EXHIBIT 4.E.2
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EL PASO ENERGY PARTNERS, L.P.
EL PASO ENERGY PARTNERS FINANCE CORPORATION, AS THE ISSUERS,
AND
THE SUBSIDIARIES PARTY HERETO, AS SUBSIDIARY GUARANTORS
AND
JPMORGAN CHASE BANK, A NEW YORK STATE BANKING CORPORATION,
AS SUCCESSOR TRUSTEE TO
THE CHASE MANHATTAN BANK, A NEW YORK STATE BANKING
CORPORATION, AS TRUSTEE
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FIFTH SUPPLEMENTAL INDENTURE
DATED AS OF JANUARY 1, 2003
TO
INDENTURE
DATED AS OF MAY 17, 2001
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8 1/2% SERIES A SENIOR SUBORDINATED NOTES DUE 2011
8 1/2% SERIES B SENIOR SUBORDINATED NOTES DUE 2011
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FIFTH SUPPLEMENTAL INDENTURE
THIS FIFTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"),
dated as of January 1, 2003 is by and among El Paso Energy Partners, L.P., a
Delaware limited partnership (the "Partnership"), El Paso Energy Partners
Finance Corporation, a Delaware corporation, the guarantor parties hereto, and
JPMorgan Chase Bank, a New York state banking corporation, as successor trustee
to The Chase Manhattan Bank, a New York state banking corporation, as Trustee.
W I T N E S S E T H:
WHEREAS, the Issuers, the Subsidiary Guarantors and the Trustee entered
into an Indenture, dated as of May 17, 2001 (as in effect on the date hereof,
the "INDENTURE"), relating to the 8 1/2% Series A Senior Subordinated Notes due
2011 and the 8 1/2% Series B Senior Subordinated Notes due 2011;
WHEREAS, the Partnership desires to designate EPN Alabama Intrastate,
L.L.C., a Delaware limited liability company (the "NEW GUARANTOR"), as a
Restricted Subsidiary and, accordingly, cause such subsidiary to become a
Subsidiary Guarantor under the Indenture pursuant to the terms of this
Supplemental Indenture;
WHEREAS, this Supplemental Indenture is executed and delivered pursuant
to Sections 4.14 and 11.01 of the Indenture;
WHEREAS, the Issuers, the Subsidiary Guarantors (which term includes
the New Guarantor) and the Trustee desire to enter into this Supplemental
Indenture to provide for the New Guarantor's guarantee of payment on the same
terms and conditions as the Guarantees by the other Subsidiary Guarantors; and
WHEREAS, all conditions precedent provided for in the Indenture
relating to this Supplemental Indenture have been complied with.
NOW, THEREFORE, in consideration of the premises herein contained, and
for other good and valuable considerations, the receipt and sufficiency of which
are hereby acknowledged, the Issuers, the Subsidiary Guarantors and the Trustee
mutually covenant and agree for the equal and proportionate benefit of all
Holders of the Notes as follows:
SECTION 1. INCORPORATION OF INDENTURE; DEFINITIONS
1.1 INCORPORATION OF INDENTURE. This Supplemental Indenture
constitutes a supplement to the Indenture, and the Indenture and this
Supplemental Indenture shall be read together and shall have effect so far as
practicable as though all of the provisions thereof and hereof are contained in
one instrument.
1.2 DEFINITIONS. All capitalized terms used herein and not
otherwise defined herein shall have the respective meanings assigned to such
terms in the Indenture.
