mark Leland
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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*
John
R. Sult
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Senior Vice President and Controller
(Principal Accounting Officer)
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*
Ronald
L. Kuehn, Jr.
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Chairman of the Board
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*
Juan
Carlos Braniff
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Director
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*
James
L. Dunlap
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Director
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*
Robert
W. Goldman
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Director
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*
Anthony
W. Hall, Jr.
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Director
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*
Thomas
R. Hix
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Director
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*
William
H. Joyce
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Director
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II-11
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Signature
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Title
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*
Ferrell
P. Mcclean
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Director
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*
Steven
J. Shapiro
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Director
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*
J.
Michael Talbert
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Director
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*
Robert
F. Vagt
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Director
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*
John
L. Whitmire
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Director
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*
Joe
B. Wyatt
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Director
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*By:
/s/ ROBERT
W. BAKER
Robert
W. Baker
Attorney-in-Fact
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II-12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Houston,
state of Texas on April 13, 2009.
COLORADO INTERSTATE GAS COMPANY
James J. Cleary
President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment No. 1 to the Registration Statement
has been signed below by the following persons in the capacities
as indicated on April 13, 2009.
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Signature
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Title
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*
James
J. Cleary
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President and Management Committee Member
(Principal Executive Officer)
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*
John
R. Sult
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Senior Vice President, Chief Financial Officer and Controller
(Principal Accounting and Financial Officer)
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*
James
C. Yardley
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Management Committee Member
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*
Daniel
B. Martin
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Senior Vice President and Management Committee Member
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*
Thomas
L. Price
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Vice President and Management Committee Member
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*By:
ROBERT
W. BAKER
Robert
W. Baker
Attorney-in-Fact
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II-13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Houston,
state of Texas on April 13, 2009.
COLORADO INTERSTATE ISSUING CORPORATION
James J. Cleary
President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been
signed below by the following persons in the capacities
indicated for Colorado Interstate Issuing Corporation on
April 13, 2009:
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Signature
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Title
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*
James
J. Cleary
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President and Director
(Principal Executive Officer)
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*
John
R. Sult
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Senior Vice President, Chief Financial Officer and Controller
(Principal Accounting and Financial Officer)
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*
James
C. Yardley
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Chairman of the Board and Director
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*
Daniel
B. Martin
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Senior Vice President and Director
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*
Thomas
L. Price
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Vice President and Director
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*By:
ROBERT
W. BAKER
Robert
W. Baker
Attorney-in-Fact
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II-14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Houston,
state of Texas on April 13, 2009.
EL PASO NATURAL GAS COMPANY
James J. Cleary
President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment No. 1 to the Registration Statement
has been signed below by the following persons in the capacities
as indicated on April 13, 2009.
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Signature
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Title
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*
James
J. Cleary
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President and Director
(Principal Executive Officer)
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*
John
R. Sult
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Senior Vice President, Chief Financial Officer and Controller
(Principal Accounting and Financial Officer)
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*
James
C. Yardley
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Chairman of the Board
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*
Daniel
B. Martin
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Senior Vice President and Director
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*
Thomas
L. Price
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Vice President and Director
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*By:
ROBERT
W. BAKER
Robert
W. Baker
Attorney-in-Fact
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II-15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Houston,
state of Texas on April 13, 2009.
SOUTHERN NATURAL GAS COMPANY
James C. Yardley
President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment No. 1 to the Registration Statement
has been signed below by the following persons in the capacities
as indicated on April 13, 2009.
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Signature
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Title
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*
James
C. Yardley
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President and Management Committee Member
(Principal Executive Officer)
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*
John
R. Sult
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Senior Vice President, Chief Financial Officer and Controller
(Principal Accounting and Financial Officer)
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*
Daniel
B. Martin
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Senior Vice President and Management Committee Member
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*
Norman
G. Holmes
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Senior Vice President, Chief Commercial Officer and Management
Committee Member
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*
Michael
J. Varagona
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Vice President and Management Committee Member
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*By:
ROBERT
W. BAKER
Robert
W. Baker
Attorney-in-Fact
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II-16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Houston,
state of Texas on April 13, 2009.
SOUTHERN NATURAL ISSUING CORPORATION
James C. Yardley
President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been
signed below by the following persons in the capacities
indicated for Southern Natural Issuing Corporation on
April 13, 2009:
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Signature
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Title
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*
James
C. Yardley
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Chairman of the Board and President
(Principal Executive Officer)
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*
John
R. Sult
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Senior Vice President, Chief Financial Officer and Controller
(Principal Accounting and Financial Officer)
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*
Daniel
B. Martin
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Senior Vice President and Director
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*
Norman
G. Holmes
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Senior Vice President, Chief Commercial Officer and Director
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*By:
ROBERT
W. BAKER
Robert
W. Baker
Attorney-in-Fact
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II-17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Houston,
state of Texas on April 13, 2009.
