SOURCE: El Paso Corporation

July 09, 2008 16:39 ET

Tennessee Gas Pipeline Company and El Paso Tennessee Pipeline Co. Commence Consent Solicitations With Respect to Outstanding Debentures

HOUSTON, TX--(Marketwire - July 9, 2008) - Tennessee Gas Pipeline Company (TGP) and El Paso Tennessee Pipeline Co. (EPTP), each a wholly owned subsidiary of El Paso Corporation (NYSE: EP), announced today that they are soliciting consents from the holders of certain of their outstanding debentures. TGP's consent solicitation relates to its 6 percent Debentures due 2011 (the TGP Debentures). EPTP's consent solicitation relates to its 9 percent Debentures due 2012 and 7 1/4 percent Debentures due 2025 (the EPTP Debentures and, together with the TGP Debentures, the Debentures). The consents are being solicited with respect to proposed amendments to the indentures governing the Debentures.

The purpose of the consent solicitations is to amend the indentures to permit each of TGP and EPTP to convert to a non-corporate legal entity such as a general partnership, limited partnership or limited liability company. The proposed amendments would provide that the covenants in the indentures related to the preservation of TGP's and EPTP's corporate existence and consolidation, merger and sale of assets will not prohibit TGP or EPTP from conducting a statutory conversion to a non-corporate legal entity such as a general partnership, limited partnership or limited liability company so long as at least one corporation is a co-issuer party to the indenture and is jointly and severally liable as a primary obligor with respect to the obligations of TGP or EPTP under the indenture and the Debentures, and make certain other conforming amendments to the indentures.

The consent solicitations are being made to all persons in whose name Debentures are registered on July 9, 2008, and their duly designated proxies. Each consent solicitation will expire at 5 p.m., Eastern Time, on Friday, July 18, 2008, unless terminated or extended by TGP or EPTP, as applicable. For approval of the proposed amendments to TGP's indenture, holders of record must grant valid consents in respect of 66 2/3 percent in aggregate principal amount of the outstanding TGP Debentures. For approval of the proposed amendments to EPTP's indenture, holders of record must grant valid consents in respect of a majority in aggregate principal amount of the outstanding EPTP Debentures of both series, considered together as a single class. Under the terms of the indentures, consents are irrevocable for a period of six months after they are executed and cannot be revoked at any time after the requisite consent to approve the amendments has been achieved.

TGP or EPTP, as applicable, will, promptly after the expiration of the applicable consent solicitation and the satisfaction or waiver of all conditions to the consent solicitation (as set forth in the applicable consent solicitation statement described below), cause to be paid to each holder of TGP Debentures or EPTP Debentures who has delivered a valid consent at or prior to the expiration of the consent solicitation a cash consent fee of $2.50 for each $1,000 in principal amount of TGP Debentures or EPTP Debentures, as applicable, in respect of which such consent has been delivered.

The detailed terms and conditions of the consent solicitation are contained in the consent solicitation statements dated July 9, 2008. Merrill Lynch & Co. and JPMorgan will act as Solicitation Agents for the consent solicitations. Global Bondholder Services Corporation will act as the Information Agent and Tabulation Agent. Requests for documents may be directed to Global Bondholder Services Corporation, by telephone at (866) 952-2200 (toll free) or (212) 430-3774. Questions regarding the consent solicitations may be directed to Merrill Lynch & Co. at (888) 654-8637 (toll-free) or (212) 449-4914 or JPMorgan at (866) 834-4666 (toll-free) or (212) 834-4802.

TGP is a Delaware corporation incorporated in 1947, and an indirect wholly owned subsidiary of El Paso Corporation. Its primary business consists of the interstate transportation and storage of natural gas. TGP conducts its business activities through its natural gas pipeline system and storage facilities.

EPTP is a Delaware corporation and a wholly owned subsidiary of El Paso Corporation. EPTP serves as the holding company for the following businesses of El Paso: 1) TGP, 2) El Paso's Marketing business segment, which markets and manages the price risks associated with El Paso's natural gas and oil production as well as El Paso's remaining legacy trading portfolio, and 3) El Paso's Power business segment, which manages the risks associated with El Paso's remaining international power assets, primarily in Brazil, Asia and Central America.

El Paso Corporation provides natural gas and related energy products in a safe, efficient, dependable manner. El Paso Corporation owns North America's largest interstate natural gas pipeline system and one of North America's largest independent natural gas producers. For more information, visit http://www.elpaso.com.

Cautionary Statement Regarding Forward-Looking Statements

This release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All forward-looking statements are based on assumptions that TGP and EPTP believe to be reasonable. However, actual results almost always vary from assumed facts and the differences can be material, depending upon the circumstances. As a result, you should not place undue reliance on such forward-looking statements. The words "believe," "expect," "estimate," "anticipate" and similar expressions will generally identify forward-looking statements. All of TGP's and EPTP's forward-looking statements, whether written or oral, are expressly qualified by these cautionary statements and any other cautionary statements that may accompany such forward-looking statements. In addition, TGP and EPTP disclaim any obligation to update any forward-looking statements to reflect events or circumstances after the date of this release.

With this in mind, you should consider the risks discussed under the caption "Risk Factors" in TGP's and El Paso Corporation's Annual and Quarterly Reports on Forms 10-K and 10-Q and in the other documents TGP and El Paso Corporation file with the SEC from time to time, which could cause actual results to differ materially from those expressed in any forward-looking statement made by TGP or EPTP or on TGP's or EPTP's behalf.

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