SECTION 2. SUPPLEMENTAL PROVISIONS
2.1 UNCONDITIONAL GUARANTEE. Subject to the provisions of Article
11 of the Indenture, the New Guarantor shall be a Subsidiary Guarantor under the
terms of the Indenture and hereby, jointly and severally with the other
Subsidiary Guarantors, unconditionally guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of the Indenture,
the Notes or the Obligations of the Issuers under the Indenture or the Notes,
that: (a) the principal of, premium, interest and Liquidated Damages, if any, on
the Notes shall be promptly paid in full when due, whether at the maturity or
interest payment or mandatory redemption date, by acceleration, redemption or
otherwise, and interest on the overdue principal of, premium, interest and
Liquidated Damages, if any, on the Notes, if any, if lawful, and all other
Obligations of the Issuers to the Holders or the Trustee under the Indenture and
the Notes shall be promptly paid in full or performed, all in accordance with
the terms of the Indenture and the Notes; and (b) in case of any extension of
time of payment or renewal of any Notes or any of such other obligations, that
same shall be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at Stated Maturity, by acceleration
or otherwise. Failing payment when due of any amount so guaranteed or any
performance so guaranteed for whatever reason, the Subsidiary Guarantors shall
be jointly and severally obligated to pay the same immediately. The New
Guarantor hereby agrees that to the fullest extent permitted by applicable law,
its obligations under the Indenture shall be unconditional, irrespective of the
validity, regularity or enforceability of the Notes or the Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder
of the Notes with respect to any provisions of the Indenture and the Notes, the
recovery of any judgment against the Issuers, any action to enforce the same or
any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a Subsidiary Guarantor. To the fullest extent permitted
by applicable law, the New Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Issuers, any right to require a proceeding first against the
Issuers, protest, notice and all demands whatsoever and covenants that the
Guarantees shall not be discharged except by complete performance of the
obligations contained in the Notes and the Indenture.
If any Holder or the Trustee is required by any court or otherwise to
return to the Issuers or Subsidiary Guarantors, or any custodian, trustee,
liquidator or other similar official acting in relation to either the Issuers or
Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder,
these Guarantees, to the extent theretofore discharged, shall be reinstated in
full force and effect. The New Guarantor agrees that it shall not be entitled to
any right of subrogation in relation to the Holders in respect of any
Obligations guaranteed by the Indenture until payment in full of all Obligations
guaranteed by the Indenture.
The New Guarantor further agrees that, as between the Subsidiary
Guarantors, on the one hand, and the Holders and the Trustee, on the other hand,
(x) the maturity of the Obligations guaranteed by the Indenture may be
accelerated as provided in Article 6 of the Indenture for the purposes of these
Guarantees, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the Obligations guaranteed by the Indenture, and
(y) in the event of any declaration of acceleration of such Obligations as
provided in Article 6 of the Indenture, such Obligations (whether or not due and
payable) shall forthwith become due and
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payable by the Subsidiary Guarantors for the purpose of these Guarantees. The
New Guarantor agrees that the Subsidiary Guarantors shall have the right to seek
contribution from any non-paying Subsidiary Guarantor so long as the exercise of
such right does not impair the rights of the Holders under these Guarantees.
2.2 OTHER GUARANTEE TERMS. The New Guarantor hereby confirms,
adopts and acknowledges each of the provisions of the Indenture relating to the
Subsidiary Guarantors and the Guarantees, including, but not limited to,
Articles 4 and 11 thereof. In addition, the Guarantee of the New Guarantor
contained herein that was incurred pursuant to Section 4.14 of the Indenture
shall be automatically and unconditionally released upon the release or
discharge of the guarantee which resulted in the creation of such Guarantee,
except a discharge or release by, or as a result of payment under, such
guarantee.
SECTION 3. MISCELLANEOUS
3.1 COUNTERPARTS. This Supplemental Indenture may be signed in
counterparts and by the different parties hereto in separate counterparts, each
of which shall constitute an original and all of which together shall constitute
one and the same instrument.
3.2 SEVERABILITY. In case any provision in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
3.3 HEADINGS. The headings of the sections of this Supplemental
Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof and shall not modify or restrict any of the terms or
provisions hereof.
3.4 SUCCESSORS. All agreements of the Issuers and the Subsidiary
Guarantors in this Supplemental Indenture shall bind their respective
successors. All agreements of the Trustee in this Supplemental Indenture shall
bind its successors.
3.5 GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.
3.6 FULL FORCE AND EFFECT. The Indenture, as supplemented by this
Supplemental Indenture, remains in full force and effect and is hereby ratified
and confirmed as the valid and binding obligation of the parties hereto.
