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EXHIBIT 1.1
EL PASO ENERGY PARTNERS, L.P.
EL PASO ENERGY PARTNERS FINANCE CORPORATION
as Issuers
and
THE SUBSIDIARIES LISTED ON SCHEDULE A
as Subsidiary Guarantors
$250,000,000
8 1/2% Series A Senior Subordinated Notes due 2011
Purchase Agreement
May 11, 2001
CREDIT SUISSE FIRST BOSTON CORPORATION
XXXXXXX, XXXXX & CO.
and
X.X. XXXXXX SECURITIES INC.
as Initial Purchasers
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$250,000,000
8 1/2% Series A Senior Subordinated Notes due 2011
of
EL PASO ENERGY PARTNERS, L.P.
and
EL PASO ENERGY PARTNERS FINANCE CORPORATION
Purchase Agreement
May 11, 2001
CREDIT SUISSE FIRST BOSTON CORPORATION
XXXXXXX, XXXXX & CO.
X.X. XXXXXX SECURITIES INC.
c/o CREDIT SUISSE FIRST BOSTON CORPORATION
Xxxxxx Xxxxxxx Xxxxxx,
Xxx Xxxx, X.X. 10010-3629
Ladies and Gentlemen:
El Paso Energy Partners, L.P., a Delaware limited partnership (the
"Partnership"), and El Paso Energy Partners Finance Corporation, a Delaware
corporation ("El Paso Finance" and together with the Partnership, the
"Issuers"), propose to issue and sell to Credit Suisse First Boston Corporation,
Xxxxxxx, Xxxxx & Co. and X.X. Xxxxxx Securities Inc. (each an "Initial
Purchaser" and, collectively, the "Initial Purchasers") an aggregate of
$250,000,000 in principal amount of its 8 1/2% Series A Senior Subordinated
Notes due 2011 (the "Series A Notes"), subject to the terms and conditions set
forth herein. The Series A Notes are to be issued pursuant to the provisions of
an indenture (the "Indenture"), to be dated as of the Closing Date (as defined
below), among the Issuers, the Guarantors (as defined below) and The Chase
Manhattan Bank, as trustee (the "Trustee"). The Series A Notes and the Series B
Notes (as defined below) issuable in exchange therefor are collectively referred
to herein as the "Notes." The Notes will be guaranteed pursuant to guarantees
(the "Guarantees") by each of the entities listed on Schedule A hereto (each, a
"Subsidiary Guarantor" and, collectively, the "Subsidiary Guarantors").
Capitalized terms used but not defined herein shall have the meanings given to
such terms in the Indenture.
1. Offering Circular. The Series A Notes will be offered and sold to
the Initial Purchasers pursuant to one or more exemptions from the registration
requirements under the Securities Act of 1933, as amended (the "Act"). The
Issuers and the Subsidiary Guarantors have prepared a preliminary offering
circular, dated May 7, 2001, and a final offering circular, dated May 11 , 2001,
in each case relating to the Series A Notes and the Guarantees. Such preliminary
offering circular and such final offering circular, in each case including the
documents and other information incorporated by reference therein, are referred
to herein as the "Preliminary Offering Circular" and the "Offering Circular,"
respectively.
Upon original issuance thereof, and until such time as the same is no
longer required pursuant to the Indenture, the Series A Notes (and all
securities issued in exchange therefor, in substitution thereof or upon
conversion thereof) shall bear the following legend:
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"THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933
(THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY
NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION
FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE
144A THEREUNDER.
THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUERS OF THIS
NOTE THAT: (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED, ONLY (I) TO EL PASO ENERGY PARTNERS, L.P., EL PASO ENERGY
PARTNERS FINANCE CORPORATION, OR ANY SUBSIDIARY OF EL PASO ENERGY
PARTNERS, L.P., (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES
ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (V)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A)
ABOVE."
2. Agreements to Sell and Purchase. On the basis of the
representations, warranties and covenants contained in this Agreement, and
subject to the terms and conditions contained herein, the Issuers agree to issue
and sell to the Initial Purchasers, and each Initial Purchaser agrees, severally
and not jointly, to purchase from the Issuers, the principal amounts of Series A
Notes set forth opposite the name of such Initial Purchaser on Schedule B hereto
at a purchase price equal to 97.5% of the principal amount thereof (the
"Purchase Price").
3. Terms of Offering. The Initial Purchasers have advised the Issuers
that the Initial Purchasers will make offers (the "Exempt Resales") of the
Series A Notes purchased hereunder on the terms set forth in the Offering
Circular, as amended or supplemented, solely to (i) persons whom the Initial
Purchasers reasonably believe to be "qualified institutional buyers" as defined
in Rule 144A under the Act ("QIBs") and (ii) persons permitted to purchase the
Series A Notes in offshore transactions in reliance upon Regulation S under the
Act (each, a "Regulation S Purchaser") (such persons specified in clauses (i)
and (ii) being referred to herein as the "Eligible Purchasers"). The Initial
Purchasers will offer the Series A Notes to Eligible Purchasers initially at a
price equal to 100% of the principal amount thereof.
Holders (including subsequent transferees) of the Series A Notes will
have the registration rights set forth in the registration rights agreement (the
"Registration Rights Agreement"), to be dated as of the Closing Date, in
substantially the form of Exhibit A hereto, for so long as such Series A Notes
constitute "Transfer Restricted Securities" (as defined in the Registration
Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers
and the Subsidiary Guarantors will agree to file with the Securities and
Exchange Commission (the "Commission") under the circumstances set forth
therein, (i) a registration statement under the Act (the "Exchange Offer
Registration Statement") relating to the Issuers' 8 1/2% Series B Senior
Subordinated Notes due 2011 (the "Series B Notes"), to be offered in exchange
for the Series A Notes (such offer to exchange being referred to as the
"Exchange Offer") and the Guarantees thereof and (ii) a shelf registration
statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement"
and, together with the Exchange Offer Registration Statement, the "Registration
Statements") relating to the resale by certain holders of the Series A Notes and
to use its best efforts to cause such Registration Statements to be
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declared and remain effective and usable for the periods specified in the
Registration Rights Agreement and to consummate the Exchange Offer. This
Agreement, the Indenture, the Notes, the Guarantees and the Registration Rights
Agreement are hereinafter sometimes referred to collectively as the "Operative
Documents."
4. Delivery and Payment.
(a) Delivery of, and payment of the Purchase Price for, the
Series A Notes shall be made at the offices of Xxxxxxx & Xxxxx L.L.P.,
000 Xxxxxx, Xxxxxxx, Xxxxx 00000, or such other location as may be
mutually acceptable. Such delivery and payment shall be made at 9:00
a.m. New York City time, on May 17, 2001 or at such other time on the
same date or such other date as shall be agreed upon by the Initial
Purchasers and the Issuers in writing. The time and date of such
delivery and the payment for the Series A Notes are herein called the
"Closing Date."
(b) One or more of the Series A Notes in definitive global
form, registered in the name of Cede & Co., as nominee of the
Depository Trust Company ("DTC"), having an aggregate principal amount
corresponding to the aggregate principal amount of the Series A Notes
(collectively, the "Global Note"), shall be delivered by the Issuers to
the Initial Purchasers (or as the Initial Purchasers direct) in each
case with any transfer taxes thereon duly paid by the Issuers against
payment by the Initial Purchasers of the Purchase Price thereof by wire
transfer in same day funds to the order of the Partnership. The Global
Note shall be made available to the Initial Purchasers for inspection
not later than 9:30 a.m., New York City time, on the business day
immediately preceding the Closing Date.
5. Agreements of the Issuers and the Subsidiary Guarantors. Each of the
Partnership, El Paso Finance and the Subsidiary Guarantors hereby agrees with
the Initial Purchasers as follows:
(a) To advise the Initial Purchasers promptly and, if
requested by the Initial Purchasers, to confirm such advice in writing,
(i) of the issuance by any state securities commission of any stop
order suspending the qualification or exemption from qualification of
any Series A Notes for offering or sale in any jurisdiction designated
by the Initial Purchasers pursuant to Section 5(e) hereof, or the
initiation of any proceeding by any state securities commission or any
other federal or state regulatory authority for such purpose and (ii)
of the happening of any event during the period referred to in Section
5(c) below that makes any statement of a material fact made in the
Preliminary Offering Circular or the Offering Circular untrue or that
requires any additions to or changes in the Preliminary Offering
Circular or the Offering Circular in order to make the statements
therein not misleading. The Issuers and the Subsidiary Guarantors shall
use their best efforts to prevent the issuance of any stop order or
order suspending the qualification or exemption of any Series A Notes
under any state securities or Blue Sky laws and, if at any time any
state securities commission or other federal or state regulatory
authority shall issue an order suspending the qualification or
exemption of any Series A Notes under any state securities or Blue Sky
laws, the Issuers and the Subsidiary Guarantors shall use their best
efforts to obtain the withdrawal or lifting of such order at the
earliest possible time;
(b) To furnish the Initial Purchasers and those persons
identified by the Initial Purchasers to the Issuers as many copies of
the Preliminary Offering Circular and the Offering Circular, and any
amendments or supplements thereto, as the Initial Purchasers may
reasonably request for the time period specified in Section 5(c).
