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EXHIBIT 4(l)
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TRANSCO ENERGY COMPANY
THE XXXXXXXX COMPANIES, INC.
and
THE BANK OF NEW YORK
Trustee
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FIFTH SUPPLEMENTAL INDENTURE
Dated as of May 1, 1995
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Supplementing the Indenture dated as of
May 1, 1990, as amended
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FIFTH SUPPLEMENTAL INDENTURE
FIFTH SUPPLEMENTAL INDENTURE (the "Fifth Supplemental
Indenture"), dated as of May 1, 1995, by and among Transco Energy
Company, a Delaware corporation ("Transco"), The Xxxxxxxx Companies,
Inc., a Delaware corporation ("Xxxxxxxx"), and The Bank of New York, a
New York banking corporation, as Trustee (the "Trustee").
WITNESSETH:
WHEREAS, Transco and the Trustee have entered into an
Indenture dated as of May 1, 1990 (as amended by a First Supplemental
Indenture dated as of June 20, 1990, a Second Supplemental Indenture
dated as of November 29, 1990, a Third Supplemental Indenture dated as
of April 23, 1991 and a Fourth Supplemental Indenture dated as of
August 22, 1991, the "Indenture"), pursuant to which Indenture Transco
has issued certain 9 5/8% Notes due 2000, 9 7/8% Debentures due 2020, 9
1/2% Notes due 1995, 9 1/8% Notes due 1998 and 9 3/8% Notes due 2001
(collectively, the "Notes"); and
WHEREAS, Xxxxxxxx desires to assume, pursuant hereto and
effective as of the date hereof, all of Transco's obligations in
respect of the Notes in connection with the transfer (the "Transfer")
of certain of Transco's assets to Xxxxxxxx following the merger of WC
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary
of Xxxxxxxx ("Sub"), with and into Transco pursuant to an Agreement and
Plan of Merger dated as of December 12, 1994 by and among Transco,
Xxxxxxxx and Sub; and
WHEREAS, pursuant to the Transfer, Transco will assign and
transfer to Xxxxxxxx all of the outstanding capital stock of Texas
Gas Transmission Corporation, Transcontinental Gas Pipe Line
Corporation, Transco Gas Marketing Company and Transco Coal Company,
each a Delaware corporation and a wholly-owned subsidiary of Transco,
such subsidiaries constituting the properties and assets of Transco
substantially as an entirety; and
WHEREAS, Article Thirteen of the Indenture requires, in the
event of a transfer of Transco's properties and assets substantially
as an entirety, that the successor to such assets expressly assume, by
supple-
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mental indenture, certain of Transco's obligations in respect of the
Notes.
NOW, THEREFORE, for and in consideration of the premises and
the mutual covenants contained herein and in the Indenture and for
other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Transco, Xxxxxxxx, and the Trustee
hereby agree as follows:
Section 1. Definitions. Capitalized terms which are used but
not defined herein shall have the meanings ascribed to such terms in
the Indenture.
Section 2. Assumption of Certain Obligations.
(a) Xxxxxxxx hereby expressly assumes (i) the due and
punctual payment of the principal of, premium, if any, on, interest
on, and any Additional Amounts payable under Section 6.09 of the
Indenture in respect of, the Notes and (ii) the performance of all of
the covenants provided for in the Indenture to be performed or
observed by Transco.
(b) Transco and the Trustee hereby acknowledge that
Xxxxxxxx shall succeed to, and be substituted for, and may exercise
every right and power of, Transco under the Indenture with the same
effect as if Xxxxxxxx had been named therein.
Section 3. Effect of Fifth Supplemental Indenture. From and
after the execution and delivery of this Fifth Supplemental
Indenture, the Indenture shall be deemed to be modified as herein
provided, but except as modified hereby, the Indenture shall continue
in full force and effect. The Indenture as modified hereby shall be
read, taken and construed as one and the same instrument.
Section 4. Notice. Any notice or communication by the Trustee
to Xxxxxxxx is duly given if in writing and delivered in person or by
express mail service to the address set forth below:
The Xxxxxxxx Companies, Inc.
Xxx Xxxxxxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000
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Attention: General Counsel
Section 5. Governing Law. This Fifth Supplemental
Indenture shall be governed by and construed in accordance with the
laws of the State of New York (regardless of the laws that might
otherwise govern under applicable principles of conflicts of laws) as
to all matters, including, without limitation, matters of validity,
construction, effect, performance and remedies.
Section 6. Counterparts. This Fifth Supplemental
Indenture may be executed in any number of counterparts, each of
which; when so executed and delivered, shall be an original, but such
counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, each of Transco, Xxxxxxxx and the Trustee
has caused this Fifth Supplemental Indenture to be executed on its
behalf by its duly authorized officer and has caused its official
seal to be impressed hereon and attested by one of its duly authorized
officers, all as of the day and year first above written.
[SEAL] TRANSCO ENERGY COMPANY
Attest
/s/ XXXXX X. XXXXX By: /s/ XXXX X. XXXXXXXX
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Name: Xxxxx X. Xxxxx Name: Xxxx X. XxXxxxxx
Title: Assistant Secretary Title: Vice-President
[SEAL] THE XXXXXXXX COMPANIES, INC.
Attest
/s/ XXXXX X. XXXXX By: /s/ XXXX X. XXXXXXXX
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Name: Xxxxx X. Xxxxx Name: Xxxx X. XxXxxxxx
Title: Assistant Secretary Title: Senior Vice-President
Finance and Chief
Financial Officer
[SEAL] THE BANK OF NEW YORK, AS TRUSTEE
Attest
By:/s/ XXXXXX X. XXXXXXXX
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/s/ XXXXX X. XXXXXXXX Name: Xxxxxx X. XxXxxxxx
-------------------------- Title: Assistant Vice President
Name: Xxxxx X. Xxxxxxxx
Title: Assistant Treasurer
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