A/B EXCHANGERegistration Rights Agreement • August 11th, 1999 • El Paso Energy Corp/De • Natural gas transmission • New York
1 EXHIBIT 1.2 EL PASO CORPORATION Medium Term Notes Due Nine Months or More from Date Issued DISTRIBUTION AGREEMENTDistribution Agreement • July 30th, 2001 • El Paso Corp/De • Natural gas transmission • New York
EXHIBIT 10.BB AMENDED AND RESTATED PARTICIPATION AGREEMENTParticipation Agreement • November 15th, 2002 • El Paso Corp/De • Natural gas transmission • New York
EXHIBIT 1.1 $500 MILLION PRINCIPAL AMOUNT EL PASO CORPORATION 7.875% SENIOR NOTES DUE 2012 PURCHASE AGREEMENTPurchase Agreement • July 17th, 2002 • El Paso Corp/De • Natural gas transmission • New York
RECITALSVoting Agreement • April 7th, 1999 • El Paso Energy Corp/De • Natural gas transmission • Delaware
RECITALSManagement Agreement • November 15th, 2002 • El Paso Corp/De • Natural gas transmission • New York
ISSUER ANDFirst Supplemental Indenture • May 10th, 1999 • El Paso Energy Corp/De • Natural gas transmission • New York
FIRST AMENDMENT TODistribution Agreement • January 11th, 2002 • El Paso Corp/De • Natural gas transmission
RECITALS --------Stock Option Agreement • January 26th, 2000 • El Paso Energy Corp/De • Natural gas transmission • Delaware
EXHIBIT 1 EL PASO CORPORATION 8,790,436 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • January 8th, 2004 • El Paso Corp/De • Natural gas transmission • New York
JOINT FILING AGREEMENTJoint Filing Agreement • May 12th, 2003 • El Paso Corp/De • Natural gas transmission
In accordance with Rule 13d-1(k) of Regulation 13D of the Securities Exchange Act of 1934, as amended, the persons or entities below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Units of El Paso Energy Partners, L.P., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof the undersigned, being duly authorized, hereby execute this Agreement as of the 7th day of May, 2003.
EXHIBIT 99.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "First Amendment") dated as of December 2,1999, among EL PASO ENERGY CORPORATION, a Delaware corporation ("Parent"), EL PASO ENERGY...Agreement and Plan of Merger • January 14th, 2000 • El Paso Energy Corp/De • Natural gas transmission • Delaware
OFLimited Liability Company Agreement • December 15th, 2003 • El Paso Corp/De • Natural gas transmission • Delaware
EXHIBIT 10.FF SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EL PASO ENERGY PARTNERS, L.P. Amended and Restated effective as of August 31, 2000 TABLE OF CONTENTSLimited Partnership Agreement • November 15th, 2002 • El Paso Corp/De • Natural gas transmission • Delaware
1 EXHIBIT 4.1 GUARANTY GUARANTY made by EL PASO ENERGY CORPORATION, a Delaware corporation (herein, together with its successors and assigns, called the "Guarantor"). WITNESSETH: WHEREAS, DeepTech International Inc., a Delaware corporation...Guaranty • August 10th, 1998 • El Paso Energy Corp/De • Natural gas transmission
December 23, 2003 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 J.P. Morgan Securities Inc. 270 Park Avenue New York, New York 10017 Ladies and Gentlemen: El Paso Corporation, a Delaware corporation (the "Company"), proposes to...Underwriting Agreement • December 30th, 2003 • El Paso Corp/De • Natural gas transmission • New York
EL PASO ENERGY CORPORATIONJoint Filing Agreement • October 22nd, 1999 • El Paso Energy Corp/De • Natural gas transmission
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
EXHIBIT 4.3 EL PASO CORPORATION 7 7/8% NOTES DUE JUNE 15, 2012 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 17th, 2002 • El Paso Corp/De • Natural gas transmission • New York
1 EXHIBIT 1.1 El Paso Energy Corporation 6 3/4% Senior Notes Due 2009 UNDERWRITING AGREEMENTUnderwriting Agreement • May 10th, 1999 • El Paso Energy Corp/De • Natural gas transmission • New York
EXHIBIT 10.BB.4 LIMESTONE ELECTRON TRUST THIRD AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • November 15th, 2002 • El Paso Corp/De • Natural gas transmission • Delaware
ANDPledge Agreement • October 24th, 2003 • El Paso Corp/De • Natural gas transmission • New York
Exhibit 3 SHAREHOLDERS AGREEMENT SHAREHOLDERS AGREEMENT (this "Agreement") dated as of October 15, 1999 among the persons and entities listed on Schedule 1 hereto (each, a "Holder" and, collectively, the "Holders"), El Paso Energy Corporation, a...Shareholders Agreement • October 22nd, 1999 • El Paso Energy Corp/De • Natural gas transmission • New York
TOIndenture • May 10th, 1999 • El Paso Energy Corp/De • Natural gas transmission • New York
ISSUER ANDSecond Supplemental Indenture • August 12th, 1999 • El Paso Energy Corp/De • Natural gas transmission • New York
RECITALSStock Option Agreement • January 26th, 2000 • El Paso Energy Corp/De • Natural gas transmission • Delaware
VOTING AGREEMENTVoting Agreement • April 7th, 1999 • El Paso Energy Corp/De • Natural gas transmission • Delaware
RECITALSStock Pledge Agreement • March 22nd, 2001 • El Paso Corp/De • Natural gas transmission • Texas
ISSUER ANDThird Supplemental Indenture • August 12th, 1999 • El Paso Energy Corp/De • Natural gas transmission • New York
1 EXHIBIT 4.3 FIRST AMENDMENT TO AMENDED AND RESTATED DECLARATION OF TRUST THIS FIRST AMENDMENT TO AMENDED AND RESTATED DECLARATION OF TRUST, dated as of August 1, 1998 (the "First Amendment"), is among EL PASO ENERGY CORPORATION, a Delaware...Declaration of Trust • August 3rd, 1998 • El Paso Energy Corp/De
1 EXHIBIT 10.O EMPLOYMENT AGREEMENT Amended and Restated Effective as of February 1, 2001 THIS AGREEMENT, was made and entered into the 31st day of July, 1992 (the "Effective Date"), and is amended and restated effective as of this 1st day of...Employment Agreement • March 22nd, 2001 • El Paso Corp/De • Natural gas transmission • Texas
EXHIBIT 10.CC AMENDED AND RESTATED PARTICIPATION AGREEMENT DATED AS OF APRIL 24, 2002 PROJECT GEMSTONE TABLE OF CONTENTSParticipation Agreement • November 15th, 2002 • El Paso Corp/De • Natural gas transmission • New York
EXHIBIT 99.6 EL PASO CORPORATION El Paso Building 1001 Louisiana Street Houston, Texas 77002 EXCHANGE AGENT AGREEMENT July _____, 2002 Deutsche Bank Trust Company Americas Corporate Trust and Agency Group 60 Wall Street New York, NY 10005 Attention:...Exchange Agent Agreement • July 17th, 2002 • El Paso Corp/De • Natural gas transmission • New York
EL PASO CORPORATION 6.50% Senior Notes Due 2020 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 24th, 2010 • El Paso Corp/De • Natural gas transmission • New York
Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”
FORM OF DEPOSIT AGREEMENTDeposit Agreement • April 7th, 1999 • El Paso Energy Corp/De • Natural gas transmission • Delaware
Exhibit 1 AGREEMENT AND PLAN OF MERGER By and Among EL PASO ENERGY CORPORATION, EL PASO ENERGY ACQUISITION CO.Merger Agreement • October 22nd, 1999 • El Paso Energy Corp/De • Natural gas transmission • Delaware
