FOURTH SUPPLEMENTAL INDENTURE among EL PASO EXPLORATION & PRODUCTION COMPANY, as Issuer, EL PASO PRODUCTION COMPANY, MEDICINE BOW ENERGY CORPORATION, MEDICINE BOW OPERATING COMPANY, MBOW FOUR STAR CORPORATION, EL PASO PRODUCTION OIL & GAS COMPANY, EL...
Exhibit
4.A
Execution
Copy
among
EL
PASO EXPLORATION & PRODUCTION COMPANY,
as
Issuer,
EL
PASO PRODUCTION COMPANY,
MEDICINE
BOW ENERGY CORPORATION,
MEDICINE
BOW OPERATING COMPANY,
MBOW
FOUR STAR CORPORATION,
EL
PASO PRODUCTION OIL & GAS COMPANY,
EL
PASO E&P HOLDINGS, INC.,
EL
PASO E&P COMPANY, L.P.,
EL
PASO PRODUCTION RESALE COMPANY,
EL
PASO ENERGY OIL TRANSMISSION, L.L.C.
and
EL
PASO PRODUCTION OIL & GAS GATHERING, L.P.,
as
Subsidiary Guarantors,
and
WILMINGTON
TRUST COMPANY
as
Trustee
______________
December
31, 2005
______________
7¾%
Senior Notes due 2013
This
Fourth Supplemental Indenture, dated as of December 31, 2005 (this “Fourth
Supplemental Indenture”),
is entered into by and among (i) El Paso Exploration & Production Company
(the “Company”),
formerly known as El Paso Production Holding Company, (ii) El Paso Production
Company, Medicine Bow Energy Corporation, Medicine Bow Operating Company, MBOW
Four Star Corporation, El Paso Production Oil & Gas Company, El Paso E&P
Holdings, Inc., El Paso E&P Company, L.P., El Paso Production Resale
Company, El Paso Energy Oil Transmission, L.L.C. and El Paso Production Oil
& Gas Gathering, L.P. (collectively, the “Subsidiary
Guarantors”),
and (iii) Wilmington Trust Company, as trustee (the “Trustee”).
Capitalized terms used but not defined herein have the meanings ascribed to
them
in the Original Indenture (as defined below).
W
I T N E S S E T H:
WHEREAS,
the Company, El Paso Production Company (“El
Paso Production”),
El Paso Production GOM Inc. (“GOM”),
Vermejo Minerals Corporation (“Vermejo”)
and El Paso Energy Raton, L.L.C. (“Raton”)
have heretofore executed and delivered to the Trustee that certain Indenture,
dated as of May 23, 2003 (the “Original
Indenture”),
providing for the issuance of $1,200,000,000 aggregate principal amount of
the
Company’s 7¾% Senior Notes due 2013 (the “Notes”);
WHEREAS,
as set forth in the First Supplemental Indenture (as defined below), Raton
and
Vermejo entered into an Agreement of Merger, pursuant to which (i) Raton was
merged with and into Vermejo, (ii) Vermejo was the surviving corporation of
the
merger contemplated by such agreement, and (iii) Vermejo’s name was changed to
“El Paso Energy Raton Corporation” (“Raton
Corporation”);
WHEREAS,
the Company, El Paso Production, GOM, Vermejo and the Trustee entered into
that
certain First Supplemental Indenture, dated as of January 31, 2004 (the
“First
Supplemental Indenture”),
pursuant to which the Original Indenture was amended and Vermejo expressly
assumed the obligations of Raton under its Subsidiary Guarantee;
WHEREAS,
the Company, El Paso Production, GOM, Raton Corporation and the Trustee entered
into that certain Second Supplemental Indenture, dated as of July 26, 2004
(the “Second
Supplemental Indenture”),
pursuant to which the Original Indenture (as supplemented by the First
Supplemental Indenture) was further amended and certain covenants were added
for
the benefit of the Holders pursuant to Section 9.01(6) of the Original
Indenture;
WHEREAS,
the Company, El Paso Production, GOM, Raton Corporation, Medicine Bow Energy
Corporation (“Medicine
Bow”),
Medicine Bow Operating Company (“MBOW
Operating”)
and MBOW Four Star Corporation (“MBOW
Four Star”)
entered into that certain Third Supplemental Indenture, dated as of August
31,
2005 (the “Third
Supplemental Indenture”),
pursuant to which the Original Indenture (as supplemented by the First
Supplemental Indenture and the Second Supplemental Indenture) was further
amended and Medicine Bow, MBOW Operating and MBOW Four Star each expressly
assumed the obligations of a Subsidiary Guarantor under the Original Indenture
(as supplemented by the First Supplemental Indenture and the Second Supplemental
Indenture);
WHEREAS,
as of the date hereof, pursuant to the reorganization of certain subsidiaries
of
El Paso Corporation (the “Reorganization”),
(a) El Paso Production Oil & Gas Company, a Delaware corporation
(“El
Paso POG”),
El Paso E&P Holdings, Inc., a Delaware corporation formerly known as El Paso
Production Oil & Gas Holdings, Inc. (“El
