COLORADO INTERSTATE GAS COMPANY as Issuer and THE BANK OF NEW YORK TRUST COMPANY, N.A. as Trustee FOURTH SUPPLEMENTAL INDENTURE Dated as of October 15, 2007 To INDENTURE Dated as of June 27, 1997
Exhibit
4.A
as
Issuer
and
THE
BANK OF
NEW YORK TRUST COMPANY, N.A.
as
Trustee
Dated
as of
October 15, 2007
To
INDENTURE
Dated
as of
June 27, 1997
TABLE
OF
CONTENTS
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Page
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1
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SECTION
1.01.
Relation to Indenture.
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1
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SECTION
1.02.
Definitions.
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1
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SECTION
1.03.
General References.
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1
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ARTICLE
2
Amendments to Original Indenture
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1
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SECTION
2.01.
Legal Existence.
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1
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SECTION
2.02.
When Company May Merge, Etc.
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2
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SECTION
2.03.
Amendments, Supplements and Waivers Without Consent of
Holders
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2
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SECTION
2.04.
Non-Recourse to any General Partner; No Personal Liability of Officers,
Directors, Employees, Partners, Etc.
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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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FOURTH
SUPPLEMENTAL INDENTURE, dated as of October 15, 2007 (this
“Fourth Supplemental Indenture”), between
COLORADO INTERSTATE GAS COMPANY, a Delaware corporation
(the
“Company”), and THE BANK OF NEW YORK TRUST
COMPANY, N.A., a national banking association (successor-in-interest to
Xxxxxx Trust and Savings Bank), as trustee under the Indenture referred to
below
(in such capacity, the “Trustee”).
RECITALS
OF
THE COMPANY
WHEREAS,
the
Company and the Trustee are parties to an Indenture, dated as of June 27, 1997
(the “Original Indenture”), as amended and
supplemented by (i) the First Supplemental Indenture thereto dated as of June
27, 1997 (the “First Supplemental Indenture”), (ii)
the Second Supplemental Indenture thereto dated as of March 9, 2005 (the
“Second Supplemental Indenture”) and (iii) the Third
Supplemental Indenture thereto dated as of November 1, 2005 (the
“Third Supplemental Indenture”) (the Original
Indenture, as supplemented from time to time, including without limitation
pursuant to the First Supplemental Indenture, the Second Supplemental Indenture,
the Third Supplemental Indenture and this Fourth Supplemental Indenture, being
referred to herein as the “Indenture”);
and
WHEREAS,
Section
9.02 of the Original Indenture provides that, with the consent of the Holders
of
not less than a majority in principal amount of the outstanding Securities
of
all Series affected thereby (voting as a single class), the Company and the
trustee under the Indenture may enter into an indenture or indentures
supplemental to the Original Indenture for the purpose of amending or
supplementing the Indenture; and
WHEREAS,
all acts
and things necessary to make this Fourth Supplemental Indenture a valid and
binding agreement in accordance with the Original 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 Fourth Supplemental Indenture constitutes an
integral part of the Indenture.
SECTION
1.02. Definitions.
For
all purposes of
this Fourth Supplemental Indenture, capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned thereto in the
Original Indenture.
SECTION
1.03. General
References.
All
references in
this Fourth Supplemental Indenture to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this Fourth
Supplemental Indenture; and the terms “herein”, “hereof”,
“hereunder” and any other word of similar import refers to
this Fourth
Supplemental Indenture.
ARTICLE
2
Amendments
to Original Indenture
With
respect to
each Series of Securities, the Original Indenture is hereby amended as set
forth
below.
SECTION
2.01. Legal
Existence.
Section
4.03 of the
Original Indenture is hereby amended and restated to read, in its entirety,
as
follows:
SECTION
4.03 Legal Existence.
Subject
to Article
5 and Section 4.04, the Company will do or cause to be done all things necessary
to preserve and keep in full force and effect its legal existence and the rights
(charter and statutory) and material franchises of the Company;
provided, however, that the Company shall not be required to
preserve any such right or franchise if the Board of Directors or management
of
the Company shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and its Subsidiaries, taken as
a
whole, and if the loss thereof is not, and will not be, adverse in any material
respect to the Holders; and provided further that this Section 4.03
shall not prohibit the Company from consummating any statutory conversion of
the
Company into any form of non-corporate legal entity (including without
limitation a general partnership, limited partnership or limited liability
company) so long as (immediately after giving effect to such conversion) at
least one corporation is a co-issuer party to this Indenture and to each Series
of Securities at any time issued hereunder and is jointly and severally liable
with respect to any and all obligations of the Company under this Indenture
and
each such Series of Securities, as a primary obligor and not as a guarantor
or
surety.
