exv10wb



 




EXHIBIT 10.B




 





 





EL PASO CGP COMPANY, L.L.C.




(formerly known as El Paso CGP Company)




as Original Company




and




EL PASO CORPORATION




as New Company




and




THE BANK OF NEW YORK TRUST COMPANY, N.A.




as Trustee




THIRD SUPPLEMENTAL INDENTURE




Dated as of December 31, 2005




to




INDENTURE




Dated as of May 15, 1992




 





 









 




TABLE OF CONTENTS




	 	 	 	 	 	 
	 	 	Page	
	 	 	 	
	
    
    ARTICLE 1 Relation to Indenture; Definitions

    	 	 	1	 
	 	
    
    Section 1.01.
    Relation to Indenture

    	 	 	1	 
	 	
    
    Section 1.02.
    Definitions

    	 	 	1	 
	 	
    
    Section 1.03.
    General References

    	 	 	1	 
	 
	
    ARTICLE 2 Assumption of Obligations	 	 	2	 
	 
	
    ARTICLE 3 Miscellaneous	 	 	2	 
	 	
    
    Section 3.01.
    Certain Trustee Matters

    	 	 	2	 
	 	
    
    Section 3.02.
    Continued Effect

    	 	 	2	 
	 	
    
    Section 3.03.
    Governing Law

    	 	 	2	 
	 	
    
    Section 3.04.
    Counterparts

    	 	 	2	 









 



     
THIRD SUPPLEMENTAL INDENTURE, dated as of
December 31, 2005 (this “Supplemental
Indenture”), among
EL PASO CGP COMPANY,
L.L.C., a Delaware limited liability company
(formerly known as El Paso CGP Company, a Delaware
corporation) (the “Original Company”), EL PASO
CORPORATION, a Delaware corporation (the “New
Company”), and THE BANK OF NEW YORK TRUST COMPANY,
N.A., a national banking association (as
successor-in-interest
to The Bank of New York, a New York banking corporation, and
Bank of Montreal Trust Company, a New York trust company), as
trustee under the Indenture referred to below (in such capacity,
the “Trustee”).




RECITALS OF THE ORIGINAL COMPANY AND THE NEW COMPANY



     
WHEREAS, the Original Company and the Trustee are parties to an
Indenture, dated as of May 15, 1992 (the “Original
Indenture”), such Original Indenture, as amended and
supplemented from time to time (including without limitation
pursuant to this Supplemental Indenture), being referred to
herein as the “Indenture”; and



     
WHEREAS, the Original Company proposes to transfer all or
substantially all of its properties and assets as an entirety to
the New Company (the “Asset Transfer”); and



     
WHEREAS, Article 5 of the Indenture provides that the
Original Company shall not transfer all or substantially all of
its properties and assets as an entirety to any person, unless
(among other things) the person which acquires by transfer all
or substantially all of the Original Company’s properties
and assets as an entirety shall expressly assume, by an
indenture supplemental to the Indenture, executed and delivered
to the Trustee, in form reasonably satisfactory to the Trustee,
all the obligations of the Original Company under the Indenture
and the Securities of each Series outstanding
thereunder; and



     
WHEREAS, pursuant to Section 9.01 of the Indenture, the
Original Company and the Trustee may amend or supplement the
Indenture without notice to or consent of any Securityholder to
comply with Article 5 of the Indenture; and



     
WHEREAS, accordingly, this Supplemental Indenture and the
provisions set forth herein are authorized pursuant to
Section 9.01 of the Indenture; and



     
WHEREAS, the execution and delivery of this Supplemental
Indenture has been duly authorized by the parties hereto, and
all other acts necessary to make this Supplemental Indenture a
valid and binding supplement to the Indenture effectively
amending the Indenture as set forth herein have been duly
taken; and



     
NOW, THEREFORE, in consideration of the premises, agreements and
obligations set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree, for the equal and
proportionate benefit of all Holders of the Securities, as
follows:




ARTICLE 1




Relation to Indenture; Definitions



     
Section 1.01.     Relation
to Indenture. With respect to the Securities of each and
every Series outstanding under the Indenture, this Supplemental
Indenture constitutes an integral part of the Indenture.



     
Section 1.02.     Definitions.
For all purposes of this Supplemental Indenture, except as
otherwise expressly provided herein, capitalized terms used
herein and not otherwise defined herein shall have the meanings
assigned thereto in the Original Indenture.



     
Section 1.03.     General
References. All references in this Supplemental Indenture to
Articles and Sections, unless otherwise specified, refer to the
corresponding Articles and Sections of this Supplemental
Indenture; and the terms “herein”,
“hereof”, “hereunder” and any
other word of similar import refers to this Supplemental
Indenture.








 




ARTICLE 2




Assumption of Obligations



     
Effective upon the consummation of the Asset Transfer, and
pursuant to and in accordance with Sections 5.01 and 5.02
of the Indenture, (i) the New Company hereby expressly
assumes all of the obligations of the Original Company under the
Indenture and all outstanding Securities of each Series and
(ii) the Original Company is hereby relieved of all
obligations and covenants under the Indenture and the Securities
of each Series.




ARTICLE 3




Miscellaneous



     
Section 3.01.     Certain
Trustee Matters. The recitals contained herein shall be
taken as the statements of the Original Company and the New
Company, and the Trustee assumes no responsibility for their
correctness.



     
The Trustee makes no representations as to the validity or
sufficiency of this Supplemental Indenture or the proper
authorization or due execution thereof by the Original Company
or the New Company.



     
Section 3.02.     Continued
Effect. Except as expressly supplemented and amended by this
Supplemental Indenture, the Original Indenture (as supplemented
and amended to date) shall continue in full force and effect in
accordance with the provisions thereof, and the Original
Indenture (as so supplemented and amended, and as further
supplemented and amended by this Supplemental Indenture) is in
all respects hereby ratified and confirmed. This Supplemental
Indenture and all its provisions shall be deemed a part of the
Original Indenture in the manner and to the extent herein and
therein provided.



     
Section 3.03.     Governing
Law. This Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York.



     
Section 3.04.     Counterparts.
This instrument may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same
instrument.




(Signature Pages Follow)








 



     
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed and delivered, all as
of the day and year first above written.






		
	 	
    EL PASO CGP COMPANY, L.L.C.






			
	 	By: 	
    /s/ John J. Hopper



		
	 	
     

	 	
    Name: John J. Hopper



			
	 	Title:	
    Vice President and Treasurer






		
	 	
    EL PASO CORPORATION






			
	 	By: 	
    /s/ John J. Hopper



		
	 	
     

	 	
    Name: John J. Hopper



			
	 	Title:	
    Vice President and Treasurer






		
	 	
    THE BANK OF NEW YORK TRUST COMPANY, N.A.
	 	
    as Trustee






			
	 	By: 	
    /s/ John Stohlmann



		
	 	
     

	 	
    Authorized Signatory