Exhibit 4.20
______________________________________________________________________
NGC CORPORATION,
AND
THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE
_______________
SEVENTH SUPPLEMENTAL INDENTURE
Dated as of February 20, 1998
________________
Supplementing and Amending the Indenture
dated as of
December 11, 1995
______________________________________________________________________
THIS SEVENTH SUPPLEMENTAL INDENTURE (the "Seventh Supplemental Indenture"),
dated as of February 20, 1998, is among NGC Corporation, a corporation duly
organized and existing under the laws of the State of Delaware (herein called
the "Company"), having its principal office at 0000 Xxxxxxxxx Xxxxxx, Xxxxx
0000, Xxxxxxx, Xxxxx 00000, and The First National Bank of Chicago, a national
banking association, as Trustee (herein called the "Trustee"). Any capitalized
term used in this Seventh Supplemental Indenture and not defined herein shall
have the meaning specified in the Indenture (as defined below).
RECITALS OF THE COMPANY
The Company and each of the initial Subsidiary Guarantors heretofore have
made, executed and delivered to the Trustee an Indenture dated as of December
11, 1995 (the "Original Indenture") to provide for the issuance from time to
time of unsecured debentures, notes or other evidences of indebtedness of the
Company (herein called the "Securities"), to be issued in one or more series as
provided in the Original Indenture.
The Company's obligations under the Original Indenture and the Securities
have been guaranteed by the Subsidiary Guarantors.
The Company has duly authorized and issued a series of $150,000,000
aggregate principal amount of its 6 3/4% Senior Notes due December 15, 2005 as
Securities pursuant to the Original Indenture.
The Original Indenture, as supplemented and amended by the First
Supplemental Indenture dated as of August 31, 1996 (the "First Supplemental
Indenture"), the Second Supplemental Indenture dated as of October 11, 1996 (the
"Second Supplemental Indenture"), the Third Supplemental Indenture dated as of
April 23, 1997 (the "Third Supplemental Indenture"), the Fourth Supplemental
Indenture dated as of June 30, 1997 (the "Fourth Supplemental Indenture"), the
Fifth Supplemental Indenture dated as of September 30, 1997 (the "Fifth
Supplemental Indenture"), the Sixth Supplemental Indenture dated as of January
5, 1998 (the "Sixth Supplemental Indenture") and this Seventh Supplemental
Indenture, being sometimes referred to herein as the "Indenture".
Section 901(13) of the Indenture provides that under certain conditions the
Company and the Trustee may, without the consent of any Holders of Securities,
from time to time and at any time, enter into an indenture or indentures
supplemental thereto, for the purpose of permanently removing any definitions,
references, provisions or sections relating to Subsidiary Guarantors or
Subsidiary Guarantees at any time that all Additional Subsidiary Guarantors have
been released pursuant to Section 1506 of the Indenture.
The Company has determined that each of the Additional Subsidiary
Guarantors has satisfied the conditions to release set forth in Section 1506 of
the Indenture.
Therefor, the Company has deemed it necessary and desirable to supplement
and amend the Indenture in accordance with Section 901(13) of the Indenture to
(i) permanently release all of the Subsidiary Guarantors and (ii) permanently
delete all definitions, references, provisions and sections of the Indenture
relating to Subsidiary Guarantors and Subsidiary Guarantees.
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In addition, Section 901(9) of the Indenture provides that under certain
conditions the Company and the Trustee may, without the consent of any Holders
of Securities, from time to time and at any time, enter into an indenture or
indentures supplemental thereto, for the purpose, inter alia, of making certain
provisions with respect to matters arising under the Indenture; provided that
such action shall not adversely affect the interests of the Holders in any
material respect.
The Company has deemed it necessary and desirable to supplement and amend
the Indenture in accordance with Section 901(9) to amend the definition of
"Indenture" set forth in the Indenture to include restatements of the Indenture
that cumulate the terms of supplemental indentures entered into pursuant to the
Indenture.
The Company has delivered to the Trustee (i) an Opinion of Counsel stating
that the execution by the Company of this Seventh Supplemental Indenture is
authorized and permitted by the Indenture and that this Seventh Supplemental
Indenture has been duly authorized and executed by the Company and (ii) an
Officers' Certificate to the effect that each Additional Subsidiary Guarantor
has satisfied the conditions to release set forth in Section 1506 of the
Indenture.
All things necessary to make this Seventh Supplemental Indenture and the
Indenture a valid agreement of the Company, in accordance with its terms, have
been done.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually agreed, for the equal and proportionate
benefit of all Holders of the Securities or of a series thereof, as follows:
ARTICLE ONE
MODIFICATION OF THE INDENTURE
SECTION 1.1. AMENDMENTS TO SECTION 101 OF THE INDENTURE.
(a) The following definitions are hereby deleted in their entirety from
Section 101 of the Indenture:
"Additional Subsidiary Guarantors"
"Adjusted Net Assets"
"Clearinghouse"
"Destec"
"ECI"
"HUB Services, Inc."
"Kansas Gas"
"NGC Anadarko Gathering Systems, Inc."
"NGC Canada"
"NGC Futures"
"NGC GB"
"NGC Oil Trading"
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"NGC Storage, Inc."
"Subsidiary Guarantee"
"Subsidiary Guarantor"
"Xxxxxx Energy Resources"
"Xxxxxx Liquids"
"Xxxxxx Marketing"
"Xxxxxx NGL"
"Xxxxxx Petroleum"
"Xxxxxx Pipeline"
"WIGS"
"WPC"
"WTLPS"
(b) The definition of "Indenture" is hereby amended to read in its entirety
as follows:
"Indenture" means this instrument as originally executed or as it
may from time to time be (i) supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof or (ii) restated to cumulate the terms of such
supplemental indentures, and shall include the terms of a particular
series of Securities established as contemplated by Section 301 and
the provisions of the Trust Indenture Act that are deemed to be a part
of and govern this instrument.
(c) The definition of "Officers' Certificate" is hereby amended by deleting
the phrase "or a Subsidiary Guarantor, as the case may be,".
(d) The definition of "Outstanding" is hereby amended by deleting the
phrase ", any Subsidiary Guarantor" in each place where it appears.
SECTION 1.2. AMENDMENTS TO SECTION 102 OF THE INDENTURE. The first
paragraph of Section 102 of the Indenture is hereby amended in its entirety to
read as follows:
"Upon any application or request by the Company to the Trustee to
take any action under any provision of this Indenture, the Company
shall furnish to the Trustee such certificates and opinions as may be
required under the Trust Indenture Act. Each such certificate or
opinion shall be given in the form of an Officers' Certificate, if to
be given by an officer of the Company, or an Opinion of Counsel, if to
be given by counsel, and shall comply with the requirements of the
Trust Indenture Act and any other requirements set forth in this
Indenture."
SECTION 1.3. AMENDMENTS TO SECTION 110 OF THE INDENTURE. Section 110
of the Indenture is hereby amended in its entirety to read as follows:
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"All covenants and agreements in this Indenture by the Company
shall bind its successors and assigns, whether so expressed or not."
SECTION 1.4. AMENDMENTS TO SECTION 113 OF THE INDENTURE. Section 113
of the Indenture is hereby amended by deleting the phrase ", the Subsidiary
Guarantees".
SECTION 1.5. AMENDMENTS TO SECTION 201 OF THE INDENTURE. The first
paragraph of Section 201 of the Indenture is hereby amended by deleting the
phrase "(including the notations thereon relating to the Subsidiary Guarantees
contemplated by Section 205)". The third paragraph of Section 201 of the
Indenture is hereby amended in its entirety to read as follows:
"The definitive Securities and coupons, if any, shall be printed,
lithographed or engraved on steel engraved borders or may be produced
in any other manner, all as determined by the officers executing such
Securities as evidenced by their execution of such Securities or
coupons."
SECTION 1.6. AMENDMENTS TO SECTION 205 OF THE INDENTURE. Section 205
of the Indenture is hereby deleted in its entirety.
SECTION 1.7. AMENDMENTS TO SECTION 303 OF THE INDENTURE. The third
paragraph of Section 303 of the Indenture is hereby amended by deleting the
phrase "and having the notation of Subsidiary Guarantees thereon executed by the
Subsidiary Guarantors,". Clause (a) of Section 303 of the Indenture is hereby
amended by deleting the phrase ", including its requirements for notations
thereon relating to the Subsidiary Guarantees". Clause (c) of Section 303 of
the Indenture is hereby amended by deleting the phrase "and the Subsidiary
Guarantors".
SECTION 1.8. AMENDMENTS TO SECTION 304 OF THE INDENTURE. The first
paragraph and the second paragraph of Section 304 of the Indenture are hereby
amended by deleting the phrase "and having the notations of Subsidiary
Guarantees thereon" and by deleting the phrase "and notations of Subsidiary
Guarantees" in each place where such phrases appear. The fourth paragraph of
Section 304 of the Indenture is hereby amended by deleting the phrase
"(including the notations thereon relating to the Subsidiary Guarantees
contemplated by section 205)".
SECTION 1.9. AMENDMENTS TO SECTION 305 OF THE INDENTURE. The second
paragraph of Section 305 of the Indenture is hereby amended by deleting the
phrase ", each such Security having a notation of Subsidiary Guarantees
thereon". The third, fifth and sixth paragraphs of Section 305 of the Indenture
are hereby amended by deleting the phrase "(including the notations thereon
relating to the Subsidiary Guaranties contemplated by Section 205)" and the
phrase "(including the notations thereon relating to the Subsidiary Guarantees
contemplated by Section 205)". The seventh paragraph of Section 305 of the
Indenture is hereby amended (i) by deleting the phrase "and the Subsidiary
Guarantees noted thereon" and (ii) by deleting the phrase "and the Subsidiary
Guarantors, respectively,".
SECTION 1.10. AMENDMENTS TO SECTION 306 OF THE INDENTURE. The first
paragraph of Section 306 of the Indenture is hereby amended by deleting the
phrase "(including the notations
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thereon relating to the Subsidiary Guarantees contemplated by Section 205)". The
fifth paragraph of Section 306 of the Indenture is hereby amended by deleting
the phrase "and the respective Subsidiary Guarantors".
SECTION 1.11. AMENDMENTS TO SECTION 308 OF THE INDENTURE. The first
paragraph of Section 308 of the Indenture is hereby amended by deleting the
phrase ", the Subsidiary Guarantors" in each place where such phrase appears.
SECTION 1.12. AMENDMENTS TO SECTION 501 OF THE INDENTURE. Clause (4) of
Section 501 of the Indenture is hereby amended in its entirety to read as
follows:
"(4) INTENTIONALLY OMITTED;"
Clauses (5), (6) and (7) of Section 501 of the Indenture are hereby amended by
deleting the phrase "or any Subsidiary Guarantor" in each place where such
phrase appears.
SECTION 1.13. AMENDMENTS TO SECTION 502 OF THE INDENTURE. Clause (1) of
Section 502 of the Indenture is hereby amended by deleting the phrase "or any
Subsidiary Guarantor".
SECTION 1.14. AMENDMENTS TO SECTION 503 OF THE INDENTURE. Section 503
of the Indenture is hereby amended by deleting the phrase ", any Subsidiary
Guarantor" in each place where such phrase appears.
SECTION 1.15. AMENDMENTS TO SECTION 504 OF THE INDENTURE. The first
paragraph of Section 504 of the Indenture is hereby amended by deleting the
phrase "or the Subsidiary Guarantors" and by deleting the phrase "or any of the
Subsidiary Guarantors". The second paragraph of Section 504 of the Indenture is
hereby amended by deleting the phrase "or the Subsidiary Guarantees".
SECTION 1.16. AMENDMENTS TO SECTION 505 OF THE INDENTURE. Section 505
of the Indenture is hereby amended by deleting the phrase "or Subsidiary
Guarantees".
SECTION 1.17. AMENDMENTS TO SECTION 509 OF THE INDENTURE. Section 509
of the Indenture is hereby amended by deleting the phrase "the Subsidiary
Guarantors,".
SECTION 1.18. AMENDMENTS TO SECTION 514 OF THE INDENTURE. Section 514
of the Indenture is hereby amended by deleting the phrase "or the Subsidiary
Guarantors".
SECTION 1.19. AMENDMENTS TO SECTION 515 OF THE INDENTURE. Section 515
of the Indenture is hereby amended in its entirety to read as follows:
"The Company covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner
whatsoever claim to take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in force,
which may affect the covenants or the performance of this Indenture;
and the Company (to the extent that it may lawfully do so)
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hereby expressly waives all benefit or advantage of any such law and
covenants that it will not hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been
enacted."
SECTION 1.20. AMENDMENTS TO SECTION 604 OF THE INDENTURE. Section 604
of the Indenture is hereby amended (i) by deleting the phrase "and the notations
of Subsidiary Guarantees thereon", (ii) by deleting the phrase "or the
Subsidiary Guarantors, as the case may be" and (iii) by deleting the phrase
"(including the notation of Subsidiary Guarantees thereon)".
SECTION 1.20. AMENDMENTS TO SECTION 605 OF THE INDENTURE. Section 605
of the Indenture is hereby amended by deleting the phrase "or any Subsidiary
Guarantor" and by deleting the phrase "and the Subsidiary Guarantors".
SECTION 1.21. AMENDMENTS TO SECTION 606 OF THE INDENTURE. Section 606
of the Indenture is hereby amended by deleting the phrase "or any Subsidiary
Guarantor".
