EXHIBIT 4.19
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NGC CORPORATION,
THE SUBSIDIARY GUARANTORS
NAMED HEREIN
AND
THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE
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SIXTH SUPPLEMENTAL INDENTURE
Dated as of January 5, 1998
________________
Supplementing and Amending the Indenture
dated as of
December 11, 1995
THIS SIXTH SUPPLEMENTAL INDENTURE, dated as of January 5, 1998, is among
NGC Corporation, a corporation duly organized and existing under the laws of the
State of Delaware (herein called the "Company"), having its principal office at
0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, the Subsidiary
Guarantors parties hereto (the "Subsidiary Guarantors") and The First National
Bank of Chicago, a national banking association, as Trustee (herein called the
"Trustee"). Any capitalized term used in this Sixth Supplemental Indenture and
not defined herein shall have the meaning specified in the Original Indenture
(as defined below).
RECITALS OF THE COMPANY
The Company and each of the Initial Subsidiary Guarantors heretofore have
made, executed and delivered to the Trustee an Indenture dated as of December
11, 1995 (the "Original Indenture") to provide for the issuance from time to
time of unsecured debentures, notes or other evidences of indebtedness of the
Company (herein called the "Securities"), to be issued in one or more series as
provided in the Original Indenture.
The Company's obligations under the Original Indenture and the Securities
are guaranteed by the Subsidiary Guarantors.
The Company has duly authorized and issued a series of $150,000,000
aggregate principal amount of its 6 3/4% Senior Notes due December 15, 2005 (the
"Notes") as Securities pursuant to the Original Indenture.
Pursuant to a First Supplemental Indenture dated as of August 31, 1996 (the
"First Supplemental Indenture"), (i) Xxxxxx Petroleum Company, Limited
Partnership, a Delaware limited partnership ("Xxxxxx Petroleum"), (ii) WPC LP,
Inc., a Delaware corporation ("WPC"), and (iii) WTLPS, Inc., a Delaware
corporation ("WTLPS"), each became an Additional Subsidiary Guarantor.
Pursuant to a Second Supplemental Indenture dated as of October 11, 1996
(the "Second Supplemental Indenture"), Electric Clearinghouse, Inc. ("ECI")
became an Additional Subsidiary Guarantor.
Pursuant to a Third Supplemental Indenture dated as of April 23, 1997 (the
"Third Supplemental Indenture"), (i) Xxxxxx Petroleum was reclassified as an
Initial Subsidiary Guarantor rather than an Additional Subsidiary Guarantor,
(ii) Xxxxxx Energy Resources, Limited Partnership, Xxxxxx Gas Marketing, Inc.,
Xxxxxx NGL Pipeline Company, Kansas Gas Supply Corporation, Xxxxxx Intrastate
Gas Supply, Inc., NGC Great Britain Ltd., NGC Canada, Inc. and NGC Futures, Inc.
were each reclassified as Additional Subsidiary Guarantors rather than Initial
Subsidiary Guarantors and (iii) NGC Storage, Inc., HUB Services, Inc. and NGC
Anadarko Gathering Systems, Inc. were permanently released as Subsidiary
Guarantors of the Securities. In addition, the names of certain Subsidiary
Guarantors were changed in the Third Supplemental Indenture.
Pursuant to a Fourth Supplemental Indenture dated as of June 30, 1997 (the
"Fourth Supplemental Indenture"), Destec Energy, Inc. ("Destec") became an
Additional Subsidiary Guarantor.
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Pursuant to a Fifth Supplemental Indenture dated as of September 30, 1997
(the "Fifth Supplemental Indenture"), NGC Futures, Inc.; Electric Clearinghouse,
Inc.; Kansas Gas Supply Corporation; NGC Great Britain Ltd.; NGC Canada, Inc.;
Xxxxxx Gas Marketing, Inc.; Xxxxxx Intrastate Gas Supply, Inc.; Xxxxxx NGL
Pipeline Company; WPC LP, Inc.; and WTLPS, Inc. were permanently released as
Subsidiary Guarantors of the Securities.
Section 902 of the Original Indenture provides that under certain
conditions, the Company, the Subsidiary Guarantors and the Trustee, may, with
the consent of the Holders of a majority in principal amount of the Outstanding
Securities, by Act of said Holders, from time to time enter into an indenture
supplemental thereto, for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Original Indenture or of
modifying in any manner the rights of the Holders of Securities.
It is deemed necessary and desirable to supplement and amend the Original
Indenture in accordance with Section 902 of the Original Indenture to (i)
reclassify all of the Initial Subsidiary Guarantors as Additional Subsidiary
Guarantors, (ii) delete all references and provisions relating to Initial
Subsidiary Guarantors and (iii) permit the deletion of all references and
provisions relating to Subsidiary Guarantees and Subsidiary Guarantors in the
event that all Additional Subsidiary Guarantors are permanently released under
the Indenture.
The approval of the substance of this Sixth Supplemental Indenture by the
Holders of at least a majority in principal amount of the Outstanding Notes has
been embodied in and evidenced by that certain Consent Letter relating to the
Consent Solicitation Statement dated December 4, 1997 issued by the Company
relating to the Notes.
The Original Indenture, as so supplemented and amended by the First
Supplemental Indenture, the Second Supplemental Indenture, the Third
Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth
Supplemental Indenture and this Sixth Supplemental Indenture, being sometimes
referred to herein as the "Indenture".
The Company has delivered to the Trustee an Opinion of Counsel stating that
the execution by the Company and the Subsidiary Guarantors of this Sixth
Supplemental Indenture is authorized and permitted by the Indenture and that
this Sixth Supplemental Indenture has been duly authorized and executed by the
Company and the Subsidiary Guarantors.
All things necessary to make this Sixth Supplemental Indenture and the
Original Indenture a valid agreement of the Company and each of the Subsidiary
Guarantors, in accordance with its terms, have been done.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Securities
(together with the related Subsidiary Guarantees) by the Holders thereof, it is
mutually agreed, for the equal and proportionate benefit of all Holders of the
Securities or of a series thereof (together with the related Subsidiary
Guarantees), as follows:
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ARTICLE ONE
MODIFICATION OF THE INDENTURE
SECTION 1.1. AMENDMENTS TO SECTION 101 OF THE INDENTURE.
(a) The definition of "Additional Subsidiary Guarantors" is hereby amended
to read in its entirety as follows:
"Additional Subsidiary Guarantors" means (i) Clearinghouse,
Xxxxxx NGL, Xxxxxx Energy Resources, Xxxxxx Liquids, NGC Oil Trading,
Xxxxxx Petroleum and Destec and (ii) any Subsidiary (direct or
indirect) of the Company that delivers a Subsidiary Guarantee pursuant
to Section 1505 hereof, and each of their respective successors and
assigns.
(b) The definition of "Destec" is hereby added to Section 101 to read in
its entirety as follows:
"Destec" means Destec Energy, Inc., a Delaware corporation.
(c) The definition of "Initial Subsidiary Guarantors" is hereby deleted in
its entirety from Section 101 of the Indenture.
(d) The definition of "Subsidiary Guarantor" is hereby amended to read in
its entirety as follows:
"Subsidiary Guarantor" means each Additional Subsidiary
Guarantor, if any, but excluding any Subsidiary of the Company
released from its Subsidiary Guarantee pursuant to Section 805 or
Section 1505 (unless such Subsidiary becomes an Additional Subsidiary
Guarantor pursuant to Section 1505 subsequent to such release).
SECTION 1.2. AMENDMENTS TO SECTION 901 OF THE INDENTURE. A new clause
(13) is hereby added to Section 901 of the Indenture. The word "or" at the end
of clause (11) of Section 901 of the Indenture is hereby deleted. The period at
the end of clause (12) of Section 901 of the Indenture is hereby deleted and
replaced with a semi-colon and the word "or." The new clause (13) shall read in
its entirety as follows:
(13) to permanently remove any definitions, references,
provisions or sections relating to Subsidiary Guarantors or Subsidiary
Guarantees at any time that all Additional Subsidiary Guarantors are
or have been released pursuant to Section 1506 hereof.
