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Execution Copy




EXHIBIT 4.A



 







SIXTH 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,




and




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




as Subsidiary Guarantors,




and




WILMINGTON TRUST COMPANY




as Trustee




 






October 1, 2006




 






73/4% Senior Notes due 2013




 





 









 





SIXTH SUPPLEMENTAL INDENTURE




     This Sixth Supplemental Indenture, dated as of October 1, 2006 (this “Sixth 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”), and El Paso E&P Finance Company, L.L.C. (“El Paso Finance”),
(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, as of the date hereof, pursuant to a reorganization of certain subsidiaries of El
Paso Corporation, El Paso International, El Paso Preferred Holdings, and El Paso Finance became
direct or indirect wholly owned subsidiaries of the Company;



     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 and the Fifth Supplemental
Indenture, the “Indenture”) to include El Paso International, El Paso Preferred Holdings,
El Paso Brazil, and El Paso Finance 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
Sixth 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 Sixth 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 Sixth 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 International, El Paso Preferred Holdings, El Paso Brazil, and El
Paso Finance (collectively, 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 Sixth 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 Sixth 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 Sixth Supplemental Indenture. This Sixth 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 Sixth 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



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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 Sixth Supplemental
Indenture.



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



     Section 3.04 This Sixth 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 Sixth 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 	 
	 	 	President and Chief Financial Officer 	 
	 
	 	 Subsidiary Guarantors:



MBOW FOUR STAR CORPORATION

 	 
	 	By:  	/s/ Dane E. Whitehead
 	 
	 	 	Dane E. Whitehead 	 
	 	 	President and Chief Financial Officer 	 
	 
	 	EL PASO EXPLORATION & PRODUCTION MANAGEMENT, INC.

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




Signature Page to Sixth Supplemental Indenture




 









 






	 	 	 	 	 
	 	EL PASO PRODUCTION RESALE COMPANY

 	 
	 	By:  	/s/ Dane E. Whitehead
 	 
	 	 	Dane E. Whitehead 	 
	 	 	President and Chief Financial Officer 	 
	 
	 	EL PASO ENERGY OIL TRANSMISSION, L.L.C.

 	 
	 	By:  	/s/ Dane E. Whitehead
 	 
	 	 	Dane E. Whitehead 	 
	 	 	President, Controller and Chief Financial Officer 	 
	 
	 	EL PASO PRODUCTION OIL & GAS GATHERING, L.P.

 	 
	 	By:  	/s/ Dane E. Whitehead
 	 
	 	 	Dane E. Whitehead 	 
	 	 	President and Chief Financial Officer 	 
	 
	 	EL PASO E&P INTERNATIONAL HOLDING COMPANY

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

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

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




Signature Page to Sixth Supplemental Indenture




 









 






	 	 	 	 	 
	 	Trustee:



WILMINGTON TRUST COMPANY, as Trustee

 	 
	 	By:  	/s/ Steven Cimalore
 	 
	 	 	Steven Cimalore 	 
	 	 	Vice President 	 
	 



Signature Page to Sixth Supplemental Indenture