exv4wa



 






EXHIBIT 4.A




EXECUTION COPY




REGISTRATION RIGHTS AGREEMENT




among




EL PASO CORPORATION




as Issuer,




and




BANC OF AMERICA SECURITIES LLC




and




DEUTSCHE BANK SECURITIES INC.




as Representatives of the Several Initial Purchasers




Dated as of April 15, 2005




 








 





      THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 15,
2005 by and among El Paso Corporation, a Delaware corporation (the “Company”), Banc of America
Securities LLC and Deutsche Bank Securities Inc. (together, the “Representatives”) (as
representatives of the several initial purchasers (the “Initial Purchasers”) under the Purchase
Agreement, dated April 11, 2005 (the “Purchase Agreement”), by and among the Company and the
Initial Purchasers) and each of the Initial Purchasers other than Banc of America Securities LLC
and Deutsche Bank Securities Inc. In order to induce the Initial Purchasers to enter into the
Purchase Agreement, the Company has agreed to provide the registration rights set forth in this
Agreement. The execution of this Agreement is a condition to the closing under the Purchase
Agreement.



      The Company agrees with the Initial Purchasers, (i) for their benefit as Initial Purchasers
and (ii) for the benefit of the beneficial owners (including the Initial Purchasers) from time to
time of the Preferred Stock (as defined herein) and the beneficial owners from time to time of the
Underlying Common Stock (as defined herein) issued upon conversion of the Preferred Stock (each of
the foregoing a “Holder” and together the “Holders”), as follows:



      Section 1 . Definitions. Capitalized terms used herein without definition shall have their
respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following
terms shall have the following meanings:



      “Affiliate” means with respect to any specified person, an “affiliate,” as defined in Rule
144, of such person.



      “Amendment Effectiveness Deadline Date” has the meaning set forth in Section 2(d) hereof.



      “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on
which banking institutions in The City of New York are authorized or obligated by law or executive
order to close.



      “Certificate of Designations” means the Certificate of Designations, dated as of April 14,
2005 setting forth the preferences and rights, qualifications, limitations and restrictions of the
Preferred Stock.



      “Common Stock” means the shares of common stock, par value $3.00 per share, of the Company,
and any other securities as may constitute “Common Stock” for purposes of the Certificate of
Designations, including, without limitation, the Underlying Common Stock.



      “Conversion Price” has the meaning assigned such term in the Certificate of Designations.



      “Damages Accrual Period” has the meaning set forth in Section 2(e) hereof.



      “Damages Payment Date” means each April 15, July 15, October 15 and January 15.



      “Deferral Notice” has the meaning set forth in Section 3(i) hereof.



 








 





      “Deferral Period” has the meaning set forth in Section 3(i) hereof.



      “Dividend Payment Date” has the meaning assigned to such term in the Certificate of
Designations.



      “Effectiveness Deadline Date” has the meaning set forth in Section 2(a) hereof.



      “Effectiveness Period” means the period commencing on the date the Initial Shelf Registration
Statement is declared effective and ending on the date that all Registrable Securities have ceased
to be Registrable Securities.



      “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder.



      “Filing Deadline Date” has the meaning set forth in Section 2(a) hereof.



      “Holder” has the meaning set forth in the second paragraph of this Agreement.



      “Initial Purchasers” has the meaning set forth in the preamble to this Agreement.



      “Initial Shelf Registration Statement” has the meaning set forth in Section 2(a) hereof.



      “Issue Date” means the first date of original issuance of the Preferred Stock.



      “Liquidated Damages Amount” has the meaning set forth in Section 2(e) hereof.



      “Losses” has the meaning set forth in Section 6(a) hereof.



      “Material Event” has the meaning set forth in Section 3(i) hereof.



      “Notice and Questionnaire” means a written notice delivered to the Company containing
substantially the information called for by the Selling Securityholder Notice and Questionnaire
attached as Annex A to the Offering Memorandum of the Company dated April 11, 2005 relating to the
Preferred Stock.



      “Notice Holder” means, on any date, any Holder that has delivered a completed and signed
Notice and Questionnaire to the Company on or prior to such date.



      “Preferred Stock” means the 4.99% Convertible Perpetual Preferred Stock, (par value $0.01 per
share) of the Company that has the rights, powers and preferences set forth in the Certificate of
Designations.



      “Prospectus” means the prospectus included in any Registration Statement (including, without
limitation, a prospectus that discloses information previously omitted from a prospectus filed as
part of an effective registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any amendment or prospectus supplement, including
post-effective amendments, and all materials incorporated by reference or explicitly deemed to be
incorporated by reference in such Prospectus.



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      “Purchase Agreement” has the meaning set forth in the preamble hereof.



      “Record Date” has the meaning assigned to such term in the Certificate of Designations.



      “Record Holder” means (i) with respect to any Damages Payment Date relating to any Preferred
Stock as to which any such Liquidated Damages Amount has accumulated, the holder of record of such
share of Preferred Stock on the Record Date immediately preceding the relevant Damages Payment Date
and (ii) with respect to any Damages Payment Date relating to the Underlying Common Stock as to
which any such Liquidated Damages Amount has accrued, the registered holder of such Underlying
Common Stock on the Record Date immediately preceding the relevant Damages Payment Date.



      “Registrable Securities” means the shares of Preferred Stock until any such share of Preferred
Stock has been converted into the Underlying Common Stock and, at all times subsequent to any such
conversion, the Underlying Common Stock and any securities into or for which such Underlying Common
Stock has been converted or exchanged, and any security issued with respect thereto upon any stock
dividend, split or similar event until, in the case of any of the foregoing securities (including,
without limitation, the Preferred Stock, the underlying Common Stock and any securities issued upon
conversion of or in exchange for such securities), (A) the earliest of (i) its effective
registration under the Securities Act and resale in accordance with the Registration Statement
covering it, (ii) expiration of the holding period that would be applicable thereto under Rule
144(k) to a sale by a non-Affiliate of the Company, (iii) its sale to the public pursuant to Rule
144 (or any similar provision then in force, but not Rule 144A) under the Securities Act or (iv)
the date on which all of the foregoing securities cease to be outstanding and (B) as a result of
the event or circumstance described in any of the foregoing clauses (A)(i) through (iii), the
legend with respect to transfer restrictions required by the Certificate of Designations is removed
or removable in accordance with the terms of the Certificate of Designations or such legend, as the
case may be.



