EXHIBIT 10.F
CIG JOINDER AGREEMENT
THIS CIG JOINDER AGREEMENT, dated as of December 23, 2003 (this
"Joinder Agreement"), is being entered into to effectuate Colorado Interstate
Gas Company, a Delaware corporation ("CIG"), becoming a party to that certain
Security and Intercreditor Agreement, dated as of April 16, 2003 (the
"Intercreditor Agreement"), by and among El Paso Corporation, a Delaware
corporation, JPMorgan Chase Bank, a New York banking corporation ("JPMorgan"),
in its capacity as Credit Agreement Administrative Agent and as Representative
Agent for the Lenders, JPMorgan in its capacity as Collateral Agent for the
Secured Parties, Intercreditor Agent and Depository Bank, and the Pipeline
Company Borrowers, the Grantors and the Representative Agents party thereto.
This Joinder Agreement is made and entered into by and between CIG and the
current parties to the Intercreditor Agreement (including CIG Parent pursuant to
the CIG Parent Joinder Agreement being entered into simultaneously herewith).
Each capitalized term used herein, unless otherwise defined herein, shall have
the meaning ascribed to such term in Appendix A-1 to the Intercreditor
Agreement.
NOW, THEREFORE, IT IS AGREED:
Section 1. Joinder. By executing and delivering this Joinder Agreement,
which shall, for all purposes, be deemed to constitute an executed counterpart
to the Intercreditor Agreement, from and after the date hereof, CIG is and shall
be a Pipeline Company Borrower under the Intercreditor Agreement, and is and
shall be bound by, and subject to, all of the terms and provisions of the
Intercreditor Agreement to the same extent as each other Pipeline Company
Borrower under the Intercreditor Agreement. From and after the date hereof, upon
execution and delivery of this CIG Joinder Agreement, all references in the
Intercreditor Agreement to a "Pipeline Company Borrower" shall also mean and be
a reference to CIG.
Section 2. Rights and Obligations. CIG shall have all of the rights of
a Pipeline Company Borrower under the Intercreditor Agreement and shall have,
and hereby agrees to perform, all of the obligations, duties, and liabilities of
a Pipeline Company Borrower under the Intercreditor Agreement.
Section 3. Supplements to Schedules. Schedules V and VI of the
Intercreditor Agreement are hereby amended by supplementing such Schedules with
the information relating to CIG set forth in Schedules V and VI hereof.
Section 4. Representations and Warranties. CIG hereby (a) represents
and warrants that the information on each Schedule to this Joinder Agreement is
complete and accurate and (b) makes each of the representations and warranties
applicable to Credit Parties contained in Section 3.01 of the Intercreditor
Agreement, to the same extent as each other Credit Party (as applicable).
SECTION 5. GOVERNING LAW. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
[Signatures begin on next page]
IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement
to be duly executed and delivered by its proper and duly authorized officer as
of this 23rd day of December, 2003.
PIPELINE COMPANY BORROWERS: COLORADO INTERSTATE GAS COMPANY
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President and Chief
Financial Officer
EL PASO NATURAL GAS COMPANY
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President and Chief
Financial Officer
TENNESSEE GAS PIPELINE COMPANY
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President and Chief
Financial Officer
ANR PIPELINE COMPANY
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President and Chief
Financial Officer
Signature Page 1
CIG Joinder Agreement
THE COMPANY: EL PASO CORPORATION
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President and Treasurer
GRANTORS: AMERICAN NATURAL RESOURCES COMPANY
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President and Chief
Financial Officer
EL PASO ANR INVESTMENTS, L.L.C.
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President and Chief
Financial Officer
EL PASO ANRS INVESTMENTS, L.L.C.
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President and Chief
Financial Officer
EL PASO CNG COMPANY, L.L.C.
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President and Chief
Financial Officer
Signature Page 2
CIG Joinder Agreement
EL PASO EPN INVESTMENTS, L.L.C.
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
EL PASO EPNG INVESTMENTS, L.L.C.
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
EL PASO NORIC INVESTMENTS I, L.L.C.
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President and Chief
Financial Officer
EL PASO NORIC INVESTMENTS III, L.L.C.
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President and Chief
Financial Officer
EL PASO NORIC INVESTMENTS IV, L.L.C.
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President and Chief
Financial Officer
Signature Page 3
CIG Joinder Agreement
EL PASO TENNESSEE PIPELINE CO.
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
EL PASO TGPC INVESTMENTS, L.L.C.
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
EL PASO WIC INVESTMENTS, L.L.C.
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President and Chief
Financial Officer
NORIC HOLDINGS III, L.L.C.
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President and Chief
Financial Officer
SABINE RIVER INVESTORS I, L.L.C.
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
Signature Page 4
CIG Joinder Agreement
SABINE RIVER INVESTORS II, L.L.C.
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
SABINE RIVER INVESTORS III, L.L.C.
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
SABINE RIVER INVESTORS IV, L.L.C.
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President and Chief
Financial Officer
SABINE RIVER INVESTORS V, L.L.C.
