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: ~~January~~ May 27, ~~2009~~2011

TENNESSEE GAS PIPELINE COMPANY

(Exact name of Registrant as specified in its charter)


Delaware	1-4101	74-1056569
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

El Paso Building

1001 Louisiana Street

Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (713) 420-2600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

~~The~~ On ~~information included~~May in27, ~~Item~~2011, 2we, El Paso Corporation, our parent company (“El Paso”), and El Paso Natural Gas Company ("EPNG") entered into a $1.0325 ofbillion ~~this~~Fourth ~~Current~~Amended ~~Report~~and onRestated ~~Form~~Credit ~~8-K~~Agreement (“Credit Agreement”) and a Fourth Amended and Restated Security Agreement (“Security Agreement”), each of which is attached as an exhibit hereto and incorporated herein by reference. ~~into~~The ~~this~~several ~~Item~~banks and other financial institutions that are parties to these agreements are identified in the exhibits hereto. These agreements amended and restated our existing $1.015 ofbillion ~~this~~credit ~~Current~~facility ~~Report~~and onrelated ~~Form~~security ~~8-K~~agreement.

~~Item 2.03. Creation of~~ The Credit Agreement provides for a ~~Direct~~$1.25 ~~Financial~~billion ~~Obligation~~revolving orcredit anfacility, ~~Obligation~~the ~~Under~~entire anamount ~~Off-Balance~~of ~~Sheet Arrangement~~which may be used for loans and $750 million of awhich ~~Registrant~~may be used for letters of credit.

On Pursuant ~~January~~to ~~27, 2009, Tennessee Gas Pipeline Company ("~~the ~~Company"),~~terms ~~pursuant to a Purchase Agreement dated as~~ of ~~January 22, 2009 (~~the ~~"Purchase~~Security Agreement~~") among the Company and the initial purchasers named therein~~, ~~sold~~all ~~$250,000,000~~obligations ~~aggregate principal~~under ~~amount of its 8.000% Notes due 2016 to~~ the ~~initial purchasers. The~~Credit ~~Company~~Agreement ~~issued~~are ~~the~~secured ~~notes~~by ~~pursuant~~certain tointer-company anreceivables ~~indenture dated~~and asby pledges of ~~March~~El 4,Paso’s ~~1997~~interests ~~between the Company and Wilmington Trust Company (as successor~~ in ~~interest to JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank))~~us, ~~as indenture trustee~~EPNG, asand ~~supplemented~~El ~~through~~Paso ~~the~~Pipeline ~~Sixth Supplemental~~GP ~~Indenture dated as of January 27~~Company, ~~2009~~L. ~~The initial purchasers will resell the notes in private transactions in conformance with Rule 144A or Regulation S under the Securities Act of 1933, as amended (the "Securities Act")~~L.C. ~~The~~El ~~notes~~Paso ~~have not been registered under the Securities Act~~ and ~~may~~certain ~~not~~of beits ~~offered~~subsidiaries oralso ~~sold~~guarantee inall ~~the United States absent registration or an applicable exemption from the registration requirements~~ of ~~the~~ ~~Securities Act. The net proceeds from~~ the ~~offering~~borrowings ~~are approximately~~under ~~$234.6 million after deducting discounts and estimated offering expenses. The Company expects to use net proceeds from~~ the ~~offering for~~Credit ~~the Company's capital expenditures and general corporate purposes~~Agreement.

The ~~notes~~revolving ~~bear interest~~credit atfacility ~~8.000%~~matures ~~per annum on the principal amount from January 27, 2009, payable semi-annually~~ in ~~arrears~~May ~~in cash on February 1 and August 1 of each year, beginning August 1, 2009~~2016. At ~~The notes will mature on February 1~~closing, ~~2016.~~approximately ~~The~~$125 ~~notes~~million ~~are senior unsecured obligations~~ of ~~the~~revolving ~~Company~~loans and ~~rank,~~$255 inmillion ~~right~~ of ~~payment,~~letters ~~the same as all~~ of ~~the~~credit ~~Company's~~were ~~existing~~outstanding ~~and~~under ~~future unsecured senior indebtedness. The notes are not guaranteed by any of~~ the ~~Company's~~revolving ~~subsidiaries~~credit ~~or parent companies~~facility.

~~Upon~~ Revolving ~~the~~loans ~~occurrence of~~are priced at LIBOR plus a ~~Change~~margin currently equal to 2.25 percent and outstanding letters of ~~Control~~credit, ~~Triggering~~which ~~Event~~are ~~(as~~considered ~~defined~~usage inof the ~~sixth~~revolving ~~supplemental indenture)~~credit facility, ~~the~~are ~~Company~~currently ispriced ~~required~~at to2.25 ~~make~~percent plus an ~~offer~~additional fronting fee of up to ~~repurchase~~0.20 ~~the~~percent. An ~~notes~~annual ~~at a~~commitment ~~price~~fee currently equal to ~~101%~~0.45 ofpercent ~~the~~is ~~principal~~paid ~~amount~~on ofany ~~the~~unused ~~notes~~revolving ~~plus~~credit ~~accrued and unpaid interest~~capacity.

~~The~~ This ~~Company,~~Credit atAgreement ~~its option,~~contains ~~may~~covenants ~~redeem~~limiting the ~~notes,~~ability ~~in whole~~of orus, inEl ~~part~~Paso, atand ~~any~~our ~~time~~affiliated ~~prior~~pipeline tocompany ~~their~~borrower ~~maturity~~to: on(1) ~~not~~grant ~~less~~certain ~~than 30 nor~~liens; ~~more~~(2) ~~than~~enter 60into ~~days'~~certain ~~prior~~merger ~~notice~~or ~~mailed~~consolidation totransactions; ~~the~~(3) ~~holders~~dispose of ~~any notes~~ tocertain ~~be redeemed.~~assets; ~~The~~(4) ~~notes~~enter ~~are redeemable~~into atcertain atransactions ~~redemption~~with ~~price,~~affiliates; ~~plus~~and ~~accrued~~(5) ~~interest~~enter oninto ~~the~~certain ~~date~~other ~~of redemption,~~restrictive ~~equal~~agreements. toFurthermore, the ~~greater~~current ofdebt ~~(1)~~limitations ~~100%~~on ofeach ~~the~~pipeline ~~principal~~company ~~amount~~borrowers, ofus ~~the notes~~and toEPNG, bewill ~~redeemed~~continue, ~~and~~which ~~(2)~~includes ana ~~amount~~restriction ~~equal~~on ~~to,~~each aspipeline ~~determined~~company byborrower's ~~an Independent~~incurrence ~~Investment~~of ~~Banker~~incremental ~~(as~~borrowings ~~defined~~if insuch ~~the~~debt ~~indenture),~~would ~~the~~cause ~~sum~~its ratio of ~~the present~~Debt ~~values~~to ofConsolidated ~~the~~EBITDA ~~remaining~~to ~~scheduled~~exceed ~~payments~~5.0 ofto ~~principal~~1.0. ~~and~~Under ~~interest on~~ the ~~notes~~terms toof bethe ~~redeemed~~Credit ~~(not~~Agreement, ~~including~~El ~~any~~Paso ~~portion~~may ofsell ~~such~~interests ~~payments~~in ofboth ~~interest accrued~~us asand ofEPNG ~~the~~to ~~redemption~~its ~~date)~~affiliate, ~~discounted~~El ~~back~~Paso toPipeline ~~the~~Partners, ~~redemption~~L.P. ~~date~~(“EPB”), onprovided ~~a semi-annual~~that ~~basis~~the ~~(assuming~~effective apercentage ~~360-day~~interest ~~year~~in ~~consisting~~us oftransferred ~~twelve~~to ~~30-day~~EPB ~~months), at~~plus the ~~Treasury~~effective ~~Rate~~percentage ~~(as~~interest ~~defined~~ in ~~the~~EPNG ~~sixth~~transferred ~~supplemental~~to ~~indenture)~~EPB ~~plus~~does ~~50 basis~~not ~~points~~exceed 100%.

~~The indenture~~ ~~contains~~ This ~~covenants~~Credit ~~that~~Agreement ~~restrict~~also ~~the~~requires ~~ability~~El ofPaso ~~the Company~~ to ~~create~~satisfy ~~liens~~certain ~~on its~~financial ~~assets,~~covenants engage in sale-leaseback transactions or merge or consolidate with another entity or sell, lease or transfer substantially all of the Company's properties or assets to another entity. These limitations are subject to a number of important qualifications and exceptions. Upon an Event of Default (as defined in the indenture), the trustee or the holders of at ~~least 25% in aggregate principal amount of~~ the ~~notes~~end ~~then outstanding, may, and the trustee at the request~~ of ~~such~~each ~~holders~~fiscal ~~is required to~~quarter, ~~declare the principal of and the accrued interest on the notes to be due and payable immediately.~~including:

~~On January 27, 2009, the Company entered into a Registration Rights Agreement with the initial purchasers, pursuant to which the Company agreed to~~ (i1) ~~file~~its ~~with~~ratio ~~the~~of ~~Securities and~~Debt Exchange Commission within 180 days following January 27, 2009, a registration statement on an appropriate form under the Securities Act relating to a registered exchange offer for the notes under the Securities Act and ~~(ii) use~~Guaranties ~~its~~minus ~~reasonable~~unrestricted ~~best~~cash ~~efforts~~ to ~~cause~~Consolidated ~~such registration statement to be declared effective under the Securities Act within 220 days following January 27~~EBITDA, ~~2009.~~all Ifas ~~the~~defined ~~Company~~in ~~fails to comply with certain obligations under~~ the ~~Registration~~ ~~Rights~~Credit Agreement, itshall ~~will~~not beexceed ~~required~~5.25 to ~~pay~~1.0 ~~additional~~at ~~interest~~any ~~to the~~time ~~holders~~until ofmaturity, ~~the notes.~~and

In (2) ~~connection~~its ~~with the~~ratio ~~closing~~ of ~~the~~Consolidated ~~offering,~~EBITDA ~~the~~to ~~Company~~interest isexpense ~~filing~~and ~~certain~~dividends ~~exhibits~~paid asshall ~~part~~not ~~of this~~be ~~Form~~less ~~8-K~~than 2.0 to 1.0 at any time until maturity.

