ASSIGNMENT, ACCEPTANCE AND AMENDMENT
Dated October 4, 2001
Reference is made to (i) that certain Participation and Credit
Agreement, as amended and restated on December 22, 2000, (as the same may be
amended or otherwise modified from time to time, the "Participation Agreement"),
among El Paso New Chaco Company, L.L.C., a Delaware limited liability company
(the "Company"), El Paso Corporation, a Delaware corporation ("El Paso"), El
Paso Natural Gas Company, a Delaware corporation ("EPNG" and together with El
Paso, the "Guarantors"), State Street Bank and Trust Company, not in its
individual capacity but solely as trustee for the Chaco Liquids Plant Trust (the
"Trustee"), the note holders parties thereto (the "Note Holders"), the
certificate holder party thereto (the "Certificate Holder" and together with the
Note Holders, the "Participants"), and The Chase Manhattan Bank (in its
individual capacity, "Chase"), as agent for the Participants (in such capacity,
the "Agent"); (ii) that certain Declaration of Trust dated as of February 9,
1995 (as the same may be amended or otherwise modified from time to time, the
"Declaration of Trust"), by the Trustee; and (iii) that certain Lease Agreement
dated as of February 9, 1995 (as the same may be amended or otherwise modified
from time to time, the "Lease Agreement"), by and between the Trustee and the
Company. Capitalized terms not defined herein shall have the meanings specified
respectively in the Participation Agreement, the Declaration of Trust and the
Lease Agreement.
Pursuant to this Assignment, Acceptance and Amendment (this
"Agreement"), Delos Offshore Company, L.L.C., a Delaware limited liability
company (the "Assignee"), Chase, KBC Bank N.V. ("KBC"), The Sumitomo Bank,
Limited ("Sumitomo Bank"), Royal Bank of Canada ("RBOC"), The Bank of New York
("BONY"), Societe Generale, Southwest Agency ("SGSA"), Societe Generale
Financial Corporation ("SGFC" and together with Chase, KBC, Sumitomo Bank, RBOC,
BONY and SGSA, the "Assignors" and individually, an "Assignor"), The Industrial
Bank of Japan, Limited New York Branch ("IBOJ"), the Company, the Guarantors,
the Agent and the Trustee (collectively, the "Parties") agree as follows:
1. Each Assignor hereby sells and assigns to the Assignee, and the
Assignee hereby purchases and assumes from each Assignor, that interest in and
to all of such Assignor's rights and obligations under the Participation
Agreement as of the date hereof which represents the Percentage Share specified
on the Schedule 1 for such Assignor of all of its outstanding rights and
obligations under the Participation Agreement, including, without limitation,
such interest in such Assignor's Commitment and the Loans or Certificate
Advances, as specified on the Schedule 1 for such Assignor, owing to such
Assignor, and the Note or Certificate, as specified on the Schedule 1 for such
Assignor, held by such Assignor. After giving effect to each such sale and
assignment and to the Specific Prepayment (as hereinafter defined) to IBOJ
contemplated to be made on the date hereof, the Assignee will be the sole Note
Holder and the sole Certificate Holder.
2. Each Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (ii) makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Participation
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Participation Agreement or any other instrument or
document furnished pursuant thereto; (iii) makes no representation or warranty
and assumes no responsibility with respect to the financial condition of the
Guarantors or the Company, or the performance or observance by the Guarantors or
the Company of any of its obligations under the Participation Agreement or any
other instrument or document furnished pursuant thereto; and (iv) attaches the
Note or Certificate referred to in Paragraph 1 above and requests that the Agent
exchange such Note or Certificate for a new Note or Certificate, as applicable,
payable to the order of the Assignee, in an amount equal to the Commitment
assumed by the Assignee pursuant hereto or new Note or Certificate, as
applicable, payable to the order of the Assignee, in an amount equal to the
Commitment assumed by the Assignee pursuant hereto and such Assignor in an
amount equal to the Commitment retained by such Assignor under the Participation
Agreement, respectively, as specified on Schedule 1 hereto.