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President and Chief
Financial Officer
Signature Page 5
CIG Joinder Agreement
DEPOSITORY BANK: JPMORGAN CHASE BANK, as Depository Bank
By: /s/ Xxxxx X. Xxxxx
---------------------------------------
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
COLLATERAL AGENT: JPMORGAN CHASE BANK, as Collateral Agent
By: /s/ Xxxxx X. Xxxxx
---------------------------------------
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
INTERCREDITOR AGENT: JPMORGAN CHASE BANK, as Intercreditor
Agent
By: /s/ Xxxxx X. Xxxxx
---------------------------------------
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
CREDIT AGREEMENT JPMORGAN CHASE BANK, as Credit Agreement
ADMINISTRATIVE AGENT, Administrative Agent, 3-Year Facility
3-YEAR FACILITY AGENT, Agent, Representative Agent for Lakeside,
REPRESENTATIVE AGENT FOR and Representative Agent for certain
LAKESIDE, AND REPRESENTATIVE Additional Covered Letters of Credit
AGENT FOR CERTAIN ADDITIONAL
COVERED LETTER(S) OF CREDIT:
By: /s/ Xxxxx X. Xxxx
---------------------------------------
Name: Xxxxx X. Xxxx
Title: Managing Director
Signature Page 6
CIG Joinder Agreement
REPRESENTATIVE AGENT FOR CITICORP NORTH AMERICA, INC., as
COSCOL/ARUBA: Representative Agent
By: /s/ Xxx Xxxxx
---------------------------------------
Name: Xxx Xxxxx
Title: Vice President
Citicorp North America, Inc.
713/654-2820
REPRESENTATIVE AGENT CITIBANK, N.A.
FOR CERTAIN ADDITIONAL
COVERED LETTER(S)
OF CREDIT: By: /s/ Xxx Xxxxx
---------------------------------------
Name:
Title:
Signature Page 7
CIG Joinder Agreement
REPRESENTATIVE AGENT FOR ROYAL BANK OF CANADA, as Representative
COASTAL PETROCHEMICAL: Agent
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: V.P.
Signature Page 8
CIG Joinder Agreement
REPRESENTATIVE AGENT FOR DEUTSCHE BANK TRUST COMPANY AMERICAS,
HARBORTOWN: as Representative Agent
By: /s/ M.M. Tarking
---------------------------------------
Name:
Title:
Signature Page 9
CIG Joinder Agreement
REPRESENTATIVE AGENT FOR MIZUHO CORPORATE BANK (USA), as
NOVA SCOTIA 1999: Representative Agent
By: /s/ Xxxx X. Puerell
---------------------------------------
Name: Xxxx X. Puerell
Title: Senior Vice President
REPRESENTATIVE AGENT FOR MIZUHO CORPORATE BANK, LTD., as
NOVA SCOTIA 2000: Representative Agent
By: /s/ Xxxx X. Puerell
---------------------------------------
Name: Xxxx X. Puerell
Title: Senior Vice President
Signature Page 10
CIG Joinder Agreement
REPRESENTATIVE AGENT BNP PARIBAS
FOR CERTAIN ADDITIONAL
COVERED LETTER(S)
OF CREDIT: By: /s/ Xxxxx Xxxxxxxx
---------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Director
/s/ Xxxxx X. Xxxxx
------------------------------------------
Xxxxx X. Xxxxx
Director
Signature Page 11
CIG Joinder Agreement
REPRESENTATIVE AGENT THE BANK OF NEW YORK
FOR CERTAIN ADDITIONAL
COVERED LETTER(S)
OF CREDIT: By: N/A
---------------------------------------
Name:
Title:
Signature Page 12
CIG Joinder Agreement
REPRESENTATIVE AGENT THE TORONTO-DOMINION BANK
FOR CERTAIN ADDITIONAL
COVERED LETTER(S)
OF CREDIT: By: /s/ Xxxx Xxxxx
---------------------------------------
Name: Xxxx Xxxxx
Title: Mgr. Syndications & Credit
Admin.
Signature Page 13
CIG Joinder Agreement
REPRESENTATIVE AGENT THE BANK OF NOVA SCOTIA
FOR CERTAIN ADDITIONAL
COVERED LETTER(S)
OF CREDIT: By: /s/ X. Xxxx
---------------------------------------
Name: X. Xxxx
Title: Senior Manager
Signature Page 14
CIG Joinder Agreement
SCHEDULE V
NAME, LOCATION, CHIEF EXECUTIVE OFFICE, TYPE OF
ORGANIZATION, JURISDICTION OF ORGANIZATION AND
ORGANIZATIONAL IDENTIFICATION NUMBER
CHIEF
EXECUTIVE TYPE OF JURISDICTION OF ORGANIZATIONAL
GRANTOR LOCATION OFFICE ORGANIZATION ORGANIZATION I.D. NO.
------- -------- --------- ------------ --------------- --------------
No modification necessary for Schedule V.
Schedule V
CIG Joinder Agreement
SCHEDULE VI
TRADE NAMES
I. TRADE NAMES
NAMES
-----
None.
Schedule VI
CIG Joinder Agreement