      “Registration Default” has the meaning set forth in Section 2(e) hereof.



      “Registration Expenses” has the meaning set forth in Section 5 hereof.



      “Registration Statement” means any registration statement of the Company required to be filed
under the terms of this Agreement that covers any of the Registrable Securities including the
Prospectus, any amendments and supplements to such registration statement, any post-effective
amendments to such registration statement, and all exhibits to, and all materials incorporated by
reference or explicitly deemed to be incorporated by reference in, such registration statement.



      “Representatives” has the meaning set forth in the preamble hereof.



      “Restricted Securities” means “Restricted Securities” as defined in Rule 144.



      “Rule 144” means Rule 144 under the Securities Act, as such Rule may be amended from time to
time, or any similar rule or regulation hereafter adopted by the SEC.



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      “Rule 144A” means Rule 144A under the Securities Act, as such Rule may be amended from time to
time, or any similar rule or regulation hereafter adopted by the SEC.



      “SEC” means the Securities and Exchange Commission.



      “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations
promulgated by the SEC thereunder.



      “Shelf Registration Statement” has the meaning set forth in Section 2(a) hereof.



      “Special Counsel” means a nationally recognized law firm experienced in securities law matters
designated by the Company, with the written consent of the Representatives (which shall not be
unreasonably withheld), the reasonable fees and expenses of which will be paid by the Company
pursuant to Section 5 hereof, or one such other successor counsel as shall be specified by the
Holders of a majority of the Registrable Securities.



      “Subsequent Shelf Registration Statement” has the meaning set forth in Section 2(b) hereof.



      “Transfer Agent” means Equiserve Trust Company, N.A., the Transfer Agent for the Preferred
Stock or any successor Transfer Agent pursuant to the terms of the Certificate of Designations.



      “Underlying Common Stock” means the Common Stock into which the Preferred Stock is convertible
or that is issued upon any such conversion.



      Section 2. Shelf Registration. (a) The Company shall prepare and file or cause to be
prepared and filed with the SEC, by the date (the “Filing Deadline Date”) that is one hundred
thirty (130) days after the Issue Date, a Registration Statement (the “Shelf Registration
Statement”) registering the resale from time to time by Holders thereof of all of the Registrable
Securities (the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement
shall be on an appropriate form (including, without limitation, Form S-1) permitting registration
of such Registrable Securities for resale by such Holders in accordance with the methods of
distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The
Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to
be declared effective under the Securities Act as promptly as is practicable but in any event by
the date (the “Effectiveness Deadline Date”) that is two hundred ten (210) days after the Issue
Date, and, to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration
Statement) continuously effective under the Securities Act until the expiration of the
Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective,
each Holder that became a Notice Holder on or prior to the date that is ten (10) Business Days
prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf
Registration Statement and the related Prospectus in such a manner as to permit such Holder to
deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law;
provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the
Registrable Securities held by it covered by such Initial Shelf Registration Statement unless such
Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such
Holder. None of the Company’s security



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holders (other than the Holders of Registrable Securities) shall have the right to include any
of the Company’s securities in the Shelf Registration Statement.



      (b) If the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement
ceases to be effective for any reason at any time during the Effectiveness Period (other than
because all Registrable Securities registered thereunder shall have been resold pursuant thereto or
shall have otherwise ceased to be Registrable Securities), the Company shall use its reasonable
best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and
in any event shall within thirty (30) days of such cessation of effectiveness amend the Shelf
Registration Statement in a manner reasonably expected to obtain the withdrawal of the order
suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering
all of the securities that as of the date of such filing are Registrable Securities (a “Subsequent
Shelf Registration Statement”). If a Subsequent Shelf Registration Statement is filed, the Company
shall use its reasonable best efforts to cause the Subsequent Shelf Registration Statement to
become effective as promptly as is practicable after such filing and to keep such Registration
Statement (or Subsequent Shelf Registration Statement) continuously effective until the end of the
Effectiveness Period.



      (c) The Company shall supplement and amend the Shelf Registration Statement if required by the
rules, regulations or instructions applicable to the registration form used by the Company for such
Shelf Registration Statement, if required by the Securities Act or as necessary to name a Notice
Holder as a selling securityholder pursuant to Section (d) below.



      (d) Each Holder agrees that if such Holder wishes to sell Registrable Securities pursuant to a
Shelf Registration Statement and related Prospectus, it will do so only in accordance with this
Section 2(d) and Section 3(i). Each Holder wishing to sell Registrable Securities pursuant to a
Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to
the Company at least three (3) Business Days prior to any intended distribution of Registrable
Securities under the Shelf Registration Statement. From and after the date the Initial Shelf
Registration Statement is declared effective, the Company shall, as promptly as practicable after
the date a Notice and Questionnaire is delivered, and in any event upon the later of (x) ten (10)
Business Days after such date or (y) ten (10) Business Days after the expiration of any Deferral
Period in effect when the Notice and Questionnaire is delivered or put into effect within ten (10)
Business Days of such delivery date:




      (i) if required by applicable law, file with the SEC a post-effective amendment to the
Shelf Registration Statement or prepare and, if required by applicable law, file a
supplement to the related Prospectus or a supplement or amendment to any document
incorporated therein by reference or file any other required document so that the Holder
delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf
Registration Statement and the related Prospectus in such a manner as to permit such Holder
to deliver such Prospectus to purchasers of the Registrable Securities in accordance with
applicable law and, if the Company shall file a post-effective amendment to the Shelf
Registration Statement, use its reasonable best efforts to cause such post-effective
amendment to be declared effective under the Securities Act as promptly as is practicable,
but in any event by the date (the “Amendment Effectiveness



