XXXXXX XXXXXX ENERGY PARTNERS, L.P.
Issuer
and
U.S. TRUST COMPANY OF TEXAS, N.A.
Trustee
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SECOND SUPPLEMENTAL INDENTURE
Dated as of September 30, 1999
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6.30% Senior Notes Due February 1, 2009
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SECOND SUPPLEMENTAL INDENTURE, dated as of September 30, 1999 (this
"Second Supplemental Indenture"), is between XXXXXX XXXXXX ENERGY PARTNERS,
L.P., a Delaware limited partnership (the "Partnership"), having its principal
office at 0000 XxXxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, and U.S. TRUST
COMPANY OF TEXAS, N.A., as trustee under the Indenture referred to below (the
"Trustee").
RECITALS OF THE PARTNERSHIP
WHEREAS, the Partnership and the Guarantors have heretofore executed
and delivered to the Trustee the Indenture, dated as of January 29, 1999,
providing for the issuance from time to time of one or more series of the
Partnership's unsecured senior debentures, notes or other evidence of
indebtedness (the "Securities"), as amended by that certain First Supplemental
Indenture dated January 29, 1999 relating to $250,000,000 of the Partnership's
6.30% Senior Notes Due February 1, 2009 (collectively, the "Indenture"); and
WHEREAS, Section 1406 of the Indenture provides that the Guarantee of
the Securities by a Guarantor will be automatically released if the Guarantor no
longer is a guarantor of any Funded Debt of the Partnership other than the
Securities; provided that no Default or Event of Default shall have occurred and
be continuing; and
WHEREAS, the Guarantors have been released from their guarantees of all
Funded Debt of the Partnership other than the Securities and no Default or Event
of Default has occurred and is continuing:
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:
That in consideration of the premises, the Partnership covenants and
agrees with the Trustee, for the equal and proportionate benefit of all holders
of the Notes, as follows:
ARTICLE I
Release of Guarantors
SECTION 1.01 Pursuant to Section 1406 and Section 901(3) of the Indenture, the
Guarantors are released from their guarantees contained in Article XIV of the
Indenture and such Guarantees are no longer of any force or effect.
ARTICLE II
Miscellaneous
SECTION 2.01 The recitals contained herein shall be taken as the statements of
the Partnership, and the Trustee assumes no responsibility for their
correctness.
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The Trustee makes no representations as to the validity or sufficiency
of this Second Supplemental Indenture or the proper authorization or the due
execution hereof by the Partnership.
SECTION 2.02 Except as expressly supplemented and amended hereby, the Indenture
shall continue in full force and effect in accordance with the provisions
thereof, and the Indenture, as supplemented and amended hereby, is in all
respects hereby ratified and confirmed. This Second Supplemental Indenture and
all its provisions constitute an integral part of the Indenture in the manner
and to the extent herein and therein provided.
SECTION 2.03 This Second Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 2.04 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.
SECTION 2.05 Capitalized terms that are not defined in this Second Supplemental
Indenture shall have the meanings assigned to such terms in the Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.
XXXXXX XXXXXX ENERGY
PARTNERS, L.P.
By: Kinder Xxxxxx X.X., Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxxxxxx, Xx.
____________________________________
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President
U.S. TRUST COMPANY OF TEXAS, N.A.,
As Trustee
By: /s/ Xxxx Xxxxxx
____________________________________
Name: Xxxx Xxxxxx
Title: Vice President
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