3.7 TRUSTEE. The Trustee accepts the modifications of trusts
referenced in the Indenture and effected by this Supplemental Indenture. Without
limiting the generality of the foregoing, the Trustee assumes no responsibility
for the correctness of the recitals herein contained, which shall be taken as
the statements of the Issuers and the Subsidiary Guarantors, and the Trustee
shall not be responsible or accountable in any way whatsoever for or with
respect to the validity
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or execution or sufficiency of this Supplemental Indenture, and the Trustee
makes no representation with respect thereto.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the parties hereto have executed this Supplemental
Indenture as of the date first above written.
EL PASO ENERGY PARTNERS, L.P. EL PASO ENERGY PARTNERS
by its general partner FINANCE CORPORATION
EL PASO ENERGY PARTNERS
COMPANY
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxxx
Title:Vice President and Chief Financial Title:Vice President and Chief
Officer Financial Officer
XX XXXXXX XXXXX BANK, as successor trustee
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Vice President
NEW GUARANTOR:
EL PASO SOUTH TEXAS, L.P.
By:El Paso Energy Partners Oil Transport, L.L.C.,
its general partner
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title:Vice President and Chief Financial Officer
Each of the undersigned hereby ratifies and confirms its respective obligations
under the Indenture, as supplemented by this Supplemental Indenture:
CRYSTAL HOLDING, L.L.C.*
CHACO LIQUIDS PLANT TRUST
By:EL PASO ENERGY PARTNERS OPERATING COMPANY, L.L.C., in its
capacity as trustee of the Chaco Liquids Plant Trust*
EL PASO ENERGY INTRASTATE, L.P.*
EL PASO ENERGY PARTNERS DEEPWATER, L.L.C.*
EL PASO ENERGY PARTNERS OIL TRANSPORT, L.L.C.*
EL PASO ENERGY PARTNERS OPERATING COMPANY, L.L.C.*
EL PASO ENERGY WARWINK I COMPANY, L.P.*
EL PASO ENERGY WARWINK II COMPANY, L.P.*
EL PASO OFFSHORE GATHERING & TRANSMISSION, L.P.*
EL PASO SOUTH TEXAS, L.P.*
EPGT TEXAS PIPELINE, L.P.*
EPN FIELD SERVICES, L.L.C. (formerly Delos Offshore Company,
L.L.C. and the surviving entity from its mergers with Argo,
L.L.C.; Argo I, L.L.C.; Argo II, L.L.C.; East Breaks
Gathering Company, L.L.C.; El Paso Energy Partners
Deepwater, L.L.C.; El Paso Hub Services Company, L.L.C.; VK-
Deepwater Gathering Company, L.L.C. and VK Deepwater
Gathering Company, L.L.C. and VK-Main Pass Gathering
Company, L.L.C.)**
EPN GATHERING AND TREATING COMPANY, L.P.*
EPN GATHERING AND TREATING GP HOLDING, L.L.C.*
EPN GP HOLDING, L.L.C.*
EPN GP HOLDING I, L.L.C.*
EPN GULF COAST, L.P. (formerly Green Canyon Pipe Line Company,
L.P.)*
EPN HOLDING COMPANY, L.P.*
EPN HOLDING COMPANY I, L.P.*
EPN NGL STORAGE, L.L.C.*
EPN PIPELINE GP HOLDING, L.L.C.*
FIRST RESERVE GAS, L.L.C.*
FLEXTREND DEVELOPMENT COMPANY, L.L.C.*
HATTIESBURG GAS STORAGE COMPANY*
HATTIESBURG INDUSTRIAL GAS SALES, L.L.C.*
HIGH ISLAND OFFSHORE SYSTEM, L.L.C.
By:EL PASO ENERGY PARTNERS, L.P., its sole member*
MANTA RAY GATHERING COMPANY, L.L.C.*
PETAL GAS STORAGE, L.L.C.*
POSEIDON PIPELINE COMPANY, L.L.C.*
WARWINK GATHERING AND TREATING COMPANY*
*By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Vice President and Chief Financial Officer