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Deadline Date”) that is forty-five (45) days after the date such post-effective
amendment is required by this clause to be filed;




      (ii) provide such Holder with a reasonable number of copies of any documents filed
pursuant to Section 2(d)(i); and




      (iii) notify such Holder as promptly as practicable after the effectiveness under the
Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i);


provided that if such Notice and Questionnaire is delivered during a Deferral Period, the Company
shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set
forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance
with Section 3(i); provided, further, that if the Company is required by applicable law to file with
the SEC a post-effective amendment to the Shelf Registration Statement to add a Holder, the Company
shall not be required to file more than one post-effective amendment to the Shelf Registration
Statement for all Holders pursuant to this Section 2(d) during any three-month period.
Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no
obligation to name any Holder that is not a Notice Holder as a selling securityholder in any
Registration Statement or related Prospectus and (ii) the Amendment Effectiveness Deadline Date
shall be extended by up to ten (10) Business Days from the expiration of a Deferral Period (and the
Company shall incur no obligation to pay Liquidated Damages during such extension) if such Deferral
Period shall be in effect on the Amendment Effectiveness Deadline Date.




      (e) The parties hereto agree that the Holders of Registrable Securities will suffer damages,
and that it would not be feasible to ascertain the extent of such damages with precision, if




      (i) the Initial Shelf Registration Statement has not been filed on or prior to the
Filing Deadline Date,




      (ii) the Initial Shelf Registration Statement has not been declared effective under the
Securities Act on or prior to the Effectiveness Deadline Date,




      (iii) the Company has failed to perform its obligations set forth in Section 2(d)
within the time period required therein,




      (iv) any post-effective amendment to a Shelf Registration Statement filed pursuant to
Section 2(d)(i) has not become effective under the Securities Act on or prior to the
Amendment Effectiveness Deadline Date,




      (v) the aggregate duration of Deferral Periods in any period exceeds the number of days
permitted in respect of such period pursuant to Section 3(i) hereof, or




      (vi) the number of Deferral Periods in any period exceeds the number permitted in
respect of such period pursuant to Section 3(i) hereof.


Each event described in any of the foregoing clauses (i) through (vi) is individually referred to
herein as a “Registration Default.” For purposes of this Agreement, each Registration Default




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set forth above shall begin on the dates set forth in the table set forth below and shall continue
until the ending dates set forth in the table below:




	 	 	 	 	 
	Type of Registration	 	 	 	 
	Default by Clause	 	Beginning Date	 	Ending Date
	 
	 	 	 	 
	(i)

	 	Filing Deadline Date
	 	the date on which the
Initial Shelf
Registration
Statement is filed
	 
	 	 	 	 
	(ii)

	 	Effectiveness
Deadline Date
	 	the date on which the
Initial Shelf
Registration
Statement becomes
effective under the
Securities Act
	 
	 	 	 	 
	(iii)

	 	the date by which the
Company is required
to perform its
obligations under
Section 2(d)
	 	the date on which the
Company performs its
obligations set forth
in Section 2(d)
	 
	 	 	 	 
	(iv)

	 	the Amendment
Effectiveness
Deadline Date
	 	the date on which the
applicable
post-effective
amendment to a Shelf
Registration
Statement becomes
effective under the
Securities Act
	 
	 	 	 	 
	(v)

	 	the date on which the
aggregate duration of
Deferral Periods in
any period exceeds
the number of days
permitted by Section
3(i)
	 	termination of the
Deferral Period that
caused the limit on
the aggregate
duration of Deferral
Periods to be
exceeded
	 
	 	 	 	 
	(vi)

	 	the date of
commencement of a
Deferral Period that
causes the number of
Deferral Periods to
exceed the number
permitted by Section
3(i)
	 	termination of the
Deferral Period that
caused the number of
Deferral Periods to
exceed the number
permitted by Section
3(i)






      Commencing on (and including) any date that a Registration Default has begun and ending on
(but excluding) the next date on which there are no Registration Defaults that have occurred and
are continuing (a “Damages Accrual Period”), the Company shall pay, as liquidated damages and not
as a penalty, to Record Holders of Registrable Securities an amount



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(the “Liquidated Damages Amount”) accruing, for each day in the Damages Accrual Period, (i) in
respect of any share of Preferred Stock then outstanding, at a rate per annum equal to 0.50% of the
aggregate liquidation preference of the Preferred Stock and (ii) in respect of each share of
Underlying Common Stock then outstanding, at a rate per annum equal to 0.50% of the Conversion
Price in effect on the first day of any such period; provided that in the case of a Damages Accrual
Period that is in effect solely as a result of a Registration Default of the type described in
clause (iii) or (iv) of the preceding paragraph, such Liquidated Damages Amount shall be paid only
to the Holders (as set forth in the succeeding paragraph) that have delivered Notices and
Questionnaires that caused the Company to incur the obligations set forth in Section 2(d) the
non-performance of which is the basis of such Registration Default. In calculating the Liquidated
Damages Amount on any date on which no Preferred Stock is outstanding, the Conversion Price and the
Liquidated Damages Amount shall be calculated as if the Preferred Stock were still outstanding.
Notwithstanding the foregoing, no Liquidated Damages Amount shall cumulate as to any Registrable
Security from and after the earlier of (x) the date such security is no longer a Registrable
Security and (y) expiration of the Effectiveness Period. The rate of accumulation of the
Liquidated Damages Amount with respect to any period shall not exceed the rate provided for in this
paragraph notwithstanding the occurrence of multiple concurrent Registration Defaults. Following
the cure of all Registration Defaults requiring the payment by the Company of any Liquidated
Damages Amount to the Holders of the Registrable Securities pursuant to this Section 2(e), the
accrual of such Liquidated Damages Amount shall cease (without in any way limiting the effect of
any subsequent Registration Default requiring the payment by the Company of any Liquidated Damages
Amount).




