AND CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, AS TRUSTEE FIRST SUPPLEMENTAL INDENTURE DATED AS OF JUNE 30, 1999

EXHIBIT 4.2

================================================================================

LEVIATHAN GAS PIPELINE PARTNERS, L.P.
LEVIATHAN FINANCE CORPORATION, AS THE ISSUERS,

AND

THE SUBSIDIARIES PARTY HERETO, AS SUBSIDIARY GUARANTORS

AND

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, AS TRUSTEE

--------------------

FIRST SUPPLEMENTAL INDENTURE

DATED AS OF JUNE 30, 1999

INDENTURE

DATED AS OF MAY 27, 1999

--------------------

$175,000,000

10 3/8% SENIOR SUBORDINATED NOTES DUE 2009, SERIES A
10 3/8% SENIOR SUBORDINATED NOTES DUE 2009, SERIES B

================================================================================

FIRST SUPPLEMENTAL INDENTURE

THIS FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"),
dated as of June 30, 1999, is by and among Leviathan Gas Pipeline Partners,
L.P., a Delaware limited partnership, Leviathan Finance Corporation, a Delaware
corporation, the guarantor parties hereto, and Chase Bank of Texas, National
Association, a national banking association, as trustee.

W I T N E S S E T H:

WHEREAS, the Issuers (herein defined), the Subsidiary Guarantors
(herein defined) and the Trustee (herein defined) entered into an Indenture,
dated as of May 27, 1999 (the "Indenture"), relating to $175,000,000 of the
Company's 10 3/8% Senior Subordinated Notes due 2009;

WHEREAS, the Partnership (herein defined) has formed the following
Restricted Subsidiaries (herein defined), each of which will become Subsidiary
Guarantors under the Indenture pursuant to the terms of this Supplemental
Indenture: (i) Leviathan Operating Company, L.L.C., a Delaware limited liability
company, (ii) Naloco, L.L.C., a Delaware limited liability company, and (iii)
Natoco, L.L.C., a Delaware limited liability company (collectively, the "New
Guarantors");

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 Guarantors) and the Trustee desire to enter into this Supplemental
Indenture to provide for the Guarantor's guarantee of the payment of securities
on the same terms and conditions as the Guarantees by the other Subsidiary
Guarantors;

WHEREAS, all conditions precedent provided for in the Indenture
relating to this Supplemental Indenture have been complied with; and

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 (herein defined) of the Notes (herein defined) 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.

1
3

SECTION 2. SUPPLEMENTAL PROVISIONS

2.1 UNCONDITIONAL GUARANTEE. Subject to the provisions of Article 11 of
the Indenture, each of the New Guarantors shall be a Subsidiary Guarantor under
the terms of the Indenture and each hereby, jointly and severally,
unconditionally guarantee 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 Guarantors hereby agree that their obligations hereunder and 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. Each 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 covenant 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. Each 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 under the Indenture until payment in full of all
obligations guaranteed under the Indenture.

Each 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 under 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 under 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
payable by the Subsidiary Guarantors for the purpose of these Guarantees. The
New Guarantors agree 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. Each 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.

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 Company and the Subsidiary Guarantors, and the Trustee shall
not be responsible or accountable in any way whatsoever for or with respect to
the validity or execution or sufficiency of this Supplemental Indenture, and the
Trustee makes no representation with respect thereto.

4
6

IN WITNESS WHEREOF, the parties hereto have executed this Supplemental
Indenture as of the date first above written.

LEVIATHAN GAS PIPELINE PARTNERS, LEVIATHAN FINANCE CORPORATION
L.P.

/s/ T. ▇▇▇▇▇ ▇▇▇▇▇ /s/ T. ▇▇▇▇▇ ▇▇▇▇▇
----------------------------------------- -----------------------------------
T. ▇▇▇▇▇ ▇▇▇▇▇ T. ▇▇▇▇▇ ▇▇▇▇▇
Vice President Vice President

CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION, as Trustee

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Title: Vice President and Trust Officer
---------------------------------

GUARANTORS:

LEVIATHAN OPERATING NATOCO, L.L.C.
COMPANY, L.L.C.

/s/ T. ▇▇▇▇▇ ▇▇▇▇▇ /s/ T. ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------------- -----------------------------------
T. ▇▇▇▇▇ ▇▇▇▇▇ T. ▇▇▇▇▇ ▇▇▇▇▇
Vice President Vice President

NALOCO, L.L.C.

/s/ T. ▇▇▇▇▇ ▇▇▇▇▇
----------------------------------------
T. ▇▇▇▇▇ ▇▇▇▇▇
Vice President

5
7

Each of the undersigned hereby ratifies and confirms its respective obligations
under the Indenture, as supplemented by this Supplemental Indenture:

▇▇▇▇▇ BANK GATHERING COMPANY, L.L.C. GREEN CANYON PIPE LINE COMPANY, L.L.C.

/s/ T. ▇▇▇▇▇ ▇▇▇▇▇ /s/ T. ▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------- ---------------------------------------
T. ▇▇▇▇▇ ▇▇▇▇▇ T. ▇▇▇▇▇ ▇▇▇▇▇
Vice President Vice President

GREEN CANYON PIPE LINE COMPANY, L.L.C. LEVIATHAN OIL TRANSPORT SYSTEMS, L.L.C.

MANTA RAY GATHERING COMPANY, L.L.C. DELOS OFFSHORE COMPANY, L.L.C.

FLEXTREND DEVELOPMENT COMPANY, L.L.C. DELOS OFFSHORE COMPANY, L.L.C.

POSEIDON PIPELINE COMPANY, L.L.C. STINGRAY HOLDING, L.L.C.

TARPON TRANSMISSION COMPANY TRANSCO HYDROCARBONS COMPANY, L.L.C.

6
8

TEXAM OFFSHORE GAS TRANSMISSION, TRANSCO OFFSHORE PIPELINE COMPANY,
L.L.C. L.L.C.

VK DEEPWATER GATHERING COMPANY, L.L.C. VK-MAIN PASS GATHERING COMPANY, L.L.C.

SAILFISH PIPELINE COMPANY, L.L.C.

/s/ T. ▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------- ---------------------------------------
T. ▇▇▇▇▇ ▇▇▇▇▇
Vice President

AND CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, AS TRUSTEE FIRST SUPPLEMENTAL INDENTURE DATED AS OF JUNE 30, 1999

Document Metadata

Document Metadata

Table of Contents