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EXHIBIT 10.D




 

 








EL PASO CGP COMPANY




as Issuer




and




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




as Trustee




TWELFTH SUPPLEMENTAL INDENTURE




Dated as of December 27, 2005




to




INDENTURE




Dated as of February 24, 1997




7.42% Senior Debentures due February 15, 2037

6.95% Senior Debentures due June 1, 2028

6.375% Senior Debentures due February 1, 2009

7.75% Notes due 2010

6.50% Senior Debentures due June 1, 2008

7.625% Notes due 2008

6.50% Notes due 2006

6.70% Senior Debentures due February 15, 2027

71/2% Notes due 2006




 

 






 









 




















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	 	 	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 Amendments to Indenture
	 	 	2	 
	SECTION 2.01. Amendments.
	 	 	2	 
	SECTION 2.02. Deleted Defined Terms.
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 3 Miscellaneous
	 	 	3	 
	SECTION 3.01. Certain Trustee Matters.
	 	 	3	 
	SECTION 3.02. Continued Effect.
	 	 	3	 
	SECTION 3.03. Governing Law.
	 	 	3	 
	SECTION 3.04. Counterparts.
	 	 	3	 










 









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     TWELFTH SUPPLEMENTAL INDENTURE, dated as of December 27, 2005 (this “Supplemental
Indenture”), between EL PASO CGP COMPANY, a Delaware corporation (the
“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
Harris Trust and Savings Bank, a banking corporation organized under the laws of the State of
Illinois), as trustee under the Indenture referred to below (in such capacity, the
“Trustee”).



RECITALS OF THE COMPANY




     WHEREAS, the Company and the Trustee are parties to an Indenture, dated as of February 24,
1997 (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, pursuant to Section 9.02 of the Indenture, the Company and the Trustee may amend or
supplement the Indenture with the written consent of the Holders of at least a majority in
principal amount of the outstanding Securities of all Series affected thereby (voting as a single
class); and



     WHEREAS, El Paso Corporation, a Delaware corporation (“El Paso”), has offered to
exchange all of the outstanding Securities, upon the terms and subject to the conditions set forth
in its Offering Memorandum and Consent Solicitation Statement, dated December 2, 2005 (as amended
and supplemented to date), and in the related Letter of Transmittal and Consent (the “Exchange
Offer”); and



     WHEREAS, in connection with the Exchange Offer, El Paso has been soliciting written consents
of the Holders to the amendments to the Indenture set forth herein (and to the execution of this
Supplemental Indenture), and El Paso has now obtained such written consents from the Holders of a
majority in aggregate principal amount of the outstanding Securities of all Series affected thereby
(voting as a single class); and



     WHEREAS, accordingly, this Supplemental Indenture and the amendments set forth herein are
authorized pursuant to Section 9.02 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.



 









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ARTICLE 2



Amendments to Indenture








     SECTION 2.01. Amendments.



     Effective upon the date hereof, with respect to all outstanding Securities of each and every
Series:



     (a) Sections 4.03, 4.04, 4.06, 4.08 and 4.09 of the Indenture are hereby deleted and the
Company is hereby released from its obligations thereunder;



     (b) any failure by the Company to comply with the terms of any of the foregoing Sections of
the Indenture (whether before or after the execution of this Supplemental Indenture) shall no
longer constitute a Default or an Event of Default under the Indenture and shall no longer have any
other consequence under the Indenture;



     (c) Section 4.05 of the Indenture is hereby amended and restated to read, in its entirety, as
follows:



     “SECTION 4.05 Compliance Certificate.




          The Company shall deliver to the Trustee within 150 days after the end of each fiscal
year of the Company an Officers’ Certificate stating whether or not the signers know of the
existence of any Default or Event of Default by the Company and whether all of the
conditions and covenants of the Company are being complied with regardless of any period of
grace or requirement of notice provided under the Indenture. If they do know of such a
Default or Event of Default, the certificate shall describe the Default or Event of Default,
as the case may be, and its status.”



     (d) Article 5 of the Indenture is hereby amended and restated to read, in its entirety, as
follows:



“ARTICLE 5



Successor Entity




     SECTION 5.01 When Company May Merge, Etc.




          The Company shall not consolidate with or merge with or into any other person or
transfer all or substantially all of its properties and assets as an entirety to any person,
unless:




          (1) (A) in the case of a merger, the Company is the surviving entity, or (B) the person
formed by such consolidation or into which the Company is merged or the person which
acquires by transfer all or substantially all of the properties and assets of the Company as
an entirety shall expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the
obligations of the Company under the Securities of each Series and this Indenture;




          (2) immediately after giving effect to such transaction, no Default or Event of Default
exists; and




          (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger or transfer and the supplemental
indenture comply with this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with.




          Notwithstanding the foregoing, any Subsidiary may consolidate with, merge into or
transfer all or part of its properties and assets to the Company or any other Subsidiary or
Subsidiaries.



     SECTION 5.02 Successor Entity Substituted.




          Upon any consolidation of the Company with, or merger of the Company into, any other
person or any transfer of all or substantially all of the properties and assets of the
Company as an entirety in accordance with Section 5.01, the successor person formed by such
consolidation or into which the Company is merged or to which such transfer is made shall
succeed to, and be substituted for, and may



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exercise every right and power of, the Company under this Indenture with the same
effect as if such successor person had been named originally as the Company herein, and
thereafter, the predecessor person shall be relieved of all obligations and covenants under
this Indenture and the Securities of each Series.”







     SECTION 2.02. Deleted Defined Terms.



     In conjunction with the amendments identified in Section 2.01 above, the following defined
terms used in the Indenture are hereby deleted: “Attributable Debt,” “Capitalized Lease
Obligation,” “Consolidated Net Tangible Assets,” “Funded Debt,” “Indebtedness,” “Principal Domestic
Property of the Company,” “Sale and Leaseback Transaction,” “Short-Term Borrowing” and “Significant
Subsidiary.”







ARTICLE 3



Miscellaneous








     SECTION 3.01. Certain Trustee Matters.



     The recitals contained herein shall be taken as the statements of the 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 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)




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     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

 	 
	 	By:  	/s/ John J. Hopper
 	 
	 	Name:	  	John J. Hopper 	 
	 	Title:	  	Vice President and Treasurer 	 
	 














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

as Trustee

 	 
	 	By:  	/s/ Patrick T. Giordano
 	 
	 	 	Authorized Signatory