      The Liquidated Damages Amount shall cumulate from the first day of the applicable Damages
Accrual Period, and shall be payable in cash on each Damages Payment Date during the Damages
Accrual Period to the Record Holder of the Registrable Securities on the record date immediately
preceding the applicable Damages Payment Date (and on the Damages Payment Date next succeeding the
end of the Damages Accrual Period if the Damages Accrual Period does not end on a Damages Payment
Date) to the Record Holders of the Registrable Securities as of the date that such Damages Accrual
Period ends; provided, that, in the case of a Registration Default of the type described in clause
(iii) or (iv) of the first paragraph of this Section 2(e), such Liquidated Damages Amount shall be
paid only to the Holders entitled thereto pursuant to such first paragraph by check mailed to the
address set forth in the Notice and Questionnaire delivered by such Holder. Nothing shall preclude
any Holder from pursuing or obtaining specific performance or other equitable relief with respect
to this Agreement.



      All of the Company’s obligations set forth in this Section 2(e) that are outstanding with
respect to any Registrable Security at the time such security ceases to be a Registrable Security
shall survive until such time as all such obligations with respect to such security have been
satisfied in full (notwithstanding termination of this Agreement pursuant to Section 8(k)) or, in
the case of the Liquidated Damages Amount payable on any shares of Preferred Stock, until such
shares cease to be outstanding.



      The parties hereto agree that the Liquidated Damages Payments provided for in this Section
2(e) constitute a reasonable estimate of the damages that may be incurred by Holders of Registrable
Securities by reason of the failure of the Shelf Registration Statement to be filed or



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declared effective or available for effecting resales of Registrable Securities in accordance
with the provisions hereof.



      Section 3. Registration Procedures. In connection with the registration obligations of the
Company under Section 2 hereof, the Company shall:




      (a) Prepare and file with the SEC a Registration Statement or Registration Statements
on any appropriate form under the Securities Act available for the sale of the Registrable
Securities by the Holders thereof in accordance with the intended method or methods of
distribution thereof, and use its reasonable best efforts to cause each such Registration
Statement to become effective and remain effective as provided herein; provided that before
filing any Registration Statement or Prospectus or any amendments or supplements thereto
with the SEC, the Company shall furnish to the Initial Purchasers and the Special Counsel of
such offering, if any, a reasonable number of copies of all such documents proposed to be
filed and use its reasonable best efforts to reflect in each such document when so filed
with the SEC such comments as the Initial Purchasers or the Special Counsel, if any,
reasonably shall propose within five (5) Business Days of the delivery of such copies to the
Initial Purchasers and the Special Counsel.




      (b) Prepare and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement continuously
effective (except as provided in Section 3(i) hereof) for the applicable period specified in
Section 2(a); cause the related Prospectus to be supplemented by any required prospectus
supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar
provisions then in force) under the Securities Act; and use its reasonable best efforts to
comply with the provisions of the Securities Act applicable to it with respect to the
disposition of all securities covered by such Registration Statement during the
Effectiveness Period in accordance with the intended methods of disposition by the sellers
thereof set forth in such Registration Statement as so amended or such Prospectus as so
supplemented.




      (c) As promptly as practicable give notice to the Notice Holders, the Initial
Purchasers and the Special Counsel, (i) when any Prospectus, prospectus supplement,
Registration Statement or post-effective amendment to a Registration Statement has been
filed with the SEC and, with respect to a Registration Statement or any post-effective
amendment, when the same has been declared effective, (ii) of any request, following the
effectiveness of the Initial Shelf Registration Statement under the Securities Act, by the
SEC or any other federal or state governmental authority for amendments or supplements to
any Registration Statement or related Prospectus or for additional information, (iii) of the
issuance by the SEC or any other federal or state governmental authority of any stop order
suspending the effectiveness of any Registration Statement or the initiation or threatening
of any proceedings for that purpose, (iv) of the receipt by the Company of any notification
with respect to the suspension of the qualification or exemption from qualification of any
of the Registrable Securities for sale in any jurisdiction or the initiation or threatening
of any proceeding for such purpose, (v) of the occurrence of a Material Event and (vi) of
the determination by the Company that a post-effective amendment to a Registration Statement
will be filed with the SEC, which notice may, at



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the discretion of the Company (or as required pursuant to Section 3(i)), state that it
constitutes a Deferral Notice, in which event the provisions of Section 3(i) shall apply.




      (d) Use its commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement or the lifting of any suspension of
the qualification (or exemption from qualification) of any of the Registrable Securities for
sale in any jurisdiction in which they have been qualified for sale, in either case at the
earliest possible moment, and provide immediate notice to each Notice Holder and the Initial
Purchasers of the withdrawal of any such order.




      (e) If reasonably requested by the Initial Purchasers or any Notice Holder, as promptly
as practicable incorporate in a prospectus supplement or post-effective amendment to a
Registration Statement such information as the Initial Purchasers and the Special Counsel,
or such Notice Holder shall on the basis of an opinion of nationally-recognized counsel
experienced in such matters, determine to be required to be included therein by applicable
law and make any required filings of such prospectus supplement or post-effective amendment;
provided, however, that the Company shall not be required to take any action under this
Section 3(e) that, on the advice from counsel for the Company, the Company reasonably
determines would not be in compliance with applicable law.




      (f) As promptly as practicable furnish to each Notice Holder, the Special Counsel and
the Initial Purchasers, without charge, at least one (1) conformed copy of the Registration
Statement and any amendment thereto, including exhibits and all documents incorporated or
deemed to be incorporated therein by reference.




      (g) During the Effectiveness Period, deliver to each Notice Holder, the Special
Counsel, if any, and the Initial Purchasers, in connection with any sale of Registrable
Securities pursuant to a Registration Statement, without charge, as many copies of the
Prospectus or Prospectuses relating to such Registrable Securities (including each
preliminary prospectus) and any amendment or supplement thereto as such Notice Holder may
reasonably request; to provide a “reasonable number” of copies thereof to the New York Stock
Exchange as contemplated by Rule 153 under the Securities Act; and the Company hereby
consents (except during such periods that a Deferral Notice is outstanding and has not been
revoked) to the use of such Prospectus or each amendment or supplement thereto by each
Notice Holder in connection with any offering and sale of the Registrable Securities covered
by such Prospectus or any amendment or supplement thereto in the manner set forth therein.