TENNESSEE GAS PIPELINE COMPANY
James C. Yardley
President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by
the following persons in the capacities as indicated on
April 13, 2009.
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Signature
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Title
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*
James
C. Yardley
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Chairman of the Board and President
(Principal Executive Officer)
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*
John
R. Sult
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Senior Vice President, Chief Financial Officer and Controller
(Principal Accounting and Financial Officer)
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*
Daniel
B. Martin
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Senior Vice President and Director
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*
Bryan
W. Neskora
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Senior Vice President, Chief Commercial Officer and Director
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*By:
ROBERT
W. BAKER
Robert
W. Baker
Attorney-in-Fact
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II-18
EXHIBIT LIST
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Exhibit
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No.
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Exhibit
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**1
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.A
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Form of El Paso debt securities Underwriting Agreement
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**1
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.B
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Form of El Paso equity securities Underwriting Agreement
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**1
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.C
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Form of Underwriting Agreement related to El Paso Purchase
Contracts, Warrants or Units
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**1
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.D
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Form of Underwriting Agreement related to CIG, EPNG, SNG or TGP
debt securities
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3
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.A
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Second Amended and Restated Certificate of Incorporation of
El Paso (incorporated by reference to Exhibit 3.A to
El Pasos Current Report on
Form 8-K
filed May 31, 2005)
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3
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.B
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By-laws of El Paso effective as of December 6, 2007
(incorporated by reference to Exhibit 3.B to
El Pasos Current Report on
Form 8-K
filed December 6, 2007)
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3
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.C
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CIG Certificate of Conversion (incorporated by reference to
Exhibit 4.A to CIGs
Form 8-K
filed November 7, 2007)
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3
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.D
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CIG Statement of Partnership Existence (incorporated by
reference to Exhibit 4.B to CIGs
Form 8-K
filed November 7, 2007)
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3
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.E
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CIG General Partnership Agreement dated November 1, 2007
(incorporated by reference to Exhibit 4.C to CIGs
Form 8-K
filed November 7, 2007)
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3
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.F
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EPNG Restated Certificate of Incorporation dated April 8,
2003 (incorporated by reference to Exhibit 3.A to
EPNGs Quarterly Report on
Form 10-Q
for the period ended June 30, 2003)
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3
|
.G
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EPNG By-laws dated June 24, 2002 (incorporated by reference
to Exhibit 3.B to EPNGs Annual Report on
Form 10-K
for the year ended December 31, 2007)
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3
|
.H
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SNG Certificate of Conversion (incorporated by reference to
Exhibit 3.A to SNGs Current Report on
Form 8-K
filed November 7, 2007)
|
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3
|
.I
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|
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SNG Statement of Partnership Existence (incorporated by
reference to Exhibit 3.B to SNGs Current Report on
Form 8-K
filed November 7, 2007)
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3
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.J
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SNG General Partnership Agreement dated November 1, 2007
(Exhibit 3.C to SNGs Current Report on
Form 8-K
filed with the SEC on November 7, 2007)
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3
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.K
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First Amendment to the General Partnership Agreement of Southern
Natural Gas Company, dated September 30, 2008
(Exhibit 3.A to SNGs Current Report on
Form 8-K
filed October 6, 2008)
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3
|
.L
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|
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TGP Restated Certificate of Incorporation dated May 11,
1999 (incorporated by reference to Exhibit 3.A to
TGPs Annual Report on
Form 10-K
for the year ended December 31, 2004)
|
|
3
|
.M
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|
|
|
TGP By-laws dated as of June 2, 2008 (incorporated by
reference to Exhibit 3.B to TGPs Annual Report on
Form 10-K
for the year ended December 31, 2008)
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***3
|
.N
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CIIC Certificate of Incorporation dated October 23, 2007
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***3
|
.O
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CIIC By-laws dated as of June 2, 2008
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3
|
.P
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|
|
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SNIC Certificate of Incorporation dated October 23, 2007
(incorporated by reference to Exhibit 3.C to SNICs
Amendment No. 1 to Registration Statement on
Form S-4
(Registration No. 333-146250) filed October 25, 2007)
|
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3
|
.Q
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|
|
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SNIC By-laws dated as of October 23, 2007 (incorporated by
reference to Exhibit 3.D to SNICs Amendment
No. 1 to Registration Statement on
Form S-4
(Registration No. 333-146250) filed October 25, 2007)
|
|
4
|
.A
|
|
|
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Certificate of Designations of 4.99% Convertible Perpetual
Preferred Stock of El Paso (incorporated by reference to
Exhibit 3.A to El Pasos Current Report on
Form 8-K
filed May 31, 2005)
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|
4
|
.B
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|
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Senior Debt Securities Indenture, dated as of May 10, 1999,
by and between El Paso and HSBC Bank USA, National
Association (as
successor-in-interest
to JPMorgan Chase Bank, formerly The Chase Manhattan Bank), as
Trustee (including form of senior security) (incorporated by
reference to Exhibit 4.A of El Pasos Annual
Report on
Form 10-K
for the year ended December 31, 2004)
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*4
|
.C
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|
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Form of Subordinated Indenture of El Paso Corporation
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**4
|
.D
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|
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Form of Purchase Contract Agreement
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**4
|
.E
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|
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Form of Pledge Agreement
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**4
|
.F
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|
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Form of Warrant Agreement (including form of Warrant Certificate)
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**4
|
.G
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|
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Form of Unit Agreement (including form of Unit Certificate)
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Exhibit
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No.
