UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report:
January
4, 2006
(Date
of Earliest Event Reported: December 28, 2005)
EL
PASO CORPORATION
(Exact
name of Registrant as specified in its charter)
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Delaware
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1-14365
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76-0568816
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(State
or
other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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El
Paso Building
1001
Louisiana Street
Houston,
Texas 77002
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (713) 420-2600
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement.
The
information included in Item 2.03 of this Current Report on Form 8-K is
incorporated by reference into this Item 1.01 of this Current Report on Form
8-K.
Item 2.03.
Creation of a Direct Financial Obligation.
Early
Settlement of Exchange Offers and Consent Solicitations
On
December 28, 2005, El Paso Corporation, a Delaware corporation (“El Paso”),
successfully consummated the early settlement (the “Early Settlement”) of its
private offers to exchange all properly tendered and accepted notes (the “CGP
Notes”) of the series listed below, which were previously issued by El Paso’s
wholly-owned subsidiary, El Paso CGP Company, L.L.C., a Delaware limited
liability company (formerly known as El Paso CGP Company, a Delaware
corporation) (“CGP”), and the related solicitations of consents to the proposed
amendments to the indentures governing such notes (collectively, the “CGP
Indentures”), by:
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(i)
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causing
CGP to pay the applicable consent payments listed below to the eligible
holders of CGP Notes who validly delivered (and did not validly revoke)
their consents by 12:00 noon, New York City time, on December 27,
2005
(the “Early Settlement Deadline”);
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(ii)
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accepting
for exchange all of the CGP Notes properly tendered and not validly
withdrawn as of the Early Settlement Deadline;
and
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(iii)
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issuing
new notes (the “El Paso Notes”), in the aggregate principal amount of
approximately $2.042 billion (and in the series described in the
table
below), to the eligible holders of CGP Notes who validly tendered
(and did
not validly withdraw) their CGP Notes by the Early Settlement
Deadline.
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CGP
Notes
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Total
Outstanding
Principal
Amount
of CGP Notes (Immediately Prior to Early Settlement)
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Outstanding
Principal
Amount of CGP Notes Tendered as of Early Settlement
Deadline
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Consent
Payment per $1,000 Principal Amount of CGP Notes Tendered as of Early
Settlement Deadline
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El
Paso Notes
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Principal
Amount of El Paso Notes Issued in Early Settlement
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6.50%
Notes due 2006
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$109,500,000
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$91,860,000
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$1.25
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6.50%
Senior Notes due 2006
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$91,860,000
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7½%
Notes due 2006
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$204,910,000
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$182,525,000
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$1.25
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7½%
Senior Notes due 2006
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$182,525,000
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6.50%
Senior Debentures due June 1, 2008
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$200,000,000
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$188,682,000
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$2.50
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6.50%
Senior Notes due 2008
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$188,682,000
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7.625%
Notes due 2008
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$215,000,000
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$206,596,000
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$2.50
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7.625%
Senior Notes due 2008
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$206,596,000
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6.375%
Senior Debentures due February 1, 2009
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$200,000,000
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$189,443,000
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$2.50
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6.375%
Senior Notes due 2009
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$189,443,000
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7.75%
Notes due 2010
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$400,000,000
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$369,729,000
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$2.50
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7.75%
Senior Notes due 2010
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$369,729,000
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10¾%
Senior Debentures due October 1, 2010
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$56,573,000
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$39,755,000
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$2.50
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10¾%
Senior Notes due 2010
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$39,755,000
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9⅝%
Senior Debentures due May 15, 2012
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$150,000,000
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$136,118,000
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$2.50
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9⅝%
Senior Notes due 2012
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$136,118,000
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6.70%
Senior Debentures due February 15, 2027
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$200,000,000
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$161,913,000
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$2.50
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6.70%
Senior Notes due 2027
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$161,913,000
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6.95%
Senior Debentures due June 1, 2028
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$200,000,000
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$197,080,000
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$2.50
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6.95%
Senior Notes due 2028
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$197,080,000
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7.75%
Senior Debentures due October 15, 2035
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$150,000,000
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$112,440,000
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$2.50
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7.75%
Senior Notes due 2032
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$112,440,000
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7.42%
Senior Debentures due February 15, 2037
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$200,000,000
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$165,642,000
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$2.50
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7.42%
Senior Notes due 2037
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$165,642,000
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Subject
to the terms and conditions of the private exchange offers, El Paso has offered
to exchange each CGP Note that is properly tendered by an eligible holder,
and
accepted by El Paso, for a new El Paso Note in a principal amount equal to
the
exchange price of such tendered CGP Note. The exchange price for each CGP Note
will be 100% of its principal amount if it is properly tendered prior to the
expiration of the exchange offers. The exchange offers will expire immediately
following 11:59 p.m., New York City time, on January 6, 2006, unless
extended.
The
exchange offers and consent solicitations are being made, and the El Paso Notes
are being offered and issued, only (a) to holders of CGP Notes who are
“qualified institutional buyers,” as defined in Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”), and (b) outside the United
States to holders of CGP Notes who are persons other than U.S. persons, in
reliance upon Regulation S under the Securities Act. The new El Paso Notes
issued and to be issued in exchange for CGP Notes have not been registered
under
the Securities Act and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.
The
new El Paso Notes issued in connection with the Early Settlement were issued
pursuant to an indenture dated as of May 10, 1999 between El Paso and HSBC
Bank
USA, National Association (as successor-in-interest to JPMorgan Chase Bank,
formerly The Chase Manhattan Bank), as trustee, as amended and supplemented
by
the Tenth Supplemental Indenture thereto dated as of December 28, 2005 (as
so
amended and supplemented, the "El Paso Indenture").
El
Paso did not receive any cash proceeds from the sale of the new El Paso Notes,
which were issued in exchange for the surrender and cancellation of an equal
principal amount of CGP Notes.
The
El Paso Notes are senior unsecured obligations of El Paso and rank, in right
of
payment, equally with all of El Paso's existing and future unsecured senior
indebtedness. The El Paso Notes are not guaranteed by any of El Paso's
subsidiaries.
El
Paso’s 6.50% senior notes due 2006 will mature on May 15, 2006. Interest on El
Paso’s 6.50% senior notes due 2006 will accrue at the rate of 6.50% per annum
and will be payable semi-annually on each May 15 and November 15, commencing
on
May 15, 2006. Interest on El Paso’s 6.50% senior notes due 2006 will accrue from
November 15, 2005, the most recent date to which interest has been paid on
CGP’s
6.50% notes due 2006.
El
Paso’s 7½% senior notes due 2006 will mature on August 15, 2006. Interest on El
Paso’s 7½% senior notes due 2006 will accrue at the rate of 7½% per annum and
will be payable semi-annually on each February 15 and August 15, commencing
on
February 15, 2006. Interest on El Paso’s 7½% senior notes due 2006 will accrue
from August 15, 2005, the most recent date to which interest has been paid
on
CGP’s 7½% notes due 2006.
El
Paso’s 6.50% senior notes due 2008 will mature on June 1, 2008. Interest on El
Paso’s 6.50% senior notes due 2008 will accrue at the rate of 6.50% per annum
and will be payable semi-annually on each June 1 and December 1, commencing
on
June 1, 2006. Interest on El Paso’s 6.50% senior notes due 2008 will accrue from
December 1, 2005, the most recent date to which interest has been paid on CGP’s
6.50% senior debentures due June 1, 2008.
El
Paso’s 7.625% senior notes due 2008 will mature on September 1, 2008. Interest
on El Paso’s 7.625% senior notes due 2008 will accrue at the rate of 7.625% per
annum and will be payable semi-annually on each March 1 and September 1,
commencing on March 1, 2006. Interest on El Paso’s 7.625% senior notes due 2008
will accrue from September 1, 2005, the most recent date to which interest
has
been paid on CGP’s 7.625% notes due 2008.