      (h) Prior to any public offering of the Registrable Securities pursuant to a
Registration Statement, use its reasonable best efforts to register or qualify or cooperate
with the Notice Holders and the Special Counsel in connection with the registration or
qualification (or exemption from such registration or qualification) of such Registrable
Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions
within the United States as any Notice Holder reasonably requests in writing (which request
may be included in the Notice and Questionnaire); prior to any public offering of the
Registrable Securities pursuant to the Shelf Registration Statement, use its reasonable best
efforts to keep each such registration or qualification (or exemption therefrom)



10








 






effective during the Effectiveness Period in connection with such Notice Holder’s offer
and sale of Registrable Securities pursuant to such registration or qualification (or
exemption therefrom) and do any and all other acts or things reasonably necessary or
advisable to enable the disposition in such jurisdictions of such Registrable Securities in
the manner set forth in the relevant Registration Statement and the related Prospectus;
provided that the Company will not be required to (i) qualify as a foreign corporation or as
a dealer in securities in any jurisdiction where it would not otherwise be required to
qualify but for this Agreement, (ii) take any action that would subject it to general
service of process in suits or (iii) subject itself to taxation in respect of doing business
in any jurisdiction where it is not currently subject to taxation.




      (i) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of
the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf
Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence
of any event or the existence of any fact (a “Material Event”) as a result of which any
Registration Statement shall contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the statements
therein not misleading, or any Prospectus shall contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were made, not
misleading, or (C) the occurrence or existence of any pending corporate development that, in
the reasonable discretion of the Company, makes it appropriate to suspend the availability
of the Shelf Registration Statement and the related Prospectus for a discrete period of
time:




      (i) in the case of clause (B) above, subject to clause (ii) below, as promptly
as practicable prepare and file, if necessary pursuant to applicable law, a
post-effective amendment to such Registration Statement or a supplement to the
related Prospectus or any document incorporated therein by reference or file any
other required document that would be incorporated by reference into such
Registration Statement and Prospectus so that such Registration Statement does not
contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading, and such Prospectus does not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they
were made, not misleading, as thereafter delivered to the purchasers of the
Registrable Securities being sold thereunder, and, in the case of a post-effective
amendment to a Registration Statement, subject to the next sentence, use its
reasonable best efforts to cause it to be declared effective as promptly as is
practicable, and




      (ii) give notice to the Notice Holders, and the Special Counsel, if any, that
the availability of the Shelf Registration Statement is suspended (a “Deferral
Notice”) and, upon receipt of any Deferral Notice, each Notice Holder agrees not to
sell any Registrable Securities pursuant to the Registration Statement until such
Notice Holder’s receipt of copies of the supplemented or



11








 






amended Prospectus provided for in clause (i) above, or until it is advised in
writing by the Company that the Prospectus may be used, and has received copies of
any additional or supplemental filings that are incorporated or deemed incorporated
by reference in such Prospectus.




      The Company will use its reasonable best efforts to ensure that the use of the
Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is
practicable, (y) in the case of clause (B) above, as soon as, in the sole judgment of the
Company, public disclosure of such Material Event would not be prejudicial to or contrary to
the interests of the Company or, if necessary to avoid unreasonable burden or expense, as
soon as practicable thereafter and (z) in the case of clause (C) above, as soon as in the
reasonable discretion of the Company, such suspension is no longer appropriate. The
Company shall be entitled to exercise its right under this Section 3(i) to suspend the
availability of the Shelf Registration Statement or any Prospectus, without incurring or
accruing any obligation to pay liquidated damages pursuant to Section 2(e) and any such
period during which the availability of the Registration Statement and any Prospectus is
suspended (the “Deferral Period”) shall, without incurring any obligation to pay liquidated
damages pursuant to Section 2(e), not exceed 30 days; provided that the aggregate duration
of any Deferral Periods shall not exceed 30 days in any three month period or 90 days in any
twelve (12) month period.




      (j) If requested in writing in connection with a disposition of Registrable Securities
pursuant to a Registration Statement, make reasonably available for inspection during normal
business hours by a representative for the Notice Holders of such Registrable Securities,
any broker-dealers, attorneys and accountants retained by such Notice Holders, and any
attorneys or other agents retained by a broker-dealer engaged by such Notice Holders, all
relevant financial and other records and pertinent corporate documents and properties of the
Company and its subsidiaries, and cause the appropriate officers, directors and employees of
the Company and its subsidiaries to make reasonably available for inspection during normal
business hours on reasonable notice all relevant information reasonably requested by such
representative for the Notice Holders, or any such broker-dealers, attorneys or accountants
in connection with such disposition, in each case as is customary for similar “due
diligence” examinations; provided that such persons shall first agree in writing with the
Company that any information that is reasonably and in good faith designated by the Company
in writing as confidential at the time of delivery of such information shall be kept
confidential by such persons and shall be used solely for the purposes of exercising rights
under this Agreement, unless (i) disclosure of such information is required by court or
administrative order or is necessary to respond to inquiries of regulatory authorities, (ii)
disclosure of such information is required by law (including any disclosure requirements
pursuant to federal securities laws in connection with the filing of any Registration
Statement or the use of any Prospectus referred to in this Agreement), (iii) such
information becomes generally available to the public other than as a result of a disclosure
or failure to safeguard by any such person or (iv) such information becomes available to any
such person from a source other than the Company and such source is not bound by a
confidentiality agreement, and provided, further, that the foregoing inspection and
information gathering shall, to the greatest



12








 






extent possible, be coordinated on behalf of all the Notice Holders and the other
parties entitled thereto by the Special Counsel.