3. The Assignee (i) confirms that it has received a copy of the
Participation Agreement, together with copies of the financial statements
referred to in Section 7.01(e) thereof and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into this Agreement; (ii) agrees that it will, independently and without
reliance upon the Agent or any Assignor and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Participation
Agreement; (iii) confirms that it is an Eligible Assignee, as such term has been
amended herein; (iv) appoints and authorizes the Agent to take such action as
agent on its behalf and to exercise such powers under the Participation
Agreement as are delegated to the Agent by the terms thereof, together with such
powers as are reasonably incidental thereto; (v) agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the
Participation Agreement are required to be performed by it as a Participant; and
(vi) specifies as its address for notices the address set forth beneath its name
on the signature pages hereof.
4. Following the execution of this Agreement by the Parties, it will be
delivered to the Agent for acceptance and recording by the Agent. The effective
date of this Agreement shall be the date of acceptance thereof by the Agent,
unless otherwise specified on Schedule 1 hereto (the "Effective Date").
5. Upon such acceptance and recording by the Agent, as of the Effective
Date, (i) the Assignee shall be a party to the Participation Agreement and, to
the extent provided in this Agreement, have the rights and obligations of a
Participant and a Note Holder and a Certificate Holder thereunder, and (ii) each
Assignor shall, to the extent provided in this Agreement, relinquish its rights
and be released from its obligations under the Participation Agreement;
provided, however, that each Assignee shall continue to be entitled to the
benefits of Sections 12.03 of the Participation Agreement and, to the extent
applicable, to Section 12.20 of the Participation Agreement.
6. Upon such acceptance and recording by the Agent, from and after the
Effective Date, the Agent shall make all payments under the Participation
Agreement and the Notes and Certificate in respect of the interest assigned
hereby (including, without limitation, all payments of principal, interest
and/or yield, as applicable, and commitment fees with respect thereto) to the
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Assignee. Each Assignor and the Assignee shall make all appropriate adjustments
in payments under the Participation Agreement and the Notes and Certificate for
periods prior to the Effective Date directly between themselves.
7. The Parties have agreed and now desire to amend, restate, supersede
and replace the original text of Section 3.02 of the Participation Agreement
(the "Original Section 3.02"). The Original Section 3.02 currently reads as
follows:
Section 3.02 Prepayments. On or after the Phase One Completion
Date, the Company may upon (a) in the case of the Eurodollar Loans
or Eurodollar Advances, at least (2) Business Days' notice and (b)
in the case of Base Rate Loans or Base Rate Advances, telephonic
notice not later than 12:00 noon (New York City time) on the date
of prepayment, to the Agent which specifies the proposed date and
aggregate principal amount of the prepayment and the Type of Loans
or Certificate Advances to be prepaid, and if such notice is given
the Company, as agent for the Trustee, shall prepay the
outstanding principal amounts of the Loans comprising the same
Borrowing in whole or ratably in part, together with accrued
interest to the date of such prepayment on the amount prepaid or
the outstanding principal amounts of the Certificate Advances in
whole or in part, together with accrued yield to the date of such
prepayment on the amount prepaid; provided, however, that (i) each
partial prepayment of Loans shall be in an aggregate principal
amount not less than $3,000,000 or an integral multiple of
$500,000 in excess thereof, and (ii) in the event of any such
prepayment of any Eurodollar Loan or Eurodollar Advance on any day
other than the last day of the Eurodollar Period for such
Eurodollar Loan or Eurodollar Advance, the Company, as agent for
the Trustee, shall be obligated to reimburse the Note Holders
and/or Certificate Holders (as applicable) in respect thereof
pursuant to, and to the extent required by, Section 5.07;
provided, further, however, that the Company will use its best
efforts to give notice to the Agent of the proposed prepayment of
Base Rate Loans or Base Rate Advances on the Business Day prior to
the date of such proposed prepayment Any prepayment pursuant to
this Section 3.02 shall be allocated among the Loans and
Certificate Advances to achieve or maintain consistency with the
ratio set forth in Section 2.02(c); or if, after giving effect to
such prepayment, it is not possible to achieve or maintain such
ratio, the such prepayment will be allocated among the Loans and
Certificate Advances in the manner which most closely approximates
such ratio. In no event shall any prepayment be allowed which
results in the Certificate Advances being less than 3% of the
aggregate amount of all Loans and Certificate Advances then
outstanding.
