HSBC BANK USA, NATIONAL
ASSOCIATION
THIRTEENTH SUPPLEMENTAL
INDENTURE
$600,000,000 7.25% Senior Notes due
2018
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Page
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ARTICLE 1
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Relation to
Indenture; Definitions
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Section 1.01 . Relation to
Indenture
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2
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Section 1.02 .
Definitions
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2
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Section 1.03 . General
References
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2
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ARTICLE 2
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Terms and
Issuance
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Section 2.01. Issue of
Notes
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2
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Section 2.02. Form of Notes,
Authentication Certificate
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2
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Section 2.03. Additional
Notes
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2
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ARTICLE 3
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Miscellaneous
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Section 3.01 . Certain Trustee
Matters
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3
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Section 3.02 . Continued
Effect
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3
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Section 3.03 . Provisions Binding on
Company’s Successors
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3
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Section 3.04 . Governing
Law
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3
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Section 3.05 .
Counterparts
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3
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A-1
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THIRTEENTH
SUPPLEMENTAL INDENTURE , dated as of May 30, 2008 (this
“ Supplemental Indenture ”), between EL PASO
CORPORATION , a Delaware corporation (the “
Company ”), and HSBC BANK USA, NATIONAL
ASSOCIATION , a national banking association, as
successor-in-interest to JPMorgan Chase Bank (formerly The Chase
Manhattan Bank), as trustee under the Indenture referred to below
(in such capacity, the “ Trustee ”).
WHEREAS, the
Company and the Trustee are parties to an Indenture dated as of
May 10, 1999 (as amended and supplemented from time to time,
the “ Indenture ”), providing for the issuance
from time to time of one or more series of the Company’s
unsecured debentures, notes or other evidences of indebtedness (the
“ Securities ”), the terms of which are to be
determined as set forth in Section 301 of the Indenture;
and
WHEREAS, pursuant
to Section 901 of the Indenture, without the consent of any
Holders, the Company and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental to the
Indenture to establish the form or terms of securities of any
series as permitted by Sections 201 and 301 of the Indenture;
and
WHEREAS, pursuant
to this Supplemental Indenture, the Company desires to create a new
series of Securities under the Indenture, to be titled the 7.25%
Senior Notes due 2018 in an initial aggregate principal amount of
$600,000,000 (the “ Notes ”) and to establish
the forms and the terms and conditions thereof;
WHEREAS, all
action on the part of the Company necessary to authorize the
issuance of the Notes under the Indenture and this Supplemental
Indenture has been duly taken; and
WHEREAS, all acts
and things necessary to make the Notes, when executed by the
Company and authenticated and delivered by the Trustee as provided
in the Indenture and this Supplemental Indenture, the valid and
binding obligations of the Company and to make this Supplemental
Indenture a valid and binding agreement in accordance with the
Indenture have been done and performed;
NOW, THEREFORE, in
consideration of the premises, agreements and obligations set forth
herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree, for the equal and proportionate benefit of all
Holders of the Notes, as follows:
1
ARTICLE 1
Relation to Indenture;
Definitions
Section 1.01
. Relation to Indenture. With respect to the Notes, this
Supplemental Indenture constitutes an integral part of the
Indenture.
Section 1.02
. Definitions. For all purposes of this Supplemental
Indenture, except as otherwise expressly provided herein,
capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned thereto in the
Indenture.
Section 1.03
. General References. All references in this Supplemental
Indenture to Articles and Sections, unless otherwise specified,
refer to the corresponding Articles and Sections of this
Supplemental Indenture; and the terms “ herein
”, “ hereof” , “ hereunder
” and any other word of similar import refers to this
Supplemental Indenture.
ARTICLE 2
Terms and
Issuance
Section 2.01.
Issue of Notes . A new series of Securities is to be issued
under the Indenture as supplemented by this Supplemental Indenture.
The series shall be titled the “7.25% Senior Notes due
2018.”
Section 2.02.
Form of Notes, Authentication Certificate . The new series
of Notes initially shall be issuable in the form of one or more
Global Securities, registered in the name of the Depositary or its
nominee. The Depository Trust Company shall be the Depositary for
such Global Securities. The form and terms of the Notes and the
Trustee’s certificate of authentication shall be
substantially as set forth in Exhibit A hereto. Except as
otherwise provided herein, the Notes shall in all respects be
subject to the terms, conditions and covenants of the Indenture as
supplemented by this Supplemental Indenture (including the
applicable form of Note set forth as Exhibit A hereto (the
terms of which are incorporated in and made a part of this
Supplemental Indenture for all intents and purposes)). In the event
of any inconsistency between the provisions of this Supplemental
Indenture and the provisions of the Indenture, the provisions of
this Supplemental Indenture shall be controlling with respect to
the Notes.