El
Paso’s 6.375% senior notes due 2009 will mature on February 1, 2009. Interest on
El Paso’s 6.375% senior notes due 2009 will accrue at the rate of 6.375% per
annum and will be payable semi-annually on each February 1 and August 1,
commencing on February 1, 2006. Interest on El Paso’s 6.375% senior notes due
2009 will accrue from August 1, 2005, the most recent date to which interest
has
been paid on CGP’s 6.375% senior debentures due February 1, 2009.
El
Paso’s 7.75% senior notes due 2010 will mature on June 15, 2010. Interest on El
Paso’s 7.75% senior notes due 2010 will accrue at the rate of 7.75% per annum
and will be payable semi-annually on each June 15 and December 15, commencing
on
June 15, 2006. Interest on El Paso’s 7.75% senior notes due 2010 will accrue
from December 15, 2005, the most recent date to which interest has been paid
on
CGP’s 7.75% notes due 2010.
El
Paso’s 10¾% senior notes due 2010 will mature on October 1, 2010. Interest on El
Paso’s 10¾% senior notes due 2010 will accrue at the rate of 10¾% per annum and
will be payable semi-annually on each April 1 and October 1, commencing on
April
1, 2006. Interest on El Paso’s 10¾% senior notes due 2010 will accrue from
October 1, 2005, the most recent date to which interest has been paid on CGP’s
10¾% senior debentures due October 1, 2010.
El
Paso’s 9⅝% senior notes due 2012 will mature on May 15, 2012. Interest on El
Paso’s 9⅝% senior notes due 2012 will accrue at the rate of 9⅝% per annum and
will be payable semi-annually on each May 15 and November 15, commencing on
May
15, 2006. Interest on El Paso’s 9⅝% senior notes due 2012 will accrue from
November 15, 2005, the most recent date to which interest has been paid on
CGP’s
9⅝% senior debentures due May 15, 2012.
El
Paso’s 6.70% senior notes due 2027 will mature on February 15, 2027. Interest on
El Paso’s 6.70% senior notes due 2027 will accrue at the rate of 6.70% per annum
and will be payable semi-annually on each February 15 and August 15, commencing
on February 15, 2006. Interest on El Paso’s 6.70% senior notes due 2027 will
accrue from August 15, 2005, the most recent date to which interest has been
paid on CGP’s 6.70% senior debentures due February 15, 2027.
El
Paso’s 6.95% senior notes due 2028 will mature on June 1, 2028. Interest on El
Paso’s 6.95% senior notes due 2028 will accrue at the rate of 6.95% per annum
and will be payable semi-annually on each June 1 and December 1, commencing
on
June 1, 2006. Interest on El Paso’s 6.95% senior notes due 2028 will accrue from
December 1, 2005, the most recent date to which interest has been paid on CGP’s
6.95% senior debentures due June 1, 2028.
El
Paso’s 7.75% senior notes due 2032 will mature on January 15, 2032. Interest on
El Paso’s 7.75% senior notes due 2032 will accrue at the rate of 7.75% per annum
and will be payable semi-annually on each January 15 and July 15, commencing
on
January 15, 2006. Interest on El Paso’s 7.75% senior notes due 2032 will accrue
from October 15, 2005, the most recent date to which interest has been paid
on
CGP’s 7.75% senior debentures due October 15, 2035.
El
Paso’s 7.42% senior notes due 2037 will mature on February 15, 2037. Interest on
El Paso’s 7.42% senior notes due 2037 will accrue at the rate of 7.42% per annum
and will be payable semi-annually on each February 15 and August 15, commencing
on February 15, 2006. Interest on El Paso’s 7.42% senior notes due 2037 will
accrue from August 15, 2005, the most recent date to which interest has been
paid on CGP’s 7.42% senior debentures due February 15, 2037.
