exv4waw1



 





EXHIBIT 4.A.1




[Conformed Copy]




SOUTHERN NATURAL GAS COMPANY




TO




THE CHASE MANHATTAN BANK




AS TRUSTEE




 






FIRST SUPPLEMENTAL INDENTURE




DATED AS OF SEPTEMBER 30, 1997




TO THE INDENTURE




DATED AS OF JUNE 1, 1987




 






 









 





               FIRST SUPPLEMENT INDENTURE, dated as of September 30,
1997, between Southern Natural Company, a corporation duly organized and
existing under the laws of the State of Delaware (the “Company”), and THE CHASE
MANHATTAN BANK, a New York corporation (the “Trustee”), as Trustee.



          WHEREAS, the Company has heretofore executed and delivered to
the Trustee an Indenture, dated as of June 1, 1987 (the
“Indenture”), providing for the issuance from time to time of the Company’s unsecured debentures, notes
and other evidences of indebtedness (herein and therein called the “Securities”), to be issued in one or more series as in the Indenture provided;




          WHEREAS, Section 12.01 of the Indenture provides, among other
things, that the Company, when authorized by a resolution of its Board of
Directors, and the Trustee, at any time and from time to time, may without the
consent of any Holders enter into an indenture supplemental to the Indenture (a)
for the purpose of changing or eliminating any provision of the Indenture,
provided that such change or elimination shall become effective only when there
is no Security Outstanding of any series created prior to the execution of such
supplemental indenture which is entitled to the benefit of such provisions, and
(b) to cure any ambiguity, to correct or supplement any provision therein , or
to make any other provisions with respect to matters of questions arising under
the Indenture which shall not adversely affect in any material respect the
interests of any Holders of the Securities;




          WHEREAS, the Company pursuant to the foregoing authority,
proposes in and by this First Supplemental Indenture to amend the Indenture in
certain respects with respect to the Securities of any series created on or
after the date hereof; and




          WHEREAS, all things necessary to make this First Supplemental
Indenture a valid agreement of the Company, in accordance with its
terms, have been done.




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AGREEMENT




          NOW, THEREFORE, the Company and the Trustee hereby agree as
follows:




     1. The definition of “Depository” is hereby added to Section
1.01 of the Indenture to read in its entirety as follows:




“Depositary’ means, with respect to the Securities of any
series issuable or issued in whole or in part in the form of
one or more permanent global Securities, the Depository Trust
Company or such other Person designated as Depositary by the
Company pursuant to Section 3.01, which must be a clearing
agency registered under the Securities Exchange Act of 1934,
as such Person, ‘Depositary’ as used with respect to the
Securities of any such series shall mean the Depositary with
respect to the Securities of that series.”



          2. A new Section 2.03 is hereby inserted into the Indenture to
read in its entirety as follows:




          “SECTION 2.03. Securities in Permanent Global Form.





     If the Company shall establish pursuant to Section
3.01 that the Securities of a series are to be issued in whole
or in part in permanent global form, then notwithstanding
Section 3.01(8) and the provisions of Section 3.02, any such
Security shall represent such of the Outstanding Securities of
such series as shall be specified therein and may provide that
it shall represent the aggregate amount of Outstanding
Securities from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities represented thereby
may from time to time be reduced to reflect exchanges. Any
endorsement of a Security in permanent global form to reflect
the amount, or any increase or decrease in the amount, of
Outstanding Securities represented thereby shall be made by
the Trustee or the Security registrar in such manner and upon
instructions given by such Person or Persons as shall be
specified in such Security in permanent global form or in the
order to be delivered to the Trustee pursuant to Section 3.03
or Section 3.06. Subject to the provisions of Section 3.03
and, if applicable, Section 3.06, the Trustee or the Security
registrar shall deliver and redeliver any Security in
permanent global form in the manner and upon instructions
given by the Person or Persons specified in such Security or
in the applicable order of the Company. If an order of the
Company pursuant to Section 3.0e or 3.06 has been, or
simultaneously is, delivered, any instructions by the Company
with respect to endorsement or delivery or redelivery of a
global Security shall be in writing but need not be
accompanied by an Officers’ Certificate or an Opinion of
Counsel, provided that the permanent global Security to be
endorsed, delivered or redelivered has previously been covered
by an Opinion of Counsel.




     The provisions of the last sentence of Section 3.03
shall only apply to any Security represented by a Security in
permanent global form if such Security was never issued and
sold by the Company and the Company delivers to the Trustee or
the Security registrar the Security in permanent global form
with written instructions (which need not be accompanied by an
Officers’ Certificate or an Opinion of Counsel) with regard to
the reduction in the principal amount of



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Securities represented thereby, together with the written
statement contemplated by the last sentence of Section 3.03.