The Original Section 3.02 shall be amended, restated, superseded and
replaced with the following amended text of Section 3.02 of the Participation
Agreement, effective upon consummation of all of the assignments described in
paragraph 1 above:
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Section 3.02 Prepayments. On or after the Phase One Completion
Date, the Company, at its own election, may either (a) prepay to
any one Note Holder the outstanding principal amount of the Loan
or Loans advanced by such Note Holder together with accrued
interest to the date of such prepayment (a "Specific Prepayment");
or (b) prepay, without specification to any one Note Holder, the
outstanding principal amounts of the Loans comprising the same
Borrowing in whole or ratably in part, together with accrued
interest to the date of such prepayment on the amount prepaid or
the outstanding principal amounts of the Certificate Advances in
whole or in part, together with accrued yield to the date of such
prepayment on the amount prepaid (a "General Prepayment");
provided, however, that (i) each General Prepayment that is a
partial prepayment of Loans shall be in an aggregate principal
amount not less than $3,000,000 or an integral multiple of
$500,000 in excess thereof, and (ii) in the event of any such
General Prepayment that is a prepayment of any Eurodollar Loan or
Eurodollar Advance on any day other than the last day of the
Eurodollar Period for such Eurodollar Loan or Eurodollar Advance,
the Company, as agent for the Trustee, shall be obligated to
reimburse the Note Holders and/or Certificate Holders (as
applicable) in respect thereof pursuant to, and to the extent
required by, Section 5.07; provided, further, however, that the
Company will use its best efforts to give notice to the Agent of
the proposed General Prepayment of Base Rate Loans or Base Rate
Advances on the Business Day prior to the date of such proposed
General Prepayment. Any General Prepayment pursuant to this
Section 3.02 shall be allocated among the Loans and Certificate
Advances to achieve or maintain consistency with the ratio set
forth in Section 2.02(c); or if, after giving effect to such
General Prepayment, it is not possible to achieve or maintain such
ratio, then such General Prepayment will be allocated among the
Loans and Certificate Advances in the manner which most closely
approximates such ratio. Prior to any prepayment (whether General
or Specific), the Company shall give (i) in the case of Eurodollar
Loans or Eurodollar Advances, at least two (2) Business Days'
notice and (ii) in the case of Base Rate Loans or Base Rate
Advances, telephonic notice not later than 12:00 noon (New York
City time) on the date of prepayment, to the Agent which
specifies, in the case of a Specific Prepayment, the name of the
Note Holder to be prepaid, the proposed date and aggregate
principal amount of the prepayment and the Type of Loans or
Certificate Advances to be prepaid, and in the case of a General
Prepayment, the proposed date and aggregate principal amount of
the prepayment and the Type of Loans or Certificate Advances to be
prepaid.
8. The Parties have agreed and now desire to amend, restate, supersede
and replace the original text of Sections 4.02(b) and (c) of the Participation
Agreement (the "Original Sections 4.02(b) and (c)"). The Original Sections
4.02(b) and (c) currently reads as follows:
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(b) each payment of Loans by or for the account of the Trustee
shall be made for the account of the Note Holders pro rata in
accordance with the respective unpaid amount of the Notes held by
the Note Holders; (c) each payment of interest on Loans by or for
the account of the Trustee shall be made for the account of the
Note Holders pro rata in accordance with the amounts of interest
due and payable to the respective Note Holders;
The Original Sections 4.02(b) and (c) shall be amended, restated,
superseded and replaced with the following amended text of Sections 4.02(b) and
(c), effective upon consummation of all of the assignments described in
paragraph 1 above:
(b) except with respect to a Specific Prepayment, each
payment of Loans by or for the account of the Trustee shall be
made for the account of the Note Holders pro rata in accordance
with the respective unpaid amount of the Notes held by the Note
Holders; (c) except with respect to a Specific Prepayment, each
payment of interest on Loans by or for the account of the Trustee
shall be made for the account of the Note Holders pro rata in
accordance with the amounts of interest due and payable to the
respective Note Holders.
