UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
DATE OF REPORT: APRIL 17, 2003
(DATE OF EARLIEST EVENT REPORTED: APRIL 16, 2003)
EL PASO NATURAL GAS COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 1-2700 74-0608280
(State or other jurisdiction (Commission File Number) (I.R.S. Employer Identification No.)
of incorporation)
El Paso Building
1001 Louisiana Street
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
(713) 420-2600
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On April 16, 2003, we entered into a $3,000,000,000 Revolving Credit
Agreement (which replaced our previous $3,000,000,000 facility), a
$1,000,000,000 Amended and Restated 3-Year Revolving Credit Agreement (which
replaced our previous $1,000,000,000 facility) and a related Security and
Intercreditor Agreement, each of which is attached as an exhibit hereto and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 $3,000,000,000 Revolving Credit Agreement dated as of April
16, 2003 among El Paso Corporation, El Paso Natural Gas
Company, Tennessee Gas Pipeline Company and ANR Pipeline
Company, as Borrowers, the Lenders Party Thereto, and JPMorgan
Chase Bank, as Administrative Agent, ABN Amro Bank N.V. and
Citicorp North America, Inc., as Co-Document Agents, Bank of
America, N.A. and Credit Suisse First Boston, as
Co-Syndication Agents, J.P. Morgan Securities Inc. and
Citigroup Global Markets Inc., as Joint Bookrunners and
Co-Lead Arrangers (Exhibit 99.1 to El Paso Corporation's Form
8-K filed on April 18, 2003).
99.2 $1,000,000,000 Amended and Restated 3-Year Revolving Credit
Agreement dated as of April 16, 2003 among El Paso
Corporation, El Paso Natural Gas Company and Tennessee Gas
Pipeline Company, as Borrowers, The Lenders Party Thereto, and
JPMorgan Chase Bank, as Administrative Agent, ABN AMRO Bank
N.V. and Citicorp North America, Inc., as Co-Document Agents,
Bank of America, N.A., as Syndication Agent, J.P. Morgan
Securities Inc. and Citigroup Global Markets Inc., as Joint
Bookrunners and Co-Lead Arrangers (Exhibit 99.2 to El Paso
Corporation's Form 8-K filed on April 18, 2003).
99.3 Security and Intercreditor Agreement Dated as of April 16,
2003 Among El Paso Corporation, the Persons Referred to
Therein as Pipeline Company Borrowers, the Persons Referred to
Therein as Grantors, Each of the Representative Agents,
JPMorgan Chase Bank, as Credit Agreement Administrative Agent
and JPMorgan Chase Bank, as Collateral Agent, Intercreditor
Agent, and Depository Bank (Exhibit 99.3 to El Paso
Corporation's Form 8-K filed on April 18, 2003).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EL PASO NATURAL GAS COMPANY
By: /s/ John W. Somerhalder II
------------------------------------
John W. Somerhalder II
Chairman of the Board
Dated: April 17, 2003
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
99.1 $3,000,000,000 Revolving Credit Agreement dated as of April 16,
2003 among El Paso Corporation, El Paso Natural Gas Company,
Tennessee Gas Pipeline Company and ANR Pipeline Company, as
Borrowers, the Lenders Party Thereto, and JPMorgan Chase Bank, as
Administrative Agent, ABN Amro Bank N.V. and Citicorp North
America, Inc., as Co-Document Agents, Bank of America, N.A. and
Credit Suisse First Boston, as Co-Syndication Agents, J.P. Morgan
Securities Inc. and Citigroup Global Markets Inc., as Joint
Bookrunners and Co-Lead Arrangers (Exhibit 99.1 to El Paso
Corporation's Form 8-K filed on April 18, 2003).
99.2 $1,000,000,000 Amended and Restated 3-Year Revolving Credit
Agreement dated as of April 16, 2003 among El Paso Corporation,
El Paso Natural Gas Company and Tennessee Gas Pipeline Company, as
Borrowers, The Lenders Party Thereto, and JPMorgan Chase Bank, as
Administrative Agent, ABN AMRO Bank N.V. and Citicorp North
America, Inc., as Co-Document Agents, Bank of America, N.A., as
Syndication Agent, J.P. Morgan Securities Inc. and Citigroup Global
Markets Inc., as Joint Bookrunners and Co-Lead Arrangers (Exhibit
99.2 to El Paso Corporation's Form 8-K filed on April 18, 2003).
99.3 Security and Intercreditor Agreement Dated as of April 16, 2003
Among El Paso Corporation, the Persons Referred to Therein as
Pipeline Company Borrowers, the Persons Referred to Therein as
Grantors, Each of the Representative Agents, JPMorgan Chase Bank,
as Credit Agreement Administrative Agent and JPMorgan Chase Bank,
as Collateral Agent, Intercreditor Agent, and Depository Bank
(Exhibit 99.3 to El Paso Corporation's Form 8-K filed on April 18,
2003).