      (k) Comply with all applicable rules and regulations of the SEC and make generally
available to its securityholders earning statements (which need not be audited) satisfying
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any
similar rule promulgated under the Securities Act) for a 12-month period commencing on the
first day of the first fiscal quarter of the Company commencing after the effective date of
a Registration Statement, which statements shall be made available no later than 45 days
after the end of the 12-month period or 90 days if the 12-month period coincides with a
fiscal year of the Company.




      (l) Cooperate with each Notice Holder to facilitate the timely preparation and delivery
of certificates representing Registrable Securities sold or to be sold pursuant to a
Registration Statement, which certificates shall not bear any restrictive legends, and cause
such Registrable Securities to be in such denominations as are permitted by the Certificate
of Designations and registered in such names as such Notice Holder may request in writing at
least three (3) Business Day prior to any sale of such Registrable Securities.




      (m) Provide a CUSIP number for all Registrable Securities covered by each Registration
Statement not later than the effective date of such Registration Statement and provide the
Transfer Agent and the transfer agent for the Common Stock with printed certificates for
the Registrable Securities that are in a form eligible for deposit with The Depository
Trust Company.




      (n) Cooperate and assist in any filings required to be made with the National
Association of Securities Dealers, Inc. or the New York Stock Exchange, Inc.




      (o) Upon (i) the filing of the Initial Shelf Registration Statement and (ii) the
effectiveness of the Initial Shelf Registration Statement, announce the same, in each case
by release to Reuters Economic Services and Bloomberg Business News or other reasonable
means of distribution.



      Section 4. Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable
Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to
a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has
furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof
(including the information required to be included in such Notice and Questionnaire) and the
information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the
Company all information required to be disclosed in order to make the information previously
furnished to the Company by such Notice Holder not misleading and any other information regarding
such Notice Holder and the distribution of such Registrable Securities as the Company may from time
to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute
a representation and warranty by such Holder that the information relating to such Holder and its
plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with
such disposition, that such Prospectus does not as of the time of



13








 






such sale contain any untrue statement of a material fact relating to or provided by such
Holder or its plan of distribution and that such Prospectus does not as of the time of such sale
omit to state any material fact relating to or provided by such Holder or its plan of distribution
necessary to make the statements in such Prospectus, in the light of the circumstances under which
they were made, not misleading.



      Section 5. Registration Expenses. The Company shall bear all fees and expenses (the
“Registration Expenses”) incurred in connection with the performance by the Company of its
obligations under Sections 2 and 3 of this Agreement whether or not any Registration Statement is
declared effective. Such fees and expenses shall include, without limitation, (i) all registration
and filing fees (including, without limitation, fees and expenses (x) with respect to filings
required to be made with the National Association of Securities Dealers, Inc. or New York Stock
Exchange Inc. and (y) of compliance with federal and state securities or Blue Sky laws (including,
without limitation, reasonable fees and disbursements of the Special Counsel in connection with
Blue Sky qualifications of the Registrable Securities under the laws of such jurisdictions as
Notice Holders of a majority of the Registrable Securities being sold pursuant to a Registration
Statement may designate), (ii) printing expenses (including, without limitation, expenses of
printing certificates for Registrable Securities in a form eligible for deposit with The Depository
Trust Company), (iii) duplication expenses relating to copies of any Shelf Registration Statement
or Prospectus delivered to any Holders hereunder, (iv) fees and disbursements of counsel for the
Company and the Special Counsel in connection with the Shelf Registration Statement (provided that
the Company shall not be liable for the fees and expenses of more than one separate firm for all
parties participating in any transaction hereunder), (v) reasonable fees and disbursements of the
Transfer Agent and of the registrar and transfer agent for the Common Stock and (vi) Securities Act
liability insurance, if any, obtained by the Company in its sole discretion. In addition, the
Company shall pay the internal expenses of the Company (including, without limitation, all salaries
and expenses of officers and employees performing legal or accounting duties), the expense of any
annual audit, the fees and expenses incurred in connection with the listing by the Company of the
Registrable Securities on any securities exchange on which similar securities of the Company are
then listed and the fees and expenses of any person, including special experts, retained by the
Company. Notwithstanding the provisions of this Section 5, each seller of Registrable Securities
shall pay selling expenses and all registration expenses to the extent required by applicable law.



      Section 6. Indemnification.




      (a) Indemnification by the Company. The Company shall indemnify and hold harmless each Notice
Holder and each person, if any, who controls any Notice Holder (within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act) from and against any and all
losses, claims, damages and liabilities (including, without limitation, any legal or other expenses
reasonably incurred in connection with defending or investigating any such action or claim)
(collectively, “Losses”) caused by any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement or any amendment thereof, any preliminary prospectus
or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or
supplements thereto), or caused by any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein in light of the
circumstances under which they were made not misleading,



14








 






except insofar as such Losses are caused by any such untrue statement or omission or alleged
untrue statement or omission based upon information relating to the Holders furnished to the
Company in writing by or on behalf of a Holder or any underwriter (in the case of an underwritten
offering) expressly for use therein; provided that if any Losses arise out of or are based upon an
untrue statement, alleged untrue statement, omission or alleged omission in or from any preliminary
prospectus that was corrected in the final prospectus, the Company shall not have any liability
with respect thereto to any Holder if any Holder delivered a copy of the preliminary prospectus to
the person alleging such Losses and failed to deliver a copy of the final prospectus, as amended or
supplemented if it has been amended or supplemented, to such person at or prior to the written
confirmation of the sale to that person.



      (b) Indemnification by Holders. Each Holder agrees severally and not jointly to indemnify and
hold harmless the Company, the directors of the Company, the officers of the Company who sign the
Registration Statement, and each person, if any, who controls the Company (within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange Act) each underwriter and
each person who controls any underwriter within the meaning of the Securities Act (in the case of
an underwritten offering), and any other Holder, from and against all Losses caused by any untrue
statement or alleged untrue statement of a material fact contained in any Registration Statement or
any amendment thereof, any preliminary prospectus or the Prospectus (as amended or supplemented if
the Company shall have furnished any amendments or supplements thereto) caused by any omission or
alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, but only with reference to information relating to such
Holder furnished to the Company in writing by or on behalf of such Holder expressly for use in such
Registration Statement, any preliminary prospectus, the Prospectus or any amendments or supplements
thereto. In no event shall the liability of any Holder hereunder be greater in amount than the
dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities
pursuant to the Registration Statement giving rise to such indemnification obligation.