     Except as provided in the Indenture and in any
permanent global Security, owners of beneficial interests in
any permanent global Security will not be entitled to have
Securities registered in their names, will not receive or be
entitled to physical delivery of Securities in definitive
registered form and will not be considered the Holders thereof
for any purpose under the Indenture. None of the Company, the
Trustee, any Paying Agent nor any Securities registrar shall
have any responsibility or liability for any aspect of records
relating to or payments made on account of beneficial
ownership interests in any permanent global Security, or for
maintaining, supervising r reviewing any records relating to
such beneficial ownership interests.”




     3. Section 3.01 of the Indenture is hereby amended by:




     (i) deleting the second paragraph thereof and adding the
following paragraph in lieu thereof:




     “The Securities may be issued in one or more series.
There shall be established in or pursuant to a resolution of
the Board of Directors and set forth, or determined in the
manner provided, in an Officer’s Certificate, or established
in one or more indentures supplemental hereto, prior to the
issuance of Securities of any series,”,




     (ii) adding the following to the end of the
parenthetical phrase in clause (2):



          “and except for any Securities which, pursuant to Section 3.03
of the Indenture, shall have not been issued and sold by the Company
and are therefore deemed never to have been authenticated and delivered hereunder”;





     (iii) adding the following to the beginning of clause
(4):




“the Person to whom any interest on any Security of
the series shall be payable if other than as set
forth in Section 3.08,”;




(iv) renumbering clause (15) as clause (16);




(v) adding the following as clause (15);




     “(15) whether the Securities of the series
are to be issuable in whole or in part in permanent
global form, without coupons, and, if so, (i) the
circumstances under which beneficial owners of
interests in such permanent global Security or
Securities may exchange such interests for Securities
of such series and of like interest rate and maturity
and principal amount in definitive registered form
and authorized denominations, if other than as set
forth in Section 3.05, and (ii) the Depositary with
respect Securities; and



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     (vi) deleting the last paragraph thereof and adding
the following paragraph in lieu thereof:




     “All Securities of any one series shall be
substantially identical except as to denomination and
except as may otherwise be provided in or pursuant to
the resolution of the Board of Directors referred to
above and set forth in the Officers’ Certificate
referred to above or in any such indenture
supplemental hereto.”




     4. Section 3.02 of the Indenture is hereby amended to
read in its entirety as follows:




“The Securities of each series shall be issuable in
registered form without coupons and, except for any
Security issuable in permanent global form, in such
denominations as shall be specified in accordance
with Section 3.01. In the absence of such provisions
with respect to the Securities of any series, the
Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple
thereof.”




5. Section 3.05 of the Indenture is hereby amended by
adding the following paragraph to the end of the last
paragraph:




     “Notwithstanding the foregoing, except as
otherwise specified as contemplated by Section 3.01,
any permanent global Security shall be exchangeable
pursuant to this Section only as provided in this
paragraph. The beneficial owners of interests in a
permanent global Security are entitled to the
exchange of such interests for Securities of such
series and of like interest rate and maturity and
principal amount in definitive registered from and
authorized denomination, as specified in accordance
with Section 3.01, if (a) the Depositary notifies the
Company that it is unwilling or unable to continue as
Depositary for such permanent global Security or if
at any time the Depositary ceases to be a clearing
agency registered under the Securities Exchange Act
of 1934, as amended, (b) if the Company in its sole
discretion determines that such permanent global
Security shall be exchangeable for definitive
registered Securities and executes and delivers to
the Security registrar an order of the Company
providing that such permanent global Security shall
be so exchangeable, or (c) any event shall have
occurred and be continuing which, after notice or
lapse of time, or both, would become an Event of
Default with respect to the securities of the series
of which such permanent global Security is a part.
Without unnecessary delay but in any event not later
than the earliest date on which such interests may be
so exchanged, the Company shall deliver to the
Trustee or the Security registrar definitive
registered Securities, executed by the Company, of
that series in aggregate principal amount equal to
the principal amount of such permanent global
Security to be exchanged. On or may be so exchanged,
in accordance with instructions given by the Company
to the Trustee, the Security registrar and the
Depositary (which instructions shall be in writing
but need not be accompanied by an Opinion of
Counsel), such permanent global Security to be exchanged. On or after the earliest date