SECTION 1.22. AMENDMENTS TO SECTION 613 OF THE INDENTURE. Section 613
of the Indenture is hereby amended by deleting the phrase "or any Subsidiary
Guarantor" in each place where such phrase appears.
SECTION 1.23. AMENDMENTS TO SECTION 702 OF THE INDENTURE. Clause (c) of
Section 702 of the Indenture is hereby amended by deleting the phrase ", the
Subsidiary Guarantors" and by deleting the phrase "nor the Subsidiary
Guarantors".
SECTION 1.24. AMENDMENTS TO SECTION 704 OF THE INDENTURE. Section 704
of the Indenture is hereby amended by deleting the phrase "(and the Subsidiary
Guarantors, if applicable)".
SECTION 1.25. AMENDMENTS TO SECTION 803 OF THE INDENTURE. Section 803
of the Indenture is hereby deleted in its entirety.
SECTION 1.26. AMENDMENTS TO SECTION 804 OF THE INDENTURE. Section 804
of the Indenture is hereby deleted in its entirety.
SECTION 1.27. AMENDMENTS TO SECTION 805 OF THE INDENTURE. Section 805
of the Indenture is hereby deleted in its entirety.
SECTION 1.28. AMENDMENTS TO SECTION 901 OF THE INDENTURE. The first
paragraph of Section 901 of the Indenture is hereby amended by deleting the
phrase "the Subsidiary Guarantors, when authorized by a Board Resolution,".
Clause (1) of Section 901 of the Indenture is hereby amended in its entirety to
read as follows:
"(1) to evidence the succession of another Person to the Company
and the assumption by any such successor of the covenants of the
Company herein and in the Securities pursuant to Article Eight; or".
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The phrase "; or" at the end of clause (9) of Section 901 of the Indenture is
hereby deleted and replaced with a period. Clauses (10), (11), (12) and (13) of
Section 901 of the Indenture are hereby deleted in their entirety.
SECTION 1.29. AMENDMENTS TO SECTION 902 OF THE INDENTURE. The first
paragraph of Section 902 of the Indenture is hereby amended by deleting the
phrase "the Subsidiary Guarantors, when authorized by Board Resolutions,".
SECTION 1.30. AMENDMENTS TO SECTION 906 OF THE INDENTURE. Section 906
of the Indenture is hereby amended by deleting the phrase "with the notations of
Subsidiary Guarantees thereon executed by the Subsidiary Guarantors,".
SECTION 1.31. AMENDMENTS TO SECTION 1002 OF THE INDENTURE. The first
paragraph of Section 1002 of the Indenture is hereby amended by deleting the
phrase "and each of the Subsidiary Guarantors". The second paragraph of Section
1002 of the Indenture is hereby amended (i) by deleting the phrase ", the
related Subsidiary Guarantees"in each place where such phrase appears, (ii) by
deleting the phrase "and the Subsidiary Guarantors", and (iii) by deleting the
phrase ", the Subsidiary Guarantees thereof".
SECTION 1.32. AMENDMENTS TO SECTION 1007 OF THE INDENTURE. Clause (b)
of Section 1007 of the Indenture is hereby amended by deleting the phrase "and
the Subsidiary Guarantors" and by deleting the phrase "or any Subsidiary
Guarantor".
SECTION 1.33. AMENDMENTS TO SECTION 1302 OF THE INDENTURE. Section 1302
of the Indenture is hereby amended by deleting the phrase "and the Subsidiary
Guarantors" and by deleting the phrase "and the Subsidiary Guarantors'
respective". In addition, the first sentence of Section 1302 is hereby amended
by deleting the phrase "their respective" and replacing such phrase with "its".
SECTION 1.34. AMENDMENTS TO SECTION 1303 OF THE INDENTURE. Section 1303
of the Indenture is hereby amended by deleting clause (ii) in its entirety and
by deleting the number "(iii)" and replacing it with the number "(ii)".
SECTION 1.35. AMENDMENTS TO SECTION 1306 OF THE INDENTURE. Section 1306
of the Indenture is hereby amended (i) by deleting the phrase "and the
Subsidiary Guarantors' respective", (ii) by deleting the phrase "(and the
related Subsidiary Guarantees)", (iii) by deleting the phrase "or any Subsidiary
Guarantor", and (iv) by deleting the phrase "or the Subsidiary Guarantor, as the
case may be".
SECTION 1.36. AMENDMENTS TO ARTICLE FIFTEEN OF THE INDENTURE. Article
Fifteen of the Indenture is hereby deleted in its entirety.
SECTION 1.37. AMENDMENTS TO SIGNATURE BLOCKS OF THE INDENTURE. The
signature blocks for each of the Subsidiary Guarantors are hereby deleted in
their entirety.
