SOUTHERN NATURAL GAS COMPANY as Issuer SOUTHERN NATURAL ISSUING CORPORATION as Co-issuer WILMINGTON TRUST COMPANY as Original Trustee and THE BANK OF NEW YORK TRUST COMPANY, N.A. as Series Trustee SIXTH SUPPLEMENTAL INDENTURE Dated as of November 1,...
EXHBIIT
4.A
as
Issuer
SOUTHERN
NATURAL ISSUING CORPORATION
as
Co-issuer
WILMINGTON
TRUST COMPANY
as
Original
Trustee
and
THE
BANK OF
NEW YORK TRUST COMPANY, N.A.
as
Series
Trustee
Dated
as of
November 1, 2007
To
INDENTURE
Dated
as of
June 1, 1987
TABLE
OF CONTENTS
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Page
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2
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SECTION
1.01.
Relation to Indenture.
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2
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SECTION
1.02.
Definitions.
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2
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SECTION
1.03.
General References.
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2
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ARTICLE
2
Amendments to Original Indenture.
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2
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SECTION
2.01.
Co-issuer Party.
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2
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ARTICLE
3
Miscellaneous.
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3
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SECTION
3.01.
Certain Trustee Matters.
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3
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SECTION
3.02.
Continued Effect.
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3
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SECTION
3.03.
Governing Law.
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3
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SECTION
3.04.
Counterparts.
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3
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SIXTH
SUPPLEMENTAL INDENTURE, dated as of November 1, 2007 (this
"Sixth Supplemental Indenture"), among (i)
SOUTHERN NATURAL GAS COMPANY, a Delaware corporation (the
"Company"), (ii) SOUTHERN NATURAL ISSUING
CORPORATION, a Delaware corporation ("Finance
Corp"), (iii) WILMINGTON TRUST COMPANY, a
Delaware banking corporation, as trustee under the Indenture referred to below
except as otherwise provided below (in such capacity, the "Original
Trustee") (as successor-in-interest to JPMorgan Chase Bank,
National Association, successor to Manufacturers Hanover Trust Company, pursuant
to the Instrument of Resignation, Appointment and Acceptance, dated as of
February 27, 2003 (the "2003 Resignation and
Appointment")), and (iv) THE BANK OF NEW YORK TRUST
COMPANY, N.A., a national banking association, as trustee under the
Indenture referred to below with respect to the series of Securities designated
5.90% Notes Due 2017 issued pursuant to the Third Supplemental Indenture (as
defined below) (in such capacity, the "Series
Trustee").
RECITALS
OF
THE COMPANY
WHEREAS,
the
Company has issued Securities pursuant to the Indenture, dated as of June 1,
1987 (the "Original Indenture"), as amended and
supplemented by (i) the First Supplemental Indenture, dated as of September
30,
1997 (the "First Supplemental Indenture"), (ii) the
Second Supplemental Indenture, dated as of February 13, 2001 (the
"Second Supplemental Indenture"), (iii) the 2003
Resignation and Appointment, (iv) the Third Supplemental Indenture, dated as
of
March 26, 2007 (the "Third Supplemental Indenture"),
(v) the Fourth Supplemental Indenture, dated as of May 4, 2007 (the
"Fourth Supplemental Indenture"), and (vi) the Fifth
Supplemental Indenture, dated as of October 15, 2007 (the "Fifth
Supplemental Indenture") (the Original Indenture, as so amended
and supplemented by the First Supplemental Indenture, the Second Supplemental
Indenture, the 2003 Resignation and Appointment, the Third Supplemental
Indenture, the Fourth Supplemental Indenture and the Fifth Supplemental
Indenture, being referred to herein as the
"Indenture"); and
WHEREAS,
the
Company intends to convert to a Delaware general partnership by the filing
of a
Certificate of Conversion with the Secretary of State of the State of Delaware
(the "Conversion"); and
WHEREAS,
the
Conversion is permitted by the terms of the Indenture so long as, immediately
after giving effect to the Conversion, at least one corporation is a co-issuer
party to the Indenture and to each series of Securities at any time issued
thereunder and is jointly and severally liable with respect to any and all
obligations of the Company under the Indenture and each such series of
Securities, as a primary obligor and not as a guarantor or surety;
and
WHEREAS,
Section
12.01 of the Indenture provides that the Company, the Original Trustee and
the
Series Trustee may from time to time and at any time, without the consent of
the
Holders of the Outstanding Securities, enter into an indenture or indentures
supplemental to the Indenture for the purpose of adding a corporate co-issuer
party to the Indenture and to each series of Securities; and
WHEREAS,
the
parties hereto desire to amend the Indenture to add Finance Corp as a co-issuer
party to the Indenture and to each series of Securities;
and
WHEREAS,
the
Company has heretofore delivered or is delivering contemporaneously herewith
to
the Original Trustee and the Series Trustee (i) a copy of resolutions of the
Board of Directors of the Company and a copy of resolutions of the Board of
Directors of Finance Corp, each authorizing the execution of this Sixth
Supplemental Indenture, (ii) the Opinion of Counsel referred to in Section
12.06
of the Indenture and (iii) an Officers' Certificate in connection herewith;
and
WHEREAS,
all acts
and things necessary to make this Sixth Supplemental Indenture a valid and
binding agreement in accordance with the Indenture have been done or
performed;
NOW,
THEREFORE, in
consideration of the premises, agreements and obligations set forth herein
and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree, for the equal and
proportionate benefit of all Securityholders, as follows:
ARTICLE
1
Relation
to
Indenture; Definitions
SECTION
1.01. Relation
to Indenture.