The
El Paso Indenture contains covenants that restrict El Paso’s ability to incur
debt secured by liens, engage in sale-leaseback transactions or merge or
consolidate with another entity or sell, lease or transfer substantially all
of
El Paso's properties or assets to another entity. These limitations are subject
to a number of important qualifications and exceptions. Upon an Event of Default
(as defined in the El Paso Indenture), the trustee or the holders of at least
25% in aggregate principal amount of the El Paso Notes of a particular series
then outstanding may declare the entire principal of all the El Paso Notes
of
such series to be due and payable immediately.
Other
than as described below, the El Paso Notes of each series are not redeemable
prior to their stated maturity. Subject to the applicable terms and conditions
of the El Paso Indenture:
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(i)
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on
February 15, 2007, or if such date is not a business day, then the
next
succeeding business day, each holder of El Paso’s 6.70% senior notes due
2027 (the “El Paso 2027s”) will have the right to require El Paso to
redeem all or any part (equal to $1,000 or an integral multiple thereof)
of such holder’s El Paso 2027s for cash at a purchase price equal to 100%
of the aggregate principal amount thereof, plus accrued and unpaid
interest thereon to the redemption date;
and
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(ii)
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El
Paso may elect to redeem at any time (in whole or from time to time
in
part) El Paso’s 7.75% senior notes due 2032 (the “El Paso 2032s”) at the
make-whole price with respect to the El Paso 2032s provided for in
the El
Paso Indenture.
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Registration
Rights Agreement
On
December 28, 2005, El Paso entered into a Registration Rights Agreement with
the
dealer managers in connection with the above-described private exchange offers,
pursuant to which El Paso agreed to (i) file with the Securities and Exchange
Commission within 135 days following December 28, 2005, a registration statement
on an appropriate form under the Securities Act (the "Exchange Offer
Registration Statement") relating to a registered exchange offer for the El
Paso
Notes under the Securities Act and (ii) use its commercially reasonable efforts
to cause the Exchange Offer Registration Statement to be declared effective
under the Securities Act within 220 days following December 28, 2005. If El
Paso
fails to comply with certain obligations under the Registration Rights
Agreement, it will be required to pay liquidated damages to the holders of
the
El Paso Notes in accordance with the provisions of the Registration Rights
Agreement.
El
Paso Assumption of CGP Indentures and CGP Notes
Effective
as of December 31, 2005, CGP transferred (the “Asset Transfer”) substantially
all of its properties and assets as an entirety (within the meaning of the
CGP
Indentures and excluding certain properties and assets that are pending sale)
to
El Paso by means of a distribution on CGP’s outstanding equity interests
(100% of which are held by El Paso). Concurrently with the Asset Transfer,
in
accordance with the requirements of the CGP Indentures and pursuant to a series
of supplemental indentures thereto, El Paso assumed and succeeded to all of
CGP’s rights, powers and obligations, and was substituted for CGP in all
respects, under each CGP Indenture, such that El Paso is now the sole obligor
in
respect of all CGP Notes not acquired in the Early Settlement of the private
exchange offers described above (the “Assumed CGP Notes”).
The
Assumed CGP Notes (in the aggregate principal amount of approximately
$244,200,000) are senior unsecured obligations of El Paso and rank, in right
of
payment, equally with all of El Paso's existing and future unsecured senior
indebtedness. The Assumed CGP Notes are not guaranteed by any of El Paso's
subsidiaries.
CGP’s
6.50% notes due 2006 that have been assumed by El Paso will mature on May 15,
2006. Interest on such securities will accrue at the rate of 6.50% per annum
and
will be payable semi-annually on each May 15 and November 15, commencing on
May
15, 2006. Interest on such securities will accrue from November 15, 2005, the
most recent date to which interest has been paid on such
securities.
CGP’s
7½% notes due 2006 that have been assumed by El Paso will mature on August 15,
2006. Interest on such securities will accrue at the rate of 7½% per annum and
will be payable semi-annually on each February 15 and August 15, commencing
on
February 15, 2006. Interest on such securities will accrue from August 15,
2005,
the most recent date to which interest has been paid on such
securities.
