CIG Joinder Agreement to Security and Intercreditor Agreement among Colorado Interstate Gas Company, El Paso Corporation, and JPMorgan Chase Bank

Summary

This agreement adds Colorado Interstate Gas Company (CIG) as a party to an existing Security and Intercreditor Agreement dated April 16, 2003, involving El Paso Corporation, JPMorgan Chase Bank, and other related entities. By signing, CIG becomes a Pipeline Company Borrower, gaining the same rights and obligations as other borrowers under the agreement. CIG agrees to be bound by all terms, provide accurate information, and make certain legal representations. The agreement is governed by New York law and is effective as of December 23, 2003.

EX-10.F 4 h11832exv10wf.txt CIG JOINDER AGREEMENT EXHIBIT 10.F CIG JOINDER AGREEMENT THIS CIG JOINDER AGREEMENT, dated as of December 23, 2003 (this "Joinder Agreement"), is being entered into to effectuate Colorado Interstate Gas Company, a Delaware corporation ("CIG"), becoming a party to that certain Security and Intercreditor Agreement, dated as of April 16, 2003 (the "Intercreditor Agreement"), by and among El Paso Corporation, a Delaware corporation, JPMorgan Chase Bank, a New York banking corporation ("JPMorgan"), in its capacity as Credit Agreement Administrative Agent and as Representative Agent for the Lenders, JPMorgan in its capacity as Collateral Agent for the Secured Parties, Intercreditor Agent and Depository Bank, and the Pipeline Company Borrowers, the Grantors and the Representative Agents party thereto. This Joinder Agreement is made and entered into by and between CIG and the current parties to the Intercreditor Agreement (including CIG Parent pursuant to the CIG Parent Joinder Agreement being entered into simultaneously herewith). Each capitalized term used herein, unless otherwise defined herein, shall have the meaning ascribed to such term in Appendix A-1 to the Intercreditor Agreement. NOW, THEREFORE, IT IS AGREED: Section 1. Joinder. By executing and delivering this Joinder Agreement, which shall, for all purposes, be deemed to constitute an executed counterpart to the Intercreditor Agreement, from and after the date hereof, CIG is and shall be a Pipeline Company Borrower under the Intercreditor Agreement, and is and shall be bound by, and subject to, all of the terms and provisions of the Intercreditor Agreement to the same extent as each other Pipeline Company Borrower under the Intercreditor Agreement. From and after the date hereof, upon execution and delivery of this CIG Joinder Agreement, all references in the Intercreditor Agreement to a "Pipeline Company Borrower" shall also mean and be a reference to CIG. Section 2. Rights and Obligations. CIG shall have all of the rights of a Pipeline Company Borrower under the Intercreditor Agreement and shall have, and hereby agrees to perform, all of the obligations, duties, and liabilities of a Pipeline Company Borrower under the Intercreditor Agreement. Section 3. Supplements to Schedules. Schedules V and VI of the Intercreditor Agreement are hereby amended by supplementing such Schedules with the information relating to CIG set forth in Schedules V and VI hereof. Section 4. Representations and Warranties. CIG hereby (a) represents and warrants that the information on each Schedule to this Joinder Agreement is complete and accurate and (b) makes each of the representations and warranties applicable to Credit Parties contained in Section 3.01 of the Intercreditor Agreement, to the same extent as each other Credit Party (as applicable). SECTION 5. GOVERNING LAW. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. [Signatures begin on next page] IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered by its proper and duly authorized officer as of this 23rd day of December, 2003. PIPELINE COMPANY BORROWERS: COLORADO INTERSTATE GAS COMPANY By: /s/ Greg G. Gruber --------------------------------------- Name: Greg G. Gruber Title: Senior Vice President and Chief Financial Officer EL PASO NATURAL GAS COMPANY By: /s/ Greg G. Gruber --------------------------------------- Name: Greg G. Gruber Title: Senior Vice President and Chief Financial Officer TENNESSEE GAS PIPELINE COMPANY By: /s/ Greg G. Gruber --------------------------------------- Name: Greg G. Gruber Title: Senior Vice President and Chief Financial Officer ANR PIPELINE COMPANY By: /s/ Greg G. Gruber --------------------------------------- Name: Greg G. Gruber Title: Senior Vice President and Chief Financial Officer Signature Page 1 CIG Joinder Agreement THE COMPANY: EL PASO CORPORATION By: /s/ John J. Hopper --------------------------------------- Name: John J. Hopper Title: Vice President and Treasurer GRANTORS: AMERICAN NATURAL RESOURCES COMPANY By: /s/ Greg G. Gruber --------------------------------------- Name: Greg G. Gruber Title: Senior Vice President and Chief Financial Officer EL PASO ANR INVESTMENTS, L.L.C. By: /s/ Greg G. Gruber --------------------------------------- Name: Greg G. Gruber Title: Senior Vice President and Chief Financial Officer EL PASO ANRS INVESTMENTS, L.L.C. By: /s/ Greg G. Gruber --------------------------------------- Name: Greg G. Gruber Title: Senior Vice President and Chief Financial Officer EL PASO CNG COMPANY, L.L.C. By: /s/ Greg G. Gruber --------------------------------------- Name: Greg G. Gruber Title: Senior Vice President and Chief Financial Officer Signature Page 2 CIG Joinder Agreement EL PASO EPN INVESTMENTS, L.L.C. By: /s/ John J. Hopper --------------------------------------- Name: John J. Hopper Title: Vice President EL PASO EPNG INVESTMENTS, L.L.C. By: /s/ John J. Hopper --------------------------------------- Name: John J. Hopper Title: Vice President EL PASO NORIC INVESTMENTS I, L.L.C. By: /s/ Greg G. Gruber --------------------------------------- Name: Greg G. Gruber Title: Senior Vice President and Chief Financial Officer EL PASO NORIC INVESTMENTS III, L.L.C. By: /s/ Greg G. Gruber --------------------------------------- Name: Greg G. Gruber Title: Senior Vice President and Chief Financial Officer EL PASO NORIC INVESTMENTS IV, L.L.C. By: /s/ Greg G. Gruber --------------------------------------- Name: Greg G. Gruber Title: Senior Vice President and Chief Financial Officer Signature Page 3 CIG Joinder Agreement EL PASO TENNESSEE PIPELINE CO. By: /s/ John J. Hopper --------------------------------------- Name: John J. Hopper Title: Vice President EL PASO TGPC INVESTMENTS, L.L.C. By: /s/ John J. Hopper --------------------------------------- Name: John J. Hopper Title: Vice President EL PASO WIC INVESTMENTS, L.L.C. By: /s/ Greg G. Gruber --------------------------------------- Name: Greg G. Gruber Title: Senior Vice President and Chief Financial Officer NORIC HOLDINGS III, L.L.C. By: /s/ Greg G. Gruber --------------------------------------- Name: Greg G. Gruber Title: Senior Vice President and Chief Financial Officer SABINE RIVER INVESTORS I, L.L.C. By: /s/ John J. Hopper --------------------------------------- Name: John J. Hopper Title: Vice President Signature Page 4 CIG Joinder Agreement SABINE RIVER INVESTORS II, L.L.C. By: /s/ John J. Hopper --------------------------------------- Name: John J. Hopper Title: Vice President SABINE RIVER INVESTORS III, L.L.C. By: /s/ John J. Hopper --------------------------------------- Name: John J. Hopper Title: Vice President SABINE RIVER INVESTORS IV, L.L.C. By: /s/ Greg G. Gruber --------------------------------------- Name: Greg G. Gruber Title: Senior Vice President and Chief Financial Officer SABINE RIVER INVESTORS V, L.L.C. By: /s/ Greg G. Gruber --------------------------------------- Name: Greg G. Gruber Title: Senior Vice President and Chief Financial Officer Signature Page 5 CIG Joinder Agreement DEPOSITORY BANK: JPMORGAN CHASE BANK, as Depository Bank By: /s/ James M. Foley --------------------------------------- Name: James M. Foley Title: Assistant Vice President COLLATERAL AGENT: JPMORGAN CHASE BANK, as Collateral Agent By: /s/ James M. Foley --------------------------------------- Name: James M. Foley Title: Assistant Vice President INTERCREDITOR AGENT: JPMORGAN CHASE BANK, as Intercreditor Agent By: /s/ James M. Foley --------------------------------------- Name: James M. Foley Title: Assistant Vice President CREDIT AGREEMENT JPMORGAN CHASE BANK, as Credit Agreement ADMINISTRATIVE AGENT, Administrative Agent, 3-Year Facility 3-YEAR FACILITY AGENT, Agent, Representative Agent for Lakeside, REPRESENTATIVE AGENT FOR and Representative Agent for certain LAKESIDE, AND REPRESENTATIVE Additional Covered Letters of Credit AGENT FOR CERTAIN ADDITIONAL COVERED LETTER(S) OF CREDIT: By: /s/ Peter M. Ling --------------------------------------- Name: Peter M. Ling Title: Managing Director Signature Page 6 CIG Joinder Agreement REPRESENTATIVE AGENT FOR CITICORP NORTH AMERICA, INC., as COSCOL/ARUBA: Representative Agent By: /s/ Amy Pincu --------------------------------------- Name: Amy Pincu Title: Vice President Citicorp North America, Inc. 713 ###-###-#### REPRESENTATIVE AGENT CITIBANK, N.A. FOR CERTAIN ADDITIONAL COVERED LETTER(S) OF CREDIT: By: /s/ Amy Pincu --------------------------------------- Name: Title: Signature Page 7 CIG Joinder Agreement REPRESENTATIVE AGENT FOR ROYAL BANK OF CANADA, as Representative COASTAL PETROCHEMICAL: Agent By: /s/ Gail W. Atkins --------------------------------------- Name: Gail W. Atkins Title: V.P. Signature Page 8 CIG Joinder Agreement REPRESENTATIVE AGENT FOR DEUTSCHE BANK TRUST COMPANY AMERICAS, HARBORTOWN: as Representative Agent By: /s/ M.M. Tarking --------------------------------------- Name: Title: Signature Page 9 CIG Joinder Agreement REPRESENTATIVE AGENT FOR MIZUHO CORPORATE BANK (USA), as NOVA SCOTIA 1999: Representative Agent By: /s/ Noel P. Puerell --------------------------------------- Name: Noel P. Puerell Title: Senior Vice President REPRESENTATIVE AGENT FOR MIZUHO CORPORATE BANK, LTD., as NOVA SCOTIA 2000: Representative Agent By: /s/ Noel P. Puerell --------------------------------------- Name: Noel P. Puerell Title: Senior Vice President Signature Page 10 CIG Joinder Agreement REPRESENTATIVE AGENT BNP PARIBAS FOR CERTAIN ADDITIONAL COVERED LETTER(S) OF CREDIT: By: /s/ Larry Robinson --------------------------------------- Name: Larry Robinson Title: Director /s/ Evans R. Swann ------------------------------------------ Evans R. Swann Director Signature Page 11 CIG Joinder Agreement REPRESENTATIVE AGENT THE BANK OF NEW YORK FOR CERTAIN ADDITIONAL COVERED LETTER(S) OF CREDIT: By: N/A --------------------------------------- Name: Title: Signature Page 12 CIG Joinder Agreement REPRESENTATIVE AGENT THE TORONTO-DOMINION BANK FOR CERTAIN ADDITIONAL COVERED LETTER(S) OF CREDIT: By: /s/ Jano Nixon --------------------------------------- Name: Jano Nixon Title: Mgr. Syndications & Credit Admin. Signature Page 13 CIG Joinder Agreement REPRESENTATIVE AGENT THE BANK OF NOVA SCOTIA FOR CERTAIN ADDITIONAL COVERED LETTER(S) OF CREDIT: By: /s/ N. Bell --------------------------------------- Name: N. Bell Title: Senior Manager Signature Page 14 CIG Joinder Agreement SCHEDULE V NAME, LOCATION, CHIEF EXECUTIVE OFFICE, TYPE OF ORGANIZATION, JURISDICTION OF ORGANIZATION AND ORGANIZATIONAL IDENTIFICATION NUMBER

No modification necessary for Schedule V. Schedule V CIG Joinder Agreement SCHEDULE VI TRADE NAMES I. TRADE NAMES NAMES - ----- None. Schedule VI CIG Joinder Agreement