Subject to the Initial Purchasers' compliance with its representations
and warranties and agreements set forth in Section 7 hereof, the
Issuers consent to the use of the Preliminary Offering Circular and the
Offering Circular, and any amendments and supplements thereto required
pursuant hereto, by the Initial Purchasers in connection with Exempt
Resales;
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(c) During such period as in the opinion of counsel for the
Initial Purchasers an Offering Circular is required by law to be
delivered in connection with Exempt Resales by the Initial Purchasers
and in connection with market-making activities of the Initial
Purchasers for so long as any Series A Notes are outstanding, (i) not
to make any amendment or supplement to the Offering Circular of which
the Initial Purchasers shall not previously have been advised or to
which the Initial Purchasers shall reasonably object after being so
advised and (ii) to prepare promptly upon the Initial Purchasers'
reasonable request, any amendment or supplement to the Offering
Circular which may be necessary or advisable in connection with such
Exempt Resales or such market-making activities;
(d) If, during the period referred to in Section 5(c) above,
any event shall occur or condition shall exist as a result of which, in
the opinion of counsel to the Initial Purchasers, it becomes necessary
to amend or supplement the Offering Circular in order to make the
statements therein, in the light of the circumstances when such
Offering Circular is delivered to an Eligible Purchaser, not
misleading, or if, in the opinion of counsel to the Initial Purchasers,
it is necessary to amend or supplement the Offering Circular to comply
with any applicable law, forthwith to prepare an appropriate amendment
or supplement to such Offering Circular so that the statements therein,
as so amended or supplemented, will not, in the light of the
circumstances when it is so delivered, be misleading, or so that such
Offering Circular will comply with applicable law, and to furnish to
the Initial Purchasers and such other persons as the Initial Purchasers
may designate such number of copies thereof as the Initial Purchasers
may reasonably request;
(e) Prior to the sale of all Series A Notes pursuant to Exempt
Resales as contemplated hereby, to cooperate with the Initial
Purchasers and counsel to the Initial Purchasers in connection with the
registration or qualification of the Series A Notes for offer and sale
to the Initial Purchasers and pursuant to Exempt Resales under the
securities or Blue Sky laws of such jurisdictions as the Initial
Purchasers may request and to continue such registration or
qualification in effect so long as required for Exempt Resales and to
file such consents to service of process or other documents as may be
necessary in order to effect such registration or qualification;
provided, however, that neither the Issuers nor any Subsidiary
Guarantor shall be required in connection therewith to qualify as a
foreign partnership or corporation in any jurisdiction in which it is
not now so qualified or to take any action that would subject it to
general consent to service of process or taxation other than as to
matters and transactions relating to the Preliminary Offering Circular,
the Offering Circular or Exempt Resales, in any jurisdiction in which
it is not now so subject;
(f) To provide to the Initial Purchasers and, upon request, to
the record holders of the Notes, all the information required by
Section 4.19 of the Indenture;
(g) Whether or not the transactions contemplated in this
Agreement are consummated or this Agreement is terminated, to pay or
cause to be paid all expenses incident to the performance of the
obligations of the Issuers and the Subsidiary Guarantors under this
Agreement, including:
(i) the fees, disbursements and expenses of counsel
to the Issuers and the Subsidiary Guarantors and accountants
of the Issuers and the Subsidiary Guarantors in connection
with the sale and delivery of the Series A Notes to the
Initial Purchasers and pursuant to Exempt Resales, and all
other fees and expenses in connection with the preparation,
printing, filing and distribution of the Preliminary Offering
Circular, the Offering Circular and all amendments and
supplements to any of the foregoing (including financial
statements), including the mailing and delivery of copies
thereof to the Initial Purchasers and persons designated by
them in the quantities specified herein,
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(ii) all costs and expenses related to the transfer
and delivery of the Series A Notes to the Initial Purchasers
and pursuant to Exempt Resales, including any transfer or
other taxes payable thereon,
(iii) all costs of printing or producing this
Agreement, the other Operative Documents and any other
agreements or documents in connection with the offering,
purchase, sale or delivery of the Series A Notes,
(iv) all expenses in connection with the registration
or qualification of the Series A Notes and the Guarantees for
offer and sale under the securities or Blue Sky laws of the
several states and all costs of printing or producing any
preliminary and supplemental Blue Sky memoranda in connection
therewith (including the filing fees and fees and
disbursements of counsel for the Initial Purchasers in
connection with such registration or qualification and
memoranda relating thereto),
(v) the cost of printing certificates representing
the Series A Notes and the Guarantees,
(vi) all expenses and listing fees in connection with
the application for quotation of the Series A Notes in the
National Association of Securities Dealers, Inc. ("NASD")
Automated Quotation System - PORTAL ("PORTAL"),
(vii) the fees and expenses of the Trustee and the
Trustee's counsel in connection with the Indenture, the Notes
and the Guarantees,
(viii) the costs and charges of any transfer agent,
registrar and/or depositary (including DTC),
(ix) any fees charged by rating agencies for the
rating of the Notes,
(x) all costs and expenses of the Exchange Offer and
any Registration Statement, as set forth in the Registration
Rights Agreement, and
(xi) all other costs and expenses incident to the
performance of the obligations of the Issuers and the
Subsidiary Guarantors hereunder for which provision is not
otherwise made in this Section;
(h) To use its best efforts to effect the inclusion of the
Series A Notes in PORTAL and to maintain the listing of the Series A
Notes on PORTAL for so long as the Series A Notes are outstanding;
(i) To obtain the approval of DTC for "book-entry" transfer of
the Notes, and to comply with all of its agreements set forth in the
representation letters of the Issuers and the Subsidiary Guarantors to
DTC relating to the approval of the Notes by DTC for "book-entry"
transfer;
(j) During the period beginning on the date hereof and
continuing to and including the Closing Date, not to offer, sell,
contract to sell or otherwise transfer or dispose of any debt
securities of each of the Issuers or any Subsidiary Guarantor or any
warrants, rights or options to purchase or otherwise acquire debt
securities of the Issuers or any Subsidiary Guarantor substantially
similar to the Notes and the Guarantees (other than (i) the Notes and
the Guarantees, (ii) commercial paper issued in the ordinary course of
business and (iii) the incurrence of debt in connection with the Credit
Facility) without the prior written consent of the Initial Purchasers.
As used herein, the term
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"Credit Facility" means the Fourth Amended and Restated Credit
Agreement among the Partnership, El Paso Finance, the several lenders
from time to time parties thereto, Credit Lyonnais, as Syndication
Agent, BankBoston, N.A., as Documentation Agent, and The Chase
Manhattan Bank, as Administrative Agent, dated as of March 23, 1995, as
amended and restated through June 30, 2000, and the collateral
documents related thereto;
(k) Not to sell, offer for sale or solicit offers to buy or
otherwise negotiate in respect of any security (as defined in the Act)
that would be integrated with the sale of the Series A Notes to the
Initial Purchasers or pursuant to Exempt Resales in a manner that would
require the registration of any such sale of the Series A Notes under
the Act;
(l) Not to voluntarily claim, and to actively resist any
attempts to claim, the benefit of any usury laws against the holders of
any Notes and the related Guarantees;
(m) To comply with all of its agreements set forth in the
Registration Rights Agreement;
(n) To use its best efforts to do and perform all things
required or necessary to be done and performed under this Agreement by
it prior to the Closing Date and to satisfy all conditions precedent to
the delivery of the Series A Notes and the Guarantees; and
(o) Promptly following the Closing Date, apply the proceeds
from the issuance and sale of the Series A Notes as described in the
Offering Circular under "Use of Proceeds."
6. Representations, Warranties and Agreements of the Partnership, El
Paso Finance and the Subsidiary Guarantors. As of the date hereof, each of the
Partnership, El Paso Finance and the Subsidiary Guarantors represents and
warrants to, and agrees with, the Initial Purchasers as to the following:
(a) The Preliminary Offering Circular and the Offering
Circular do not, and any supplement or amendment to them will not,
contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they
were made, not misleading, except that the representations and
warranties contained in this paragraph (a) shall not apply to
statements in or omissions from the Preliminary Offering Circular or
the Offering Circular (or any supplement or amendment thereto) based
upon information relating to the Initial Purchasers furnished to the
Issuers in writing by the Initial Purchasers expressly for use therein.
The parties hereto acknowledge and agree that for purposes of this
Agreement, including this Section 6(a) and Section 8(b) hereof, the
only information furnished to the Issuers in writing by the Initial
Purchasers expressly for use in the Preliminary Offering Circular or
the Offering Circular (or any amendment or supplement to any of them)
is (i) the list of Initial Purchasers and the aggregate principal
amount of Series A Notes to be purchased by each of them, set forth in
the first table under the caption "Plan of Distribution" in the
Offering Circular and (ii) the information set forth in the third,
eighth, ninth and eleventh paragraphs under the caption "Plan of
Distribution" in the Offering Circular, and the information set forth
in the second sentence of the fourth paragraph and in the second
sentence of the seventh paragraph under such caption in the Offering
Circular. Furthermore, the parties hereto acknowledge that for purposes
of this Agreement, including this Section 6(a) and Section 8(b) hereof,
the Initial Purchasers shall not be deemed to have provided any
information (and therefore are not responsible for any statements or
omissions) pertaining to any arrangement or agreement with respect to
any party other than the Initial Purchasers. No stop order preventing
the use of the Preliminary Offering Circular or the Offering Circular,
or any amendment or supplement thereto, or any order asserting that any
of the transactions contemplated by this Agreement are subject to the
registration requirements of the Act, has been issued.
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(b) Each of the Partnership and its Restricted Subsidiaries
and El Paso Finance, as applicable, has been duly formed or
incorporated, is validly existing as a partnership, corporation or
limited liability company in good standing under the laws of their
respective jurisdictions of formation or incorporation and has the
partnership, corporate or limited liability company power and authority
to carry on their respective businesses as described in the Preliminary
Offering Circular and the Offering Circular and to own, lease and
operate their respective properties, and each (other than the general
partnerships) is duly qualified and is in good standing as a foreign
limited partnership, corporation or limited liability company
authorized to do business in each jurisdiction in which the nature of
each of their businesses or their ownership or leasing of property
requires such qualification, except where the failure to be so
qualified could reasonably be expected not to have a material adverse
effect on the business, financial condition or results of operations of
the Partnership, its subsidiaries and El Paso Finance, taken as a whole
(a "Material Adverse Effect").
(c) El Paso Energy Partners Company, a Delaware corporation,
(the "General Partner") has been duly incorporated and is validly
existing in good standing under the laws of the State of Delaware with
full corporate power and authority to carry on its businesses; to own,
lease and operate its properties; and to act as the general partner of
the Partnership in all material respects as described in the
Preliminary Offering Circular and in the Offering Circular. The General
Partner is duly qualified and is in good standing as a foreign
corporation authorized to do business in each jurisdiction in which the
nature of its businesses or its ownership or leasing of property
requires such qualification, except where the failure to be so
qualified could reasonably be expected not to (i) have a Material
Adverse Effect, or (ii) subject the limited partners of the Partnership
to any material liability or disability.
(d) All of the issued and outstanding shares of capital stock
of the General Partner have been duly and validly authorized and issued
and are fully paid and nonassessable, and are owned by DeepTech
International Inc. ("DeepTech") free and clear of any lien, adverse
claim, security interest equity or other encumbrance (each, a "Lien"),
except for any Permitted Encumbrances. DeepTech is a wholly-owned
subsidiary of El Paso Corporation. As used herein "Permitted
Encumbrances" means any lien, adverse claim, security interest or other
interest created in connection with or permitted under (i) the Credit
Facility, (ii) the credit agreement to which Deepwater Holdings,
L.L.C., a Delaware limited liability company in which a subsidiary of
the Partnership owns a 50% membership interest is a party, and the
collateral documents related thereto, (iii) the Indenture and all
related agreements, including without limitation, any lock-up
agreements, (iv) the Partnership Agreement or other formation or
governance agreements of the Partnership, the General Partner, or any
subsidiary of the Partnership, (v) the credit agreement to which Argo,
L.L.C., a Delaware limited liability company, is a party and the
collateral documents related thereto, (vi) the credit agreement to
which Poseidon Oil Pipeline Company, L.L.C., a Delaware limited
liability company in which a subsidiary of the Partnership owns a 36%
membership interest, is a party, and the collateral documents related
thereto, (vii) the financial arrangements to which Xxxxxx I and Xxxxxx
XX (each as defined below) are parties, and (viii) the Indenture into
which the Partnership entered on May 27, 1999, as amended and
supplemented.
(e) All outstanding shares of capital stock or partnership
interests of El Paso Finance or the Partnership, as applicable, have
been duly authorized and validly issued and are fully paid,
non-assessable (except, in the case of the partnership interests of the
Partnership, to the extent set forth in Section 17-303 of the Delaware
Revised Uniform Limited Partnership Act (the "DRULPA")) and not subject
to any preemptive or similar rights except as otherwise set forth in
the Partnership Agreement and disclosed in the Offering Circular.
(f) The entities listed on Schedule C hereto are the only
subsidiaries, direct or indirect, of the Partnership. All of the
outstanding shares of capital stock, limited partner interests, general
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partner interests or limited liability company interests of each of the
Partnership's subsidiaries have been duly authorized and validly issued
and are fully paid and (except (i) as required to the contrary by the
Delaware Limited Liability Company Act and DRULPA and (ii) with respect
to any general partner interests) non-assessable, and except as
otherwise set forth in the Offering Circular (exclusive of any
supplement or amendment) are owned by the Partnership, directly or
indirectly through one or more wholly-owned subsidiaries or the General
Partner, free and clear of any Lien, other than Permitted Encumbrances.
(g) The General Partner is the sole general partner of the
Partnership with a 1.0% general partner interest in the Partnership,
and such general partner interest is duly authorized and validly issued
to the General Partner in accordance with the Second Amended and
Restated Agreement of Limited Partnership of El Paso Energy Partners,
L.P. dated as of February 19, 1993 as amended and restated effective as
of August 31, 2000 (as amended, the "Partnership Agreement"). The
Partnership Agreement has been duly authorized, executed and delivered
by the General Partner and is a valid and legally binding agreement of
the General Partner, enforceable against the General Partner in
accordance with its terms, except as (i) the enforceability thereof may
be limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and (ii) rights of acceleration and the
availability of equitable remedies may be limited by equitable
principles of general applicability. The General Partner owns such
general partner interest free and clear of any Lien, other than
Permitted Encumbrances.
(h) The General Partner, Xxxxxx Xxxxx Investors I, L.L.C.
("Xxxxxx X") and Xxxxxx Xxxxx Investors II, L.L.C. ("Xxxxxx XX") own
limited partner interests in the Partnership represented by 8,953,764
common units ("Common Units"); all of such Common Units and the limited
partner interests represented thereby have been duly authorized and
validly issued and are fully paid (to the extent required by the
Partnership Agreement) and nonassessable (except (i) as required to the
contrary by DRULPA and (ii) as such nonassessability may be affected
by matters described in the Offering Circular); and the General Partner
and its affiliates own such limited partner interests free and clear of
any Lien, other than Permitted Encumbrances.
(i) This Agreement has been duly authorized, executed and
delivered by each of the Issuers and each of the Subsidiary Guarantors
and constitutes a valid and binding obligation of each of the Issuers
and each of the Subsidiary Guarantors in accordance with its terms,
except as (i) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and
(ii) rights of acceleration and the availability of equitable remedies
may be limited by equitable principles of general applicability.
(j) The Indenture has been duly authorized by each of the
Issuers and each of the Subsidiary Guarantors, and, on the Closing
Date, will have been validly executed and delivered by each of the
Issuers and each of the Subsidiary Guarantors. When the Indenture has
been duly executed and delivered by each of the Issuers and each of the
Subsidiary Guarantors, the Indenture will be a valid and binding
agreement of each of the Issuers and each of the Subsidiary Guarantors,
enforceable against each of the Issuers and each of the Subsidiary
Guarantors in accordance with its terms, except as (i) the
enforceability thereof may be limited by bankruptcy, insolvency or
similar laws affecting creditors' rights generally and (ii) rights of
acceleration and the availability of equitable remedies may be limited
by equitable principles of general applicability. On the Closing Date,
the Indenture will conform in all material respects to the requirements
of the Trust Indenture Act of 1939, as amended (the "TIA"), and the
rules and regulations of the Commission applicable to an indenture
which is qualified thereunder.
(k) The Series A Notes have been duly authorized and, on the
Closing Date, will have been validly executed and delivered by each of
the Issuers. When the Series A Notes have been
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issued, executed and authenticated in accordance with the provisions of
the Indenture and delivered to and paid for by the Initial Purchasers
in accordance with the terms of this Agreement, the Series A Notes will
be entitled to the benefits of the Indenture and will be valid and
binding obligations of the Issuers, enforceable in accordance with
their terms, except as (i) the enforceability thereof may be limited by
bankruptcy, insolvency or similar laws affecting creditors' rights
generally and (ii) rights of acceleration and the availability of
equitable remedies may be limited by equitable principles of general
applicability. On the Closing Date, the Series A Notes will conform as
to legal matters to the description thereof contained in the Offering
Circular.
(l) On the Closing Date, the Series B Notes will have been
duly authorized by each of the Issuers. When the Series B Notes are
issued, executed and authenticated in accordance with the terms of the
Exchange Offer and the Indenture, the Series B Notes will be entitled
to the benefits of the Indenture and will be the valid and binding
obligations of the Issuers, enforceable against the Issuers in
accordance with their terms, except as (i) the enforceability thereof
may be limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and (ii) rights of acceleration and the
availability of equitable remedies may be limited by equitable
principles of general applicability.
(m) The Guarantee to be endorsed on the Series A Notes by each
Subsidiary Guarantor has been duly authorized by such Subsidiary
Guarantor and, on the Closing Date, will have been duly executed and
delivered by each such Subsidiary Guarantor. When the Series A Notes
have been issued, executed and authenticated in accordance with the
Indenture and delivered to and paid for by the Initial Purchasers in
accordance with the terms of this Agreement, the Guarantee of each
Subsidiary Guarantor endorsed thereon will be entitled to the benefits
of the Indenture and will be the valid and binding obligation of such
Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in
accordance with its terms, except as (i) the enforceability thereof may
be limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and (ii) rights of acceleration and the
availability of equitable remedies may be limited by equitable
principles of general applicability. On the Closing Date, the
Guarantees to be endorsed on the Series A Notes will conform as to
legal matters to the description thereof contained in the Offering
Circular.
(n) The Guarantee to be endorsed on the Series B Notes by each
Subsidiary Guarantor has been duly authorized by such Subsidiary
Guarantor and, when issued, will have been duly executed and delivered
by each such Subsidiary Guarantor. When the Series B Notes have been
issued, executed and authenticated in accordance with the terms of the
Exchange Offer and the Indenture, the Guarantee of each Subsidiary
Guarantor endorsed thereon will be entitled to the benefits of the
Indenture and will be the valid and binding obligation of such
Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in
accordance with its terms, except as (i) the enforceability thereof may
be limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and (ii) rights of acceleration and the
availability of equitable remedies may be limited by equitable
principles of general applicability. When the Series B Notes are
issued, authenticated and delivered, the Guarantees to be endorsed on
the Series B Notes will conform as to legal matters to the description
thereof in the Offering Circular.
(o) The Registration Rights Agreement has been duly authorized
by each of the Issuers and each of the Subsidiary Guarantors and, on
the Closing Date, will have been duly executed and delivered by each of
the Issuers and each of the Subsidiary Guarantors. When the
Registration Rights Agreement has been duly executed and delivered, the
Registration Rights Agreement will be a valid and binding agreement of
each of the Issuers and each of the Subsidiary Guarantors, enforceable
against each of the Issuers and each of the Subsidiary Guarantors in
accordance with its terms, except as (i) the enforceability thereof may
be limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and (ii) rights of acceleration and the
availability of
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equitable remedies may be limited by equitable principles of general
applicability. On the Closing Date, the Registration Rights Agreement
will conform as to legal matters to the description thereof in the
Offering Circular.
(p) Neither the Issuers nor any of their subsidiaries is in
violation of its respective limited partnership agreement, limited
liability company agreement, charter, by-laws or similar organizational
document or in default in the performance of any obligation, agreement,
covenant or condition contained in any indenture, loan agreement,
mortgage, lease or other agreement or instrument that is material to
the Issuers and their subsidiaries, taken as a whole, to which the
Issuers or any of their subsidiaries is a party or by which the Issuers
or any of their subsidiaries or their respective property is bound,
except with respect to any such indenture, loan agreement, mortgage,
lease or other agreement or instrument, any default which could
reasonably be expected not to have a Material Adverse Effect.
(q) The execution, delivery and performance of this Agreement
and the other Operative Documents by each of the Issuers and each of
the Subsidiary Guarantors, compliance by each of the Issuers and each
of the Subsidiary Guarantors with all provisions hereof and thereof and
the consummation of the transactions contemplated hereby and thereby
will not (i) require any consent, approval, authorization, filing with
or other order of, or qualification with, any court or governmental
body or agency (except such as may be required under the securities or
Blue Sky laws of the various states or, with respect to the proposed
offer to exchange the Exchange Notes for the Notes, the federal
securities laws), (ii) conflict with or constitute a breach of any of
the terms or provisions of, or a default under, the limited partnership
agreement, limited liability company agreement, charter, by-laws or
similar organizational document of the Partnership or any of its
Restricted Subsidiaries or El Paso Finance or any existing indenture,
loan agreement, mortgage, lease or other agreement or instrument that
is material to the Partnership and its Restricted Subsidiaries and El
Paso Finance, taken as a whole, to which the Partnership or any of its
Restricted Subsidiaries or El Paso Finance is a party or by which the
Partnership or any of its Restricted Subsidiaries or El Paso Finance or
their respective property is bound, provided, however, that a consent
or waiver under, or amendment of, the Credit Facility shall be required
in order for the issuance of the Notes to not constitute a default
thereunder, (iii) violate or conflict with any applicable existing law
or any rule, regulation, judgment, order or decree of any court or any
governmental body or agency having jurisdiction over the Partnership or
any of its Restricted Subsidiaries or El Paso Finance or their
respective property, (iv) result in the imposition or creation of (or
the obligation to create or impose) a Lien under, any existing
agreement or instrument to which the Partnership or any of its
Restricted Subsidiaries or El Paso Finance is a party or by which the
Partnership or any of its Restricted Subsidiaries or El Paso Finance or
their respective property is bound, or (v) result in the termination,
suspension or revocation of any existing Authorization (as defined
below) of the Partnership or any of its Restricted Subsidiaries or El
Paso Finance or result in any other impairment of the rights of the
holder of any such Authorization, except to the extent they could
reasonably be expected not to have a Material Adverse Effect.
(r) No action, suit or governmental proceedings by or before
any court or governmental agency, authority or body is pending or, to
our knowledge, threatened to which the Partnership or any of its
Restricted Subsidiaries or El Paso Finance is or could be a party or to
which any of their respective property is or could be subject, except
for such proceedings which, singly or in the aggregate, could
reasonably be expected not to result in a Material Adverse Effect and
except as set forth in the Offering Circular.
(s) The Partnership, its Restricted Subsidiaries and El Paso
Finance are (i) in compliance with any and all foreign, federal, state
or local law or regulation relating to the protection of human health
and safety, the environment or hazardous or toxic substances or wastes,
pollutants
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or contaminants ("Environmental Laws"), (ii) have received and are in
compliance with all permits, licenses or other approvals required of
them under applicable Environmental Laws to conduct their respective
businesses and (iii) have not received notice of any actual or
potential liability under the Environmental Laws, in the case of (i)
through (iii), except where such non-compliance or liability, singly or
in the aggregate, could reasonably be expected not to result in a
Material Adverse Effect. None of the Partnership, its Restricted
Subsidiaries or El Paso Finance have been named as a "potentially
responsible party" under the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended ("CERCLA"). The
Partnership, its Restricted Subsidiaries and El Paso Finance are not in
violation of any provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or any provisions of the Foreign
Corrupt Practices Act or the rules and regulations promulgated
thereunder, except for such violations which, singly or in the
aggregate, could reasonably be expected not to result in a Material
Adverse Effect.
(t) There are no costs or liabilities associated with
Environmental Laws (including, without limitation, any capital or
operating expenditures required for clean-up, closure of properties or
compliance with Environmental Laws or any Authorization, any related
constraints on operating activities and any potential liabilities to
third parties) which, singly or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect.
(u) Each of the Partnership and its Restricted Subsidiaries
and El Paso Finance has such permits, licenses, consents, exemptions,
franchises, authorizations and other approvals (each, an
"Authorization") of, and has made all filings with and notices to, all
governmental or regulatory authorities and self-regulatory
organizations and all courts and other tribunals, including without
limitation, under any applicable Environmental Laws, as are necessary
to own, lease, license and operate its respective properties and to
conduct its business, except where the failure to have any such
Authorization or to make any such filing or notice could, singly or in
the aggregate, reasonably be expected not to have a Material Adverse
Effect. Each such Authorization is valid and in full force and effect
and each of the Partnership and its Restricted Subsidiaries and El Paso
Finance is in compliance with all the terms and conditions thereof and
with the rules and regulations of the authorities and governing bodies
having jurisdiction with respect thereto; and no event has occurred
(including, without limitation, the receipt of any notice from any
authority or governing body) which allows or, after notice or lapse of
time or both, would allow, revocation, suspension or termination of any
such Authorization or results or, after notice or lapse of time or
both, would result in any other impairment of the rights of the holder
of any such Authorization; and such Authorizations contain no
restrictions that are burdensome to the Partnership or any of its
Restricted Subsidiaries or El Paso Finance; except where such failure
to be valid and in full force and effect or to be in compliance, the
occurrence of any such event or the presence of any such restriction
could, singly or in the aggregate, reasonably be expected not to have a
Material Adverse Effect.
(v) Each of the Partnership and its subsidiaries and El Paso
Finance owns or leases all such properties as are necessary to the
conduct of its operations as presently conducted, except where the lack
of ownership or leasing would not, individually or in the aggregate,
have a Material Adverse Effect.
(w) Each of the Partnership and its subsidiaries and El Paso
Finance has, or at the Closing Date will have, such consents,
easements, right-of-way or licenses from any person ("rights-of-way")
as are necessary to conduct its business in the manner described in the
Offering Circular, subject to such qualifications as may be set forth
in the Offering Circular and except for such rights-of-way which, if
not obtained, could, singly or in the aggregate, reasonably be expected
not to have a Material Adverse Effect; each of the Partnership and its
subsidiaries and El Paso Finance has, or at the Closing Date will have,
fulfilled and performed all its material obligations with respect to
such rights-of-way and no event has occurred which allows, or after
notice or lapse of time would allow,
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revocation or termination thereof or would result in any impairment of
the rights of the holder of any such rights-of-way, except for such
revocations, terminations and impairments that could reasonably be
expected not to have a Material Adverse Effect, subject in each case to
such qualifications as may be set forth in the Offering Circular; and
except as described in the Offering Circular, none of such
rights-of-way contains any restriction that is materially burdensome to
the Partnership and its subsidiaries and El Paso Finance considered as
a whole.
(x) The accountants, PricewaterhouseCoopers LLP, that have
certified financial statements and supporting schedules included in the
Preliminary Offering Circular and the Offering Circular are independent
public accountants with respect to the Issuers and the Subsidiary
Guarantors (other than Poseidon Oil Pipeline Company, L.L.C. and for
the year ended December 31, 1999, First Reserve Gas, L.L.C. and its
subsidiaries, Petal Gas Storage Company, L.L.C., and Crystal Properties
and Trading Company, L.L.C.), as required by the Act and the Exchange
Act; the accountants Xxxxxx Xxxxxxxx L.L.P., that have certified
financial statements and supporting schedules included in the
Preliminary Offering Circular and the Offering Circular are independent
public accountants with respect to Poseidon Oil Pipeline Company,
L.L.C. as required by the Act and the Exchange Act; and the accountants
KPMG LLP that have certified financial statements and supporting
schedules included in the Preliminary Offering Circular and the
Offering Circular are independent public accountants with respect to
First Reserve Gas, L.L.C. and its subsidiaries, Petal Gas Storage
Company, L.L.C., and Crystal Properties and Trading Company, L.L.C. for
the year ended December 31, 1999 as required by the Act and the
Exchange Act. The historical financial statements, together with
related schedules and notes, set forth in the Preliminary Offering
Circular and the Offering Circular comply as to form in all material
respects with the requirements applicable to registration statements on
Form S-3 under the Act.
(y) The historical financial statements, together with related
schedules and notes forming part of the Offering Circular (and any
amendment or supplement thereto), present fairly the consolidated
financial position, results of operations and changes in financial
position of the Partnership and its subsidiaries and El Paso Finance on
the basis stated in the Offering Circular at the respective dates or
for the respective periods to which they apply; such statements and
related schedules and notes have been prepared in accordance with
generally accepted accounting principles consistently applied
throughout the periods involved, except as disclosed therein; and the
other financial and statistical information and data set forth in the
Offering Circular (and any amendment or supplement thereto) are, in all
material respects, accurately presented and prepared on a basis
consistent with such financial statements and the books and records of
the Partnership and El Paso Finance.
(z) The pro forma financial statements included in the
Preliminary Offering Circular and the Offering Circular have been
prepared on a basis consistent with the historical financial statements
of the Partnership and its subsidiaries and El Paso Finance and give
effect to assumptions used in the preparation thereof on a reasonable
basis and in good faith and present fairly the historical and proposed
transactions contemplated by the Preliminary Offering Circular and the
Offering Circular; and such pro forma financial statements comply as to
form in all material respects with the requirements applicable to pro
forma financial statements included in registration statements on Form
S-3 under the Act. The other pro forma financial and statistical
information and data included in the Offering Circular are, in all
material respects, accurately presented and prepared on a basis
consistent with the pro forma financial statements.
(aa) Neither of the Issuers is and, after giving effect to the
offering and sale of the Series A Notes and the application of the net
proceeds thereof as described in the Offering Circular, will not be, an
"investment company," as such term is defined in the Investment Company
Act of 1940, as amended or a "holding company" within the meaning of,
or subject to regulation under, the Public
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Utility Holding company Act of 1935, as amended, and the rules and
regulations promulgated by the Commission thereunder.
(bb) There are no contracts, agreements or understandings
between the Issuers or any Subsidiary Guarantor and any person granting
such person the right to require the Issuers or such Subsidiary
Guarantor to file a registration statement under the Act with respect
to any securities of the Issuers or such Subsidiary Guarantor other
than the rights (i) of the General Partner and its affiliates in
Section 6.14 of the Partnership Agreement; (ii) of EPEC Deepwater
Gathering Company ("EPEC") and its successors pursuant to a
registration rights agreement between EPEC and the Partnership executed
in connection with the acquisition by the Partnership of an additional
interest in Viosca Xxxxx Gathering Company; (iii) as contemplated by
the registration rights agreement dated as of August 28, 2000, between
Crystal Gas Storage, Inc. and the Partnership; provided, however, that
with respect to (i) through (iii) above, the General Partner, EPEC,
Xxxxxx X and Xxxxxx XX have agreed not to exercise their rights with
respect to such securities in connection with the offering of the Notes
for 90 days hereafter pursuant to letter agreements of even date
herewith; and (iv) granted under the Credit Facility and related
agreements. There are no contracts, agreements or understandings
between the Issuers or any Subsidiary Guarantor and any person granting
such person the right to require the Issuers or such Subsidiary
Guarantor to include such securities with the Notes and Guarantees
registered pursuant to any Registration Statement, other than the
rights of the General Partner and its affiliates in Section 6.14 of the
Partnership Agreement (which rights have been waived in connection with
any Registration Statement filed pursuant to the Registration Rights
Agreement).
(cc) Neither the Partnership nor any of its subsidiaries nor
El Paso Finance nor any agent thereof acting on the behalf of them has
taken, and none of them will take, any action that might cause this
Agreement or the issuance or sale of the Series A Notes to violate
Regulation T (12 C.F.R. Part 220), Regulation U (12 C.F.R. Part 221) or
Regulation X (12 C.F.R. Part 224) of the Board of Governors of the
Federal Reserve System.
(dd) No "nationally recognized statistical rating
organization" as such term is defined for purposes of Rule 436(g)(2)
under the Act (i) has imposed (or has informed the Issuers or any
Subsidiary Guarantor that it is considering imposing) any condition
(financial or otherwise) on the Issuers' or any Subsidiary Guarantor's
retaining any rating assigned to the Issuers or any Subsidiary
Guarantor, any securities of the Issuer or any Subsidiary Guarantor or
(ii) has indicated to the Issuers or any Subsidiary Guarantor that it
is considering (a) the downgrading, suspension, or withdrawal of, or
any review for a possible change that does not indicate the direction
of the possible change in, any rating so assigned or (b) any change in
the outlook for any rating of the Issuers, any Subsidiary Guarantor or
any securities of the Issuers or any Subsidiary Guarantor.
(ee) Since the respective dates as of which information is
given in the Offering Circular other than as set forth in the Offering
Circular (exclusive of any amendments or supplements thereto subsequent
to the date of this Agreement), (i) there has not occurred any material
adverse change or any development involving a prospective material
adverse change in the condition, financial or otherwise, or the
earnings, business, management or operations of the Partnership and its
subsidiaries and El Paso Finance, taken as a whole, (ii) there has not
been any material adverse change or any development involving a
prospective material adverse change in the capital stock, limited
liability company interests or partnership units, as applicable, or in
the long-term debt of the Partnership or any of its subsidiaries or El
Paso Finance and (iii) neither the Partnership nor any of its
subsidiaries nor El Paso Finance has incurred any material liability or
obligation, direct or contingent.
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(ff) Each of the Preliminary Offering Circular and the
Offering Circular, as of its date, contains all the information
specified in, and meets all of the requirements of, Rule 144A(d)(4)
under the Act.
(gg) Each of the Preliminary Offering Circular and the
Offering Circular, as of its date, contains all of the information
specified in, and complies in all material respects with, the
applicable requirements of the Act as if such document were filed using
a registration statement on Form S-3.
(hh) The statements under the captions "Description of Notes,"
"Summary of the Partnership Agreement," "Description of Other
Indebtedness," "United States Federal Income and Estate Tax
Considerations" and "Plan of Distribution" in the Offering Circular,
insofar as such statements purport to constitute a summary of the legal
matters, documents or proceedings referred to therein, fairly present
in all material respects such legal matters, documents and proceedings.
(ii) When the Series A Notes and the Guarantees are issued and
delivered pursuant to this Agreement, neither the Series A Notes nor
the Guarantees will be of the same class (within the meaning of Rule
144A under the Act) as any security of the Issuers or the Subsidiary
Guarantors that is listed on a national securities exchange registered
under Section 6 of the Exchange Act or that is quoted in a United
States automated inter-dealer quotation system.
(jj) No form of general solicitation or general advertising
(as defined in Regulation D under the Act) was used by the Issuers, the
Subsidiary Guarantors or any of their respective representatives (other
than the Initial Purchasers, as to whom the Issuers and the Subsidiary
Guarantors make no representation) in connection with the offer and
sale of the Series A Notes contemplated hereby, including, but not
limited to, articles, notices or other communications published in any
newspaper, magazine, or similar medium or broadcast over television or
radio, or any seminar or meeting whose attendees have been invited by
any general solicitation or general advertising. No securities of the
same class as the Series A Notes have been issued and sold by the
Issuers within the six-month period immediately prior to the date
hereof.
(kk) Prior to the effectiveness of any Registration Statement,
the Indenture is not required to be qualified under the TIA.
(ll) None of the Issuers, the Subsidiary Guarantors nor any of
their respective affiliates or any person acting on its or their behalf
(other than the Initial Purchasers, as to whom the Issuers and the
Subsidiary Guarantors make no representation) has engaged or will
engage in any directed selling efforts within the meaning of Regulation
S under the Act ("Regulation S") with respect to the Series A Notes or
the Guarantees.
(mm) The Issuers, the Subsidiary Guarantors and their
respective affiliates and all persons acting on their behalf (other
than the Initial Purchasers, as to whom the Issuers and the Subsidiary
Guarantors make no representation) have complied with and will comply
with the offering restrictions requirements of Regulation S in
connection with the offering of the Series A Notes outside the United
States and, in connection therewith, the Offering Circular will contain
the disclosure required by Regulation S.
(nn) The Partnership is a "reporting issuer," as defined in
Rule 902 under the Act.
(oo) The Series A Notes offered and sold in reliance on
Regulation S have been and will be offered and sold only in offshore
transactions.
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(pp) The sale of the Series A Notes pursuant to Regulation S
is not part of a plan or scheme to evade the registration provisions of
the Act.
(qq) No registration under the Act of the Series A Notes or
the Guarantees is required for the sale of the Series A Notes and the
Guarantees to the Initial Purchasers as contemplated hereby or for the
Exempt Resales assuming the accuracy of the Initial Purchasers'
representations and warranties and agreements set forth in Section 7
hereof.
(rr) Each certificate signed by any officer of the Issuers or
any Subsidiary Guarantor and delivered to the Initial Purchasers or
counsel for the Initial Purchasers shall be deemed to be a
representation and warranty by the Issuers or such Subsidiary Guarantor
to the Initial Purchasers as to the matters covered thereby.
(ss) Except as otherwise set forth in the Preliminary Offering
Circular or the Offering Circular or such as are not material to the
business, prospects, financial condition or results of operations of
the Partnership and its subsidiaries (taken as a whole), and except for
liens created by operation and maintenance agreements, space lease
agreements and other similar types of agreements ordinary and customary
to the operations of the General Partner, the Partnership and its
subsidiaries, the Partnership and the Subsidiary Guarantors have good
and defensible title to their interests in their oil and gas
properties.
(tt) The information which was supplied by the Partnership to
Netherland, Xxxxxx & Associates, Inc. ("Netherland & Xxxxxx"),
independent petroleum engineers, for purposes of evaluating the oil and
gas reserves of the Partnership and the Subsidiary Guarantors as of
December 31, 1999, including, without limitation, production, costs of
operation and development, current prices for production, agreements
relating to current and future operations and sales of production, was
true and correct in all material respects on the dates such estimates
were made and such information was supplied and was prepared in
accordance with customary industry practices, as indicated in the
letter of Netherland & Xxxxxx dated February 21, 2000 (the "Netherland
& Xxxxxx Letter"); Netherland & Xxxxxx was, as of the date of the
Netherland & Xxxxxx Letter, and is, as of the date hereof, independent
with respect to the Partnership and the Subsidiary Guarantors; other
than normal production of the reserves and intervening spot market
product price fluctuations, the Partnership is not aware of any facts
or circumstances that would result in a materially adverse change in
the reserves, or the present value of future net cash flows therefrom,
as described in the Offering Circular and as reflected in the
Netherland & Xxxxxx Letter and the reserve report referenced therein;
estimates of such reserves and present values as described in the
Offering Circular and reflected in the Netherland & Xxxxxx Letter and
the reserve report referenced therein comply in all material respects
to the applicable requirements of Regulation S-X and Industry Guide 2
under the Securities Act.