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SECTION 1.38. AMENDMENTS TO EXHIBIT B OF THE INDENTURE. The first
paragraph of Exhibit B to the Indenture is hereby amended by deleting the phrase
"the Subsidiary Guarantors named therein" and by inserting the following on the
sixth line after the word "hereof":
"as supplemented, amended or restated".
SECTION 1.39. AMENDMENTS TO RECITALS OF THE INDENTURE. The second
paragraph of the Recitals to the Original Indenture is hereby deleted in its
entirety. The fourth paragraph of the Recitals to the Original Indenture is
hereby amended by deleting the phrase "and each of the Initial Subsidiary
Guarantors,". The last paragraph of the Recitals to the Original Indenture is
hereby amended by deleting the phrase "(together with the related Subsidiary
Guarantees)" in each place where such phrase appears.
ARTICLE TWO
ADDITIONAL REPRESENTATIONS
AND COVENANTS OF THE COMPANY
SECTION 2.1 AUTHORITY OF THE COMPANY. The Company represents and
warrants that it is duly authorized by a resolution of the Board of Directors to
execute and deliver this Seventh Supplemental Indenture, and all corporate
action on its part required for the execution and delivery of this Seventh
Supplemental Indenture has been duly and effectively taken.
SECTION 2.2 RECITALS AND STATEMENTS. The Company warrants that the
recitals of fact and statements contained in this Seventh Supplemental Indenture
are true and correct, and that the recitals of fact and statements contained in
all certificates and other documents furnished hereunder will be true and
correct.
ARTICLE THREE
CONCERNING THE TRUSTEE
SECTION 3.1 ACCEPTANCE OF TRUSTS. The Trustee accepts the trust
hereunder and agrees to perform the same, but only upon the terms and conditions
set forth in the Indenture, to all of which the Company and the respective
Holders of Securities at any time hereafter outstanding agree by their
acceptance thereof.
SECTION 3.2 RESPONSIBILITY OF TRUSTEE FOR RECITALS, ETC. The recitals
and statements contained in this Seventh Supplemental Indenture shall be taken
as the recitals and statements of the Company, 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 Seventh Supplemental
Indenture, except that the Trustee is duly authorized to execute and deliver
this Seventh Supplemental Indenture.
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ARTICLE FOUR
MISCELLANEOUS PROVISIONS
SECTION 4.1 RELATION TO THE INDENTURE. The provisions of this Seventh
Supplemental Indenture shall become effective immediately upon the execution and
delivery hereof. This Seventh Supplemental Indenture and all the terms and
provisions herein contained shall form a part of the Indenture as fully and with
the same effect as if all such terms and provisions had been set forth in the
Original Indenture. The Original Indenture is hereby ratified and confirmed and
shall remain and continue in full force and effect in accordance with the terms
and provision thereof, as supplemented and amended by the First Supplemental
Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture,
the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth
Supplemental Indenture and this Seventh Supplemental Indenture. The Original
Indenture as so supplemented shall be read, taken and construed together as one
instrument.
SECTION 4.2 COUNTERPARTS OF SEVENTH SUPPLEMENTAL INDENTURE. This
Seventh Supplemental Indenture may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
SECTION 4.3 GOVERNING LAW. This Seventh Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to principles of conflicts of laws.
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IN WITNESS WHEREOF, the parties hereto have caused this Seventh
Supplemental Indenture to be duly executed, all as of the day and year first
above written.
COMPANY
NGC CORPORATION
By:
-----------------------------
Xxxxxx X. Xxxx, Xx.
Vice President and Treasurer
S-1
TRUSTEE
THE FIRST NATIONAL BANK OF CHICAGO
By:
--------------------------------
Name
Title:
S-2
The provisions of this Seventh Supplemental Indenture
have been agreed to and acknowledged this
20th day of February, 1998 by:
NATURAL GAS CLEARINGHOUSE
By: Clearinghouse Holdings, Inc., its general partner
XXXXXX NGL, INC.
XXXXXX ENERGY RESOURCES, LIMITED PARTNERSHIP
By: Xxxxxx Energy, Inc., its general partner
XXXXXX GAS LIQUIDS, INC.
NGC OIL TRADING AND TRANSPORTATION, INC.
XXXXXX PETROLEUM COMPANY, LIMITED PARTNERSHIP
By: Xxxxxx Petroleum G.P., Inc., its general partner
DESTEC ENERGY, INC.
By: _____________________________
Xxxxxx X. Xxxx, Xx.
Vice President and Treasurer
S-3