TWENTIETH SUPPLEMENTAL INDENTURE (the "Twentieth Supplemental Indenture"),
dated as of March 19, 2001 between Consolidated Natural Gas Company, a Delaware
corporation (including its predecessors by merger, the "Company"), and The Chase
Manhattan Bank, a New York banking corporation, formerly known as Chemical Bank,
successor by merger to Manufacturers Hanover Trust Company, as Trustee (the
"Trustee"), to the Indenture between the Company and the Trustee, dated as of
May 1, 1971, as amended or supplemented from time to time (the "Indenture").
WITNESSETH:
WHEREAS, the Company has requested the Trustee to enter into this Twentieth
Supplemental Indenture for the purpose of amending and modifying the Indenture
in accordance with Section 14.02 of the Indenture; and
WHEREAS, consents of the requisite holders of the Debentures to the
execution of this Twentieth Supplemental Indenture, together with an officers'
certificate and opinion of counsel, all in accordance with Section 14.03 of the
Indenture, have been delivered to the Trustee.
NOW, THEREFORE, intending to be legally bound hereby, the parties hereto
agree as follows:
ARTICLE I
AMENDMENTS TO THE INDENTURE
Section 1.1. Sections 6.05, 6.06, 6.07, 6.08, 6.09 and 6.10 of the
Indenture are deleted and shall have no further force and effect.
Section 1.2 Section 4.01 of each of the Seventeenth and Eighteenth
Supplemental Indentures is deleted and shall have no further force and effect.
Section 1.3. A new Section 6.15 is added to the Indenture, reading as
follows:
SECTION 6.15. The Company shall perform, observe and comply with all the
covenants and restrictions of the Indenture, dated as of April 1, 1995,
between the Company and United States Trust Company of New York, as
Trustee, as amended and supplemented from time to time (the "1995
Indenture"); provided, that no amendment requiring consent of the holders
of debt securities under the 1995 Indenture shall apply to the Indenture
unless such amendment shall have been approved and consented to in
accordance with the procedures set forth in Article Fourteen of this
Indenture.
Section 1.4. No additional Debentures may be issued under the Indenture.
ARTICLE II
EFFECTIVE TIME
Section 2.1 This Twentieth Supplemental Indenture shall become effective
immediately upon its execution by the parties hereto and without any further
action by any person as of the date hereof.
ARTICLE III
MISCELLANEOUS PROVISIONS
Section 3.1 The Indenture, as amended and modified by this Twentieth
Supplemental Indenture, is in all respects ratified and confirmed; this
Twentieth Supplemental Indenture shall be deemed part of the Indenture in the
manner and to the extent herein and therein provided; and all the terms,
conditions, and provisions of the Indenture shall remain in full force and
effect, as amended and modified hereby.
Section 3.2 This Twentieth Supplemental Indenture shall be deemed to be a
contract made under the laws of the State of New York, and for all purposes
shall be construed in accordance therewith.
Section 3.3 The recitals herein contained are made by the Company and not
by the Trustee, and the Trustee assumes no responsibility for the correctness
thereof. The Trustee makes no representation as to the validity or sufficiency
of this Twentieth Supplemental Indenture.
Section 3.4 This Twentieth Supplemental Indenture may be executed in any
number of counterparts and by different parties thereto on separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.
Section 3.5 Capitalized terms used herein without definition have the
meanings assigned such terms in the Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Twentieth
Supplemental Indenture to be duly executed and their respective corporate seals
to be hereunto affixed and attested, all as of the date hereof.
CONSOLIDATED NATURAL GAS COMPANY
By: /s/ G. Xxxxx Xxxxxx
--------------------------------------------
Name: G. Xxxxx Xxxxxx
Title: Senior Vice President and Treasurer
Attest:
By: /s/ X. X. Xxxxxx
--------------------------------
Name: X. X. Xxxxxx
Title: Assistant Treasurer
THE CHASE MANHATTAN BANK, as Trustee
By: /s/ Xxxxxxx Xxxxxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Assistant Vice President
Attest:
By: /s/ Xxxxx Xxxxxxxx
---------------------
Name: Xxxxx Xxxxxxxx
Title: Trust Officer