      (c) Conduct of Indemnification Proceedings. In case any proceeding (including any
governmental investigation) shall be instituted involving any person in respect of which indemnity
may be sought pursuant to Section 6(a) or 6(b) hereof, such person (the “indemnified party”) shall
promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in
writing and the indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party (who shall not, except with the consent of the
indemnified party, be counsel to the indemnifying party) to represent the indemnified party and any
others the indemnifying party may designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified
party shall have the right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of such counsel, (ii) the named
parties to any such proceeding (including any impleaded parties) include both the indemnifying
party and the indemnified party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them or (iii) the indemnifying
party shall have failed to assume the defense of and employ counsel acceptable to the indemnified
party within a reasonable period of time after notice of commencement of the action. It is
understood that the indemnifying party shall not, in respect of



15








 






the legal expenses of any indemnified party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate
firm (in addition to any local counsel) for all Holders and all persons, if any, who control any
Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act and (ii) the fees and expenses of more than one separate firm (in addition to any local
counsel) for the Company, its directors, its officers who sign the Registration Statement and each
person, if any, who controls the Company within the meaning of either such Section, and that all
such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate
firm for the Holders and such control persons of any Holders, such firm shall be designated in
writing by the Holders of a majority (with Holders of Preferred Stock deemed to be the Holders, for
purposes of determining such majority, of the number of shares of Underlying Common Stock into
which such Preferred Stock are or would be convertible as of the date on which such designation is
made) of the Registrable Securities covered by the Registration Statement held by Holders that are
indemnified parties pursuant to Section 6(a). In the case of any such separate firm for the
Company, and such directors, officers and control persons of the Company, such firm shall be
designated in writing by the Company. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent, but if settled with such consent
or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of counsel as
contemplated by the second and third sentences of this paragraph, the indemnifying party agrees
that it shall be liable for any settlement of any proceeding effected without its written consent
if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party
of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified
party in accordance with such request prior to the date of such settlement. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any settlement,
compromise or consent in respect of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been sought hereunder by
such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional
release of such indemnified party from all liability on claims that are the subject matter of such
proceeding and (y) does not include a statement as to an admission of fault, culpability or a
failure to act by or on the behalf of any indemnified party.



      (d) Contribution. To the extent that the indemnification provided for in Section 6(a) or 6(b)
is unavailable to an indemnified party or insufficient in respect of any Losses referred to
therein, then each indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such Losses (i) in such proportion as is appropriate to reflect the relative
benefits received by the indemnifying party or parties on the one hand and the indemnified party or
parties on the other hand from the offering of the Registrable Securities or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i) above but also the
relative fault of the indemnifying party or parties on the one hand and of the indemnified party or
parties on the other hand in connection with the statements or omissions that resulted in such
Losses, as well as any other relevant equitable considerations. Benefits received by the



16








 






Company shall be deemed to be equal to the total net proceeds from the initial purchase
pursuant to the Purchase Agreement (after deducting expenses) of the Registrable Securities to
which such Losses relate. Benefits received by any Holder shall be deemed to be equal to the value
of receiving Registrable Securities that are registered under the Securities Act. The relative
fault of the Holders on the one hand and the Company on the other hand shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to information supplied by or
on behalf of the Holders or by the Company, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission. The Holders’
respective obligations to contribute pursuant to this paragraph are several in proportion to the
respective number of Registrable Securities they have sold pursuant to a Registration Statement,
and not joint.



      The parties hereto agree that it would not be just or equitable if contribution pursuant to
this Section 6(d) were determined by pro rata allocation (even if the Holders were
treated as one entity for such purpose) or by any other method of allocation that does not take
account of the equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the Losses referred to in the
immediately preceding paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding this Section 6(d), an
indemnifying party that is a selling Holder shall not be required to contribute any amount in
excess of the amount by which the total price at which the Registrable Securities sold by such
indemnifying party and distributed to the public were offered to the public exceeds the amount of
any damages that such indemnifying party has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies
provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which
may otherwise be available to any indemnified party at law or in equity.



      (e) The indemnity, contribution and expense reimbursement obligations of the parties hereunder
shall be in addition to any liability any indemnified party may otherwise have hereunder, under the
Purchase Agreement or otherwise.



      (f) The indemnity and contribution provisions contained in this Section 6 shall remain
operative and in full force and effect regardless of (i) any termination of this Agreement, (ii)
any investigation made by or on behalf of any Holder or any person controlling any Holder, or the
Company, or the Company’s officers or directors or any person controlling the Company and (iii) the
sale of any Registrable Securities by any Holder.



      Section 7. Information Requirements. The Company covenants that, if at any time before the
end of the Effectiveness Period the Company is not subject to the reporting requirements of the
Exchange Act, it will cooperate with any Holder and take such further reasonable action as any
Holder may reasonably request in writing (including, without limitation, making such reasonable
representations as any such Holder may reasonably request), all to the extent required from time to
time to enable such Holder to sell Registrable Securities without



17








 






registration under the Securities Act within the limitation of the exemptions provided by Rule
144 and Rule 144A under the Securities Act and customarily taken in connection with sales pursuant
to such exemptions. Upon the written request of any Holder, the Company shall deliver to such
Holder a written statement as to whether it has complied with such filing requirements, unless such
a statement has been included in the Company’s most recent report filed pursuant to Section 13 or
Section 15(d) of Exchange Act. Notwithstanding the foregoing, nothing in this Section 7 shall be
deemed to require the Company to register any of its securities (other than the Common Stock) under
any section of the Exchange Act.



      Section 8. Miscellaneous.