(uu) The Partnership and each of its subsidiaries are insured
by insurers of recognized financial responsibility against such losses
and risks and in such amounts as are prudent and customary in the
businesses in which they are engaged; and neither the Partnership nor
any of its subsidiaries (i) has received notice from any insurer or
agent of such insurer that substantial capital improvements or other
material expenditures will have to be made in order to continue such
insurance or (ii) has any reason to believe that it will not be able to
renew its existing insurance coverage as and when such coverage expires
or to obtain similar coverage from similar insurers at a cost that
could reasonably be expected not to have a Material Adverse Effect;
(vv) Except as disclosed in the Offering Circular, no
relationship, direct or indirect, exists between or among the
Partnership or any of its subsidiaries on the one hand, and the
directors, officers, stockholders, customers or suppliers of the
Partnership or any of its subsidiaries on the
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other hand, which would be required by the Act to be described in the
Offering Circular if the Offering Circular were a prospectus included
in a registration statement on Form S-1 filed with the Commission.
(ww) There is no (i) significant unfair labor practice
complaint, grievance or arbitration proceeding pending or threatened
against the Partnership or any of its subsidiaries before the National
Labor Relations Board or any state or local labor relations board, (ii)
strike, labor dispute, slowdown or stoppage pending or threatened
against the Partnership or any of its subsidiaries or (iii) union
representation question existing with respect to the employees of the
Partnership or any of its subsidiaries, except in the case of clauses
(i), (ii) and (iii) for such actions which, singly or in the aggregate,
could reasonably be expected not to have a Material Adverse Effect. To
the best knowledge of the Partnership, no collective bargaining
organizing activities are taking place with respect to the Partnership
or any of its subsidiaries.
(xx) The Issuers and each of their subsidiaries maintain a
system of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with
management's general or specific authorizations; (ii) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to
maintain asset accountability; (iii) access to assets is permitted only
in accordance with management's general or specific authorization; and
(iv) the recorded accountability for assets is compared with the
existing assets at reasonable intervals and appropriate action is taken
with respect to any differences.
(yy) All material tax returns required to be filed by the
Issuers and each of their subsidiaries in any jurisdiction have been
filed, other than those filings being contested in good faith, and all
material taxes, including withholding taxes, penalties and interest,
assessments, fees and other charges due pursuant to such returns or
pursuant to any assessment received by the Issuers or any of their
subsidiaries have been paid, other than those being contested in good
faith and for which adequate reserves have been provided. There are no
transfer taxes or other similar fees or charges under Federal law or
the laws of any state, or any political subdivision thereof, required
to paid in connection with the execution and delivery of this Agreement
or the issuance and sale of the Notes.
(zz) All indebtedness of the Partnership that will be repaid
with the proceeds of the issuance and sale of the Series A Notes was
incurred, and the indebtedness represented by the Series A Notes is
being incurred, for proper purposes and in good faith and each of the
Issuers and the Subsidiary Guarantors was, at the time of the
incurrence of such indebtedness that will be repaid with the proceeds
of the issuance and sale of the Series A Notes, and will be on the
Closing Date (after giving effect to the application of the proceeds
from the issuance of the Series A Notes) solvent, and had at the time
of the incurrence of such indebtedness that will be repaid with the
proceeds of the issuance and sale of the Series A Notes and will have
on the Closing Date (after giving effect to the application of the
proceeds from the issuance of the Series A Notes) sufficient capital
for carrying on their respective business and were, at the time of the
incurrence of such indebtedness that will be repaid with the proceeds
of the issuance and sale of the Series A Notes, and will be on the
Closing Date (after giving effect to the application of the proceeds
from the issuance of the Series A Notes) able to pay their respective
debts as they mature.
(aaa) No action has been taken and no law, statute, rule or
regulation or order has been enacted, adopted or issued by any
governmental agency or body which prevents the execution, delivery and
performance of any of the Operative Documents, the issuance of the
Series A Notes or the Guarantees, or suspends the sale of the Series A
Notes or the Guarantees in any jurisdiction referred to in Section
5(e); and no injunction, restraining order or other order or relief of
any nature by a federal or state court or other tribunal of competent
jurisdiction has been issued with respect
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to the Issuers or any of their subsidiaries which would prevent or
suspend the issuance or sale of the Series A Notes or the Guarantees in
any jurisdiction referred to in Section 5(e).
The Issuers acknowledge that the Initial Purchasers and, for purposes
of the opinions to be delivered to the Initial Purchasers pursuant to Section 9
hereof, counsel to the Issuers and the Subsidiary Guarantors and counsel to the
Initial Purchasers will rely upon the accuracy and truth of the foregoing
representations and hereby consents to such reliance.
7. Initial Purchasers' Representations and Warranties. Each of the
Initial Purchasers, severally and not jointly, represents and warrants to each
of the Issuers and the Subsidiary Guarantors, and agrees that:
(a) Such Initial Purchaser is a Q.B. with such knowledge and
experience in financial and business matters as is necessary in order
to evaluate the merits and risks of an investment in the Series A
Notes;
(b) Such Initial Purchaser (A) is not acquiring the Series A
Notes with a view to any distribution thereof or with any present
intention of offering or selling any of the Series A Notes in a
transaction that would violate the Act or the securities laws of any
state of the United States or any other applicable jurisdiction and (B)
will be reoffering and reselling the Series A Notes only to (x) QIBs in
reliance on the exemption from the registration requirements of the Act
provided by Rule 144A, and (y) in offshore transactions in reliance
upon Regulation S under the Act;
(c) Such Initial Purchaser agrees that no form of general
solicitation or general advertising (within the meaning of Regulation D
under the Act) has been or will be used by such Initial Purchaser or
any of its representatives in connection with the offer and sale of the
Series A Notes pursuant hereto, including, but not limited to,
articles, notices or other communications published in any newspaper,
magazine or similar medium or broadcast over television or radio, or
any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising;
(d) Such Initial Purchaser agrees that, in connection with
Exempt Resales, such Initial Purchaser will solicit offers to buy the
Series A Notes only from, and will offer to sell the Series A Notes
only to, Eligible Purchasers. Each Initial Purchaser further agrees
that it will offer to sell the Series A Notes only to, and will solicit
offers to buy the Series A Notes only from (A) Eligible Purchasers that
the Initial Purchaser reasonably believes are QIBs, and (B) Regulation
S Purchasers, in each case, that agree that (x) the Series A Notes
purchased by them may be offered, resold, pledged or otherwise
transferred, only (i) to the Partnership, El Paso Finance, or any
subsidiary of the Partnership, (ii) in the United States to a person
whom the seller reasonably believes is a Qualified Institutional Buyer
(as defined in Rule 144A under the Securities Act) in a transaction
meeting the requirements of Rule 144A, (iii) outside the United States
in an offshore transaction in accordance with Rule 904 under the
Securities Act, (iv) pursuant to an exemption from registration under
the Securities Act provided by Rule 144 thereunder (if available) or
(v) pursuant to an effective registration statement under the
Securities Act, in each of cases (i) through (v) in accordance with any
applicable securities laws of any state of the United States, and (y)
they will deliver to each person to whom such Series A Notes or an
interest therein is transferred a notice substantially to the effect of
the foregoing;
(e) Such Initial Purchaser and its affiliates or any person
acting on its or their behalf have not engaged or will not engage in
any directed selling efforts within the meaning of Regulation S with
respect to the Series A Notes or the Guarantees;
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(f) The Series A Notes offered and sold by such Initial
Purchaser pursuant hereto in reliance on Regulation S have been and
will be offered and sold only in offshore transactions;
(g) The sale of the Series A Notes offered and sold by such
Initial Purchaser pursuant hereto in reliance on Regulation S is not
part of a plan or scheme to evade the registration provisions of the
Act;
(h) Such Initial Purchaser agrees that it has not offered or
sold and will not offer or sell the Series A Notes in the United States
or to, or for the benefit or account of, a U.S. Person (other than a
distributor), in each case, as defined in Rule 902 under the Act (i) as
part of its distribution at any time and (ii) otherwise until 40 days
after the later of the commencement of the offering of the Series A
Notes pursuant hereto and the Closing Date, other than in accordance
with Regulation S of the Act or another exemption from the registration
requirements of the Act. Such Initial Purchaser agrees that, during
such 40-day restricted period, it will not cause any advertisement with
respect to the Series A Notes (including any "tombstone" advertisement)
to be published in any newspaper or periodical or posted in any public
place and will not issue any circular relating to the Series A Notes,
except such advertisements as are permitted by and include the
statements required by Regulation S; and
(i) Such Initial Purchaser agrees that, at or prior to
confirmation of a sale of Series A Notes by it to any distributor,
dealer or person receiving a selling concession, fee or other
remuneration during the 40-day restricted period referred to in Rule
903(b) under the Act, it will send to such distributor, dealer or
person receiving a selling concession, fee or other remuneration a
confirmation or notice to substantially the following effect:
"The Series A Notes covered hereby have not been
registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), and may not be offered and sold within
the United States or to, or for the account or benefit of,
U.S. persons (i) as part of your distribution at any time or
(ii) otherwise until 40 days after the later of the
commencement of the Offering and the Closing Date, except in
either case in accordance with Regulation S under the
Securities Act (or Rule 144A or to institutional accredited
investors as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act, in transactions that are exempt from the
registration requirements of the Securities Act), and in
connection with any subsequent sale by you of the Series A
Notes covered hereby in reliance on Regulation S during the
period referred to above to any distributor, dealer or person
receiving a selling concession, fee or other remuneration, you
must deliver a notice to substantially the foregoing effect.
Terms used above have the meanings assigned to them in
Regulation S."
Each Initial Purchaser acknowledges that the Issuers and the Subsidiary
Guarantors and, for purposes of the opinions to be delivered to each Initial
Purchaser pursuant to Section 9 hereof, counsel to the Issuers and the
Subsidiary Guarantors and counsel to the Initial Purchasers will rely upon the
accuracy and truth of the foregoing representations and the Initial Purchasers
hereby consent to such reliance.
8. Indemnification.
(a) Each of the Issuers and each Subsidiary Guarantor agree,
jointly and severally, to indemnify and hold harmless the Initial
Purchasers, their directors, their officers and each person, if any,
who controls such Initial Purchasers within the meaning of Section 15
of the Act or Section 20 of the Exchange Act, from and against any and
all losses, claims, damages, liabilities and
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judgments (including, without limitation, any legal or other expenses
incurred in connection with investigating or defending any matter,
including any action, that could give rise to any such losses, claims,
damages, liabilities or judgments) caused by any untrue statement or
alleged untrue statement of a material fact contained in the Offering
Circular (or any amendment or supplement thereto), the Preliminary
Offering Circular or any Rule 144A Information provided by the Issuers
or any Subsidiary Guarantor to any holder or prospective purchaser of
Series A Notes pursuant to Section 5(h) or caused by any omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages, liabilities or
judgments are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information relating to
the Initial Purchasers furnished in writing to the Issuers by such
Initial Purchaser (and not with respect to the information provided by
any other Initial Purchaser).
(b) The Initial Purchasers agree, severally and not jointly,
to indemnify and hold harmless the Issuers and the Subsidiary
Guarantors, and their respective directors and officers and each
person, if any, who controls (within the meaning of Section 15 of the
Act or Section 20 of the Exchange Act) the Issuers or the Subsidiary
Guarantors, to the same extent as the foregoing indemnity from the
Issuers and the Subsidiary Guarantors to the Initial Purchasers but
only with reference to information relating to the Initial Purchaser
furnished in writing to the Issuers by such Initial Purchaser expressly
for use in the Preliminary Offering Circular or the Offering Circular
and not with respect to the information provided by any other Initial
Purchaser.
(c) In case any action shall be commenced involving any person
in respect of which indemnity may be sought pursuant to Section 8(a) or
8(b) (the "indemnified party"), the indemnified party shall promptly
notify the person against whom such indemnity may be sought (the
"indemnifying party") in writing and the indemnifying party shall
assume the defense of such action, including the employment of counsel
reasonably satisfactory to the indemnified party and the payment of all
fees and expenses of such counsel, as incurred (except that in the case
of any action in respect of which indemnity may be sought pursuant to
both Sections 8(a) and 8(b), the Initial Purchasers shall not be
required to assume the defense of such action pursuant to this Section
8(c), but may employ separate counsel and participate in the defense
thereof, but the fees and expenses of such counsel, except as provided
below, shall be at the expense of the Initial Purchasers). Any
indemnified party shall have the right to employ separate counsel in
any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of the indemnified
party unless (i) the employment of such counsel shall have been
specifically authorized in writing by the indemnifying party, (ii) the
indemnifying party shall have failed to assume the defense of such
action or employ counsel reasonably satisfactory to the indemnified
party or (iii) the named parties to any such action (including any
impleaded parties) include both the indemnified party and the
indemnifying party, and the indemnified party shall have been advised
by such counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the
indemnifying party (in which case the indemnifying party shall not have
the right to assume the defense of such action on behalf of the
indemnified party). In any such case, the indemnifying party shall not,
in connection with any one action or separate but substantially similar
or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the fees and
expenses of more than one separate firm of attorneys (in addition to
any local counsel) for all indemnified parties and all such fees and
expenses shall be reimbursed as they are incurred. Such firm shall be
designated in writing by Credit Suisse First Boston Corporation, in the
case of the parties indemnified pursuant to Section 8(a), and by the
Issuers, in the case of parties indemnified pursuant to Section 8(b).
The indemnifying party shall indemnify and hold harmless the
indemnified party from and against any and all losses, claims, damages,
liabilities and judgments by reason of any settlement of any action (i)
effected with its written consent or (ii) effected without its written
consent if the settlement is entered into more than
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twenty business days after the indemnifying party shall have received a
request from the indemnified party for reimbursement for the fees and
expenses of counsel (in any case where such fees and expenses are at
the expense of the indemnifying party) and, prior to the date of such
settlement, the indemnifying party shall have failed to comply with
such reimbursement request. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement
or compromise of, or consent to the entry of judgment with respect to,
any pending or threatened action in respect of which the indemnified
party is or could have been a party and indemnity or contribution may
be or could have been sought hereunder by the indemnified party, unless
such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability on claims that are
or could have been the subject matter of such action and (ii) does not
include a statement as to or an admission of fault, culpability or a
failure to act, by or on behalf of the indemnified party.
(d) To the extent the indemnification provided for in this
Section 8 is unavailable to an indemnified party or insufficient in
respect of any losses, claims, damages, liabilities or judgments
referred to therein, then each indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities and judgments (i) in such proportion as is
appropriate to reflect the relative benefits received by the Issuers
and the Subsidiary Guarantors, on the one hand, and the Initial
Purchasers on the other hand from the offering of the Series A Notes or
(ii) if the allocation provided by clause 8(d)(i) above is not
permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause 8(d)(i)
above but also the relative fault of the Issuers and the Subsidiary
Guarantors, on the one hand, and the Initial Purchasers, on the other
hand, in connection with the statements or omissions which resulted in
such losses, claims, damages, liabilities or judgments, as well as any
other relevant equitable considerations. The relative benefits received
by the Issuers and the Subsidiary Guarantors, on the one hand and the
Initial Purchasers, on the other hand, shall be deemed to be in the
same proportion as the total net proceeds from the offering of the
Series A Notes (after underwriting discounts and commissions, but
before deducting expenses) received by the Issuers, and the total
discounts and commissions received by the Initial Purchasers bear to
the total price to investors of the Series A Notes, in each case as set
forth in the table on the cover page of the Offering Circular. The
relative fault of the Issuers and the Subsidiary Guarantors, on the one
hand, and the Initial Purchasers, on the other hand, shall be
determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by
the Issuers or the Subsidiary Guarantors, on the one hand, or the
Initial Purchasers, on the other hand, and the parties' relative
intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.
The Issuers and the Subsidiary Guarantors, and the Initial
Purchasers agree that it would not be just and equitable if
contribution pursuant to this Section 8(d) were determined by pro rata
allocation, even if the Initial Purchasers were treated as one entity
for such purpose, or by any other method of allocation which does not
take account of the equitable considerations referred to in the
immediately preceding paragraph. The amount paid or payable by an
indemnified party as a result of the losses, claims, damages,
liabilities or judgments referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses incurred by such indemnified
party in connection with investigating or defending any matter,
including any action, that could have given rise to such losses,
claims, damages, liabilities or judgments. Notwithstanding the
provisions of this Section 8, the Initial Purchasers shall not be
required to contribute any amount in excess of the amount by which the
total discounts and commissions received by such Initial Purchasers
exceeds the amount of any damages which each Initial Purchaser has
otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within
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the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Initial Purchasers' obligations to contribute
pursuant to this Section 8(d) are several in proportion to the
respective principal amount of Series A Notes purchased by each of the
Initial Purchasers hereunder and not joint.
(e) The remedies provided for in this Section 8 are not
exclusive and shall not limit any rights or remedies which may
otherwise be available to any indemnified party at law or in equity.
9. Conditions of Initial Purchasers' Obligations. The obligations of
each of the Initial Purchasers to purchase the Series A Notes under this
Agreement are subject to the satisfaction of each of the following conditions:
(a) All the representations and warranties of the Issuers and
the Subsidiary Guarantors contained in this Agreement shall be true and
correct in all material respects on the Closing Date with the same
force and effect as if made on and as of the Closing Date, provided
that the representations and warranties qualified by "materiality"
shall be true and correct on the Closing Date;
(b) On or after the date hereof, (i) there shall not have
occurred any downgrading, suspension or withdrawal of, nor shall any
notice have been given of any potential or intended downgrading,
suspension or withdrawal of, or of any review (or of any potential or
intended review) for a possible change that does not indicate the
direction of the possible change in, any rating of the Issuers or any
Subsidiary Guarantor or any securities of the Issuers or any Subsidiary
Guarantor (including, without limitation, the placing of any of the
foregoing ratings on credit watch with negative or developing
implications or under review with an uncertain direction) by any
"nationally recognized statistical rating organization" as such term is
defined for purposes of Rule 436(g)(2) under the Act, (ii) there shall
not have occurred any change, nor shall any notice have been given of
any potential or intended change, in the outlook for any rating of the
Issuers or any Subsidiary Guarantor or any securities of the Issuers or
any Subsidiary Guarantor by any such rating organization and (iii) no
such rating organization shall have given notice that it has assigned
(or is considering assigning) a lower rating to the Notes than that on
which the Notes were marketed;
(c) Since the respective dates as of which information is
given in the Offering Circular other than as set forth in the Offering
Circular (exclusive of any amendments or supplements thereto subsequent
to the date of this Agreement), (i) there shall not have occurred any
change or any development involving a prospective change in the
condition, financial or otherwise, or the earnings, business,
management or operations of the Partnership and its subsidiaries and El
Paso Finance, taken as a whole, (ii) there shall not have been any
change or any development involving a prospective change in the capital
stock, limited liability company interests or partnership units, as
applicable, or in the long-term debt of the Issuers or any of their
subsidiaries and (iii) neither the Issuers nor any of their
subsidiaries shall have incurred any liability or obligation, direct or
contingent, the effect of which, in any such case described in clause
9(c)(i), 9(c)(ii) or 9(c)(iii), in your judgment, is material and
adverse and, in your judgment, makes it impracticable to market the
Series A Notes on the terms and in the manner contemplated in the
Offering Circular;
(d) You shall have received on the Closing Date a certificate
dated the Closing Date, signed by the President and the Chief Financial
Officer of the General Partner and El Paso Finance and each of the
Subsidiary Guarantors, confirming the matters set forth in Sections
6(ee), 9(a) and 9(b) and stating that each of the Issuers and the
Subsidiary Guarantors has complied with all the agreements and
satisfied all of the conditions herein contained and required to be
complied with or satisfied on or prior to the Closing Date;
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(e) You shall have received on the Closing Date an opinion
(satisfactory to you and counsel for the Initial Purchasers), dated the
Closing Date, of Xxxx, Xxxx, Xxxxxxx, Xxxxx & Xxxx, L.L.P., counsel for
the Issuers and the Subsidiary Guarantors, to the effect that:
(i) Each of the Partnership and its Restricted
Subsidiaries and El Paso Finance, as applicable, has been duly
formed or incorporated and is validly existing as a limited
partnership, corporation or limited liability company in good
standing under the laws of its jurisdiction of formation or
incorporation and has the partnership, corporate or limited
liability company power and authority to carry on its business
as described in the Offering Circular and to own, lease and
operate its properties;
(ii) Each of the Partnership and its Restricted
Subsidiaries (other than general partnerships) and El Paso
Finance, as applicable, is duly qualified or registered to do
business as a foreign limited partnership, corporation or
limited liability company, as the case may be, and, based
solely on the various certificates from public officials of
Texas, Louisiana and Alabama (the "Good Standing
Certificates"), is in good standing as a foreign limited
partnership, corporation or limited liability company
authorized to do business in the respective jurisdictions
listed on Schedule C hereto, which are the only jurisdictions
(other than offshore in the Gulf of Mexico) in which the
businesses of the Partnership, its Restricted Subsidiaries and
El Paso Finance or their respective ownership or leasing of
property requires such qualification, except where the failure
to be so qualified could reasonably be expected not to have a
Material Adverse Effect;
(iii) The General Partner has been duly incorporated
and is validly existing in good standing under the laws of the
State of Delaware with full corporate power and authority to
carry on its businesses; to own, lease and operate its
properties; and to act as the general partner of the
Partnership in all material respects as described in the
Preliminary Offering Circular and in the Offering Circular.
