0001066107-06-000006 Sample Contracts

REGISTRATION RIGHTS AGREEMENT dated as of December 28, 2005 among EL PASO CORPORATION and GOLDMAN, SACHS & CO. CITIGROUP GLOBAL MARKETS INC. as Dealer Managers REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 4th, 2006 • El Paso Corp/De • Natural gas transmission • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of December 28, 2005, by and among EL PASO CORPORATION (the “Company”), a corporation duly organized and existing under the laws of the State of Delaware, and GOLDMAN, SACHS & CO. and CITIGROUP GLOBAL MARKETS INC. (the “Dealer Managers”).

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EL PASO CORPORATION as Issuer and HSBC BANK USA, NATIONAL ASSOCIATION as Trustee TENTH SUPPLEMENTAL INDENTURE Dated as of December 28, 2005 to INDENTURE Dated as of May 10, 1999 10¾% Senior Notes due 2010 9⅝% Senior Notes due 2012 7½% Senior Notes due...
Tenth Supplemental Indenture • January 4th, 2006 • El Paso Corp/De • Natural gas transmission • New York

TENTH SUPPLEMENTAL INDENTURE, dated as of December 28, 2005 (this “Supplemental Indenture”), between EL PASO CORPORATION, a Delaware corporation (the “Company”), and HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association, as successor-in-interest to JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as trustee under the Indenture referred to below (in such capacity, the “Trustee”).

FIRST AMENDMENT, CONSENT AND WAIVER AGREEMENT
Consent and Waiver Agreement • January 4th, 2006 • El Paso Corp/De • Natural gas transmission • New York

THIS FIRST AMENDMENT, CONSENT AND WAIVER AGREEMENT (herein called this “Amendment”) made as of the 20th day of December, 2005 by and among EL PASO CORPORATION (“EPC”), a Delaware corporation, EL PASO PRODUCTION OIL & GAS USA, L.P. (“EPPG”), a Delaware limited partnership (individually, a “Borrower” and collectively, the “Borrowers”), FORTIS CAPITAL CORP. (“Fortis”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and the several banks, financial institutions and other entities from time to time parties to this Agreement (collectively, the “Lenders”).

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