EXHIBIT 1.3
CALCULATION AGENT AGREEMENT
THIS AGREEMENT dated as of October 5, 2000 between El
Paso Energy Corporation (hereinafter called the "Company"),
having its principal office at El Paso Energy Building,
1001 Louisiana Street, Houston, Texas 77002, and The Chase
Manhattan Bank, a New York banking corporation (hereinafter
sometimes called the "Calculation Agent" which term shall, unless
the context shall otherwise require, include its successors and
assigns), having its principal corporate trust office at 450 West
33rd Street, New York, New York 10001.
Recitals of the Company
The Company proposes to issue from time to time its
medium-term notes (the "Notes") under the Indenture dated as of
May 10, 1999, as supplemented and amended from time to time (the
"Indenture"), among the Company and The Chase Manhattan Bank, as
Trustee. Capitalized terms used in this Agreement and not
otherwise defined herein are used as defined in the Indenture.
Certain of the Notes may bear interest at one of several floating
rates determined by reference to an interest rate formula (the
"Floating Rate Notes") and the Company desires to engage the
Calculation Agent to perform certain services in connection
therewith.
NOW IT IS HEREBY AGREED THAT:
1. The Company hereby appoints The Chase Manhattan Bank as
Calculation Agent for the Floating Rate Notes, upon the terms and
subject to the conditions herein mentioned, and The Chase
Manhattan Bank hereby accepts such appointment. The Calculation
Agent shall act as an agent of the Company for the purpose of
determining the interest rate or rates of the Floating Rate
Notes.
2. The Company agrees to deliver to the Calculation Agent,
prior to the issuance of any Floating Rate Notes, copies of the
proposed forms of such Notes, including copies of all terms and
conditions relating to the determination of the interest rate
thereunder. The Company shall not issue any Floating Rate Note
prior to the receipt of confirmation from the Calculation Agent
of its acceptance of the proposed form of such Note. The
Calculation Agent hereby acknowledges its acceptance of the
proposed form of Floating Rate Note previously delivered to it.
3. The Company shall notify the Calculation Agent of the
issuance of any Floating Rate Notes prior to the issuance thereof
and, at the time of such issuance, shall deliver to the
Calculation Agent the information required to be provided by the
Company for the calculation of the applicable interest rates
thereunder. The Calculation Agent shall calculate the applicable
interest rates for Floating Rate Notes in accordance with the
terms of such Notes, the Indenture and the provisions of this
Agreement.
4. Promptly following the determination of each change to the
interest rate applicable to any Floating Rate Note, the
Calculation Agent will cause to be forwarded to the Company, the
Trustee and the principal Paying Agent information regarding the
interest rate then in effect or to be in effect for the
applicable interest reset period for such Floating Rate Note.
5. The Company will pay such compensation as shall be agreed
upon with the Calculation Agent and the out-of-pocket expenses,
including reasonable counsel fees, incurred by the Calculation
Agent in connection with its duties hereunder, upon receipt of
such invoices as the Company shall reasonably require.
6. Notwithstanding any satisfaction or discharge of the Notes
or the Indenture, the Company will indemnify the Calculation
Agent against any losses, liabilities, costs, claims, actions or
demands which it may incur or sustain or which may be made
against it in connection with its appointment or the exercise of
its powers and duties hereunder as well as the reasonable costs,
including the reasonable expenses and fees of counsel in
defending any claim, action or demand, except such as may result
from the gross negligence, willful misconduct or bad faith of the
Calculation Agent or any of its employees. Except as provided in
the preceding sentence, the Calculation Agent shall incur no
liability and shall be indemnified and held harmless by the
Company for, or in respect of, any actions taken or suffered to
be taken in good faith by the Calculation Agent in reliance upon
(i) the written opinion or advice of counsel or (ii) written
instructions from the Company.
7. The Calculation Agent accepts its obligations herein set
forth upon the terms and conditions hereof, including the
following, to all of which the Company agrees:
(i) in acting under this Agreement and in connection
with the Notes, the Calculation Agent, acting as agent for
the Company, does not assume any obligation towards, or any
relationship of agency or trust for or with, any of the
Holders of the Notes;
(ii) unless herein otherwise specifically provided,
any order, certificate, notice, request or communication
from the Company made or given under any provisions of this
Agreement shall be sufficient if signed by any person whom
the Calculation Agent reasonably believes to be a duly
authorized officer or attorney-in-fact of the Company;
(iii) the Calculation Agent shall be obligated to
perform only such duties as are set forth specifically
herein and any duties necessarily incidental thereto;
(iv) the Calculation Agent shall be protected and
shall incur no liability for or in respect of any action
taken or omitted to be taken or anything suffered by it in
reliance upon anything contained in a Floating Rate Note,
the Indenture or any information supplied to it by the
Company pursuant to this Agreement, including the
information to be supplied pursuant to paragraph 3 above;
(v) the Calculation Agent, whether acting for itself
or in any other capacity, may become the owner or pledgee of
Notes with the same rights as it would have had if it were
not acting hereunder as Calculation Agent;
(vi) the Calculation Agent shall incur no liability
hereunder except for loss sustained by reason of its gross
negligence, willful misconduct or bad faith; and
(vii) in no event shall the Calculation Agent be liable
for special, indirect or consequential loss or damage of any
kind whatsoever (including but not limited to lost profits),
even if the Calculation Agent has been advised of the
likelihood of such loss or damage and regardless of the form
of action.
8. (a) The Company agrees to notify the Calculation Agent at
least three Business Days prior to the issuance of any Floating
Rate Note with an interest rate to be determined by any formula
that would require the Calculation Agent to select banks or other
financial institutions (the "Reference Banks") for purposes of
quoting rates. Immediately prior to seeking such quotes from
such Reference Banks, the Calculation Agent will notify the
Company and the Trustee of the names and addresses of such
Reference Banks. The Calculation Agent shall not be responsible
to the Company or any third party for any failure of the
Reference Banks to fulfill their duties or meet their obligations
as Reference Banks or as a result of the Calculation Agent having
acted (except in the event of gross negligence, willful
misconduct or bad faith) on any quotation or other information
given by any Reference Bank which subsequently may be found to be
incorrect.
(b) Except as provided below, the Calculation Agent
may at any time resign as Calculation Agent by giving written
notice to the Company and the Trustee of such intention on its
part, specifying the date on which its desired resignation shall
become effective, provided that such notice shall be given not
less than 60 days prior to the said effective date unless the
Company and the Trustee otherwise agree in writing. Except as
provided below, the Calculation Agent may be removed by the
filing with it and the Trustee of an instrument in writing signed
by the Company specifying such removal and the date when it shall
become effective(such effective date being at least 20 days after
said filing). Any such resignation or removal shall take effect
upon:
(i) the appointment by the Company as hereinafter
provided of a successor Calculation Agent; and
(ii) the acceptance of such appointment by such
successor Calculation Agent;
provided, however, that if the Calculation Agent has given not
less than 60 days' prior notice of its desired resignation, and
during such 60 days there has not been acceptance by a successor
Calculation Agent of its appointment as successor Calculation
Agent, the Calculation Agent so resigning may petition any court
of competent jurisdiction for the appointment of a successor
Calculation Agent. The Company covenants that it shall appoint a
successor Calculation Agent as soon as practicable after receipt
of any notice of resignation hereunder. Upon its resignation or
removal becoming effective, the retiring Calculation Agent shall
be entitled to the payment of its compensation and the
reimbursement of all expenses (including reasonable counsel fees)
incurred by such retiring Calculation Agent pursuant to paragraph
6 hereof to the date such resignation or removal becomes
effective.
(c) If at any time the Calculation Agent shall resign
or be removed, or shall become incapable of acting or shall be
adjudged bankrupt or insolvent, or liquidated or dissolved, or an
order is made or an effective resolution is passed to wind up the
Calculation Agent, or if the Calculation Agent shall file a
voluntary petition in bankruptcy or make an assignment for the
benefit of its creditors, or shall consent to the appointment of
a receiver, administrator or other similar official of all or any
substantial part of its property, or shall admit in writing its
inability to pay or meet its debts as they mature, or if a
receiver, administrator or other similar official of the
Calculation Agent or of all or any substantial part of its
property shall be appointed, or if any order of any court shall
be entered approving any petition filed by or against the
Calculation Agent under the provisions of any applicable
bankruptcy or insolvency law, or if any public officer shall take
charge or control of the Calculation Agent or its property or
affairs for the purpose of rehabilitation, conservation or
liquidation, then a successor Calculation Agent shall be
appointed by the Company by an instrument in writing filed with
the successor Calculation Agent and the Trustee. Upon the
appointment as aforesaid of a successor Calculation Agent and
acceptance by the latter of such appointment the former
Calculation Agent shall cease to be Calculation Agent hereunder.
(d) Any successor Calculation Agent appointed
hereunder shall execute and deliver to its predecessor, the
Company and the Trustee an instrument accepting such appointment
hereunder, and thereupon such successor Calculation Agent,
without any further act, deed or conveyance, shall become vested
with all the authority, rights, powers, immunities, duties and
obligations of such predecessor with like effect as if originally
named as the Calculation Agent hereunder, and such predecessor,
upon payment of its compensation, charges and disbursements then
unpaid, shall thereupon become obliged to transfer and deliver,
and such successor Calculation Agent shall be entitled to
receive, copies of any relevant records maintained by such
predecessor Calculation Agent.
(e) Any corporation into which the Calculation Agent
may be merged or converted or any corporation with which the
Calculation Agent may be consolidated or any corporation
resulting from any merger, conversion or consolidation to which
the Calculation Agent shall be a party shall, to the extent
permitted by applicable law, be the successor Calculation Agent
under this Agreement without the execution or filing of any paper
or any further act on the part of any of the parties hereto.
Notice of any such merger, conversion or consolidation shall
forthwith be given to the Company and the Trustee.
(f) The provisions of paragraphs 5 and 6 hereof shall
survive any resignation or removal hereunder.
9. Any notice required to be given hereunder shall be delivered
in person against written receipt, sent by letter or telex or
telecopy or communicated by telephone (subject, in the case of
communication by telephone, to confirmation dispatched within two
business days by letter, telex or telecopy), in the case of the
Company, to it at the address set forth in the heading of this
Agreement, Attention: Corporate Secretary; in the case of the
Calculation Agent, to it at the address set forth in the heading
of this Agreement, Attention: Capital Markets Fiduciary Services;
in the case of the Trustee, to it at 450 West 33rd Street, New
York, New York 10001, Attention: Capital Markets Fiduciary
Services; or, in any case, to any other address of which the
party receiving notice shall have notified the party giving such
notice in writing.
10. This Agreement may be amended only by a writing duly
executed and delivered by each of the parties signing below.
11. The provisions of this Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.
12. This Agreement may be executed in counterparts and the
executed counterparts shall together constitute a single
instrument.
IN WITNESS WHEREOF, this Agreement has been executed
and delivered as of the day and year first above written.
EL PASO ENERGY CORPORATION
By: /s/ H. Brent Austin
Title: Executive Vice President
and Chief Financial Officer
THE CHASE MANHATTAN BANK
By: /s/ R. Lorenzin
Title: Assistant Vice President
