EXHIBIT 4-(2)
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SOUTHERN NATURAL GAS COMPANY
TO
THE CHASE MANHATTAN BANK
AS TRUSTEE
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FIRST SUPPLEMENTAL INDENTURE
DATED AS OF SEPTEMBER 30, 1997
TO THE INDENTURE
DATED AS OF JUNE 1, 1987
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FIRST SUPPLEMENTAL INDENTURE, dated as of September 30, 1997, between
SOUTHERN NATURAL GAS COMPANY, a corporation duly organized and existing under
the laws of the State of Delaware (the "Company"), and THE CHASE MANHATTAN BANK,
a New York corporation (the "Trustee"), as Trustee.
WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture, dated as of June 1, 1987 (the "Indenture"), providing for
the issuance from time to time of the Company's unsecured debentures, notes and
other evidences of indebtedness (herein and therein called the "Securities"), to
be issued in one or more series as in the Indenture provided; WHEREAS, Section
12.01 of the Indenture provides, among other things, that the Company, when
authorized by a resolution of its Board of Directors, and the Trustee, at any
time and from time to time, may without the consent of any Holders enter into an
indenture supplemental to the Indenture (a) for the purpose of changing or
eliminating any provision of the Indenture, provided that such change or
elimination shall become effective only when there is no Security Outstanding of
any series created prior to the execution of such supplemental indenture which
is entitled to the benefit of such provision, and (b) to cure any ambiguity, to
correct or supplement any provision therein which may be inconsistent with any
other provision therein, or to make any other provisions with respect to matters
or questions arising under the Indenture which shall not be inconsistent with
the provisions of the Indenture and shall not adversely affect in any material
respect the interests of any Holders of the Securities;
WHEREAS, the Company pursuant to the foregoing authority, proposes in
and by this First Supplemental Indenture to amend the Indenture in certain
respects with respect to the Securities of any series created on or after the
date hereof; and
WHEREAS, all things necessary to make this First Supplemental
Indenture a valid agreement of the Company, in accordance with its terms, have
been done.
AGREEMENT
NOW, THEREFORE, the Company and the Trustee hereby agree as follows:
1. The definition of "Depositary" is hereby added to Section 1.01 of
the Indenture to read in its entirety as follows:
"'Depositary' means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more
permanent global Securities, The Depository Trust Company or such
other Person designated as Depositary by the Company pursuant to
Section 3.01, which must be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and if at any time there
is more than one such Person, 'Depositary' as used with respect to the
Securities of any such series shall mean the Depositary with respect
to the Securities of that series."
2. A new Section 2.03 is hereby inserted into the Indenture to read in
its entirety as follows:
"SECTION 2.03. SECURITIES IN PERMANENT GLOBAL FORM.
If the Company shall establish pursuant to Section 3.01 that the
Securities of a series are to be issued in whole or in part in
permanent global form, then notwithstanding Section 3.01(8) and the
provisions of Section 3.02, any such Security shall represent such of
the Outstanding Securities of such series as shall be specified
therein and may provide that it shall represent the aggregate amount
of Outstanding Securities from time to time endorsed thereon and that
the aggregate amount of Outstanding Securities represented thereby may
from time to time be reduced to reflect exchanges. Any endorsement of
a Security in permanent global form to reflect the amount, or any
increase or decrease in the amount, of Outstanding Securities
represented thereby shall be made by the Trustee or the Security
registrar in such manner and upon instructions given by such Person or
Persons as shall be specified in such Security in permanent global
form or in the order to be delivered to the Trustee pursuant to
Section 3.03 or Section 3.06. Subject to the provisions of Section
3.03 and, if applicable, Section 3.06, the Trustee or the Security
registrar shall deliver and redeliver any Security in permanent global
form in the manner and upon instructions given by the Person or
Persons specified in such Security or in the applicable order of the
Company. If an order of the Company pursuant to Section 3.03 or 3.06
has been, or simultaneously is, delivered, any instructions by the
Company with respect to endorsement or delivery or redelivery of a
global Security shall be in writing but need not be accompanied by an
Officer's Certificate or an Opinion of Counsel, PROVIDED that the
permanent global Security to be endorsed, delivered or redelivered has
previously been covered by an Opinion of Counsel.