With
respect to
each series of Securities, this Sixth Supplemental Indenture constitutes an
integral part of the Indenture.
SECTION
1.02. Definitions.
For
all purposes of
this Sixth Supplemental Indenture, capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned thereto in the
Indenture.
SECTION
1.03. General
References.
All
references in
this Sixth Supplemental Indenture to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this Sixth
Supplemental Indenture; and the terms "herein," "hereof,"
"hereunder" and any other word of similar import refers to this Sixth
Supplemental Indenture.
ARTICLE
2
Amendments
to Original Indenture
With
respect to
each series of Securities, the Indenture is hereby amended as set forth
below.
SECTION
2.01. Co-issuer
Party.
Article
Sixteen of
the Original Indenture is hereby amended by adding the following Section 16.13
thereto:
SECTION
16.13
Finance Corp is hereby designated as a co-issuer party under this Indenture
and
to each series of Securities at any time issued under this
Indenture. Finance Corp hereby assumes, agrees
to be bound by, and agrees to be jointly and severally liable, as a primary
obligor and not as a guarantor or surety, with respect to, any and all
obligations of the Company under this Indenture and each such series of
Securities. The provisions of this Section 16.13 shall become
effective at the time that the Company converts to a Delaware general
partnership by the filing of a Certificate of Conversion with the Secretary
of
State of the State of Delaware.
ARTICLE
3
Miscellaneous
SECTION
3.01. Certain
Trustee Matters.
The
recitals
contained herein shall be taken as the statements of the Company and Finance
Corp, and neither the Original Trustee nor the Series Trustee assumes any
responsibility for their correctness.
Neither
the
Original Trustee nor the Series Trustee makes any representations as to the
validity or sufficiency of this Sixth Supplemental Indenture or the proper
authorization or the due execution hereof by the Company or Finance
Corp.
In
entering into
this Sixth Supplemental Indenture, the Original Trustee and the Series Trustee
shall be entitled to the benefit of every provision of the Indenture (to the
extent applicable to the Original Trustee or Series Trustee, as the case may
be), whether or not elsewhere herein so provided.
SECTION
3.02. Continued
Effect.
Except
as expressly
supplemented and amended by this Sixth Supplemental Indenture, the Indenture
shall continue in full force and effect in accordance with the provisions
thereof, and the Indenture (as supplemented and amended by this Sixth
Supplemental Indenture) is in all respects hereby ratified and
confirmed. This Sixth Supplemental Indenture and all its provisions
shall be deemed a part of the Indenture in the manner and to the extent herein
and therein provided.
SECTION
3.03. Governing
Law.
This
Sixth
Supplemental Indenture shall be governed by and construed in accordance with
the
laws of the State of New York.
SECTION
3.04. Counterparts.
This
instrument may
be executed in any number of counterparts, each of which shall be deemed to
be
an original, but all such counterparts shall together constitute but one and
the
same instrument.
(Signature
Page Follows)
IN
WITNESS WHEREOF,
the parties hereto have caused this Sixth Supplemental Indenture to be duly
executed and delivered, all as of the day and year first above
written.
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Vice
President and
Treasurer
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SOUTHERN
NATURAL ISSUING CORPORATION
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By:
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Vice
President and
Treasurer
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WILMINGTON
TRUST COMPANY
as
Original
Trustee
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By:
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Senior
Financial Services
Officer
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THE
BANK OF
NEW YORK TRUST COMPANY, N.A.
as
Series
Trustee
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By:
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Trust
Officer
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