~~Item 8.01. Other Events.~~ Pursuant to the terms of the Credit Agreement, the following shall constitute events of default under the Credit Agreement:

On· ~~January 22, 2009, we issued~~ a ~~press~~failure ~~release~~to ~~announcing~~pay ~~the~~principal ~~pricing~~or ofinterest ~~the offering. A~~on ~~copy~~any ofloan under the ~~press~~credit ~~release is included as Exhibit 99.A to this Current Report on Form 8-K.~~ agreement;

~~Item 9.01. Financial Statements~~· ~~and~~if ~~Exhibits.~~a representation or warranty is proven to be incorrect when made;

·	a change of control

·	the failure to observe or perform covenants or agreements within the time periods specified;

·	bankruptcy or insolvency events;

·	the entry of one or more judgments for the payment of money in an aggregate uninsured amount greater than $100,000,000 that remains undischarged for 60 days; or

·	failure to pay any Debt or Guaranty or Hedging Agreement (each as defined in the Credit Agreement) in an aggregate principal amount of $200,000,000 or more and such failure shall continue after the applicable grace period.

On and after the date that the Loans under the Credit Agreement are assigned an investment grade rating by Standard & Poor’s Financial Services LLC or Moody’s Investors Service, Inc., the collateral will be released and certain covenants will no longer apply.

If an event of default occurs, then the lenders may: (1) terminate their commitments under the Credit Agreement; (2) declare any outstanding loans under the Credit Agreement to be immediately due and payable; and (3) foreclose on the collateral.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See description above in Item 1.01.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number		Description
4.A		Sixth Supplemental Indenture dated as of January 27, 2009 between Tennessee Gas Pipeline Company and Wilmington Trust Company, as trustee, to indenture dated as of March 4, 1997.
10.1		Fourth Amended and Restated Credit Agreement, dated as of May 27, 2011, among El Paso Corporation, El Paso Natural Gas Company and Tennessee Gas Pipeline Company, as Borrowers, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent for the Lenders.
4.B		Form of 8.000% Note due 2016 (included as Exhibit A to Exhibit 4.A of this Current Report on Form 8-K).
10.2		Fourth Amended and Restated Security Agreement, dated as of May 27, 2011, among El Paso Corporation, the persons referred to therein as Pipeline Company Borrowers, the persons referred to therein as Subsidiary Grantors, and JPMorgan Chase Bank, N.A., as Collateral Agent and Depository Bank.
10.A		Registration Rights Agreement, dated as of January 27, 2009, among Tennessee Gas Pipeline Company and Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Greenwich Capital Markets, Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., SG Americas Securities, LLC, UBS Securities LLC, and Wells Fargo Securities, LLC.
99.A		Press Release dated January 22, 2009.

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.

TENNESSEE GAS PIPELINE COMPANY By: /s/ John R. Sult John R. Sult Senior Vice President, Chief Financial Officer and Controller (Principal Accounting and Financial Officer)

	TENNESSEE GAS PIPELINE COMPANY


	By:	/s/ Rosa P. Jackson
		Rosa P. Jackson
		Vice President and Controller
		(Principal Accounting Officer)

Dated: June 3, 2011.

Dated: January 29, 2009.

EXHIBIT INDEX

Exhibit Number		Description
4.A		Sixth Supplemental Indenture dated as of January 27, 2009 between Tennessee Gas Pipeline Company and Wilmington Trust Company, as trustee, to indenture dated as of March 4, 1997.
10.1		Fourth Amended and Restated Credit Agreement, dated as of May 27, 2011, among El Paso Corporation, El Paso Natural Gas Company and Tennessee Gas Pipeline Company, as Borrowers, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent for the Lenders.
4.B		Form of 8.000% Note due 2016 (included as Exhibit A to Exhibit 4.A of this Current Report on Form 8-K).
10.2		Fourth Amended and Restated Security Agreement, dated as of May 27, 2011, among El Paso Corporation, the persons referred to therein as Pipeline Company Borrowers, the persons referred to therein as Subsidiary Grantors, and JPMorgan Chase Bank, N.A., as Collateral Agent and Depository Bank.
10.A		Registration Rights Agreement, dated as of January 27, 2009, among Tennessee Gas Pipeline Company and Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Greenwich Capital Markets, Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., SG Americas Securities, LLC, UBS Securities LLC, and Wells Fargo Securities, LLC.
99.A		Press Release dated January 22, 2009.

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