CGP’s
6.50% senior debentures due June 1, 2008 that have been assumed by El Paso
will
mature on June 1, 2008. Interest on such securities will accrue at the rate
of
6.50% per annum and will be payable semi-annually on each June 1 and December
1,
commencing on June 1, 2006. Interest on such securities will accrue from
December 1, 2005, the most recent date to which interest has been paid on such
securities.
CGP’s
7.625% notes due 2008 that have been assumed by El Paso will mature on September
1, 2008. Interest on such securities will accrue at the rate of 7.625% per
annum
and will be payable semi-annually on each March 1 and September 1, commencing
on
March 1, 2006. Interest on such securities will accrue from September 1, 2005,
the most recent date to which interest has been paid on such
securities.
CGP’s
6.375% senior debentures due February 1, 2009 that have been assumed by El
Paso
will mature on February 1, 2009. Interest on such securities will accrue at
the
rate of 6.375% per annum and will be payable semi-annually on each February
1
and August 1, commencing on February 1, 2006. Interest on such securities will
accrue from August 1, 2005, the most recent date to which interest has been
paid
on such securities.
CGP’s
7.75% notes due 2010 that have been assumed by El Paso will mature on June
15,
2010. Interest on such securities will accrue at the rate of 7.75% per annum
and
will be payable semi-annually on each June 15 and December 15, commencing on
June 15, 2006. Interest on such securities will accrue from December 15, 2005,
the most recent date to which interest has been paid on such
securities.
CGP’s
10¾% senior debentures due October 1, 2010 that have been assumed by El Paso
will mature on October 1, 2010. Interest on such securities will accrue at
the
rate of 10¾% per annum and will be payable semi-annually on each April 1 and
October 1, commencing on April 1, 2006. Interest on such securities will accrue
from October 1, 2005, the most recent date to which interest has been paid
on
such securities.
CGP’s
9⅝% senior debentures due May 15, 2012 that have been assumed by El Paso will
mature on May 15, 2012. Interest on such securities will accrue at the rate
of
9⅝% per annum and will be payable semi-annually on each May 15 and November 15,
commencing on May 15, 2006. Interest on such securities will accrue from
November 15, 2005, the most recent date to which interest has been paid on
such
securities.
CGP’s
6.70% senior debentures due February 15, 2027 that have been assumed by El
Paso
will mature on February 15, 2027. Interest on such securities will accrue at
the
rate of 6.70% per annum and will be payable semi-annually on each February
15
and August 15, commencing on February 15, 2006. Interest on such securities
will
accrue from August 15, 2005, the most recent date to which interest has been
paid on such securities.
CGP’s
6.95% senior debentures due June 1, 2028 that have been assumed by El Paso
will
mature on June 1, 2028. Interest on such securities will accrue at the rate
of
6.95% per annum and will be payable semi-annually on each June 1 and December
1,
commencing on June 1, 2006. Interest on such securities will accrue from
December 1, 2005, the most recent date to which interest has been paid on such
securities.
CGP’s
7.75% senior debentures due October 15, 2035 that have been assumed by El Paso
will mature on October 15, 2035. Interest on such securities will accrue at
the
rate of 7.75% per annum and will be payable semi-annually on each April 15
and
October 15, commencing on April 15, 2006. Interest on such securities will
accrue from October 15, 2005, the most recent date to which interest has been
paid on such securities.
CGP’s
7.42% senior debentures due February 15, 2037 that have been assumed by El
Paso
will mature on February 15, 2037. Interest on such securities will accrue at
the
rate of 7.42% per annum and will be payable semi-annually on each February
15
and August 15, commencing on February 15, 2006. Interest on such securities
will
accrue from August 15, 2005, the most recent date to which interest has been
paid on such securities.