9. The Parties have agreed and now desire to amend, restate, supersede
and replace the original text of Section 11.08 of the Participation Agreement
(the "Original Section 11.08"). The Original Section 11.08 currently reads as
follows:
Section 11.08 Resignation or Removal of Agent. The Agent may
resign at any time by giving written notice thereof to the
Participants, the Trustee and the Company and may be removed at
any time with or without cause by the Majority Participants. Upon
any such resignation or removal, the Majority Participants shall
have the right to appoint a successor Agent. If no successor Agent
shall have been so appointed by the Majority Participants and
shall have accepted such appointment, within 30 days after the
retiring Agent's giving of notice of resignation or the Majority
Participant's removal of the retiring Agent, then such retiring
Agent may, on behalf of the Participants, appoint a successor
Agent, which shall be a Note Holder and a commercial bank
organized, or authorized to conduct a banking business, under the
laws of the United States of America or of any State thereof and
having a combined capital and surplus of at lease $500,000,000.
Upon the acceptance of any appointment as Agent hereunder by a
successor Agent, each successor Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and
duties of the retiring Agent, and the retiring Agent shall be
discharged from its duties and obligations under this Agreement
and the other Operative Documents. After any retiring Agent's
resignation or removal hereunder as Agent, the provisions of this
Article XI shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Agent under this Agreement.
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The Original Section 11.08 shall be amended, restated, superseded and
replaced with the following amended text of Section 11.08 of the Participation
Agreement, effective upon consummation of all of the assignments described in
paragraph 1 above:
Section 11.08 Resignation or Removal of Agent. The Agent may
resign at any time by giving written notice thereof to the
Participants, the Trustee and the Company and may be removed at
any time with or without cause by the Majority Participants. Upon
any such resignation or removal, the Majority Participants shall
have the right to appoint a successor Agent. If no successor Agent
shall have been so appointed by the Majority Participants and
shall have accepted such appointment, within 30 days after the
retiring Agent's giving of notice of resignation or the Majority
Participant's removal of the retiring Agent, then such retiring
Agent may, on behalf of the Participants, appoint a successor
Agent, which may be any Person. Upon the acceptance of any
appointment as Agent hereunder by a successor Agent, each
successor Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties
and obligations under this Agreement and the other Operative
Documents. After any retiring Agent's resignation or removal
hereunder as Agent, the provisions of this Article XI shall inure
to its benefit as to any actions taken or omitted to be taken by
it while it was Agent under this Agreement.
10. The Parties have agreed and now desire to amend, restate, supersede
and replace the original text of the first clause of the first sentence of
Section 12.06(b) of the Participation Agreement (the "Original Section
12.06(b)"). The Original Section 12.06(b) currently reads as follows:
(b) Each Participant may assign to one or more banks or other
financial institutions all or a portion of its rights and
obligations under this Agreement (including all or a portion of
its Loan Commitment or Certificate, the Loans or Certificate
Advances owing to it and the Note or Certificate held by it);
The Original Section 12.06(b) shall be amended, restated, superseded
and replaced with the following amended text of the first clause of the first
sentence of Section 12.06(b) of the Participation Agreement, effective upon
consummation of all of the assignments described in paragraph 1 above:
(b) Each Participant may assign to one or more Persons all or a
portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its
Loan Commitment or Certificate, the Loans or Certificate
Advances owing to it and the Note or Certificate held by
it).
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11. The Parties have agreed and now desire to amend, restate, supersede
and replace the original text of Section 12.06(i) of the Participation Agreement
(the "Original Section 12.06(i)"). The Original Section 12.06(i) currently reads
as follows:
(i) Notwithstanding any other provision of this Agreement or
any Operative Document, neither the Company nor any of its Affiliates
(i) may acquire any of the Notes unless the Company or such Affiliate
acquires all of the Notes in a single transaction and thereby become
bound by the provisions of Section 11.02 and 12.01 or (ii) may acquire
any of the Certificates unless the Company or such Affiliate acquires
all of the Certificates in a single transaction and has previously
acquired all the Notes in a single transaction.
The Original Section 12.06(i) shall be amended, restated, superseded
and replaced with the following amended text of Section 12.06(i), effective upon
consummation of all of the assignments described in paragraph 1 above:
(i) Notwithstanding any other provision of this Agreement or
any other Operative Document, neither the Company nor any of its
Affiliates (i) may acquire any of the Notes unless the Company or such
Affiliate acquires all of the Notes in a single transaction (such a
single transaction may include the substantially contemporaneous
prepayment in full of all Notes not otherwise acquired by the Company
or such Affiliate) and thereby become bound by the provisions of
Sections 11.02 and 12.01 or (ii) may acquire any of the Certificates
unless the Company or such Affiliate acquires all of the Certificates
in a single transaction and has previously acquired all of the Notes in
a single transaction.