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|
Exhibit
|
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|
4
|
.H
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Indenture dated as of June 27, 1997 between Colorado
Interstate Gas Company and The Bank of New York Mellon
Trust Company, N.A. (formerly named The Bank of New York
Trust Company, N.A.) (successor to Harris Trust and Savings
Bank), as trustee (incorporated by reference to Exhibit 4.A
to CIGs Annual Report on
Form 10-K
for the year ended December 31, 2004); Second Supplemental
Indenture dated as of March 9, 2005 between Colorado
Interstate Gas Company and The Bank of New York Mellon
Trust Company, N.A., as trustee (incorporated by reference
to Exhibit 4.A to CIGs Current Report on
Form 8-K
filed March 14, 2005); Third Supplemental Indenture dated
as of November 1, 2005 between Colorado Interstate Gas
Company and The Bank of New York Mellon Trust Company,
N.A., as trustee (incorporated by reference to Exhibit 4.A
to CIGs Current Report on
Form 8-K
filed November 2, 2005); Fourth Supplemental Indenture
dated October 15, 2007 between Colorado Interstate Gas
Company and The Bank of New York Mellon Trust Company,
N.A., as trustee (incorporated by reference to Exhibit 4.A
to CIGs Current Report on
Form 8-K
filed October 16, 2007); Fifth Supplemental Indenture dated
as of November 1, 2007 among Colorado Interstate Gas
Company, Colorado Interstate Issuing Corporation, and The Bank
of New York Mellon Trust Company, N.A., as trustee
(incorporated by reference to Exhibit 4.A to CIGs
Current Report on
Form 8-K
filed November 7, 2007)
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4
|
.I
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|
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|
Indenture dated as of November 13, 1996 between
El Paso Natural Gas Company and Wilmington
Trust Company (as successor to JPMorgan Chase Bank,
formerly known as The Chase Manhattan Bank), as trustee,
(incorporated by reference to Exhibit 4.B to EPNGs
Annual Report on
Form 10-K
for the year ended December 31, 2004); First Supplemental
Indenture dated as of June 10, 2002 between El Paso
Natural Gas Company and Wilmington Trust Company, as
trustee, (incorporated by reference to Exhibit 4.D to
EPNGs Annual Report on
Form 10-K
for the year ended December 31, 2008)
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4
|
.J
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|
|
|
Indenture dated as of June 1, 1987 between Southern Natural
Gas Company and Wilmington Trust Company (as successor to
JPMorgan Chase Bank, formerly known as The Chase Manhattan
Bank), as trustee (incorporated by reference to Exhibit 4.A
to SNGs Annual Report on
Form 10-K
for the year ended December 31, 2006); First Supplemental
Indenture dated as of September 30, 1997 between Southern
Natural Gas Company and Wilmington Trust Company
(incorporated by reference to Exhibit 4.A.1 to SNGs
Annual Report on
Form 10-K
for the year ended December 31, 2006); Fourth Supplemental
Indenture dated as of May 4, 2007 among Southern Natural
Gas Company, Wilmington Trust Company (solely with respect
to certain portions thereof) and The Bank of New York Mellon
Trust Company, N.A. (formerly named The Bank of New York
Trust Company, N.A.) (incorporated by reference to
Exhibit 4.C to SNGs Quarterly Report on
Form 10-Q
for the period ended March 31, 2007); Fifth Supplemental
Indenture dated as of October 15, 2007 among Southern
Natural Gas Company, Wilmington Trust Company, as trustee,
and The Bank of New York Mellon Trust Company, N.A., as
series trustee, (incorporated by reference to Exhibit 4.A
to SNGs Current Report on
Form 8-K
filed October 16, 2007); Sixth Supplemental Indenture dated
as of November 1, 2007 among Southern Natural Gas Company,
Southern Natural Issuing Corporation, Wilmington
Trust Company, as trustee, and The Bank of New York Mellon
Trust Company, N.A., as series trustee (incorporated by
reference to Exhibit 4.A to SNGs Current Report on
Form 8-K
filed November 7, 2007)
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4
|
.K
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|
|
|
Indenture dated as of March 4, 1997 between Tennessee Gas
Pipeline Company and Wilmington Trust Company (as successor
to JPMorgan Chase Bank, formerly known as The Chase Manhattan
Bank), as trustee (incorporated by reference to Exhibit 4.A
to TGPs Annual Report on
Form 10-K
for the year ended December 31, 2005); Fifth Supplemental
Indenture dated as of June 10, 2002 between Tennessee Gas
Pipeline Company and Wilmington Trust Company, as trustee
(incorporated by reference to Exhibit 4.1 to TGPs
Current Report on
Form 8-K
filed June 10, 2002); Sixth Supplemental Indenture dated
January 27, 2009 between Tennessee Gas Pipeline Company and
Wilmington Trust Company, as trustee (incorporated by reference
to Exhibit 4.A to TGPs Current Report on
Form 8-K
filed January 29, 2009).
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*5
|
.A
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|
|
|
Opinion of Bracewell & Giuliani LLP as to the legality
of the securities being registered
|
|
**8
|
.A
|
|
|
|
Opinion of Bracewell & Giuliani LLP as to certain
federal income tax matters
|
|
12
|
.A
|
|
|
|
Computation of Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends for El Paso (incorporated by
reference to Exhibit 12 of El Pasos Annual
Report on
Form 10-K
for the year ended December 31, 2008)
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|
**12
|
.B
|
|
|
|
Computation of Ratio of Earnings to Fixed Charges for CIG
|
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**12
|
.C
|
|
|
|
Computation of Ratio of Earnings to Fixed Charges for EPNG
|
|
**12
|
.D
|
|
|
|
Computation of Ratio of Earnings to Fixed Charges for SNG
|
|
**12
|
.E
|
|
|
|
Computation of Ratio of Earnings to Fixed Charges for TGP
|
|
*23
|
.A
|
|
|
|
Consent of Ernst & Young LLP
|
|
*23
|
.B
|
|
|
|
Consent of PricewaterhouseCoopers LLP
|
|
*23
|
.C
|
|
|
|
Consent of Bracewell & Giuliani LLP (included in
Exhibit 5.A)
|
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***23
|
.D
|
|
|
|
Consent of Ryder Scott Company, L.P.
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|
|
|
|
|
|
|
Exhibit
|
|
|
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No.
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|
|
|
Exhibit
|
|
|
***24
|
.A
|
|
|
|
El Paso Power of Attorney
|
|
***24
|
.B
|
|
|
|
CIG Power of Attorney
|
|
***24
|
.C
|
|
|
|
CIIC Power of Attorney
|
|
***24
|
.D
|
|
|
|
EPNG Power of Attorney
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|
***24
|
.E
|
|
|
|
SNG Power of Attorney
|
|
***24
|
.F
|
|
|
|
SNIC Power of Attorney
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|
***24
|
.G
|
|
|
|
TGP Power of Attorney
|
|
***25
|
.A
|
|
|
|
Form T-1
Statement of Eligibility and Qualification of HSBC Bank USA,
National Association respecting the Senior Indenture of
El Paso
|
|
***25
|
.B
|
|
|
|
Form T-1
Statement of Eligibility and Qualification of HSBC Bank USA,
National Association respecting the Subordinated Indenture of
El Paso
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***25
|
.C
|
|
|
|
Form T-1
Statement of Eligibility and Qualification of Bank of New York
Trust Company, N.A. respecting the Indenture of CIG
|
|
***25
|
.D
|
|
|
|
Form T-1
Statement of Eligibility and Qualification of Wilmington
Trust Company respecting the Indenture of EPNG
|
|
***25
|
.E
|
|
|
|
Form T-1
Statement of Eligibility and Qualification of Wilmington
Trust Company respecting the Indenture of SNG
|
|
***25
|
.F
|
|
|
|
Form T-1
Statement of Eligibility and Qualification of Wilmington
Trust Company respecting the Indenture of TGP
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|
|
|
*
|
|
Filed herewith.
|
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**
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To be filed as an exhibit to a Current Report on
Form 8-K
in connection with or prior to a specific offering.
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