Paso Holdings”),
El Paso E&P Company, L.P., a Delaware limited partnership formerly known as
El Paso Production Oil & Gas USA, L.P. (“El
Paso E&P”),
El Paso Production Resale Company, a Delaware corporation (“El
Paso Resale”),
El Paso Energy Oil Transmission, L.L.C., a Delaware limited liability company
(“El
Paso Transmission”)
and El Paso Production Oil & Gas Gathering, L.P., a Delaware limited
partnership (“El
Paso Gathering”),
became direct or indirect wholly owned subsidiaries of the Company and (b)
El
Paso Production Holding Company changed its name to El Paso Exploration &
Production Company;
WHEREAS,
the Company and the Subsidiary Guarantors now desire to further amend the
Original Indenture (as supplemented by the First Supplemental Indenture, the
Second Supplemental Indenture and the Third Supplemental Indenture, and as
so
supplemented, the “Indenture”)
to include El Paso POG, El Paso Holdings, El Paso E&P, El Paso Resale, El
Paso Transmission and El Paso Gathering as parties to the Indenture as
guarantors of the Company’s obligations under the Notes, subject to the terms
and conditions of the Indenture and the Notes;
WHEREAS,
pursuant to the Reorganization, GOM, Raton Corporation and El Paso E&P
entered into and consummated an Agreement of Merger, as of the date hereof,
pursuant to which (a) GOM and Raton Corporation merged with and into El Paso
E&P and (b) El Paso E&P is the surviving entity of the
merger;
WHEREAS,
Section 5.01(b) of the Original Indenture provides that, in connection with
a
merger of any Subsidiary Guarantor with or into any Person, such Person shall
expressly assume the obligations of such Subsidiary Guarantor under its
Subsidiary Guarantee;
WHEREAS,
El Paso E&P desires to expressly assume the obligations of GOM and Raton
Corporation under their respective Subsidiary Guarantees; and
WHEREAS,
the Trustee, upon satisfaction of all actions and conditions on the part of
the
Company and the Subsidiary Guarantors necessary for the execution, delivery
and
performance of this Fourth Supplemental Indenture (including, without
limitation, the receipt of an Officers’ Certificate and an Opinion of Counsel)
is willing to amend the Indenture as hereinafter set forth;
NOW,
THEREFORE, the Company, the Subsidiary Guarantors and the Trustee mutually
covenant and agree for the equal and proportionate benefit of all Holders of
the
Notes as follows:
ARTICLE
1
Section
1.01 This
Fourth Supplemental Indenture is supplemental to the Original Indenture, as
previously amended by the First Supplemental Indenture, the Second Supplemental
Indenture and the Third Supplemental Indenture, and does and shall be deemed
to
form a part of, and shall be construed in connection with and as a part of,
the
Original Indenture, as so amended and supplemented, for any and all
purposes.
Section
1.02 This
Fourth Supplemental Indenture shall become effective immediately upon its
execution and delivery by each of the Company, the Subsidiary Guarantors and
the
Trustee.
ARTICLE
2
Section
2.01 The
Company, the Subsidiary Guarantors and the Trustee hereby acknowledge and agree
that each of El Paso POG, El Paso Holdings, El Paso E&P, El Paso Resale, El
Paso Transmission and El Paso Gathering (collectively, the “New
Subsidiary Guarantors”)
hereby becomes a party to the Indenture, as a Subsidiary Guarantor, and as
such
will have all of the rights and be subject to all of the obligations and
agreements of a Subsidiary Guarantor under the Indenture. The New Subsidiary
Guarantors agree to be bound by all of the provisions of the Indenture
applicable to a Subsidiary Guarantor and to perform all of the obligations
and
agreements of a Subsidiary Guarantor under the Indenture. Each New Subsidiary
Guarantor hereby provides a full, unconditional and irrevocable Guarantee,
as
primary obligor and not merely as surety, jointly and severally with each other
Subsidiary Guarantor, to each Holder and to the Trustee and their successors
and
assigns, on the terms and subject to the conditions set forth in the Indenture,
including but not limited to Article 10 thereof.
ARTICLE
3
Section
3.01 El
Paso E&P hereby assumes all of the obligations of GOM and Raton Corporation
under the Original Indenture, including all their obligations under their
respective Subsidiary Guarantees.