Section 2.03.
Additional Notes . The Company will initially issue
$600,000,000 aggregate principal amount of the Notes. The Notes may
be reopened, without the consent of the Holders thereof, for
increases in the aggregate principal amount of the Notes and
issuance of additional Notes. Any additional Notes shall be
consolidated and form a single series with, and shall have the same
terms as to status, redemption or otherwise as the Notes then
outstanding, except for issue date, issue price and, if applicable,
first interest
2
payment date.
No additional Notes may be issued if an Event of Default under the
Indenture has occurred and is continuing with respect to the
Notes.
Section 3.01
. Certain Trustee Matters. The recitals contained herein
shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for their correctness. The Trustee makes
no representations as to the validity or sufficiency of this
Supplemental Indenture or the Notes or the proper authorization or
the due execution hereof or thereof by the Company.
Section 3.02
. Continued Effect. Except as expressly supplemented and
amended by this Supplemental Indenture, the Indenture shall
continue in full force and effect in accordance with the provisions
thereof, and the Indenture (as further supplemented and amended by
this Supplemental Indenture) is in all respects hereby ratified and
confirmed. This Supplemental Indenture and all its provisions shall
be deemed a part of the Indenture in the manner and to the extent
herein and therein provided.
Section 3.03
. Provisions Binding on Company’s Successors. All the
covenants, stipulations, promises and agreements in this
Supplemental Indenture contained by the Company shall bind its
successors and assigns whether so expressed or not.
Section 3.04
. Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE NOTES
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.
Section 3.05
. Counterparts. 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.
3
IN WITNESS
WHEREOF, the parties hereto have caused this Supplemental Indenture
to be duly executed and delivered, all as of the day and year first
above written.
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EL PASO
CORPORATION
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By:
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/s/ John J.
Hopper
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John J.
Hopper
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Vice President
and Treasurer
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HSBC BANK USA,
NATIONAL ASSOCIATION
as Trustee
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By:
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/s/
Herawattee Alli
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Authorized
Signatory
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[Signature Page of Thirteenth
Supplemental Indenture]
4
[THIS SECURITY IS
A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR
REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF,
ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO
SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY
AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR
IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL
SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.
UNLESS THIS
SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.] 1
7.25% SENIOR NOTE DUE
2018
EL PASO
CORPORATION, a corporation duly incorporated and existing under the
laws of Delaware (herein called the “ Company ”,
which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to
pay to [CEDE & Co.] 2 ,
or registered assigns, the principal sum of
United States Dollars on June 1, 2018 and to pay
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1
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Insert in
Global Securities only.
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2
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Insert in
Global Securities only.
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A-1
interest
thereon from May 30, 2008, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for,
semi-annually in arrears on June 1 and December 1 of each year,
commencing December 1, 2008, at the rate of 7.25% per annum,
until the principal hereof is paid or made available for payment.
The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the
May 15 or November 15 (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date. Any
such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record
Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at
the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice of which
shall be given to Holders of Securities of this series not less
than 10 days prior to such Special Record Date, or be paid at any
time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of
this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in such Indenture.
Interest will be payable on overdue interest to the extent
permitted by law at the same rate as interest is payable on
principal.
[Payment of the
principal of (and premium, if any) and interest on this Security
will be made by transfer of immediately available funds to a bank
account in New York, New York designated by the Holder in such coin
or currency of the United States of America as at the time of
payment is legal tender for payment of public and private
debts.] 3
[Payment of the
principal of (and premium, if any) and interest on this Security
will be made at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, The City of New York, in
such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private
debts; provided, however, that payment of interest may be made at
the option of the Company by check mailed to the addresses of the
Persons entitled thereto as such addresses shall appear in the
Security
Register.] 4
Reference is
hereby made to the further provisions of this Security set forth on
the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
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3
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Insert in
Global Securities only.
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4
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Insert in
Definitive Securities only.
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A-2
Unless the
certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.
A-3
IN WITNESS
WHEREOF, the Company has caused this instrument to be duly
executed.
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Dated:
EL PASO CORPORATION
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By:
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Name:
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Title:
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This is one of the
Securities of the series designated therein referred to in the
within-mentioned Indenture.
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HSBC Bank USA,
National Association, as
Trustee
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By:
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Authorized
Signatory
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A-4
El Paso Corporation
7.25% Senior Note due 2018
This Security is
one of a d
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