EXHIBIT 1-(1)
UNDERWRITING AGREEMENT
--------------------
_________ __, ___
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 $__________ aggregate
principal amount of __________ (the "Purchased Securities"), registered on
Registration Statement No. 333-_____. 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 ___% of their principal amount.
Name Principal Amount
of Notes
----------------
The Underwriters will pay for such Purchased Securities upon delivery
thereof at the offices of __________, at 10:00 a.m. (New York time) on
___________ __, 199_.
2
The Purchased Securities shall have the following terms:
Maturity:
Interest Rate:
Redemption Provisions:
Defeasance Provisions:
Interest Payment Dates:
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 attached hereto, 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 ______________, attention of _______________.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.
3
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,
[LIST OF UNDERWRITERS]
By:
-----------------------
Name:
Title:
Accepted:
SOUTHERN NATURAL GAS COMPANY
By:
------------------------
Name:
Title: