exv4waw8



 





EXHIBIT 4.A.8




EXECUTION COPY




 
 





SEVENTH 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.,




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




EL PASO E&P INTERNATIONAL HOLDING COMPANY,




EL PASO PREFERRED HOLDINGS COMPANY




EL PASO E&P FINANCE COMPANY, L.L.C.,




EL PASO SOUTH TEXAS E&P COMPANY, L.L.C.,




and




EL PASO E&P ZAPATA, L.P.,




as Subsidiary Guarantors,




and




WILMINGTON TRUST COMPANY




as Trustee




 






January 12, 2007




 






73/4% Senior Notes due 2013




 
 





 









 





SEVENTH SUPPLEMENTAL INDENTURE




     This Seventh Supplemental Indenture, dated as of January 12, 2007 (this “Seventh
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 (“MBOW Four Star”), El Paso Exploration & Production Management, Inc.
(“El Paso Management”), El Paso E&P Holdings, Inc. (“El Paso Holdings”), El Paso
E&P Company, 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”), El Paso
Production Oil & Gas Gathering, L.P. (“El Paso Gathering”), El Paso E&P International
Holding Company (“El Paso International”), El Paso Preferred Holdings Company (“El Paso
Preferred Holdings”), El Paso E&P Finance Company, L.L.C. (“El Paso Finance”), El Paso
South Texas E&P Company, L.L.C. (“El Paso South Texas”) and El Paso E&P Zapata, L.P.
(“El Paso Zapata”) (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 entered into that certain Third Supplemental Indenture, dated as of August 31, 2005
(the “Third Supplemental Indenture”), pursuant to which the Original



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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;



     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, the Company, 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 Fifth
Supplemental Indenture, dated as of June 30, 2006 (the “Fifth Supplemental Indenture”),
pursuant to which the Original Indenture was further amended and (i) El Paso E&P, in connection
with the merger of El Paso Production and MBOW Operating with and into El Paso E&P, expressly
assumed the obligations of El Paso Production and MBOW Operating under their respective Subsidiary
Guarantees and (ii) the Company, in connection with the merger of Medicine Bow with and into the
Company, expressly assumed the obligations of Medicine Bow under its Subsidiary Guarantee;



     WHEREAS, the Company, MBOW Four Star, El Paso Management, El Paso Holdings, El Paso E&P, El
Paso Resale, El Paso Transmission, El Paso Gathering, El Paso International, El Paso Preferred
Holdings and El Paso Finance entered into that certain Sixth Supplemental Indenture, dated as of
October 1, 2006 (the “Sixth Supplemental Indenture”), pursuant to which the Original
Indenture was further amended and El Paso International, El Paso Preferred Holdings and El Paso
Finance each expressly assumed the obligations of a Subsidiary Guarantor under the Original
Indenture;



     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,
the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental
Indenture and the Sixth Supplemental Indenture, the “Indenture”) to include El Paso South
Texas and El Paso Zapata 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; 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
Seventh 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:



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ARTICLE 1




     Section 1.01 This Seventh 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.



     Section 1.02 This Seventh 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 South Texas and El Paso Zapata (together, 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 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 Seventh 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 Seventh 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 Seventh Supplemental Indenture. This Seventh 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 Seventh 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,



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liability or expense (including attorney’s fees) in connection with the Trustee’s signing this
Seventh Supplemental Indenture.



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



     Section 3.04 This Seventh 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.]




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     IN WITNESS WHEREOF, the parties hereto have caused this Seventh 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 	 
	 



Signature Page to Seventh Supplemental Indenture





 









 





	 	 	 	 	 
	 	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 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 	 
	 
	 	EL PASO E&P INTERNATIONAL HOLDING COMPANY

 	 
	 	By:  	/s/ Dane E. Whitehead
 	 
	 	 	Dane E. Whitehead 	 
	 	 	Senior Vice President and Chief Financial Officer 	 
	 
	 	EL PASO PREFERRED HOLDINGS COMPANY

 	 
	 	By:  	/s/ Dane E. Whitehead
 	 
	 	 	Dane E. Whitehead 	 
	 	 	Senior Vice President and Chief Financial Officer 	 
	 
	 	EL PASO E&P FINANCE COMPANY, L.L.C.

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



Signature Page to Seventh Supplemental Indenture





 









 





	 	 	 	 	 
	 	EL PASO SOUTH TEXAS E&P COMPANY, L.L.C.

 	 
	 	By:  	/s/ Dane E. Whitehead
 	 
	 	 	Dane E. Whitehead 	 
	 	 	Senior Vice President and Chief Financial Officer 	 
	 
	 	EL PASO E&P ZAPATA, 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/ Michael G. Oller, Jr.
 	 
	 	Name:  	 	Michael G. Oller, Jr. 	 
	 	Title:  	 	Senior Financial Services Officer 	 
	 



Signature Page to Seventh Supplemental Indenture