exv4wa



 







Execution Copy




 

 






Exhibit 4.A




FIFTH SUPPLEMENTAL INDENTURE




among




EL PASO EXPLORATION & PRODUCTION COMPANY,




as Issuer,




MBOW FOUR STAR CORPORATION,




EL PASO EXPLORATION & PRODUCTION MANAGEMENT, INC.,




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




 






June 30, 2006




 






73/4% Senior Notes due 2013




 

 






 









 












FIFTH SUPPLEMENTAL INDENTURE




     This Fifth Supplemental Indenture, dated as of June 30, 2006 (this “Fifth 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) MBOW Four Star
Corporation, El Paso Exploration & Production Management, Inc., formerly known as El Paso
Production Oil & Gas Company (“El Paso Management”), El Paso E&P Holdings, Inc., formerly
known as El Paso Production Oil & Gas Holdings, Inc. (“El Paso Holdings”), El Paso E&P
Company, L.P., formerly known as El Paso Production Oil & Gas USA, L.P. (“El Paso E&P”), El
Paso Production Resale Company (“El Paso Resale”), El Paso Energy Oil Transmission, L.L.C.
(“El Paso Transmission”) and El Paso Production Oil & Gas Gathering, L.P. (“El Paso
Gathering”) (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 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”) 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 73/4% 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 dated January 31, 2003, 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 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 was further amended and Medicine Bow,



1









 







MBOW Operating and MBOW Four Star each expressly assumed the obligations of a Subsidiary
Guarantor under the Original Indenture;



     WHEREAS, the Company, El Paso Production, Medicine Bow, MBOW Operating, MBOW Four Star, El
Paso Management, El Paso Holdings, El Paso E&P, El Paso Resale, El Paso Transmission and El Paso
Gathering entered into that certain Fourth Supplemental Indenture, dated as of December 31, 2005
(the “Fourth Supplemental Indenture”), pursuant to which the Original Indenture was
further amended and (i) El Paso Management, El Paso Holdings, El Paso E&P, El Paso Resale, El Paso
Transmission and El Paso Gathering each expressly assumed the obligations of a Subsidiary Guarantor
under the Original Indenture and (ii) El Paso E&P, in connection with the merger of GOM and Raton
Corporation with and into El Paso E&P, expressly assumed the obligations of GOM and Raton
Corporation under their respective Subsidiary Guarantees;



     WHEREAS, as of the date hereof, in connection with the reorganization of certain subsidiaries
of the Company, (i) El Paso Production, MBOW Operating, and El Paso E&P entered into and
consummated an Agreement of Merger pursuant to which (a) El Paso Production and MBOW Operating
merged with and into El Paso E&P and (b) El Paso E&P is the surviving entity of the merger and (ii)
the Company and Medicine Bow entered into and consummated an Agreement of Merger pursuant to which
(a) Medicine Bow merged with and into the Company and (b) the Company is the surviving entity of
the merger;



     WHEREAS, Section 5.01(b) of the Original Indenture (as supplemented by the First Supplemental
Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth
Supplemental Indenture, and as so supplemented, the “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 El Paso Production and
MBOW Operating under their respective Subsidiary Guarantees, and the Company desires to expressly
assume the obligations of Medicine Bow under its Subsidiary Guarantee; 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
Fifth 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 Fifth Supplemental Indenture is supplemental to the 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 Indenture, for any and all purposes.



2









 





     Section 1.02 This Fifth 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 El Paso E&P hereby assumes all of the obligations of El Paso Production
and MBOW Operating under the Indenture, including all their obligations under their respective
Subsidiary Guarantees, and the Company hereby assumes the obligations of Medicine Bow under the
Indenture, including all its obligations under its Subsidiary Guarantee.



ARTICLE 3




     Section 3.01 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 Fifth 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 Fifth 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 3.02 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 Fifth Supplemental Indenture. This Fifth 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 Fifth 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 Fifth Supplemental
Indenture.



     Section 3.03 THIS FIFTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



     Section 3.04 This Fifth 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 3.05 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.]




3









 





     IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be
duly executed as of the date first written above.



	 	 	 	 	 
	 	Issuer:





EL PASO EXPLORATION & PRODUCTION COMPANY

 	 
	 	By:  	/s/ Dane E. Whitehead
 	 
	 	 	Dane E. Whitehead 	 
	 	 	Senior Vice President and Chief Financial
Officer 	 
	 



	 	 	 	 	 
	 	Subsidiary Guarantors:





MBOW FOUR STAR CORPORATION

 	 
	 	By:  	/s/ Dane E. Whitehead
 	 
	 	 	Dane E. Whitehead 	 
	 	 	Senior Vice President and Chief Financial
Officer 	 
	 



	 	 	 	 	 
	 	EL PASO EXPLORATION & PRODUCTION MANAGEMENT, INC.

 	 
	 	By:  	/s/ Dane E. Whitehead
 	 
	 	 	Dane E. Whitehead 	 
	 	 	Senior Vice President and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	EL PASO E&P HOLDINGS, INC.

 	 
	 	By:  	/s/ Karen T. Severino
 	 
	 	 	Karen T. Severino 	 
	 	 	Vice President and Secretary 	 
	 



	 	 	 	 	 
	 	EL PASO E&P COMPANY, L.P.

 	 
	 	By:  	/s/ Dane E. Whitehead
 	 
	 	 	Dane E. Whitehead

Senior Vice President and
Chief Financial
Officer 	 
	 








 









 











	 	 	 	 	 
	 	EL PASO PRODUCTION RESALE COMPANY

 	 
	 	By:  	/s/ Dane E. Whitehead
 	 
	 	 	Dane E. Whitehead 	 
	 	 	Senior Vice President and Chief Financial
Officer 	 
	 



	 	 	 	 	 
	 	EL PASO ENERGY OIL TRANSMISSION, L.L.C.

 	 
	 	By:  	/s/ Dane E. Whitehead
 	 
	 	 	Dane E. Whitehead 	 
	 	 	Senior Vice President, Controller and Chief
Financial Officer 	 
	 



	 	 	 	 	 
	 	EL PASO PRODUCTION OIL & GAS GATHERING, L.P.

 	 
	 	By:  	/s/ Dane E. Whitehead
 	 
	 	 	Dane E. Whitehead 	 
	 	 	Senior Vice President and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	Trustee:



WILMINGTON TRUST COMPANY, as Trustee

 	 
	 	By:  	/s/ Steven Cimalore
 	 
	 	 	Name:  	Steven Cimalore 	 
	 	 	Title:  	Vice President