12. The Parties have agreed and now desire to amend, restate, supersede
and replace the original text of the definition of "Eligible Assignee" in
Schedule 1.02 of the Participation Agreement (the "Original Definition"). The
Original Definition currently reads as follows:
"Eligible Assignee" shall mean, with respect to any particular
assignment under Section 12.06 of the Participation Agreement, any
bank or other financial institution approved in writing by the
Parent expressly with respect to such assignment and, except as to
such assignment by Chase so long as Chase is the Agent hereunder,
the Agent as an Eligible Assignee for purposes of the
Participation Agreement, provided that (a) neither the Agent's nor
the Parent's approval shall be unreasonably withheld and (b)
neither the Agent's nor the Parent's approval shall be required if
the assignee is another Participant or an Affiliate of the
assigning Participant.
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The Original Definition shall be amended, restated, superseded and
replaced with the following amended definition of "Eligible Assignee" in
Schedule 1.02 of the Participation Agreement, effective upon consummation of all
of the assignments described in paragraph 1 above:
"Eligible Assignee" shall mean, with respect to any particular
assignment under Section 12.06 of the Participation Agreement, any
Person approved in writing by the Parent expressly with respect to
such assignment and, except as to such assignment by Chase so long
as Chase is the Agent hereunder, the Agent as an Eligible Assignee
for purposes of the Participation Agreement, provided that (a)
neither the Agent's nor the Parent's approval shall be
unreasonably withheld and (b) neither the Agent's nor the Parent's
approval shall be required if the assignee is another Participant
or an Affiliate of the assigning Participant.
13. The Parties have agreed and now desire to further amend and modify
Schedule 1.02 of the Participation Agreement, effective upon consummation of all
of the assignments described in paragraph 1 above, by adding the following two
definitions, each to be added in its respective alphabetical sequence:
"General Prepayment" shall have the meaning assigned to such term
in Section 3.02(b) of the Participation and Credit Agreement.
"Specific Prepayment" shall have the meaning assigned such term
in Section 3.02(a) of the Participation and Credit Agreement.
14. The Parties have agreed and now desire to amend, restate, supersede
and replace the original text of the final sentence of Section 4.02(a) of the
Declaration of Trust (the "Original Section 4.02(a)"). The Original Section
4.02(a) currently reads as follows:
Any banking institution or trust company becoming a successor
Trustee hereunder shall be deemed the "Trustee" for all purposes
hereof, and each reference herein to the Trustee shall thereafter
be deemed a reference to such banking institution or trust
company.
The Original Section 4.02(a) shall be amended, restated, superseded and
replaced with the following amended final sentence of Section 4.02(a) of the
Declaration of Trust, effective upon consummation of all of the assignments
described in paragraph 1 above:
Any Person becoming a successor Trustee hereunder shall be deemed
the "Trustee" for all purposes hereof, and each reference herein
to the Trustee shall thereafter be deemed a reference to such
Person.
15. The Parties have agreed and now desire to amend, restate, supersede
and replace the original text of Section 4.02(c) of the Declaration of Trust
(the "Original Section 4.02(c)"). The Original Section 4.02(c) currently reads
as follows:
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(c) Any successor to the Trustee, however constituted, shall be
a bank or trust company organized and existing under the
laws of the United States of America or any state thereof
and having capital funds as of the date of appointment of
such successor (as shown by its most recent financial
statement distributed to its shareholders) aggregating at
least $100,000,000, if there shall be such a bank or trust
company willing and legally qualified to accept and perform
the trusts hereunder and the duties mentioned herein upon
reasonable or customary terms.
The Original Section 4.02(c) shall be amended, restated, superseded and
replaced with the following amended text of Section 4.02(c) of the Declaration
of Trust, effective upon consummation of all of the assignments described in
paragraph 1 above:
(c) Any successor to the Trustee, however constituted, shall
be any Person, if there shall be such a Person willing to accept
and perform the trusts hereunder and the duties mentioned herein
upon reasonable or customary terms.
16. The Parties have agreed and now desire to amend, restate, supersede
and replace the original text of Section 12(b) of the Lease Agreement (the
"Original Section 12(b)"). The Original Section 12(b) currently reads:
(b) The Lessor will not directly or indirectly sell, transfer
or otherwise dispose of, or create, or permit to be created
or to remain, and will discharge, any Lien of any nature
whatsoever on, in or with respect to its interest in the
Facility arising by or through it or its actions, except
Permitted Liens;
The Original Section 12(b) shall be amended, restated, superseded and
replaced, effective upon consummation of all of the assignments described in
paragraph 1 above, by deleting the Original Section 12(b) in its entirety and
replacing it with "Intentionally Deleted."
17. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
18. Except as expressly amended, modified and supplemented hereby, the
provisions of the Participation Agreement and the other Operative Documents are
and shall remain in full force and effect.
19. This Agreement may be executed by one or more of the Parties on any
number of separate counterparts (including by telecopy), and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
********
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
ASSIGNORS: THE CHASE MANHATTAN BANK
By: /s/ XXXXXX XXXX
---------------------------------------------
Name: Xxxxxx Xxxx
-------------------------------------------
Title: Vice President
------------------------------------------
Funding Office for Base Rate
Loans and Eurodollar Loans:
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Address for Notices:
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
Attention: Xxxxxx Xxxxxx
Copy To:
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
Attention: Xxxxx Xxxx
[Assignment, Acceptance and Amendment Signature Page]
KBC BANK N.V.
By: /s/ XXXXXX SRAUFFER
------------------------------------------
Name: Xxxxxx Srauffer
------------------------------------------
Title: First Vice President
------------------------------------------
By: /s/ XXXX XXXXXX
------------------------------------------
Name: Xxxx Xxxxxx
------------------------------------------
Title: Vice President
------------------------------------------
Funding Office for Base Rate
Loans and Eurodollar Loans:
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Address for Notices:
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
Attention: Xxxxx Xxxxxx
Copy To:
Xx. Xxxx Cruel, Associate
KBC BANK N.V.
Atlanta Representative Xxxxxx
0000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Telecopier No.: (000) 000-0000
Telecopier No.: (000) 000-0000
[Assignment, Acceptance and Amendment Signature Page]
SUMITOMO MITSUI BANKING CORPORATION
By: /s/ C. XXXXXXX XXXXXXX
------------------------------------------
Name: C. Xxxxxxx Xxxxxxx
------------------------------------------
Title: Senior Vice President
------------------------------------------
Funding Office for Base Rate
Loans and Eurodollar Loans:
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Address for Notices:
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
Attention: Xxxxx Xxxxxxxx
[Assignment, Acceptance and Amendment Signature Page]
THE BANK OF NEW YORK
By: /s/ XXXXX X. XXXXXX
------------------------------------------
Name: Xxxxx X. Xxxxxx
------------------------------------------
Title: Vice President
------------------------------------------
Funding Office for Base Rate
Loans and Eurodollar Loans:
Xxx Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Address for Notices:
Xxx Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
Attention: Xxxx Xxxxx-Xxxxxx
[Assignment, Acceptance and Amendment Signature Page]
ROYAL BANK OF CANADA
By: /s/ XXX X. XXXXXXXXXX
---------------------------------------------
Name: Xxx X. Xxxxxxxxxx
-------------------------------------------
Title: Senior Manager
------------------------------------------
Funding Office for Base Rate
Loans and Eurodollar Loans:
Xxx Xxxxxxx Xxxxx, 0xx Xxxxx
000 Xxxxxxxx
Xxx Xxxx, XX 00000
Address for Notices:
Xxx Xxxxxxx Xxxxx, 0xx Xxxxx
000 Xxxxxxxx
Xxx Xxxx, XX 00000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
Attention: Claro Albay
Copy To:
0000 Xxxx Xxx Xxxx.
Xxxxxxx, XX 00000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
Attention: Xxx Xxxxxxxxxx
[Assignment, Acceptance and Amendment Signature Page]
SOCIETE GENERALE, SOUTHWEST AGENCY
By: /s/ J. XXXXXXX XXXXXXXX, XX.
