EXHIBIT 1
UNDERWRITING AGREEMENT
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September 21, 1998
Southern Natural Gas Company,
Xxxxxxx-Xxxxx Xxxxx,
Xxxxxxxxxx, Xxxxxxx 00000.
Dear Sirs:
The underwriters named below (such underwriters being herein
called the "Underwriters") understand that Southern Natural Gas Company, a
Delaware corporation (the "Company"), proposes to issue and sell $100,000,000
aggregate principal amount of 6.125% Notes due September 15, 2008 (the
"Purchased Securities"), registered on Registration Statement No. 333-47959 (the
"Registration Statement"). Subject to the terms and conditions set forth herein
and incorporated by reference herein and referred to below, the Company hereby
agrees to sell and the Underwriters agree to purchase, severally and not
jointly, the principal amount of such Purchased Securities set forth opposite
their names at 98.881% of their principal amount.
Principal
Amount
Underwriter of Notes
Xxxxxxx, Xxxxx & Co.................................................$60,000,000
Chase Securities Inc................................................ 20,000,000
Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx
Incorporated...................................... 20,000,000
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Total...................................................$100,000,000
The Underwriters will pay for such Purchased Securities upon
delivery thereof at the offices of Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx at 10:00 a.m. (New York time) on September 24, 1998.
The Purchased Securities shall have the following terms:
Maturity: September 15, 2008
Interest Rate: 6.125%
Redemption Provisions: Not redeemable prior to maturity.
Defeasance Provisions: Subject to the defeasance and covenant
defeasance provisions of Article 15 of the Indenture, dated as of
June 1, 1987, between the Company and The Chase Manhattan Bank,
as successor by merger to Manufacturers Hanover Trust Company, as
Trustee.
Interest Payment Dates: March 15 and September 15, commencing
March 15, 1999.
Unless otherwise provided herein, all the provisions contained in
the document entitled Southern Natural Gas Company Underwriting Agreement
Standard Provisions, dated March 1, 1998, a copy of which is filed as Exhibit
1-(2) to the Registration Statement, are herein incorporated by reference in
their entirety and shall be deemed to be a part of this Agreement to the same
extent as if such
provisions had been set forth in full herein.
All notices and communications hereunder to an Underwriter shall
be given to Xxxxxxx, Xxxxx & Co., attention of the Registration Statement, at
the address set forth below.
This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
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This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such respective counterparts shall together constitute one and
the same instrument.
Very truly yours,
XXXXXXX, SACHS & CO.
CHASE SECURITIES INC.
XXXXXXX LYNCH, PIERCE, FENNER& XXXXX
INCORPORATED
By:________________________________
(Xxxxxxx, Xxxxx & Co.)
Accepted:
SOUTHERN NATURAL GAS COMPANY
By:_____________________________
Name:
Title:
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