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ARTICLE TWO
ADDITIONAL REPRESENTATIONS
AND COVENANTS OF THE COMPANY
AND THE SUBSIDIARY GUARANTORS
SECTION 2.1 AUTHORITY OF THE COMPANY. The Company represents and
warrants that it is duly authorized by a resolution of the Board of Directors to
execute and deliver this Sixth Supplemental Indenture, and all corporate action
on its part required for the execution and delivery of this Sixth Supplemental
Indenture has been duly and effectively taken.
SECTION 2.2 AUTHORITY OF SUBSIDIARY GUARANTORS. Each of the Subsidiary
Guarantors represents and warrants that it is duly authorized by a resolution of
its respective Board of Directors to execute and deliver this Sixth Supplemental
Indenture, and all corporate action on the part of each required for the
execution and delivery of this Sixth Supplemental Indenture has been duly and
effectively taken.
SECTION 2.3 RECITALS AND STATEMENTS. The Company warrants that the
recitals of fact and statements contained in this Sixth Supplemental Indenture
are true and correct, and that the recitals of fact and statements contained in
all certificates and other documents furnished hereunder will be true and
correct.
ARTICLE THREE
CONCERNING THE TRUSTEE
SECTION 3.1 ACCEPTANCE OF TRUSTS. The Trustee accepts the trust
hereunder and agrees to perform the same, but only upon the terms and conditions
set forth in the Indenture, to all of which the Company, the Subsidiary
Guarantors and the respective Holders of Securities at any time hereafter
outstanding agree by their acceptance thereof.
SECTION 3.2 RESPONSIBILITY OF TRUSTEE FOR RECITALS, ETC. The recitals
and statements contained in this Sixth Supplemental Indenture shall be taken as
the recitals and statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Sixth Supplemental
Indenture, except that the Trustee is duly authorized to execute and deliver
this Sixth Supplemental Indenture.
ARTICLE FOUR
MISCELLANEOUS PROVISIONS
SECTION 4.1 RELATION TO THE INDENTURE. The provisions of this Sixth
Supplemental Indenture shall become effective immediately upon the execution and
delivery hereof. This Sixth Supplemental Indenture and all the terms and
provisions herein contained shall form a part of the
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Indenture as fully and with the same effect as if all such terms and provisions
had been set forth in the Original Indenture. The Original Indenture is hereby
ratified and confirmed and shall remain and continue in full force and effect in
accordance with the terms and provision thereof, as supplemented and amended by
the First Supplemental Indenture, the Second Supplemental Indenture, the Third
Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth
Supplemental Indenture and this Sixth Supplemental Indenture. The Original
Indenture as so supplemented shall be read, taken and construed together as one
instrument.
SECTION 4.2 COUNTERPARTS OF SIXTH SUPPLEMENTAL INDENTURE. This Sixth
Supplemental Indenture may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
SECTION 4.3 GOVERNING LAW. This Sixth Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to principles of conflicts of laws.
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IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental
Indenture to be duly executed, all as of the day and year first above written.
COMPANY
NGC CORPORATION
By:
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Xxxxxx X. Xxxx, Xx.
Vice President and Treasurer
SUBSIDIARY GUARANTORS
NATURAL GAS CLEARINGHOUSE
By: Clearinghouse Holdings, Inc., its general partner
XXXXXX NGL, INC.
XXXXXX ENERGY RESOURCES, LIMITED PARTNERSHIP
By: Xxxxxx Energy, Inc., its general partner
XXXXXX GAS LIQUIDS, INC.
NGC OIL TRADING AND TRANSPORTATION, INC.
XXXXXX PETROLEUM COMPANY, LIMITED PARTNERSHIP
By: Xxxxxx Petroleum G.P., Inc., its general partner
DESTEC ENERGY, INC.
By:
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Xxxxxx X. Xxxx, Xx.
Vice President and Treasurer
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TRUSTEE
THE FIRST NATIONAL BANK OF CHICAGO
By
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Name:
Title:
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