The General Partner is duly qualified and, based solely on the
Good Standing Certificates, is in good standing as a foreign
corporation authorized to do business in such jurisdictions,
which are the only jurisdictions (other than offshore in the
Gulf of Mexico) in which the business of the General Partner
or its ownership or leasing of property requires such
qualification, except where the failure to be so qualified
could reasonably be expected not to have a Material Adverse
Effect;
(iv) The General Partner is, and after giving effect
to the transactions (the "Transactions"), which are described
in the Offering Circular under the caption "The Transactions,"
the General Partner will be the sole general partner of the
Partnership with a 1.0% general partner interest in the
Partnership;
(v) the Series A Notes have been duly authorized by
each of the Issuers and, when executed and authenticated in
accordance with the provisions of the Indenture and delivered
to and paid for by the Initial Purchasers in accordance with
the terms of this Agreement, will be entitled to the benefits
of the Indenture and will be valid and binding obligations of
the Issuers, enforceable in accordance with their terms except
as may be limited by (i) applicable bankruptcy, insolvency,
fraudulent transfer and conveyance, reorganization, moratorium
and similar laws affecting creditors' rights and remedies
generally; (ii) general principles of equity, including
principles of commercial reasonableness, good faith and fair
dealing (regardless of whether enforcement is sought in a
proceeding at law or in equity); (iii) commercial
reasonableness and unconscionability and an implied covenant
of good faith and fair dealing; (iv) the power of the courts
to award damages in lieu of equitable remedies; and (v) the
limitations imposed by rights to indemnification and
contribution thereunder may be limited by Federal or state
securities
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laws or public policy underlying such laws on any right to
indemnification or contribution contained in the agreements
(the "General Exceptions");
(vi) The Guarantees have been duly authorized and,
when the Series A Notes (including the notations of the
Guarantees thereon) are executed and authenticated in
accordance with the provisions of the Indenture and delivered
to and paid for by the Initial Purchasers in accordance with
the terms of this Agreement, the Guarantees endorsed by the
notations on the Series A Notes will be entitled to the
benefits of the Indenture and will be valid and binding
obligations of the Subsidiary Guarantors, enforceable in
accordance with their terms except as may be limited by the
General Exceptions;
(vii) The Indenture has been duly authorized,
executed and delivered by each of the Issuers and each
Subsidiary Guarantor and is a valid and binding agreement of
each of the Issuers and each Subsidiary Guarantor, enforceable
against each of the Issuers and each Subsidiary Guarantor in
accordance with its terms except as may be limited by the
General Exceptions;
(viii) This Agreement has been duly authorized,
executed and delivered by each of the Issuers and the
Subsidiary Guarantors;
(ix) The Registration Rights Agreement has been duly
authorized, executed and delivered by each of the Issuers and
the Subsidiary Guarantors and is a valid and binding agreement
of each of the Issuers and each Subsidiary Guarantor,
enforceable against each of the Issuers and each Subsidiary
Guarantor in accordance with its terms, except as may be
limited by the General Exceptions;
(x) The Series B Senior Notes have been duly
authorized by each of the Issuers;
(xi) The statements under the captions "Description
of Notes," "Summary of the Partnership Agreement,"
"Description of Other Indebtedness," "United States Federal
Income and Estate Tax Considerations" and "Plan of
Distribution" in the Offering Circular, insofar as such
statements purport to constitute a summary of the legal
matters, documents or proceedings referred to therein, fairly
present in all material respects such legal matters, documents
and proceedings;
(xii) To the knowledge of such counsel, neither the
Partnership nor any of its Restricted Subsidiaries nor El Paso
Finance is in violation of its respective partnership
agreement, limited liability company agreement, charter or
by-laws or other organizational documents, as applicable and,
neither the Partnership nor any of its subsidiaries nor El
Paso Finance is in default in the performance of any
obligation, agreement, covenant or condition contained in any
of the material agreements attached as exhibits to the
Partnership's most recent annual report and most recent
quarterly report (the "Material Agreements");
(xiii) The execution, delivery and performance of
this Agreement and the other Operative Documents by each of
the Issuers and each of the Subsidiary Guarantors, the
compliance by each of the Issuers and each of the Subsidiary
Guarantors with all provisions hereof and thereof and the
consummation of the transactions contemplated by this
Agreement and the other Operative Documents will not, to the
knowledge of such counsel, (i) require any consent, approval,
authorization, filing with or other order of, or qualification
with, any court or governmental body or agency (except (x)
such as may be required under the securities or Blue Sky laws
of the various states or the TIA or, with respect to the
proposed offer to exchange the Exchange Notes for the Notes,
the federal securities laws (y)
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routine corporate, partnership and limited liability company
filings required after the date thereof, and (z) routine
filings under the Exchange Act), (ii) conflict with or
constitute a breach of any of the terms or provisions of, or a
default under, the partnership agreement, limited liability
company agreement, charter or by-laws or other organizational
documents, as applicable, of the Partnership or any of its
Restricted Subsidiaries or El Paso Finance or any Material
Agreement, (iii) violate or conflict with any applicable law
or any rule, regulation, judgment, order or decree of any
court or any governmental body or agency having jurisdiction
over the Partnership, any of its Restricted Subsidiaries or El
Paso Finance or their respective property, (iv) result in the
imposition or creation of (or the obligation to create or
impose) a Lien under any Material Agreement, or (v) result in
the termination, suspension or revocation of any Authorization
of the Partnership or any of its Restricted Subsidiaries or El
Paso Finance or result in any other impairment of the rights
of the holder of any such Authorization, except for those
which, singly or in the aggregate, could reasonably be
expected not to result in a Material Adverse Effect;
(xiv) Except for the proceedings set forth in a
schedule to such opinion, such counsel does not know of any
legal or governmental proceedings pending or threatened to
which the Partnership or any of its Restricted Subsidiaries or
El Paso Finance is a party or to which any of their respective
property is subject, except for those which, singly or in the
aggregate, could reasonably be expected not to result in a
Material Adverse Effect;
(xv) To the knowledge of such counsel, (A) each of
the Partnership and its Restricted Subsidiaries and El Paso
Finance has such Authorizations of, and has made all filings
with and notices to, all governmental or regulatory
authorities and self-regulatory organizations and all courts
and other tribunals, including without limitation, under any
applicable Environmental Laws, as are necessary to own, lease,
license and operate its respective properties and to conduct
its business, except where the failure to have any such
Authorization or to make any such filing or notice could,
singly or in the aggregate, reasonably be expected not to have
a Material Adverse Effect; (B) each such Authorization known
to us is valid and in full force and effect and, to the
knowledge of such counsel, each of the Partnership and its
Restricted Subsidiaries and El Paso Finance is in compliance
with all the terms and conditions thereof and with the rules
and regulations of the authorities and governing bodies having
jurisdiction with respect thereto; (C) no event has occurred
(including the receipt of any notice from any authority or
governing body) which allows or, after notice or lapse of time
or both, would allow, revocation, suspension or termination of
any such Authorization or results or, after notice or lapse of
time or both, would result in any other material impairment of
the rights of the holder of any such Authorization; and (D)
such Authorizations contain no restrictions that are
materially burdensome to the Partnership or any of its
Restricted Subsidiaries or El Paso Finance; except in the case
of (A) through (D) above those which could reasonably be
expected not to, singly or in the aggregate, have a Material
Adverse Effect;
(xvi) The Issuers are not and, after giving effect to
the offering and sale of the Series A Notes and the
application of the net proceeds thereof as described in the
Offering Circular, will not be, an "investment company" as
such term is defined in the Investment Company Act of 1940, as
amended;
(xvii) To the knowledge of such counsel, there are no
contracts, agreements or understandings between the
Partnership, El Paso Finance or any Subsidiary Guarantor and
any person granting such person the right to require the
Partnership, El Paso Finance or such Subsidiary Guarantor to
file a registration statement under the Act with respect to
any securities of the Partnership, El Paso Finance or such
Subsidiary Guarantor (other than the
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rights (i) of the General Partner and its affiliates in
Section 6.14 of the Partnership Agreement; (ii) of EPEC and
its successors pursuant to a registration rights agreement
between EPEC and the Partnership executed in connection with
the acquisition by the Partnership of an additional interest
in Viosca Xxxxx Gathering Company; (iii) as contemplated by
the registration rights agreement dated as of August 28, 2000
between Crystal Gas Storage, Inc. and the Partnership;
provided, however, that with respect to (i) through (iii)
above, the General Partner, EPEC, Xxxxxx X and Xxxxxx XX have
agreed not to exercise their rights with respect to such
securities in connection with the offering of the Notes for 90
days hereafter pursuant to letter agreements of even date
herewith; and (iv) granted under the Credit Facility and
related agreements); and to the knowledge of such counsel
there are no contracts, agreements or understandings between
the Partnership, El Paso Finance or any Subsidiary Guarantor
and any person granting such person the right to require the
Partnership, El Paso Finance or such Subsidiary Guarantor to
include such securities with the Notes and Guarantees
registered pursuant to any Registration Statement other than
the rights of the General Partner and its affiliates in
Section 6.14 of the Partnership Agreement (which rights have
been waived in connection with any Registration Statement
filed pursuant to the Registration Rights Agreement).
(xviii) The Indenture complies as to form in all
material respects with the requirements of the TIA, and the
rules and regulations of the Commission applicable to an
indenture which is qualified thereunder. It is not necessary
in connection with the offer, sale and delivery of the Series
A Notes to the Initial Purchasers in the manner contemplated
by this Agreement or in connection with the Exempt Resales to
qualify the Indenture under the TIA;
(xix) No registration under the Act of the Series A
Notes is required for the sale of the Series A Notes to the
Initial Purchasers as contemplated by this Agreement or for
the Exempt Resales assuming that (i) each Initial Purchaser is
a Q.B., or a Regulation S Purchaser, (ii) the accuracy of, and
compliance with, the Initial Purchasers' representations and
agreements contained in Section 7 of this Agreement and (iii)
the accuracy of the representations of each of the Issuers and
the Subsidiary Guarantors set forth in Sections 6(jj), (ll),
(mm), (oo) and (pp) of this Agreement;
(xx) Each of the Preliminary Offering Circular and
the Offering Circular, as of its date, and each amendment or
supplement thereto, as of its date, complied with the
requirements of Rule 144A(d)(4) of the Act;
(xxi) A court applying Texas conflict of laws rules
in a properly presented and argued case should give effect to
the express choice of law provisions contained in the
Operative Documents (other than the Purchase Agreement, as to
which such counsel need express no such opinion) to the extent
that such provisions provide that the laws of the State of New
York are to govern issues under the Operative Documents.
In addition, such counsel shall include a statement in such
opinion letter to the effect that based upon the participation of such
counsel in the preparation of the Offering Circular and any amendments
or supplements thereto and the review and discussion of the contents
thereof, but without independent check or verification except as
specified, such counsel has no reason to believe that, as of the date
of the Offering Circular or as of the Closing Date, the Offering
Circular, as amended or supplemented, if applicable (except for the
financial statements and other financial data and any oil and gas
reserve information included therein, as to which such counsel need not
express any belief) contains any untrue statement of a material fact or
omits to state a material fact necessary
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in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
The opinion of Xxxx, Xxxx, Xxxxxxx, Xxxxx & Xxxx, L.L.P.
described in Section 9(e) above (i) may be subject to customary
qualifications, assumptions and limitations and (ii) shall be rendered
to you at the request of the Issuers and the Subsidiary Guarantors and
shall so state therein.
(f) The Initial Purchasers shall have received on the Closing
Date an opinion, dated the Closing Date, of Xxxxxxx & Xxxxx L.L.P.,
counsel for the Initial Purchasers, in form and substance reasonably
satisfactory to the Initial Purchasers.
(g) The Initial Purchasers shall have received, at the time
this Agreement is executed and at the Closing Date, letters dated the
date hereof or the Closing Date, as the case may be, in form and
substance satisfactory to the Initial Purchasers containing the
information and statements of the type ordinarily included in
accountants' "comfort letters" to the Initial Purchasers from:
(i) PricewaterhouseCoopers LLP, independent public
accountants, with respect to the financial statements of the
Issuers and their subsidiaries, and certain financial
information contained in the Offering Circular,
(ii) Xxxxxx Xxxxxxxx L.L.P., independent public
accountants, with respect to the financial statements of the
Poseidon Pipeline Company, L.L.C. and its subsidiaries,
(iii) KPMG LLP, independent public accountants, with
respect to the financial statements of First Reserve Gas
Company and its subsidiaries, Petal Gas Storage Company, and
Crystal Properties & Trading Company for the year ended
December 31, 1999.
(h) The Initial Purchasers shall have received, at the time of
this Agreement is executed and at the Closing Date, letters dated the
date hereof or the Closing Date, as the case may be, in form and
substance satisfactory to the Initial Purchasers from Netherland &
Xxxxxx.
(i) The Series A Notes shall have been approved by the NASD
for trading and duly listed in PORTAL.
(j) The Initial Purchasers shall have received a counterpart,
conformed as executed, of the Indenture which shall have been entered
into by the Issuers, the Subsidiary Guarantors and the Trustee.
(k) The Issuers and the Subsidiary Guarantors shall have
executed the Registration Rights Agreement and the Initial Purchasers
shall have received an original copy thereof, duly executed by the
Issuers and the Subsidiary Guarantors.
(l) Neither the Issuers nor the Subsidiary Guarantors shall
have failed at or prior to the Closing Date to perform or comply with
any of the agreements herein contained and required to be performed or
complied with by each of the Issuers or the Subsidiary Guarantors, as
the case may be, at or prior to the Closing Date.
(m) The Partnership shall have obtained any consent or waiver
under, or amendment of, the Credit Facility, that is required in order
for the issuance of the Notes to not constitute a default thereunder.
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10. Effectiveness of Agreement and Termination. This Agreement shall
become effective upon the execution and delivery of this Agreement by the
parties hereto.
