Exhibit A-4
TWENTIETH SUPPLEMENTAL INDENTURE (the "Twentieth
Supplemental Indenture"), dated as of February __, 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 further 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:
______________________________________
Name:
Title:
Attest:
By: ___________________________
Name:
Title:
THE CHASE MANHATTAN BANK, as Trustee
By:
______________________________________
Name:
Title:
Attest:
By: ___________________________
Name:
Title:
