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EXHIBIT 4.2
SECOND SUPPLEMENTAL INDENTURE
This SECOND SUPPLEMENTAL INDENTURE, dated as of August 1, 1998 is
between EL PASO ENERGY CORPORATION, a Delaware corporation ("El Paso Energy"),
and THE CHASE MANHATTAN BANK, as trustee (the "Trustee"), and supplements and
amends to the extent specified below that certain Indenture, dated as of March
1, 1998 (the "Subordinated Debt Indenture"), between El Paso Natural Gas
Company, a Delaware corporation ("EPNG") and the Trustee, as supplemented by
that certain First Supplemental Indenture, dated as of March 17, 1998 (the
"First Supplement"), between EPNG and the Trustee. The Subordinated Debt
Indenture as supplemented and amended by the First Supplement is referred to
herein as the "Indenture."
W I T N E S S E T H :
WHEREAS, EPNG and the Trustee have entered into the Indenture; and
WHEREAS, EPNG recently caused El Paso Energy to be formed as a wholly
owned subsidiary of EPNG and then caused El Paso Energy to form El Paso Energy
Merger Company as a Delaware corporation and wholly owned subsidiary of El Paso
Energy ("Merger Sub"); and
WHEREAS, in accordance with that certain Reorganization Agreement, dated
as of July 16, 1998, among EPNG, El Paso Energy and Merger Sub, and pursuant to
that certain Agreement and Plan of Merger, dated as of July 16, 1998, among
EPNG, El Paso Energy and Merger Sub, effective as of 12:01 a.m., Eastern
Daylight Time, on August 1, 1998 EPNG merged (the "Merger") with Merger Sub,
with EPNG continuing as the surviving corporation of the Merger and each
outstanding share (or fraction thereof) of the common stock, par value $3.00 per
share, of EPNG (the "EPNG Common Stock") being converted into a share (or equal
fraction thereof) of common stock, par value $3.00 per share, of El Paso Energy
("El Paso Common Stock"); and
WHEREAS, as a result of the Merger, El Paso Energy has become the
holding company of EPNG and such holding company reorganization was effected in
accordance with Section 251(g) of the Delaware General Corporation Law; and
WHEREAS, such holding company reorganization constitutes a Stock
Fundamental Change as such term is defined in the First Supplement as a result
of which the Debentures shall be convertible into El Paso Common Stock at a
Conversion Price of $41.59 principal amount of Debentures per share of El Paso
Common Stock; and
WHEREAS, Section 8.2 of the Indenture requires El Paso Energy to
expressly assume the obligations of EPNG under the Indenture in a supplemental
indenture in form reasonably satisfactory to the Trustee; and
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WHEREAS, pursuant to and in compliance with Section 8.2 of the
Indenture, El Paso Energy shall succeed to and be substituted for EPNG under the
Indenture as the "Company," with the same effect as if it had been named
therein; and
WHEREAS, Section 9.1 of the Indenture provides that, without the consent
of any Holders, the Company and the Trustee may enter into one or more
indentures supplemental to the Indenture, in form satisfactory to the Trustee,
for the purpose of, among other things, evidencing the succession of another
Person to the Company and the assumption by such successor of the covenants of
EPNG under the Indenture; and
WHEREAS, the entry into this Second Supplemental Indenture by the
parties hereto is in all respects authorized by the provisions of the Indenture;
and
WHEREAS, all things necessary to make this Second Supplemental Indenture
a valid indenture and agreement according to its terms have been done;
NOW, THEREFORE, for and in consideration of the premises, El Paso Energy
and the Trustee mutually covenant and agree for the equal and proportionate
benefit of the respective Holders from time to time of the Securities as
follows:
ARTICLE 1
SECTION 1.01. Assumption of Obligations by El Paso Energy. Pursuant to
Section 8.2 of the Indenture, El Paso Energy does hereby: (i) expressly assume
the due and punctual payment of the principal of and any premium and interest on
all Securities and the performance and observance of every covenant and
condition of the Indenture on the part of EPNG to be performed or observed; (ii)
agree to succeed to and be substituted for EPNG under the Indenture with the
same effect as if it had been named originally therein as the Company; and (iii)
represent that immediately after giving effect to the Merger, no Default or
Event of Default exists.
ARTICLE 2
MISCELLANEOUS
SECTION 2.01. Further Assurances. El Paso Energy will, upon request by
the Trustee, execute and deliver such further instruments and do such further
acts as may reasonably be necessary or proper to carry out more effectively the
purposes of this Second Supplemental Indenture.
SECTION 2.02. Other Terms of Indenture. Except insofar as herein
otherwise expressly provided, all the provisions, terms and conditions of the
Indenture are in all respects ratified and confirmed and shall remain in full
force and effect.
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SECTION 2.03. Terms Defined. All terms defined elsewhere in the
Indenture shall have the same meanings when used herein.
SECTION 2.04. GOVERNING LAW. THE LAW OF THE STATE OF NEW YORK SHALL
GOVERN THIS SECOND SUPPLEMENTAL INDENTURE.
SECTION 2.05. Multiple Counterparts. This Second Supplemental Indenture
may be executed in any number of counterparts, each of which shall be deemed to
be an original for all purposes, but such counterparts shall together be deemed
to constitute but one and the same instrument.
SECTION 2.06. Responsibility of Trustee. The recitals contained herein
shall be taken as the statements of El Paso Energy, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Second Supplemental
Indenture.
SECTION 2.07. Agency Appointments. El Paso Energy hereby confirms and
agrees to all agency appointments made by EPNG under or with respect to the
Indenture or the Securities and hereby expressly assumes the due and punctual
performance and observance of all the covenants and conditions to have been
performed or observed by EPNG contained in any agency agreement entered into by
EPNG under or with respect to the Indenture or the Securities.
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IN WITNESS WHEREOF, this Second Supplemental Indenture has been duly
executed by El Paso Energy and the Trustee as of the day and year first written
above.
EL PASO ENERGY CORPORATION
By: /s/ H. XXXXX XXXXXX
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Name: H. Xxxxx Xxxxxx
Title: Executive Vice President and CFO
THE CHASE MANHATTAN
BANK, as Trustee
By: /s/ X. XXXXXXXX
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Name: X. Xxxxxxxx
Title: Senior Trust Officer
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