This Agreement may be terminated at any time on or prior to the Closing
Date by the Initial Purchasers by written notice to the Issuers if any of the
following has occurred: (i) any outbreak or escalation of hostilities or other
national or international calamity or crisis or change in economic conditions or
in the financial markets of the United States or elsewhere that, in the Initial
Purchasers' judgment, is material and adverse and, in the Initial Purchasers'
judgment, makes it impracticable to market the Series A Notes on the terms and
in the manner contemplated in the Offering Circular, (ii) the suspension or
material limitation of trading in securities or other instruments on the New
York Stock Exchange, the American Stock Exchange, the Chicago Board of Options
Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade or the
Nasdaq National Market or limitation on prices for securities or other
instruments on any such exchange or the Nasdaq National Market, (iii) the
suspension of trading of any securities of the Issuers or any Subsidiary
Guarantor on any exchange or in the over-the-counter market, (iv) the enactment,
publication, decree or other promulgation of any federal or state statute,
regulation, rule or order of any court or other governmental authority which in
your opinion materially and adversely affects, or will materially and adversely
affect, the business, prospects, financial condition or results of operations of
the Issuers and their subsidiaries, taken as a whole, (v) the declaration of a
banking moratorium by either federal or New York State authorities or (vi) the
taking of any action by any federal, state or local government or agency in
respect of its monetary or fiscal affairs which in your opinion has a material
adverse effect on the financial markets in the United States.
If on the Closing Date any one or more of the Initial Purchasers shall
fail or refuse to purchase the Series A Notes which it or they have agreed to
purchase hereunder on such date and the aggregate principal amount of the Series
A Notes which such defaulting Initial Purchaser or Initial Purchasers, as the
case may be, agreed but failed or refused to purchase is not more than one-tenth
of the aggregate principal amount of the Series A Notes to be purchased on such
date by all Initial Purchasers, each non-defaulting Initial Purchaser shall be
obligated severally, in the proportion which the principal amount of the Series
A Notes set forth opposite its name in Schedule B bears to the aggregate
principal amount of the Series A Notes which all the non-defaulting Initial
Purchasers, as the case may be, have agreed to purchase, or in such other
proportion as you may specify, to purchase the Series A Notes which such
defaulting Initial Purchaser or Initial Purchasers, as the case may be, agreed
but failed or refused to purchase on such date; provided that in no event shall
the aggregate principal amount of the Series A Notes which any Initial Purchaser
has agreed to purchase pursuant to Section 2 hereof be increased pursuant to
this Section 10 by an amount in excess of one-ninth of such principal amount of
the Series A Notes without the consent of such Initial Purchaser. If on the
Closing Date any Initial Purchaser or Initial Purchasers shall fail or refuse to
purchase the Series A Notes and the aggregate principal amount of the Series A
Notes with respect to which such default occurs is more than one-tenth of the
aggregate principal amount of the Series A Notes to be purchased by all Initial
Purchasers and arrangements satisfactory to the Initial Purchasers and the
Issuers for purchase of such the Series A Notes are not made within 48 hours
after such default, this Agreement will terminate without liability on the part
of any non-defaulting Initial Purchaser and the Issuers. In any such case which
does not result in termination of this Agreement, either you or the Issuers
shall have the right to postpone the Closing Date, but in no event for longer
than seven days, in order that the required changes, if any, in the Offering
Circular or any other documents or arrangements may be effected. Any action
taken under this paragraph shall not relieve any defaulting Initial Purchaser
from liability in respect of any default of any such Initial Purchaser under
this Agreement.
This Agreement may be terminated at any time on or prior to the Closing
Date by the Issuers by written notice to the Initial Purchasers if, there is a
failure to obtain any consent or waiver under, or amendment of, the Credit
Facility, that is required in order for the issuance of the Notes to not
constitute a default thereunder.
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11. Miscellaneous.
(a) Notices given pursuant to any provision of this Agreement
shall be addressed as follows:
(i) if to the Issuers or any Subsidiary
Guarantor, to:
El Paso Energy Partners, L.P.
0 Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
Attention: Chief Financial Officer; and
(ii) if to the Initial Purchasers, to:
Credit Suisse First Boston Corporation
Xxxxxx Xxxxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Syndicate Department
or in any case to such other address as the person to be notified may
have requested in writing.
(b) The respective indemnities, contribution agreements,
representations, warranties and other statements of the Issuers, the
Subsidiary Guarantors and the Initial Purchasers, set forth in or made
pursuant to this Agreement shall remain operative and in full force and
effect, and will survive delivery of and payment for the Series A
Notes, regardless of (i) any investigation, or statement as to the
results thereof, made by or on behalf of the Initial Purchasers, the
officers or directors of the Initial Purchasers, any person controlling
the Initial Purchasers, the Issuers, any Subsidiary Guarantor, the
officers or directors of the Issuers or any Subsidiary Guarantor, or
any person controlling the Issuers or any Subsidiary Guarantor, (ii)
acceptance of the Series A Notes and payment for them hereunder and
(iii) termination of this Agreement.
(c) If for any reason the Series A Notes are not delivered by
or on behalf of the Issuers as provided herein (other than as a result
of any termination of this Agreement pursuant to Section 10), the
Issuers and each Subsidiary Guarantor, jointly and severally, agree to
reimburse the Initial Purchasers for all out-of-pocket expenses
(including the fees and disbursements of counsel) incurred by them.
Notwithstanding any termination of this Agreement, the Issuers shall be
liable for all expenses which they have agreed to pay pursuant to
Section 5(i) hereof. Each of the Issuers and each Subsidiary Guarantor
also agrees, jointly and severally, to reimburse each of the Initial
Purchasers and its officers, directors and each person, if any, who
controls such Initial Purchasers within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act for any and all fees and
expenses (including without limitation the fees and expenses of
counsel) incurred by them in connection with enforcing their rights
under this Agreement (including without limitation its rights under
Section 8).
(d) Except as otherwise provided, this Agreement has been and
is made solely for the benefit of and shall be binding upon the
Partnership, El Paso Finance, the Subsidiary Guarantors, the Initial
Purchasers, each of these Initial Purchasers' directors and officers,
any controlling persons referred to herein, the directors of the
Issuers and the Subsidiary Guarantors and their respective successors
and assigns, all as and to the extent provided in this Agreement, and
no other person shall acquire or have any right under or by virtue of
this Agreement. The term "successors and assigns" shall not include a
purchaser of any of the Series A Notes from the Initial Purchasers
merely because of such purchase.
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(e) This Agreement shall be governed and construed in
accordance with the laws of the State of New York.
(f) This Agreement may be signed in various counterparts which
together shall constitute one and the same instrument.
(Signatures Page Follows)
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Please confirm that the foregoing correctly sets forth the agreement
among the Partnership, El Paso Finance, the Subsidiary Guarantors and the
Initial Purchasers.
Very truly yours,
Issuers:
EL PASO ENERGY PARTNERS, L.P.
By: EL PASO ENERGY PARTNERS COMPANY,
as General Partner
By: /s/ Xxxxx Xxxxxx
-------------------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President and Chief Financial Officer
EL PASO PARTNERS FINANCE CORPORATION
By: /s/ Xxxxx Xxxxxx
-------------------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President and Chief Financial Officer
32
Subsidiary Guarantors:
ARGO II, L.L.C.*
CRYSTAL HOLDING, L.L.C.*
CRYSTAL PROPERTIES AND TRADING COMPANY, L.L.C.*
DELOS OFFSHORE COMPANY, L.L.C.*
EL PASO ENERGY PARTNERS DEEPWATER, L.L.C.*
EL PASO ENERGY PARTNERS OIL TRANSPORT, L.L.C.*
EL PASO ENERGY PARTNERS OPERATING COMPANY, L.L.C.*
XXXXX BANK GATHERING COMPANY, L.L.C.*
FIRST RESERVE GAS, L.L.C.*
FLEXTREND DEVELOPMENT COMPANY, L.L.C.*
GREEN CANYON PIPE LINE COMPANY, L.P.*
HATTIESBURG GAS STORAGE COMPANY*
HATTIESBURG INDUSTRIAL GAS SALES COMPANY, L.L.C.*
MANTA RAY GATHERING COMPANY, L.L.C.*
PETAL GAS STORAGE COMPANY, L.L.C.*
POSEIDON PIPELINE COMPANY, L.L.C.
VK DEEPWATER GATHERING COMPANY, L.L.C.*
VK-MAIN PASS GATHERING COMPANY, L.L.C.*
VIOSCA XXXXX GATHERING COMPANY*
*By: /s/ Xxxxx Xxxxxx
-----------------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President and Chief Financial Officer
33
CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/ Xxxx X. Xxxxx
----------------------------------------
Name: Xxxx X. Xxxxx
--------------------------------------
Title: Director
-------------------------------------
XXXXXXX, XXXXX & CO.
By: /s/ Xxxxxxx, Xxxxx & Co.
----------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
X.X. XXXXXX SECURITIES INC.
By: /s/ X. X. Xxxxxxx
----------------------------------------
Name: X. X. Xxxxxxx
--------------------------------------
Title: Vice President
-------------------------------------
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SCHEDULE A
Subsidiary Guarantors
Argo II, L.L.C.
Crystal Holding, L.L.C.
Crystal Properties and Trading Company, L.L.C.
Delos Offshore Company, L.L.C.
El Paso Energy Partners Deepwater, L.L.C.
El Paso Energy Partners Oil Transport, L.L.C.
El Paso Energy Partners Operating Company, L.L.C.
Xxxxx Bank Gathering Company, L.L.C.
First Reserve Gas, L.L.C.
Flextrend Development Company, L.L.C.
Green Canyon Pipe Line Company, L.P.
Hattiesburg Gas Storage Company
Hattiesburg Industrial Gas Sales Company, L.L.C.
Manta Ray Gathering Company, L.L.C.
Petal Gas Storage Company, L.L.C.
Poseidon Pipeline Company, L.L.C.
VK Deepwater Gathering Company, L.L.C.
VK-Main Pass Gathering Company, L.L.C.
Viosca Xxxxx Gathering Company
Schedule A - Page 1
35
SCHEDULE B
Principal Amount
Initial Purchaser of Notes
----------------- ----------------
Credit Suisse First Boston Corporation...................................................... $ 93,750,000
Xxxxxxx, Xxxxx & Co. ....................................................................... 93,750,000
X.X. Xxxxxx Securities Inc. ................................................................ 62,500,000
------------
Total....................................................................................... $250,000,000
============
Schedule B - Page 1
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SCHEDULE C
Subsidiaries
Name Jurisdiction of Formation Foreign Qualification Jurisdictions
---- ------------------------- -----------------------------------
Xxxx, L.L.C. Delaware
Xxxx I, L.L.C. Delaware
Argo II, L.L.C. Delaware
Crystal Holding, L.L.C. Delaware
Crystal Properties and Trading Company, Delaware Mississippi
L.L.C.
Delos Offshore Company, L.L.C. Delaware Texas, Louisiana
El Paso Energy Partners Deepwater, L.L.C. Delaware Texas, Louisiana
El Paso Energy Partners Finance Corporation Delaware Texas
El Paso Energy Partners Oil Transport, L.L.C. Delaware Texas, Louisiana
El Paso Energy Partners Operating Company, Delaware Texas, Louisiana
L.L.C.
Xxxxx Bank Gathering Company, L.L.C. Delaware Texas, Louisiana
First Reserve Gas, L.L.C. Delaware Mississippi
Flextrend Development Company, L.L.C. Delaware Texas, Louisiana, Alabama
Green Canyon Pipe Line Company, L.P. Delaware Texas, Louisiana, Alabama
Hattiesburg Gas Storage Company Delaware Mississippi
Hattiesburg Industrial Gas Sales Company, Delaware Mississippi
L.L.C.
Manta Ray Gathering Company, L.L.C. Delaware Texas, Louisiana
Petal Gas Storage Company, L.L.C. Delaware Mississippi
Poseidon Pipeline Company, L.L.C. Delaware Texas
VK Deepwater Gathering Company, L.L.C. Delaware Texas
VK-Main Pass Gathering Company, L.L.C. Delaware Texas, Louisiana, Alabama
Viosca Xxxxx Gathering Company Delaware Texas, Louisiana
Schedule C - Page 1
37
EXHIBIT A
Registration Rights Agreement
Exhibit A - Page 1
