HSBC Bank USA, National
Association
Corporate Trust &
Loan Agency
452 Fifth Avenue
New York, New York 10018
El Paso Corporation, a corporation organized under the laws
the State of Delaware (the “Company” ),
proposes to make a series of offers (each, an “Exchange
Offer” and collectively, the “Exchange
Offers” ) to exchange up to $2,176,483,000 aggregate
principal amount of its debt securities of the series listed in
Column B of Schedule I attached hereto (the
“New Notes” ) for a like aggregate
principal amount of its outstanding debt securities of the series
listed in Column A of Schedule I attached hereto (the
“Old Notes” ). The terms and conditions
of the Exchange Offers as currently contemplated are set forth in a
prospectus (the “Prospectus” ) included
in the Company’s registration statement on Form S-4
(File
No. 333- )
(the “Registration Statement” ) filed
with the Securities and Exchange Commission, and proposed to be
distributed to all record holders of the Old Notes. The Old Notes
and the New Notes are collectively referred to herein as the
“Notes.” Capitalized terms used herein
and not defined shall have the respective meanings ascribed to them
in the Prospectus or the accompanying Letter of Transmittal. This
Exchange Agent Agreement is hereinafter referred to as this
“Agreement.”
The
Company hereby appoints HSBC Bank USA, National Association to act
as exchange agent (the “Exchange Agent” )
in connection with the Exchange Offers. References hereinafter to
“you” shall refer to HSBC Bank USA,
National Association.
The
Exchange Offers are expected to be commenced by the Company on or
about
,
2006. The Letter of Transmittal accompanying the Prospectus is to
be used by the holders of the Old Notes to accept the Exchange
Offers, and contains instructions with respect to the delivery of
Old Notes tendered. The Exchange Agent’s obligations with
respect to receipt and inspection of the Letter of Transmittal in
connection with the Exchange Offers shall be satisfied for all
purposes hereof by inspection of the electronic messages
transmitted to the Exchange Agent by participants in the Exchange
Offers in accordance with the Automated Tender Offer Program
(“ATOP” ) of The Depository Trust Company
(“DTC” ), and by otherwise observing and
complying with all procedures established by DTC in connection with
ATOP, to the extent that ATOP is utilized by the participants in
the Exchange Offers.
Each
Exchange Offer shall expire at 5:00 p.m., New York City time,
on
,
2006 or on such later date or time to which the Company may extend
such Exchange Offer (the “Expiration
Date” ). Subject to the terms and conditions set
forth in the Prospectus, the Company expressly reserves the right
to extend any Exchange Offer from time to time and may extend any
Exchange Offer by giving oral (confirmed in writing) or written
notice to you no later than 9:00 a.m., New York City time, on
the next business day after the previously scheduled Expiration
Date with respect to such Exchange Offer, and in such case the term
“Expiration Date” shall mean the time and
date on which such Exchange Offer as so extended shall
expire.
The
Company expressly reserves the right, in its sole discretion, to
delay, amend or terminate any Exchange Offer, and not to accept for
exchange any Old Notes, if the Company determines that any of the
conditions to such Exchange Offer specified in the Prospectus under
the caption “The Exchange Offers — Conditions of
the Exchange Offers” have not occurred or have not been
satisfied. The Company will give to you as promptly as practicable
oral (confirmed in writing) or written notice of any delay,
amendment, termination or non-acceptance.
1
In
carrying out your duties as Exchange Agent, you are to act in
accordance with the following instructions:
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1. You will perform such duties and only such duties as are
specifically set forth herein and in the section of the Prospectus
captioned the “The Exchange Offers” or in the Letter of
Transmittal accompanying the Prospectus and such duties which are
necessarily incidental thereto.
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2. You will establish an account with respect to the Old Notes
at DTC (the “Book-Entry Transfer
Facility” ) for purposes of the Exchange Offers
within two business days after the date of the Prospectus, and any
financial institution that is a participant in the Book-Entry
Transfer Facility’s systems may make book-entry delivery of
the Old Notes by causing the Book-Entry Transfer Facility to
transfer such Old Notes into your account in accordance with the
Book-Entry Transfer Facility’s procedure for such
transfer.