---------------------------------------------
Name: J. Xxxxxxx XxXxxxxx, Xx.
-------------------------------------------
Title: Managing Director
------------------------------------------
Funding Office for Base Rate
Loans and Eurodollar Loans:
Xxxxxxx Xxxx Center
0000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Address for Notices:
Xxxxxxx Xxxx Center
0000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
Attention: Xxxxx Xxxxx
Copy To:
Societe Generale, Southwest Agency
0000 Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxxxxx X. Xxxxxx
Telephone No. (000) 000-0000
Telecopier No.: (000) 000-0000
[Assignment, Acceptance and Amendment Signature Page]
SOCIETE GENERALE FINANCIAL CORPORATION
By: /s/ XXXXXX XXXXXXXX III
---------------------------------------------
Name: Xxxxxx Xxxxxxxx III
-------------------------------------------
Title: First Vice President
------------------------------------------
Funding Office for Base Rate
Loans and Eurodollar Loans:
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Address for Notices:
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
Attention: Xxxx Xxxxxxx
[Assignment, Acceptance and Amendment Signature Page]
ASSIGNEE: DELOS OFFSHORE COMPANY, L.L.C.
By: /s/ XXXXX X. XXXXXX
---------------------------------------------
Name: Xxxxx X. Xxxxxx
-------------------------------------------
Title: Vice President and CFO
------------------------------------------
[Assignment, Acceptance and Amendment Signature Page]
IBOJ: THE INDUSTRIAL BANK OF JAPAN, LIMITED
NEW YORK BRANCH
By: /s/ HIRO-XXXX XXXXXX
---------------------------------------------
Name: Hiro-Xxxx Xxxxxx
-------------------------------------------
Title: Senior Vice President, Houston Office
------------------------------------------
Funding Office for Base Rate
Loans and Eurodollar Loans:
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Address for Notices:
Xx. Xxxxxx Xxxxxxxxxxx
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
[Assignment, Acceptance and Amendment Signature Page]
TRUSTEE: STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but solely as
Trustee
By: /s/ XXXXX X. XXXXXX
---------------------------------------------
Name: Xxxxx X. Xxxxxx
-------------------------------------------
Title: Assistant Vice President
------------------------------------------
[Assignment, Acceptance and Amendment Signature Page]
AGENT: THE CHASE MANHATTAN BANK, as Agent
By: /s/ XXXXXX XXXX
---------------------------------------------
Name: Xxxxxx Xxxx
-------------------------------------------
Title: Vice President
------------------------------------------
[Assignment, Acceptance and Amendment Signature Page]
EPNG: EL PASO NATURAL GAS COMPANY
By: /s/ XXXX XXXXXX
---------------------------------------------
Name: Xxxx Xxxxxx
-------------------------------------------
Title: Vice President
------------------------------------------
EL PASO: EL PASO CORPORATION
By: /s/ XXXX XXXXXX
---------------------------------------------
Name: Xxxx Xxxxxx
-------------------------------------------
Title: Vice President
------------------------------------------
THE COMPANY: EL PASO NEW CHACO COMPANY, L.L.C.
By: /s/ D. XXXX XXXXXX
---------------------------------------------
Name: D. Xxxx Xxxxxx
-------------------------------------------
Title: Senior Vice President
------------------------------------------
Principal Place of Business:
El Paso Corporation Building
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Chief Executive Offices:
El Paso Corporation Building
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
[Assignment, Acceptance and Amendment Signature Page]
Schedule 1
to
Assignment, Acceptance and Amendment
Dated October 4, 2001
ASSIGNOR: THE CHASE MANHATTAN BANK
Section 1.
Percentage Share 16.108247%
Section 2.
Aggregate Outstanding Principal
Amount of Loans owing to the Assignee: $12,069,129.52
Note payable to the order of the Assignee
Dated: _________, 2001
Principal amount: $12,069.129.52
Section 3.
Effective Date: October 4, 2001
THE CHASE MANHATTAN BANK DELOS OFFSHORE COMPANY, L.L.C.
By: By:
--------------------------------- --------------------------------
Title: Title:
Address for notices:
Four Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
[Assignment, Acceptance and Amendment - Schedule 1]
