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EL PASO ENERGY PARTNERS, L.P.
EL PASO ENERGY PARTNERS FINANCE CORPORATION, AS THE ISSUERS,
AND
THE SUBSIDIARIES PARTY HERETO, AS SUBSIDIARY GUARANTORS
AND
JPMORGAN CHASE BANK, A NEW YORK STATE BANKING CORPORATION,
AS SUCCESSOR TRUSTEE TO
THE CHASE MANHATTAN BANK, A NEW YORK STATE BANKING CORPORATION, AS TRUSTEE
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SECOND SUPPLEMENTAL INDENTURE
DATED AS OF APRIL 18, 2002
TO
INDENTURE
DATED AS OF MAY 17, 2001
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8 1/2% SERIES A SENIOR SUBORDINATED NOTES DUE 2011
8 1/2% SERIES B SENIOR SUBORDINATED NOTES DUE 2011
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SECOND SUPPLEMENTAL INDENTURE
THIS SECOND SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"),
dated as of April 18, 2002 is by and among El Paso Energy Partners, L.P., a
Delaware limited partnership (the "Partnership"), El Paso Energy Partners
Finance Corporation, a Delaware corporation (formerly Leviathan Finance
Corporation), the guarantor parties hereto, and JPMorgan Chase Bank, a New York
state banking corporation, as successor trustee to The Chase Manhattan Bank, a
New York state banking corporation, as Trustee.
WITNESSETH:
WHEREAS, the Issuers, the Subsidiary Guarantors and the Trustee entered
into an Indenture, dated as of May 17, 2001 (as in effect on the date hereof,
the "Indenture"), relating to the 8 1/2% Series A Senior Subordinated Notes due
2011 and the 8 1/2% Series B Senior Subordinated Notes due 2011;
WHEREAS, Argo I, L.L.C., a Delaware limited liability company ("Argo
I") and Argo, L.L.C., a Delaware limited liability company ("Argo"), were
previously Unrestricted Subsidiaries under the Indenture;
WHEREAS, the Partnership desires to redesignate Argo I and Argo as
Restricted Subsidiaries and, accordingly, cause such subsidiaries to become
Subsidiary Guarantors under the Indenture pursuant to the terms of this
Supplemental Indenture;
WHEREAS, Hattiesburg Gas Storage Company, a Delaware general
partnership ("Hattiesburg Storage" and, collectively with Argo and Argo I, the
"New Guarantors") is a Restricted Subsidiary of the Partnership and shall become
a Subsidiary Guarantor under the Indenture pursuant to the terms of this
Supplemental Indenture;
WHEREAS, this Supplemental Indenture is executed and delivered pursuant
to Sections 4.14 and 11.01 of the Indenture;
WHEREAS, the Issuers, the Subsidiary Guarantors (which term includes
the New Guarantors) and the Trustee desire to enter into this Supplemental
Indenture to provide for the New Guarantors' guarantee of payment on the same
terms and conditions as the Guarantees by the other Subsidiary Guarantors; and
WHEREAS, all conditions precedent provided for in the Indenture
relating to this Supplemental Indenture have been complied with.
NOW, THEREFORE, in consideration of the premises herein contained, and
for other good and valuable considerations, the receipt and sufficiency of which
are hereby acknowledged, the Issuers, the Subsidiary Guarantors and the Trustee
mutually covenant and agree for the equal and proportionate benefit of all
Holders of the Notes as follows:
SECTION 1. INCORPORATION OF INDENTURE; DEFINITIONS
1.1 INCORPORATION OF INDENTURE. This Supplemental Indenture constitutes
a supplement
to the Indenture, and the Indenture and this Supplemental Indenture shall be
read together and shall have effect so far as practicable as though all of the
provisions thereof and hereof are contained in one instrument.
1.2 DEFINITIONS. All capitalized terms used herein and not otherwise
defined herein shall have the respective meanings assigned to such terms in the
Indenture.
SECTION 2. SUPPLEMENTAL PROVISIONS
2.1 UNCONDITIONAL GUARANTEE. Subject to the provisions of Article 11 of
the Indenture, the New Guarantors shall be Subsidiary Guarantors under the terms
of the Indenture and hereby unconditionally guarantee to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of the Indenture,
the Notes or the Obligations of the Issuers under the Indenture or the Notes,
that:
(a) the principal of, premium, interest and Liquidated Damages, if
any, on the Notes shall be promptly paid in full when due,
whether at the maturity or interest payment or mandatory
redemption date, by acceleration, redemption or otherwise, and
interest on the overdue principal of, premium, interest and
Liquidated Damages, if any, on the Notes, if any, if lawful,
and all other Obligations of the Issuers to the Holders or the
Trustee under the Indenture and the Notes shall be promptly
paid in full or performed, all in accordance with the terms of
the Indenture and the Notes; and
(b) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that same shall be
promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at Stated
Maturity, by acceleration or otherwise. Failing payment when
due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Subsidiary Guarantors
shall be jointly and severally obligated to pay the same
immediately.
The New Guarantors hereby agree that their obligations hereunder and
under the Indenture shall be unconditional, irrespective of the validity,
regularity or enforceability of the Notes or the Indenture, the absence of any
action to enforce the same, any waiver or consent by any Holder of the Notes
with respect to any provisions of the Indenture and the Notes, the recovery of
any judgment against the Issuers, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a Subsidiary Guarantor. The New Guarantors hereby waive diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Issuers, any right to require a proceeding first
against the Issuers, protest, notice and all demands whatsoever and covenant
that the Guarantees shall not be discharged except by complete performance of
the obligations contained in the Notes and the Indenture.
If any Holder or the Trustee is required by any court or otherwise to
return to the Issuers or Subsidiary Guarantors, or any custodian, trustee,
liquidator or other similar official acting in relation to either the Issuers or
Subsidiary Guarantors, any amount paid by either to the Trustee
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or such Holder, these Guarantees, to the extent theretofore discharged, shall be
reinstated in full force and effect. The New Guarantors agree that they shall
not be entitled to any right of subrogation in relation to the Holders in
respect of any obligations guaranteed under the Indenture until payment in full
of all obligations guaranteed under the Indenture.
The New Guarantors further agree that, as between the Subsidiary
Guarantors, on the one hand, and the Holders and the Trustee, on the other hand,
(x) the maturity of the Obligations guaranteed under the Indenture may be
accelerated as provided in Article 6 of the Indenture for the purposes of these
Guarantees, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed under the Indenture,
and (y) in the event of any declaration of acceleration of such Obligations as
provided in Article 6 of the Indenture, such Obligations (whether or not due and
payable) shall forthwith become due and payable by the Subsidiary Guarantors for
the purpose of these Guarantees. The New Guarantors agree that the Subsidiary
Guarantors shall have the right to seek contribution from any non-paying
Subsidiary Guarantor so long as the exercise of such right does not impair the
rights of the Holders under these Guarantees.
2.2 OTHER GUARANTEE TERMS. The New Guarantors hereby confirm, adopt and
acknowledge each of the provisions of the Indenture relating to the Subsidiary
Guarantors and the Guarantees, including, but not limited to, Articles 4 and 11
thereof.
SECTION 3. MISCELLANEOUS
3.1 COUNTERPARTS. This Supplemental Indenture may be signed in
counterparts and by the different parties hereto in separate counterparts, each
of which shall constitute an original and all of which together shall constitute
one and the same instrument.
3.2 SEVERABILITY. In case any provision in this Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
3.3 HEADINGS. The headings of the sections of this Supplemental
Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof and shall not modify or restrict any of the terms or
provisions hereof.
3.4 SUCCESSORS. All agreements of the Issuers and the Subsidiary
Guarantors in this Supplemental Indenture shall bind their respective
successors. All agreements of the Trustee in this Supplemental Indenture shall
bind its successors.
3.5 GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
3.6 FULL FORCE AND EFFECT. The Indenture, as supplemented by this
Supplemental Indenture, remains in full force and effect and is hereby ratified
and confirmed as the valid and
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binding obligation of the parties hereto.
3.7 TRUSTEE. The Trustee accepts the modifications of trusts referenced
in the Indenture and effected by this Supplemental Indenture. Without limiting
the generality of the foregoing, the Trustee assumes no responsibility for the
correctness of the recitals herein contained, which shall be taken as the
statements of the Issuers and the Subsidiary Guarantors, and the Trustee shall
not be responsible or accountable in any way whatsoever for or with respect to
the validity or execution or sufficiency of this Supplemental Indenture, and the
Trustee makes no representation with respect thereto.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the parties hereto have executed this Supplemental
Indenture as of the date first above written.
EL PASO ENERGY PARTNERS, L.P. EL PASO ENERGY PARTNERS
by its general partner FINANCE CORPORATION
EL PASO ENERGY PARTNERS
COMPANY
By: /s/ D. ▇▇▇▇ ▇▇▇▇▇▇ By: /s/ D. ▇▇▇▇ ▇▇▇▇▇▇
Name: D. ▇▇▇▇ ▇▇▇▇▇▇ Name: D. ▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President Title: Senior Vice President
and Controller and Controller
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ BANK, as successor trustee
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Trust Officer
[Supplemental Indenture Signature Page]
NEW GUARANTORS:
HATTIESBURG GAS STORAGE COMPANY
ARGO I, L.L.C.
ARGO, L.L.C.
By: /s/ D. ▇▇▇▇ ▇▇▇▇▇▇
Name: D. ▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President and Controller of each such entity
[Supplemental Indenture Signature Page]
Each of the undersigned hereby ratifies and confirms its respective obligations
under the Indenture, as supplemented by this Supplemental Indenture:
ARGO II, L.L.C.
THE CHACO LIQUIDS PLANT TRUST,
by EL PASO ENERGY PARTNERS OPERATING
COMPANY, L.L.C., solely in its capacity as
trustee of the Chaco Liquids Plant Trust
CRYSTAL HOLDING, L.L.C.
DELOS OFFSHORE COMPANY, L.L.C.
East Breaks Gathering Company, L.L.C.
EL PASO ENERGY PARTNERS DEEPWATER, L.L.C.
EL PASO ENERGY PARTNERS OIL TRANSPORT, L.L.C.
EL PASO ENERGY PARTNERS OPERATING COMPANY, L.L.C.
EPN NGL STORAGE, L.L.C.
FIRST RESERVE GAS, L.L.C.
FLEXTREND DEVELOPMENT COMPANY, L.L.C.
GREEN CANYON PIPE LINE COMPANY, L.P.
HATTIESBURG INDUSTRIAL GAS SALES, L.L.C.
High Island Offshore System, L.L.C.
MANTA RAY GATHERING COMPANY, L.L.C.
PETAL GAS STORAGE, L.L.C.
POSEIDON PIPELINE COMPANY, L.L.C.
VK DEEPWATER GATHERING COMPANY, L.L.C.
VK-MAIN PASS GATHERING COMPANY, L.L.C.
By: /s/ D. ▇▇▇▇ ▇▇▇▇▇▇
Name: D. ▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President and Controller
of each such entity