The
CGP Indentures contain covenants that restrict El Paso’s ability to merge or
consolidate with another entity or sell, lease or transfer substantially all
of
El Paso's properties or assets to another entity. These limitations are subject
to a number of important qualifications and exceptions. Upon an Event of Default
(as defined in each CGP Indenture), the trustee or the holders of at least
25%
in aggregate principal amount of the Assumed CGP Notes of a particular series
then outstanding may declare the entire principal of all the Assumed CGP Notes
of such series to be due and payable immediately.
Other
than as described below, the Assumed CGP Notes of each series are not redeemable
prior to their stated maturity. Subject to the applicable terms and conditions
of the applicable CGP Indenture, on February 15, 2007, or if such date is not
a
business day, then the next succeeding business day, each holder of CGP’s 6.70%
senior debentures due February 15, 2027 that have been assumed by El Paso (the
“Assumed CGP 2027s”) will have the right to require El Paso to redeem all or any
part (equal to $1,000 or an integral multiple thereof) of such holder’s Assumed
CGP 2027s for cash at a purchase price equal to 100% of the aggregate principal
amount thereof, plus accrued and unpaid interest thereon to the redemption
date.
In
connection with the closing of the Early Settlement, El Paso is filing certain
exhibits as part of this Current Report on Form 8-K.
Item 8.01.
Other Events.
On
December
20, 2005, in anticipation of certain year end internal transactions of
El Paso’s subsidiaries, El Paso entered into a First Amendment, Consent and
Waiver Agreement (the “First Amendment”) among El Paso and El Paso E&P
Company, L.P. (“El Paso E&P”) (formerly known as El Paso Production Oil
& Gas USA, L.P.), as Borrowers, Fortis Capital Corp., as Administrative
Agent for the Lenders, and the several Lenders party from time to time thereto,
to that certain Credit Agreement, dated as of November 3, 2005, among El
Paso
and El Paso E&P, as Borrowers, Fortis Capital Corp., as Administrative
Agent, Arranger and Bookrunner, and the several Lenders party from time to
time
thereto. The First Amendment is attached hereto as Exhibit 10.B.
On
December 29, 2005, El Paso and CGP issued a joint press release announcing
the
successful Early Settlement described in Item 2.03 of this Current Report on
Form 8-K. A copy of the joint press release is attached hereto as Exhibit 99.A
and is incorporated herein by this reference.
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
Number
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Description
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4.A
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Tenth
Supplemental Indenture dated as of December 28, 2005 between El Paso
Corporation and HSBC Bank USA, National Association, as
trustee.
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4.B
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Form
of 6.50% Senior Note due 2006 included as Exhibit A-10 to Exhibit 4.A
of this Current Report on Form 8-K.
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4.C
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Form
of 7½% Senior Note due 2006 included as Exhibit A-12 to Exhibit 4.A
of this Current Report on Form 8-K.
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4.D
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Form
of 6.50% Senior Note due 2008 included as Exhibit A-8 to Exhibit 4.A
of this Current Report on Form 8-K.
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4.E
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Form
of 7.625% Senior Note due 2008 included as Exhibit A-9 to Exhibit 4.A
of this Current Report on Form 8-K.
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4.F
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Form
of 6.375% Senior Note due 2009 included as Exhibit A-6 to Exhibit 4.A
of this Current Report on Form 8-K.
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4.G
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Form
of 7.75% Senior Note due 2010 included as Exhibit A-7 to Exhibit 4.A
of this Current Report on Form 8-K.
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4.H
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Form
of 10¾% Senior Note due 2010 included as Exhibit A-1 to Exhibit 4.A
of this Current Report on Form 8-K.
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4.I
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Form
of 9⅝% Senior Note due 2012 included as Exhibit A-2 to Exhibit 4.A of
this Current Report on Form 8-K.
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4.J
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Form
of 6.70% Senior Note due 2027 included as Exhibit A-11 to Exhibit 4.A
of this Current Report on Form 8-K.
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4.K
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Form
of 6.95% Senior Note due 2028 included as Exhibit A-5 to Exhibit 4.A
of this Current Report on Form 8-K.