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on which such interests may be so exchanged, in
accordance with instructions shall be in writing but
need not be accompanied by an Opinion of Counsel),
such permanent global Security shall be surrendered
from time to time by the Depositary or such other
depositary as shall be specified in the order of the
Company with respect thereto to the Trustee, as the
Company’s agent for such purpose, or to the Security
registrar, to be exchanged, in whole or in part, for
definitive Securities of the same series, without
charge, and the Trustee shall authenticate and
deliver in accordance with such instructions, in
exchange for each portion of such permanent global
Security, a like aggregate principal amount of
definitive registered Securities of the same series
of authorized denominations and of like tenor as the
portion of such permanent global Security to be
exchanged; provided, however, that no such exchanges
may occur during a period beginning at the opening of
business 15 days before any selection of Securities
of that series for redemption and ending on the
relevant Redemption Date. If a Security is issued in
exchange for any portion of a permanent global
Security after the close of business at the office or
agency where such exchange occurs on (i) any regular
record date in respect of such Security and before
the opening of business at such office or agency on
the relevant interest payment date or (ii) any
special record date and before the opening of
business at such office or agency on the related
proposed date for payment of interest or defaulted
interest, as the case may be, such interest payment
date or proposed date for payment, as the case ma be,
in respect of such Security issued in exchange, but
will be payable on such interest payment date or
proposed date for payment, as the case may be, only
to the Person to whom interest or defaulted interest
in respect of such permanent global Security is
payable in accordance with the provisions of this

Indenture.




     7. Section 3.09 of the Indenture is hereby amended by
deleting the second sentence thereof and adding the following

sentence in lieu thereof:




     “The Company may at any time deliver to the Trustee
for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any
manner whatsoever and may deliver to the Trustee (or to any
other Person for delivery to the Trustee) for cancellation any
Securities previously authenticated hereunder which the
Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee.”




     8. Section 4.03 of the Indenture is herby amended by
adding the following sentence at the end thereof:




“If a Security in permanent global form is so
surrendered, the Company shall execute, and the
Trustee shall authenticate and deliver to the
Depositary for such Security in permanent global
form, without service charge, a new Security in
permanent global form, in a denomination equal to and
in exchange for the unredeemed portion of the
principal of the Security in permanent global form so
surrendered.”



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     9. All provisions of this First Supplemental
Indenture shall be deemed to be incorporated in, and made a
part of, the Indenture; and the Indenture, as supplemented by
this First Supplemental Indenture, shall be read, taken and
construed as one and the same instrument.




     10. The Trustee accepts the trusts created by the
Indenture, as supplemented by this First Supplemental
Indenture, and agrees to perform the same upon the terms and
conditions in the Indenture, as supplemented by this First
Supplemental Indenture.




     11. The recitals contained in the Indenture and the
Securities, except the Trustee’s certificates of
authentication, shall be taken as 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 the Indenture or the Securities.




     12. All capitalized terms used and not defined herein
shall have the respective meanings assigned to them in the

Indenture.




     13. This First Supplemental Indenture shall be
governed by and construed in accordance with the laws of the

jurisdiction which govern the Indenture and its construction.




     14. This First Supplemental Indenture may be executed
in any number of counterparts, each of which when so executed
shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.



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     IN WITNESS WHEREOF, the parties hereto have caused
this First Supplemental Indenture to be duly executed, and
their respective seals to be hereunto affixed and attested,
all as of the date first above written.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	SOUTHERN NATURAL GAS COMPANY	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Norman G. Holm
 

	 	 
	 

	 	 	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	[CORPORATE SEAL]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ R. Daniel Hendrickson	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Title: Secretary	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	THE CHASE MANHATTAN BANK	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Anne G. Brenner
 

Title: Vice President
	 	 
	 
	 	 	 	 	 	 	 	 
	[CORPORATE SEAL]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Illegible	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Title: Senior Trust Officer	 	 	 	 	 	 






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STATE OF ALABAMA                 }

                                            } Section:

COUNTY OF JEFFERSON                  }




          On the 30 day of September, 1997, before me personally came
Norman G. Holmes, to me known, who, being duly sworn, did depose and say that he
is Vice President of Southern Natural Gas Company, one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed to said instrument is such corporate seal; that it
was so affixed by authority of the Board of Directors of said corporation, and
that the signed his name thereto by like authority.




	 	 	 	 	 
	 

	 	           /s/ Illegible
 

My Commission Expires May 1, 2001
	 	 






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STATE OF NEW YORK                  }

                                            } Section:

COUNTY OF NEW YORK                  }




          On the 30th day of September, 1997, before me personally came
Anne G. Brenner, to me known, who, being duly sworn, did depose and say that he
is Vice President of The Chase Manhattan Bank, one of the corporations described
in and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation, and that the
signed his name thereto by like authority.




	 	 	 
	 

	 	/s/ Annabelle DeLuca
	 

	 	 
	 

	 	     AnnaBelle DeLuca
	 

	 	Notary Public, State of New York
	 

	 	     No. 01DE5013759
	 

	 	     Qualified in Kings County
	 

	 	      Certificate Filed in New York County
	 

	 	      Commission Expires July 15, 1999






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