The provisions of the last sentence of Section 3.03 shall only
apply to any Security represented by a Security in permanent global
form if such Security was never issued and sold by the Company and the
Company delivers to the Trustee or the Security registrar the Security
in permanent global form together with written instructions (which
need not be accompanied by an Officers' Certificate or an Opinion of
Counsel) with regard to the reduction in the principal amount of
Securities represented thereby, together with the written statement
contemplated by the last sentence of Section 3.03.
Except as provided in the Indenture and in any permanent global
Security, owners of beneficial interests in any permanent global
Security will not be entitled to have Securities registered in their
names, will not receive or be entitled to physical delivery of
Securities in definitive registered form and will not be considered
the Holders thereof for any purpose under the Indenture. None of the
Company, the Trustee, any Paying Agent nor any Securities registrar
shall have any responsibility or liability for any aspect of records
relating to or payments made on account of beneficial ownership
interests in any permanent global Security, or for maintaining,
supervising or reviewing any records relating to such beneficial
ownership interests."
3. Section 3.01 of the Indenture is hereby amended by:
(i) deleting the second paragraph thereof and adding the
following paragraph in lieu thereof:
"The Securities may be issued in one or more series. There
shall be established in or pursuant to a resolution of the Board
of Directors and set forth, or determined in the manner provided,
in an Officers' Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of
Securities of any series,";
(ii) adding the following to the end of the parenthetical phrase
in clause (2):
"and except for any Securities which, pursuant to Section 3.03 of
the Indenture, shall have not been issued and sold by the Company
and are therefore deemed never to have been authenticated and
delivered hereunder";
(iii) adding the following to the beginning of clause (4):
"the Person to whom any interest on any Security of the series
shall be payable if other than as set forth in Section 3.08,";
(iv) renumbering clause (15) as clause (16);
(v) adding the following as clause (15):
"(15) whether the Securities of the series are to be
issuable in whole or in part in permanent global form, without
coupons, and, if so, (i) the circumstances under which beneficial
owners of interests in such permanent global Security or
Securities may exchange such interests for Securities of such
series and of like interest rate and maturity and principal
amount in definitive registered form and authorized
denominations, if other than as set forth in Section 3.05, and
(ii) the Depositary with respect to any such permanent global
Security or Securities;" and
(vi) deleting the last paragraph thereof and adding the following
paragraph in lieu thereof:
"All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise
be provided in or pursuant to the resolution of the Board of
Directors referred to above and set forth in the Officers'
Certificate referred to above or in any such indenture
supplemental hereto."
4. Section 3.02 of the Indenture is hereby amended to read in its
entirety as follows:
"The Securities of each series shall be issuable in registered form
without coupons and, except for any Security issuable in permanent global
form, in such denominations as shall be specified in accordance with
Section 3.01. In the absence of such provisions with respect to the
Securities of any series, the Securities of such series shall be issuable
in denominations of $1,000 and any integral multiple thereof."
5. Section 3.03 of the Indenture is hereby amended by adding the
following at the end of the last paragraph:
"Notwithstanding the foregoing and subject, in the case of a
Security in permanent global form, to Section 2.03, if any Security
shall have been authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such Security
to the Trustee for cancellation as provided in Section 3.09 together
with a written statement (which need not be accompanied by an Opinion
of Counsel) directing such cancellation and stating that such Security
has never been issued and sold by the Company, for all purposes of
this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to
the benefits of this Indenture."