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3. You are to examine each of the Letters of Transmittal and
certificates for Old Notes (or confirmation of book-entry transfers
into your account at the Book-Entry Transfer Facility) and any
other documents delivered or mailed to you by or for holders of the
Old Notes to ascertain whether: (i) the Letters of
Transmittal, certificates and any such other documents are duly
executed and properly completed in accordance with instructions set
forth therein and in the Prospectus and that such book-entry
confirmations are in due and proper form and contain the
information required to be set forth therein, and (ii) the Old
Notes have otherwise been properly tendered. In each case where the
Letter of Transmittal or any other document has been improperly
completed or executed or where book-entry confirmations are not in
due and proper form or omit certain information or any of the
certificates for Old Notes are not in proper form for transfer or
some other irregularity in connection with the acceptance of the
Exchange Offers exists, you will endeavor to inform the presenters
of the need for fulfillment of all requirements and to take any
other action as may be necessary or advisable to cause such
irregularity to be corrected.
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4. With the approval of the Chief Financial Officer or any
Vice President of the Company (such approval, if given orally,
promptly to be confirmed in writing) or any other party designated
by such officer in writing, you are authorized to waive any
irregularities in connection with any tender of Old Notes pursuant
to the Exchange Offers.
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5. Tenders of Old Notes may be made only as set forth in the
Letter of Transmittal and in the section of the Prospectus
captioned “The Exchange Offers — Procedures for
Tendering Old Notes” and Old Notes shall be considered
properly tendered to you only when tendered in accordance with the
procedures set forth therein.
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6. You shall advise the Company with respect to any Old Notes
delivered subsequent to the Expiration Date and accept its
instructions with respect to disposition of such Old
Notes.
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7. You shall accept tenders:
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(a) in cases where the Old Notes are registered in two or more
names only if signed by all named holders;
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(b) in cases where the signing person (as indicated on the
Letter of Transmittal) is acting in a fiduciary or a representative
capacity only when proper evidence of his or her authority so to
act is submitted; and
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(c) from persons other than the registered holder of Old Notes
provided that customary transfer requirements, including any
applicable transfer taxes, are fulfilled.
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You
shall accept partial tenders of Old Notes where so indicated and as
permitted in the Letter of Transmittal and deliver certificates for
Old Notes to the transfer agent for split-up and return any
untendered Old Notes to the holder (or such other person as may be
designated in the Letter of Transmittal) as promptly as practicable
after expiration or termination of the Exchange Offers.
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8. Upon satisfaction or waiver of all of the conditions to the
Exchange Offers, the Company will notify you (such notice if given
orally, promptly to be confirmed in writing) of its acceptance,
promptly after the Expiration Date, of all Old Notes properly
tendered and you, on behalf of the Company, will exchange such Old
Notes for New Notes and cause such Old Notes to be canceled.
Delivery of New Notes will be made on behalf of the Company by you
at the rate of $1,000 principal amount of New Notes for each $1,000
principal amount of the
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Old
Notes tendered promptly after notice (such notice if given orally,
promptly to be confirmed in writing) of acceptance of said Old
Notes by the Company; provided , however , that in
all cases, Old Notes tendered pursuant to the Exchange Offers will
be exchanged only after timely receipt by you of certificates for
such Old Notes (or confirmation of book-entry transfer into your
account at the Book-Entry Transfer Facility), a properly completed
and duly executed Letter of Transmittal (or facsimile thereof or an
Agent’s Message in lieu thereof) with any required signature
guarantees and any other required document. Unless otherwise
instructed in writing by the Company, you shall issue New Notes
only in denominations of $1,000 or any integral multiple
thereof.
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9. Tenders pursuant to the Exchange Offers are irrevocable
after the Expiration Date. Subject to the terms and upon the
conditions set forth in the Prospectus and the Letter of
Transmittal, Old Notes tendered pursuant to the Exchange Offers may
be withdrawn at any time prior to the Expiration Date in accordance
with the terms of the Exchange Offers. All questions as to the form
and validity of notices of withdrawal, including timeliness of
receipt, shall be determined by the Company, in its sole
discretion, which determination shall be final and
binding.
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10. The Company shall not be required to exchange any Old
Notes tendered if any of t
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