exhibit4a.htm


     

        EXHIBIT
      4.A

     

     

     

    
      

    

     

     

     

    COLORADO
      INTERSTATE GAS COMPANY

     

    


     

    as
      Issuer

     

    


     

    COLORADO
      INTERSTATE ISSUING CORPORATION

     

    


     

    as
      Co-issuer

     

    


     

    and

     

    


     

    THE
      BANK OF
      NEW YORK TRUST COMPANY, N.A.

     

    


     

    as
      Trustee

     

    


     

    FIFTH
      SUPPLEMENTAL INDENTURE

     

    


     

    Dated
      as of
      November 1, 2007

     

    


     

    To

     

    


     

    INDENTURE

     

    


     

    Dated
      as of
      June 27, 1997

     

    
      


       

      
 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


      TABLE
        OF
        CONTENTS

      


       

      
        	
                 

              	
                Page

              
	
                ARTICLE
                  1 Relation to Indenture;
                  Definitions.

              	
                2

              
	
                SECTION
                  1.01.
                  Relation to Indenture. 

              	
                2

              
	
                SECTION
                  1.02.
                  Definitions. 

              	
                2

              
	
                SECTION
                  1.03.
                  General References. 

              	
                2

              
	
                 

              	
                 

              
	
                ARTICLE
                  2
                  Amendments to Original Indenture. 

              	
                2

              
	
                SECTION
                  2.01.
                  Co-issuer Party.

              	
                2

              
	
                 

              	
                 

              
	
                ARTICLE
                  3
                  Miscellaneous. 

              	
                2

              
	
                SECTION
                  3.01.
                  Certain Trustee Matters.

              	
                2

              
	
                SECTION
                  3.02.
                  Continued Effect.

              	
                2

              
	
                SECTION
                  3.03.
                  Governing Law.

              	
                3

              
	
                SECTION
                  3.04.
                  Counterparts.

              	
                3

              


      

      


      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    FIFTH
      SUPPLEMENTAL INDENTURE, dated as of November 1, 2007 (this
      "Fifth Supplemental Indenture"), among
COLORADO INTERSTATE GAS COMPANY, a Delaware corporation (the
      "Company"), COLORADO INTERSTATE ISSUING
      CORPORATION, a Delaware corporation ("Finance
      Corp"), and THE BANK OF NEW YORK TRUST COMPANY,
      N.A., a national banking association (successor-in-interest to Harris
      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"), (iii) the Third
      Supplemental Indenture thereto dated as of November 1, 2005 (the
      "Third Supplemental Indenture"), and (iv) the Fourth
      Supplemental Indenture thereto dated as of October 15, 2007 (the
      "Fourth 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 the Fourth 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
      9.01 of the Indenture provides that the Company and the Trustee under the
      Indenture 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 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 Fifth Supplemental Indenture, (ii) the Opinion
      of Counsel referred to in Section 9.06 of the Indenture and (iii) an Officers'
      Certificate in connection herewith; and

     

    WHEREAS,
      all acts
      and things necessary to make this Fifth 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 Fifth Supplemental Indenture constitutes an
      integral part of the Indenture.

     

    SECTION
      1.02.  Definitions.  

     

    For
      all purposes of
      this Fifth 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 Fifth Supplemental Indenture to Articles and Sections, unless otherwise
      specified, refer to the corresponding Articles and Sections of this Fifth
      Supplemental Indenture; and the terms "herein," "hereof,"
      "hereunder" and any other word of similar import refers to this Fifth
      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
      Ten of the
      Indenture is hereby amended by adding the following Section 10.17
      thereto:

     

    SECTION
      10.17.                                Co-issuer
      Party.

     

    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 10.17 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 the Trustee assumes no responsibility for their
      correctness.

     

    The
      Trustee makes
      no representations as to the validity or sufficiency of this Fifth Supplemental
      Indenture or the proper authorization or the due execution hereof by the Company
      or Finance Corp.

     

    SECTION
      3.02.  Continued
      Effect. 

     

    Except
      as expressly
      supplemented and amended by this Fifth Supplemental Indenture, the Original
      Indenture (as supplemented and amended by the First Supplemental Indenture,
      the
      Second Supplemental Indenture,  the Third Supplemental Indenture and
      the Fourth 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, the Fourth
      Supplemental Indenture and this Fifth Supplemental Indenture) is in all respects
      hereby ratified and confirmed.  This Fifth 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
      Fifth
      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 Fifth Supplemental Indenture to be duly
      executed and delivered, all as of the day and year first above
      written.

     

     

    
      	 	COLORADO
              INTERSTATE GAS COMPANY	 
	 	 	 	 
	 	 	 	 
	
            	
              By:
                

            	/s/ John
              J. Hopper	 
	     	 	John
              J.
              Hopper	 
	 	 	Vice
              President and Treasurer	 
	 	 	 	 




    
      	 	COLORADO
              INTERSTATE ISSUING CORPORATION	 
	 	 	 	 
	 	 	 	 
	
            	
              By:
                

            	/s/ John
              J. Hopper	 
	     	 	John
              J.
              Hopper	 
	 	 	Vice
              President and Treasurer	 
	 	 	 	 


    

     

     

    
      	 	
              THE
                BANK OF
                NEW YORK TRUST COMPANY, N.A.

              as
                Trustee

            	 
	 	 	 	 
	 	 	 	 
	
            	
              By:
                

            	/s/ Brian
              Echausse	 
	     	 	Brian
              Echausse	 
	 	 	Trust
              Officer