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EXHIBIT 4.14
FIRST AMENDMENT TO DECLARATION OF TRUST
THIS FIRST AMENDMENT TO DECLARATION OF TRUST, dated as of August 5,
1998 (the "First Amendment"), is among EL PASO ENERGY CORPORATION, a Delaware
corporation ("El Paso Energy" and hereinafter the "Sponsor"), Chase Manhattan
Bank Delaware, as Delaware trustee (the "Delaware Trustee"), and the
administrative trustees named on the signature page hereto (the "Administrative
Trustees"), and amends to the extent specified below the Declaration (as defined
herein).
W I T N E S S E T H :
WHEREAS, El Paso Natural Gas Company ("EPNG"), the Delaware Trustee and
the Administrative Trustees are parties to that certain Declaration of Trust of
El Paso Energy Capital Trust II (the "Trust") dated as of December 11, 1997 (the
"Declaration"); and
WHEREAS, EPNG recently caused El Paso Energy to be formed as a wholly
owned subsidiary of EPNG and then caused El Paso Energy to form El Paso Energy
Merger Company as a Delaware corporation and wholly owned subsidiary of El Paso
Energy ("Merger Sub"); and
WHEREAS, in accordance with that certain Reorganization Agreement,
dated as of July 16, 1998, among EPNG, El Paso Energy and Merger Sub, and
pursuant to that certain Agreement and Plan of Merger, dated as of July 16,
1998, among EPNG, El Paso Energy and Merger Sub, effective as of 12:01 a.m.,
Eastern Daylight Time, on August 1, 1998 EPNG merged (the "Merger") with Merger
Sub, with EPNG continuing as the surviving corporation of the Merger and each
outstanding share (or fraction thereof) of the common stock, par value $3.00 per
share, of EPNG being converted into a share (or equal fraction thereof) of
common stock, par value $3.00 per share, of El Paso Energy; and
WHEREAS, as a result of the Merger, El Paso Energy has become the
holding company of EPNG, and such holding company reorganization was effected in
accordance with Section 251(g) of the Delaware General Corporation Law; and
WHEREAS, the parties hereto desire to amend the Declaration in order to
substitute El Paso Energy for EPNG as sponsor of the Trust pursuant to such
holding company reorganization; and
WHEREAS, the entry into this First Amendment by the parties hereto is
in all respects authorized by the provisions of the Declaration; and
WHEREAS, all things necessary to make this First Amendment a valid
agreement according to its terms have been done.
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NOW, THEREFORE, for and in consideration of the premises, El Paso
Energy, the Delaware Trustee and the Administrative Trustees mutually covenant
and agree for the equal and proportionate benefit of the respective Holders from
time to time of the Trust Securities as follows:
ARTICLE 1
SECTION 1.01. Substitution of El Paso Energy. El Paso Energy does
hereby agree to succeed to and be substituted for EPNG under the Declaration
with the same effect as if it had been named originally therein as the Sponsor.
ARTICLE 2
MISCELLANEOUS
SECTION 2.01. Other Terms of Declaration. Except insofar as herein
otherwise expressly provided, all the provisions, terms and conditions of the
Declaration are in all respects ratified and confirmed and shall remain in full
force and effect.
SECTION 2.02. Terms Defined. All terms defined elsewhere in the
Declaration shall have the same meanings when used herein.
SECTION 2.03. Multiple Counterparts. This First Amendment may be
executed in any number of counterparts, each of which shall be deemed to be an
original for all purposes, but such counterparts shall together be deemed to
constitute but one and the same instrument.
SECTION 2.04. Responsibility of Delaware Trustee. The recitals
contained herein shall be taken as the statements of El Paso Energy, and the
Delaware Trustee assumes no responsibility for the correctness of the same. The
Delaware Trustee makes no representations as to the validity or sufficiency of
this First Amendment.
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IN WITNESS WHEREOF, this First Amendment has been duly executed by El
Paso Energy, the Delaware Trustee and the Administrative Trustees effective as
of the day and year first written above.
EL PASO ENERGY CORPORATION,
as sponsor of EL PASO ENERGY CAPITAL TRUST II
By: /s/ H. Xxxxx Xxxxxx
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Title: Executive Vice President and
Chief Financial Officer
CHASE MANHATTAN BANK
DELAWARE, as Delaware Trustee
By: /s/ Xxxxx Xxxxx
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Title: Trust Officer
/s/ H. Xxxxx Xxxxxx
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H. Xxxxx Xxxxxx, as Administrative
Trustee
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, as Administrative
Trustee
/s/ C. Xxxx Xxxx
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C. Xxxx Xxxx, as Administrative Trustee
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