LOUIS DREYFUS NATURAL GAS CORP.

 

 

DOMINION OKLAHOMA TEXAS EXPLORATION & PRODUCTION, INC.

CONSOLIDATED NATURAL GAS COMPANY

and

LaSALLE BANK NATIONAL ASSOCIATION, formerly known as LaSalle National Bank

                                                                Trustee

_____________

First Supplemental Indenture

Dated as of November 1, 2001

to Indenture dated as of December 11, 1997

between

Louis Dreyfus Natural Gas Corp.

and

LaSalle Bank National Association, formerly known as LaSalle National Bank,

	                                                                                                        Trustee

_____________

THIS FIRST SUPPLEMENTAL INDENTURE (the "First Supplemental Indenture"), dated as of November 1, 2001, among Louis Dreyfus Natural Gas Corp., an Oklahoma corporation (the "Predecessor Company"), Dominion Oklahoma Texas Exploration & Production, Inc., a Delaware corporation (the "Company"), Consolidated Natural Gas Company, a Delaware corporation and promptly after consummation of the Merger, the parent of the Company (the "Guarantor"), and LaSalle Bank National Association, a national bank, formerly known as LaSalle National Bank, as Trustee (the "Trustee"), to the Indenture between the Predecessor Company and the Trustee, dated as of December 11, 1997, as amended or supplemented from time to time (the "Indenture").

W I T N E S E T H:

WHEREAS, the Predecessor Company has agreed to merge into the Company, with the Company as the surviving entity (the "Merger"), pursuant to that certain Agreement and Plan of Merger dated as of September 9, 2001, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of September 17, 2001, by and among the Predecessor Company, the Guarantor and Dominion Resources, Inc., a Virginia corporation;

WHEREAS, Sections 5.01 and 5.02 of the Indenture provide that the Predecessor Company may not consolidate or merge into any corporation unless, among other things, no default or event of default exists under the Indenture, and the corporation into which the Predecessor Company merges (i) assumes, by supplemental indenture, the due and punctual payment of the principal of, and the premium, if any, and interest on, all the Securities then outstanding (ii) assumes, by supplemental indenture, the performance of every other covenant and obligation of the Indenture on the part of the Predecessor Company to be performed or observed; 

WHEREAS, pursuant to Section 5.02 of the Indenture, upon execution of a supplemental indenture and satisfaction of the other conditions set forth in the Indenture, the successor corporation shall succeed and be substituted for the Predecessor Company and thereafter from time to time such corporation may exercise each and every right and power of the Predecessor Company under the Indenture, in the name of the Predecessor Company or its own name;

WHEREAS, to comply with Sections 5.01 and 5.02 of the Indenture, the Predecessor Company desires that the Company assume all of the obligations of the Predecessor Company under the Indenture and the Securities; 

WHEREAS, in consideration of certain benefits that will flow to the Guarantor as parent of the Company, the Guarantor has agreed to guarantee all of the obligations of the Company under the Indenture and the Securities, including without limitation the full and punctual payment of principal of, and premium, if any, and interest on the Securities when due and the full and punctual performance, within applicable grace periods of all other obligations of the Predecessor Company; 

WHEREAS, upon the Guarantor's guarantee of the obligations of the Company under the Indenture or the Securities, the Guarantor and the Company desire that the SEC reports required to be provided under the Indenture shall be those of the Guarantor rather than those of the Company;

WHEREAS, pursuant to Section 9.01 of the Indenture, the Predecessor Company, the Company, the Guarantor and the Trustee may enter into a supplemental indenture without the consent of any Securityholder on matters (i) that do not adversely affect the rights of any Securityholder and (ii) that add guarantees with respect to the Securities; and,

WHEREAS, all conditions and requirements necessary to make this First Supplemental Indenture a valid, binding and legal instrument have been done and performed and the execution and delivery hereof have been in all respects duly authorized.

NOW, THEREFORE, intending to be legally bound hereby, the parties hereto agree as follows: 

ARTICLE I