      (a) No Conflicting Agreements. The Company is not, as of the date hereof, a party to, nor
shall it, on or after the date of this Agreement, enter into, any agreement with respect to its
securities that conflicts with the rights granted to the Holders in this Agreement. The Company
represents and warrants that the rights granted to the Holders hereunder do not in any way conflict
with the rights granted to the holders of the Company’s securities under any other agreements.



      (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given, unless the Company has obtained the written consent of
Holders of a majority of the then outstanding Underlying Common Stock constituting Registrable
Securities (with Holders of Preferred Stock deemed to be the Holders, for purposes of this Section,
of the number of outstanding shares of Underlying Common Stock into which such Preferred Stock is
or would be convertible as of the date on which such consent is requested). Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the rights of other Holders
may be given by Holders of at least a majority of the Registrable Securities being sold by such
Holders pursuant to such Registration Statement; provided, that the provisions of this sentence may
not be amended, modified, or supplemented except in accordance with the provisions of the
immediately preceding sentence. Each Holder of Registrable Securities outstanding at the time of
any such amendment, modification, supplement, waiver or consent or thereafter shall be bound by any
such amendment, modification, supplement, waiver or consent effected pursuant to this Section 8(b),
whether or not any notice, writing or marking indicating such amendment, modification, supplement,
waiver or consent appears on the Registrable Securities or is delivered to such Holder.



      (c) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand delivery, by telecopier, by courier guaranteeing overnight delivery or
by first-class mail, return receipt requested, and shall be deemed given (i) when made, if made by
hand delivery, (ii) upon confirmation, if made by telecopier, (iii) one (1) Business Day after
being deposited with such courier, if made by overnight courier or (iv) on the date indicated on
the notice of receipt, if made by first-class mail, to the parties as follows:



18








 






      (i) if to a Holder, at the most current address given by such Holder to the Company in
a Notice and Questionnaire or any amendment thereto;




      (ii) if to the Company, to:


El Paso Corporation

El Paso Building

1001 Louisiana Street

Houston, Texas 77002

Attention: Robert W. Baker, Executive Vice President and General Counsel

Fax: (713) 420-5043


with a copy to:

Andrews Kurth LLP

600 Travis Street

Suite 4200

Houston, Texas 77002

Attention: G. Michael O’Leary

Fax: (713) 238-7130




      (iii) if to the Initial Purchasers, to:


Banc of America Securities LLC

9 West 57th Street

New York, New York 10019

Fax: 212-933-2217

Attention: Syndicate Department


and


Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

Fax: (212) 797-9344

Attention: Syndicate

with a copy to:

Fax: (212) 797-4564

Attention: General Counsel


or to such other address as such person may have furnished to the other persons identified in this
Section 8(c) in writing in accordance herewith.




      (d) Approval of Holders. Whenever the consent or approval of Holders of a specified
percentage of Registrable Securities is required hereunder, Registrable Securities held by the
Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) (other
than the Initial Purchasers or subsequent Holders if such subsequent Holders are deemed to be



19








 






such affiliates solely by reason of their holdings of such Registrable Securities) shall not
be counted in determining whether such consent or approval was given by the Holders of such
required percentage.



      (e) Successors and Assigns. Any person who purchases any Registrable Securities from the
Initial Purchasers shall be deemed, for purposes of this Agreement, to be an assignee of the
Initial Purchasers. This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties and shall inure to the benefit of and be binding upon
each Holder of any Registrable Securities.



      (f) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be
original and all of which taken together shall constitute one and the same agreement.



      (g) Headings. The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.



      (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY
HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST A JURY TRIAL, FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY.



      (i) Severability. If any term, provision, covenant or restriction of this Agreement is held
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants
and restrictions set forth herein shall remain in full force and effect and shall in no way be
affected, impaired or invalidated thereby, and the parties hereto shall use their reasonable best
efforts to find and employ an alternative means to achieve the same or substantially the same
result as that contemplated by such term, provision, covenant or restriction, it being intended
that all of the rights and privileges of the parties shall be enforceable to the fullest extent
permitted by law.



      (j) Entire Agreement. This Agreement is intended by the parties as a final expression of
their agreement and is intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein and the
registration rights granted by the Company with respect to the Registrable Securities. Except as
provided in the Purchase Agreement, there are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein, with respect to the registration
rights granted by the Company with respect to the Registrable Securities. This Agreement
supersedes all prior agreements and undertakings among the parties with respect to such
registration rights. No party hereto shall have any rights, duties or obligations other than those
specifically set forth in this Agreement. In no event will such methods of distribution take the
form of an underwritten offering of the Registrable Securities without the prior agreement of the
Company.



20








 





      (k) Termination. This Agreement and the obligations of the parties hereunder shall terminate
upon the end of the Effectiveness Period, except for any liabilities or obligations under Section
4, 5 or 6 hereof and the obligations to make payments of and provide for liquidated damages
payments under Section 2(e) hereof to the extent such damages cumulate prior to the end of the
Effectiveness Period, each of which shall remain in effect in accordance with its terms.



21








 





      IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.


	 	 	 	 	 
	 	EL PASO CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



The foregoing Agreement

is hereby confirmed and accepted by the

several Initial Purchasers named in

Schedule I to the Purchase Agreement as

of the date first above written:


BANC OF AMERICA SECURITIES LLC

DEUTSCHE BANK SECURITIES INC.

Acting as Representatives of such

Initial Purchasers



	 	 	 	 	 
	BANC OF AMERICA SECURITIES LLC

	

	 	 	 	 
	By:
	 	 	 	 
	

	 	 	 	 
	

	 	Name:	 	 
	

	 	Title:	 	 
	

	 	 	 	 
	DEUTSCHE BANK SECURITIES INC.

	

	 	 	 	 
	By:
	 	 	 	 
	

	 	 	 	 
	

	 	Name:	 	 
	

	 	Title:	 	 
	

	 	 	 	 
	By:
	 	 	 	 
	

	 	 	 	 
	

	 	Name:	 	 
	

	 	Title: