EXHIBIT 99.F
EXCHANGE AGENT AGREEMENT
__________, 2005
HSBC
Bank USA, National Association
Corporate Trust & Loan Agency
452 Fifth Avenue
New York, New York 10018
Ladies
and Gentlemen:
El Paso Corporation, a corporation
organized under the laws the State of Delaware (the “
Company ”), proposes to make an offer (the
“ Exchange Offer ”) to exchange up to
$272,102,000 aggregate principal amount of its 7.625% Senior Notes
due August 16, 2007 (the “ New Notes
”) for a like principal amount of its outstanding 7.625%
Senior Notes due August 16, 2007 (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 (File No.
___)(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 Offer. References hereinafter to “ you
” shall refer to HSBC Bank USA, National Association.
The Exchange Offer is expected to be
commenced by the Company on or about ___, 2005. The Letter of
Transmittal accompanying the Prospectus is to be used by the
holders of the Old Notes to accept the Exchange Offer, 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 Offer shall be satisfied for all purposes hereof by
inspection of the electronic messages transmitted to the Exchange
Agent by Exchange Offer participants 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 Exchange Offer participants.
The Exchange Offer shall expire at
5:00 p.m., New York City time, on ___, 2005 or on such later date
or time to which the Company may extend the Exchange Offer (the
“ Expiration Date ”). Subject to the
terms and conditions set forth in the Prospectus, the Company
expressly reserves the right to extend the Exchange Offer from time
to time and may extend the 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, 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 the
Exchange Offer, and not to accept for exchange any Old Notes, if
the Company determines that any of the conditions to the Exchange
Offer specified in the Prospectus under the caption “The
Exchange Offer—Conditions of the Exchange Offer” 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.
In carrying out your duties as
Exchange Agent, you are to act in accordance with the following
instructions:
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
Offer” or in the Letter of Transmittal accompanying the
Prospectus and such duties which are necessarily incidental
thereto.
2. You will establish an account
with respect to the Old Notes at DTC (the “ Book-Entry
Transfer Facility ”) for purposes of the Exchange
Offer 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.
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 Offer 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 Offer.
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
Offer—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.
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.
7. You shall accept
tenders:
(a) in
cases where the Old Notes are registered in two or more names only
if signed by all named holders;
(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
(c) from
persons other than the registered holder of Old Notes provided that
customary transfer requirements, including any applicable transfer
taxes, are fulfilled.
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 Offer.
8. Upon satisfaction or waiver
of all of the conditions to the Exchange Offer, 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 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 Offer 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
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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.
9. Tenders pursuant to the
Exchange Offer 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 Offer may be withdrawn at any time prior to the Expiration
Date in accordance with the terms of the Exchange Offer. 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.
10. The Company shall not be
required to exchange any Old Notes tendered if any of the
conditions set forth in the Prospectus are not met. Notice of any
decision by the Company not to e
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