EXCHANGE AGENT AGREEMENTExchange Agent Agreement • May 15th, 2009 • Tennessee Gas Pipeline Co • Natural gas transmission • New York
Tennessee Gas Pipeline Company (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange an aggregate principal amount of up to $250 million of its registered 8.000% Notes due 2016, (the “New Notes”) for a like principal amount of its outstanding 8.000% Notes due 2016 (the “Old Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus (the “Prospectus” included in the Company’s registration statement on Form S-4 (Registration No. 333-158349) as amended (the “Registration Statement”)) filed with the Securities and Exchange Commission (the “SEC”), and proposed to be distributed to all record holders of the Old Notes. The Old Notes and the New Notes are collectively referred to in this Exchange Agent Agreement (this “Agreement”) as the “Notes” or the “Securities.” Capitalized terms used herein and not defined shall have the respective meanings ascribed to them in the Registration Statement or the accompanying letter