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4.L
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Form
of 7.75% Senior Note due 2032 included as Exhibit A-3 to Exhibit 4.A
of this Current Report on Form 8-K.
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4.M
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Form
of 7.42% Senior Note due 2037 included as Exhibit A-4 to Exhibit 4.A
of this Current Report on Form 8-K.
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10.A
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Registration
Rights Agreement dated as of December 28, 2005 among El Paso Corporation,
Goldman Sachs & Co. and Citigroup Global Markets
Inc.
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10.B
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First
Amendment, Consent and Waiver Agreement, dated as of December 20,
2005,
among El Paso Corporation and El Paso Production Oil & Gas USA, L.P.,
as Borrowers, Fortis Capital Corp., as Administrative Agent for the
Lenders, and the several Lenders party from time to time
thereto.
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99.A
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Press
Release dated December 29, 2005.
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SIGNATURES
Pursuant
to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto
duly
authorized.
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EL
PASO CORPORATION
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By:
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/s/
John R. Sult
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John
R. Sult
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Senior
Vice President and Controller
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(Principal Accounting
Officer)
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Dated: January
4, 2006
EXHIBIT
INDEX
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Exhibit
Number
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Description
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4.A
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|
Tenth
Supplemental Indenture dated as of December 28, 2005 between El Paso
Corporation and HSBC Bank USA, National Association, as
trustee.
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4.B
|
|
Form
of 6.50% Senior Note due 2006 included as Exhibit A-10 to Exhibit 4.A
of this Current Report on Form 8-K.
|
|
4.C
|
Form
of 7½% Senior Note due 2006 included as Exhibit A-12 to Exhibit 4.A
of this Current Report on Form 8-K.
|
|
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4.D
|
Form
of 6.50% Senior Note due 2008 included as Exhibit A-8 to Exhibit 4.A
of this Current Report on Form 8-K.
|
|
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4.E
|
Form
of 7.625% Senior Note due 2008 included as Exhibit A-9 to Exhibit 4.A
of this Current Report on Form 8-K.
|
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4.F
|
Form
of 6.375% Senior Note due 2009 included as Exhibit A-6 to Exhibit 4.A
of this Current Report on Form 8-K.
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4.G
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Form
of 7.75% Senior Note due 2010 included as Exhibit A-7 to Exhibit 4.A
of this Current Report on Form 8-K.
|
|
|
4.H
|
Form
of 10¾% Senior Note due 2010 included as Exhibit A-1 to Exhibit 4.A
of this Current Report on Form 8-K.
|
|
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4.I
|
Form
of 9⅝% Senior Note due 2012 included as Exhibit A-2 to Exhibit 4.A of
this Current Report on Form 8-K.
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4.J
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Form
of 6.70% Senior Note due 2027 included as Exhibit A-11 to Exhibit 4.A
of this Current Report on Form 8-K.
|
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4.K
|
Form
of 6.95% Senior Note due 2028 included as Exhibit A-5 to Exhibit 4.A
of this Current Report on Form 8-K.
|
|
|
4.L
|
Form
of 7.75% Senior Note due 2032 included as Exhibit A-3 to Exhibit 4.A
of this Current Report on Form 8-K.
|
|
|
4.M
|
Form
of 7.42% Senior Note due 2037 included as Exhibit A-4 to Exhibit 4.A
of this Current Report on Form 8-K.
|
|
|
10.A
|
|
Registration
Rights Agreement dated as of December 28, 2005 among El Paso Corporation,
Goldman Sachs & Co. and Citigroup Global Markets
Inc.
|
|
10.B
|
First
Amendment, Consent and Waiver Agreement, dated as of December 20,
2005,
among El Paso Corporation and El Paso Production Oil & Gas USA, L.P.,
as Borrowers, Fortis Capital Corp., as Administrative Agent for
the
Lenders, and the several Lenders party from time to time
thereto.
|
|
|
99.A
|
Press
Release dated December 29, 2005.
|