ARTICLE
4
Section
4.01 Except
as specifically modified herein, the Notes and the Indenture are in all respects
ratified and confirmed and shall remain in full force and effect in accordance
with their terms. This Fourth Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Holder of Notes heretofore or hereafter
authenticated and delivered shall be bound hereby. The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Fourth Supplemental Indenture or for or in respect of the
recitals contained herein, all of which are made solely by the Company and
the
Subsidiary Guarantors.
Section
4.02 Except
as otherwise expressly provided herein, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed, by the Trustee
by
reason of this Fourth Supplemental Indenture. This Fourth Supplemental Indenture
is executed and accepted by the Trustee subject to all the terms and conditions
set forth in the Indenture with the same force and effect as if those terms
and
conditions were repeated at length herein and made applicable to the Trustee
with respect hereto. In entering into this Fourth Supplemental Indenture, the
Trustee shall be entitled to the benefit of every provision of the Indenture
relating to the conduct or affecting the liability or affording protection
to
the Trustee, regardless of whether elsewhere herein so provided, including
indemnification pursuant to Section 7.07 of the Original Indenture, and the
Company acknowledges that the Trustee shall be entitled to indemnification
pursuant to Section 7.07 of the Original Indenture against any and all loss,
liability or expense (including attorney’s fees) in connection with the
Trustee’s signing this Fourth Supplemental Indenture.
Section
4.03 THIS
FOURTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
Section
4.04 This
Fourth Supplemental Indenture may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same
instrument.
Section
4.05 All
notices and other communications to the New Subsidiary Guarantors shall be
given
as provided in Section 11.02 of the Original Indenture for notices to Subsidiary
Guarantors.
[Signature
page follows.]
IN
WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental
Indenture to be duly executed as of the date first written above.
Issuer:
EL
PASO EXPLORATION & PRODUCTION COMPANY
By:
/s/ Xxxx X.
Xxxxxxxxxx
Xxxx
X.
Xxxxxxxxxx
Senior
Vice
President, Chief Financial Officer, Controller and Treasurer
Subsidiary
Guarantors:
EL
PASO PRODUCTION COMPANY
By:
/s/ Xxxx X.
Xxxxxxxxxx
Xxxx
X.
Xxxxxxxxxx
Senior
Vice
President, Controller and Treasurer
MEDICINE
BOW ENERGY CORPORATION
By:
/s/ Xxxx X.
Xxxxxxxxxx
Xxxx
X.
Xxxxxxxxxx
Senior
Vice
President, Controller and Treasurer
MEDICINE
BOW OPERATING COMPANY
By:
/s/ Xxxx X.
Xxxxxxxxxx
Xxxx
X.
Xxxxxxxxxx
Senior
Vice
President, Controller and Treasurer
MBOW
FOUR STAR CORPORATION
By:
/s/ Xxxx X.
Xxxxxxxxxx
Xxxx
X.
Xxxxxxxxxx
Senior
Vice
President, Controller and Treasurer
EL
PASO PRODUCTION OIL & GAS COMPANY
By:
/s/ Xxxx X.
Xxxxxxxxxx
Xxxx
X.
Xxxxxxxxxx
Senior
Vice
President, Controller and Treasurer
EL
PASO E&P HOLDINGS, INC.
By:
/s/ Xxxxxx X.
Ponocciome
Xxxxxx
X.
Ponocciome
President
EL
PASO E&P COMPANY, L.P.
By:
/s/ Xxxx X.
Xxxxxxxxxx
Xxxx
X.
Xxxxxxxxxx
Senior
Vice
President, Controller and Treasurer
EL
PASO PRODUCTION RESALE COMPANY
By:
/s/ Xxxx X.
Xxxxxxxxxx
Xxxx
X.
Xxxxxxxxxx
Senior
Vice
President, Controller and Treasurer
EL
PASO ENERGY OIL TRANSMISSION, L.L.C.
By:
/s/ Xxxx X.
Xxxxxxxxxx
Xxxx
X.
Xxxxxxxxxx
Senior
Vice
President, Controller and Treasurer
EL
PASO PRODUCTION OIL & GAS GATHERING, L.P.
By:
/s/ Xxxx X.
Xxxxxxxxxx
Xxxx
X.
Xxxxxxxxxx
Senior
Vice
President, Controller and Treasurer
Trustee:
WILMINGTON
TRUST COMPANY, as Trustee
By: /s/
Xxxxxxx X. Xxx
Xxxxxx
Name:
Xxxxxxx X. Xxx Xxxxxx
Title:
Vice President