6. Section 3.05 of the Indenture is hereby amended by adding the
following paragraph to the end thereof:
"Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 3.01, any permanent global Security shall be
exchangeable pursuant to this Section only as provided in this
paragraph. The beneficial owners of interests in a permanent global
Security are entitled to the exchange of such interests for Securities
of such series and of like interest rate and maturity and principal
amount in definitive registered form and authorized denomination, as
specified in accordance with Section 3.01, if (a) the Depositary
notifies the Company that it is unwilling or unable to continue as
Depositary for such permanent global Security or if at any time the
Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, (b) if the Company in its
sole discretion determines that such permanent global Security shall
be exchangeable for definitive registered Securities and executes and
delivers to the Security registrar an order of the Company providing
that such permanent global Security shall be so exchangeable, or (c)
any event shall have occurred and be continuing which, after notice or
lapse of time, or both, would become an Event of Default with respect
to the securities of the series of which such permanent global
Security is a part. Without unnecessary delay but in any event not
later than the earliest date on which such interests may be so
exchanged, the Company shall deliver to the Trustee or the Security
registrar definitive registered Securities, executed by the Company,
of that series in aggregate principal amount equal to the principal
amount of such permanent global Security to be exchanged. On or after
the earliest date on which such interests may be so exchanged, in
accordance with instructions given by the Company to the Trustee, the
Security registrar and the Depositary (which instructions shall be in
writing but need not be accompanied by an Opinion of Counsel), such
permanent global Security shall be surrendered from time to time by
the Depositary or such other depositary as shall be specified in the
order of the Company with respect thereto to the Trustee, as the
Company's agent for such purpose, or to the Security registrar, to be
exchanged, in whole or in part, for definitive Securities of the same
series, without charge, and the Trustee shall authenticate and deliver
in accordance with such instructions, in exchange for each portion of
such permanent global Security, a like aggregate principal amount of
definitive registered Securities of the same series of authorized
denominations and of like tenor as the portion of such permanent
global Security to be exchanged; PROVIDED, HOWEVER, that no such
exchanges may occur during a period beginning at the opening of
business 15 days before any selection of Securities of that series for
redemption and ending on the relevant Redemption Date. If a Security
is issued in exchange for any portion of a permanent global Security
after the close of business at the office or agency where such
exchange occurs on (i) any regular record date in respect of such
Security and before the opening of business at such office or agency
on the relevant interest payment date or (ii) any special record date
and before the opening of business at such office or agency on the
related proposed date for payment of interest or defaulted interest,
as the case may be, such interest or defaulted interest will not be
payable on such interest payment date or proposed date for payment, as
the case may be, in respect of such Security issued in exchange, but
will be payable on such interest payment date or proposed date for
payment, as the case may be, only to the Person to whom interest or
defaulted interest in respect of such permanent global Security is
payable in accordance with the provisions of this Indenture.
7. Section 3.09 of the Indenture is hereby amended by deleting the
second sentence thereof and adding the following sentence in lieu thereof:
"The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever
and may deliver to the Trustee (or to any other Person for delivery to
the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all
Securities so delivered shall be promptly cancelled by the Trustee."
8. Section 4.03 of the Indenture is hereby amended by adding the
following sentence at the end thereof:
"If a Security in permanent global form is so surrendered, the
Company shall execute, and the Trustee shall authenticate and deliver
to the Depositary for such Security in permanent global form, without
service charge, a new Security in permanent global form, in a
denomination equal to and in exchange for the unredeemed portion of
the principal of the Security in permanent global form so
surrendered."
9. All provisions of this First Supplemental Indenture shall be deemed
to be incorporated in, and made a part of, the Indenture; and the Indenture, as
supplemented by this First Supplemental Indenture, shall be read, taken and
construed as one and the same instrument.
10. The Trustee accepts the trusts created by the Indenture, as
supplemented by this First Supplemental Indenture, and agrees to perform the
same upon the terms and conditions in the Indenture, as supplemented by this
First Supplemental Indenture.
11. The recitals contained in the Indenture and the Securities, except
the Trustee's certificates of authentication, shall be taken as 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 the
Indenture or the Securities.
12. All capitalized terms used and not defined herein shall have the
respective meanings assigned to them in the Indenture.
13. This First Supplemental Indenture shall be governed by and
construed in accordance with the laws of the jurisdiction which govern the
Indenture and its construction.
14. This First Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, and their respective seals to be
hereunto affixed and attested, all as of the date first above written.
SOUTHERN NATURAL GAS COMPANY
By:---------------------------------------
Title:
[CORPORATE SEAL]
Attest:
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Title:
THE CHASE MANHATTAN BANK
By:---------------------------------------
Title:
[CORPORATE SEAL]
Attest:
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Title:
STATE OF ALABAMA )
) ss:
COUNTY OF JEFFERSON )
On the ___ day of September, 1997, before me personally came
_________________________, to me known, who, being duly sworn, did depose and
say that he is __________________ of Southern Natural Gas Company, one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.
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STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of September, 1997, before me personally came
_________________, to me known, who, being by me duly sworn, did depose and say
that she is a Vice President of The Chase Manhattan Bank, one of the
corporations described in and which executed the foregoing instrument; that she
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that she signed her name thereto by like
authority.
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