SECTION
2.02. When
Company May Merge, Etc.
The
last paragraph
of Section 5.01 of the Original Indenture is hereby amended and restated to
read, in its entirety, as follows:
Notwithstanding
the
foregoing, (i) any Subsidiary may consolidate with, merge with or into or
transfer all or part of its properties and assets to the Company or any other
Subsidiary or Subsidiaries and (ii) this Section 5.01 shall not prohibit the
Company from consummating any statutory conversion of the Company into any
form
of non-corporate legal entity (including without limitation a general
partnership, limited partnership or limited liability company) so long as
(immediately after giving effect to such conversion) at least one corporation
is
a co-issuer party to this Indenture and to each Series of Securities at any
time
issued hereunder and is jointly and severally liable with respect to any and
all
obligations of the Company under this Indenture and each such Series of
Securities, as a primary obligor and not as a guarantor or surety.
SECTION
2.03. Amendments,
Supplements and Waivers Without Consent of Holders.
Section
9.01 of the
Original Indenture is hereby amended as follows:
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(a)
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by
deleting
the “or” appearing at the end of clause
(6);
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(b)
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by
deleting
the period (“.”) appearing at the end of clause (7) and replacing it with
“; and”; and
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(c)
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by
adding the
following additional clause (8) to appear immediately following clause
(7):
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(8) to
add a corporate co-issuer party to this Indenture and each Series of Securities
as described in Sections 4.03 and 5.01 of this Indenture.
SECTION
2.04. Non-Recourse
to any General Partner; No Personal Liability of Officers, Directors, Employees,
Partners, Etc.
Section
10.10 of
the Original Indenture is hereby amended and restated to read, in its entirety,
as follows:
SECTION
10.10 Non-Recourse to any General Partner; No Personal Liability
of Officers, Directors, Employees, Partners, Etc.
The
Trustee, and
each Holder of a Security by its acceptance thereof, will be deemed to have
agreed in this Indenture that (1) neither any general partner of the Company
nor
such general partner's assets (nor any of its Affiliates other than the Company
or any corporate co-issuer, nor their respective assets) shall be liable for
any
of the obligations of the Company or any corporate co-issuer under this
Indenture or such Securities, and (2) no director, officer, employee,
stockholder, member, manager, limited partner or other holder of the equity
securities, as such, of the Company, any corporate co-issuer, the Trustee,
any
general partner of the Company or any Affiliate of any of the foregoing entities
shall have any personal liability in respect of the obligations of the Company
or any corporate co-issuer under this Indenture or such Securities by reason
of
his, her or its status. Accordingly, without limiting the generality
of the foregoing, obligations of the Company and any corporate co-issuer under
this Indenture and the Securities hereunder are non-recourse to any general
partner, director, officer, employee, stockholder, member, manager, limited
partner or other holder of the equity securities, as such, of the Company or
any
corporate co-issuer and their respective Affiliates (other than the Company
or
any corporate co-issuer), and are payable only out of the cash flow and assets
of the Company and any corporate co-issuer.
ARTICLE
3
Miscellaneous
SECTION
3.01. Certain
Trustee Matters.
The
recitals
contained herein shall be taken as the 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 this Fourth Supplemental
Indenture or the proper authorization or the due execution hereof by the
Company.
SECTION
3.02. Continued
Effect.
Except
as expressly
supplemented and amended by this Fourth Supplemental Indenture, the Original
Indenture (as supplemented and amended by the First Supplemental Indenture,
the
Second Supplemental Indenture and the Third Supplemental Indenture) shall
continue in full force and effect in accordance with the provisions thereof,
and
the Original Indenture (as supplemented and amended by the First Supplemental
Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture
and this Fourth Supplemental Indenture) is in all respects hereby ratified
and
confirmed. This Fourth Supplemental Indenture and all its provisions
shall be deemed a part of the Original Indenture in the manner and to the extent
herein and therein provided.
SECTION
3.03. Governing
Law.
This
Fourth
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 Fourth Supplemental Indenture to be duly
executed and delivered, all as of the day and year first above
written.
By: /s/Xxxx
X.
Xxxxxx
Name: Xxxx
X. Xxxxxx
Title: Vice
President and Treasurer
THE
BANK OF NEW
YORK TRUST COMPANY, N.A.
as
Trustee
By: /s/Xxxxx
Echausee
Xxxxx
Echausee, Trust Officer
Authorized Signatory
