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EXHIBIT 4.A.4



 

 


TENNESSEE GAS PIPELINE COMPANY




ISSUER




AND




THE CHASE MANHATTAN BANK




TRUSTEE




 






FOURTH SUPPLEMENTAL INDENTURE




DATED AS OF OCTOBER 9, 1998




TO




INDENTURE




DATED AS OF MARCH 4, 1997




 






7% DEBENTURES DUE 2028




 





 

 



 









 





     FOURTH SUPPLEMENTAL INDENTURE, dated as of October 9, 1998 (herein
called the “Fourth Supplemental Indenture”), between TENNESSEE GAS PIPELINE
COMPANY, a Delaware corporation (herein called the “Company”), having its
principal office at 1001 Louisiana Street, Houston, Texas 77002 and THE CHASE
MANHATTAN BANK, a banking corporation duly organized and existing under the
laws of the State of New York, as trustee under the Indenture referred to below
(herein called the “Trustee”).



RECITALS OF THE COMPANY




     WHEREAS, the Company has heretofore executed and delivered to the
Trustee the Indenture, dated as of March 4, 1997 (herein called the “Original
Indenture”), providing for the issuance from time to time of one or more series
of the Company’s unsecured debentures, notes or other evidences of indebtedness
(herein called the “Securities”), the terms of which are to be determined as
set forth in Section 301 of the Original Indenture; and WHEREAS, Section 901 of
the Indenture provides, among other things, that the Company and the Trustee
may enter into indentures supplemental to the Original Indenture for, among
other things, the purpose of setting forth the terms of Securities of any
series; and



     WHEREAS, the Company desires to create a series of the Securities in
an aggregate principal amount of $400,000,000, which series shall be designated
the 7% Debentures Due 2028 (the “Debentures”), and all action on the part of
the Company necessary to authorize the issuance of the Debentures under the
Original Indenture and this Fourth Supplemental Indenture has been duly taken;
and



     WHEREAS, all acts and things necessary to make the Debentures, when
executed by the Company and completed, authenticated and delivered by the
Trustee as provided in the Original Indenture and this Fourth Supplemental
Indenture, the valid and binding obligations of the Company and to constitute
these presents a valid and binding supplemental indenture and agreement
according to its terms, have been done and performed;



     NOW, THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE WITNESSETH:



     That in consideration of the premises and the issuance of the
Debentures, the Company covenants and agrees with the Trustee, for the equal

and proportionate benefit of all holders of the Debentures, as follows:



ARTICLE I




TERMS AND ISSUANCE OF 7% DEBENTURES DUE 2028




     Section 1.01 Issue of Debentures. A series of Securities which
shall be designated the “7% Debentures Due 2028” shall be executed,
authenticated and delivered in accordance with the provisions of, and shall in
all respects be subject to, the terms, conditions and covenants of the Original
Indenture, including without limitation the terms set forth in this Fourth
Supplemental Indenture (including the form of Debentures referred to in Section
1.02 hereof). The aggregate



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principal amount of Debentures which may be authenticated and delivered under
the Original Indenture shall not, except as permitted by the provisions of the
Original Indenture, exceed $400,000,000. The entire amount of Debentures may
forthwith be executed by the Company and delivered to the Trustee and shall be
authenticated by the Trustee and delivered to or upon the order of the Company
pursuant to Section 303 of the Indenture.



     Section 1.02 Forms of Debentures and Authentication Certificate.
The Debentures initially shall be issuable in the form of one or more Global
Securities. The forms of the Debentures and the Trustee’s certificate of
authentication shall be substantially as set forth on Exhibit A hereto.



ARTICLE II




MISCELLANEOUS




     Section 2.01 Execution as Supplemental Indenture. This Fourth
Supplemental Indenture is executed and shall be construed as an indenture
supplemental to the Original Indenture and, as provided in the Original
Indenture, this Fourth Supplemental Indenture forms a part thereof. Except as
herein expressly otherwise defined, the use of the terms and expressions herein
is in accordance with the definitions, uses and constructions contained in the
Original Indenture.



     Section 2.02 Responsibility for Recitals, Etc. The recitals
herein and in the Debentures (except in the Trustee’s certificate of
authentication) shall be taken as the statements of the Company, and the
Trustee assumes no responsibility for the correctness thereof. The Trustee
makes no representations as to the validity or sufficiency of this Fourth
Supplemental Indenture or of the Debentures. The Trustee shall not be
accountable for the use or application by the Company of the Debentures or of
the proceeds thereof.



     Section 2.03 Provisions Binding on Company’s Successors. All the
covenants, stipulations, promises and agreements in this Fourth Supplemental
Indenture contained by the Company shall bind its successors and assigns
whether so expressed or not.



     Section 2.04 New York Contract. THIS FOURTH SUPPLEMENTAL
INDENTURE AND EACH DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



     Section 2.05 Execution and Counterparts. This Fourth Supplemental
Indenture may be executed with counterpart signature pages or in any number of
counterparts, each of which shall be an original but such counterparts shall
together constitute but one and the same instrument.



     Section 2.06 Capitalized Terms. Capitalized terms not otherwise
defined in this Fourth Supplemental Indenture shall have the respective

meanings assigned to them in the Original Indenture.



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     IN WITNESS WHEREOF, said TENNESSEE GAS PIPELINE COMPANY has caused
this Fourth Supplemental Indenture to be executed in its corporate name by its
Chairman of the Board or its President or one of its Vice Presidents, and said
THE CHASE MANHATTAN BANK has caused this Fourth Supplemental Indenture to be
executed in its corporate name by one of its Second Vice Presidents as of
October 9, 1998.



	 	 	 	 	 
	 	 	TENNESSEE GAS PIPELINE COMPANY
	 
	 	 	 	 
	 

	 	By:
	 	/s/ H. BRENT AUSTIN
	 

	 	 	 	 
	 

	 	 	 	Name: H. Brent Austin
	 

	 	 	 	Title: Executive Vice President
	 
	 	 	 	 
	 	 	THE CHASE MANHATTAN BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ R. J. HALLERAN
	 

	 	 	 	 
	 

	 	 	 	Name: R. J. Halleran
	 

	 	 	 	Title: Second Vice President






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EXHIBIT A




     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR
EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE
DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY
AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE
FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE
FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.



     UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.



TENNESSEE GAS PIPELINE COMPANY




7% DEBENTURE DUE 2028




			
	NO.
	 	U.S.$
	CUSIP No.     880451AV1	 	 






     TENNESSEE GAS PIPELINE COMPANY, a corporation duly incorporated and
existing under the laws of Delaware (herein called the “Company,” which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of
                                                             United States Dollars
on October 15, 2028, and to pay interest thereon from October 9, 1998, or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on April 15 and October 15 in each year, commencing
April 15, 1999, at the rate of 7% per annum, until the principal hereof is paid
or made available for payment. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the April 1 or October 1 (whether
or not a Business Day), as the case may be, next preceding such Interest
Payment Date. Any such interest not so punctually paid or duly provided for
shall forthwith cease to be payable to the Holder on such Regular Record Date
and shall either be paid to the Person



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in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice of which shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at such time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in such Indenture.




     Payment of the principal of and premium, if any, and interest on this
Security will be made by transfer of immediately available funds to a bank
account in New York, New York designated by the Holder in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts.



     Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all

purposes have the same effect as if set forth at this place.



     Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.



     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.



Dated:




	 	 	 	 	 
	 	 	TENNESSEE GAS PIPELINE COMPANY
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






     This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.



	 	 	 	 	 
	 	 	THE CHASE MANHATTAN BANK,
	 

	 	 	 	AS TRUSTEE
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






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TENNESSEE GAS PIPELINE COMPANY



7% DEBENTURE DUE 2028




     This Security is one of a duly authorized issue of Securities of the
Company (the “Securities”), issued and to be issued in one or more series under
an Indenture dated as of March 4, 1997 (the “Indenture”), between the Company
and The Chase Manhattan Bank, as Trustee (the “Trustee,” which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. As provided in the Indenture, the Securities may be issued in one
or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest, if any, at
different rates, may be subject to different redemption provisions, if any, may
be subject to different sinking, purchase or analogous funds, if any, may be
subject to different covenants and Events of Default and may otherwise vary as
in the Indenture provided or permitted. This Security is one of a series of
Securities designated on the face hereof limited in aggregate principal amount
to U.S. $400,000,000.



     The Securities of this series are redeemable, upon not less than 30
nor more than 60 days’ notice by mail, as a whole or in part, at the option of
the Company at any time at a redemption price equal to the greater of (i) 100%
of the principal amount thereof and (ii) as determined by an Independent
Investment Banker, the sum of the present values of the remaining scheduled
payments of principal and interest thereon discounted to the date of redemption
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Adjusted Treasury Rate, plus, in each case, accrued and unpaid
interest thereon to the date of redemption, but interest installments whose
Stated Maturity is on or prior to such date of redemption will be payable to
the Holders of such Securities, or one or more Predecessor Securities, of
record at the close of business on the relevant Record Dates referred to on the
face hereof, all as provided in the Indenture.



     “Adjusted Treasury Rate” means, with respect to any Redemption Date,
the rate per annum equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such date of redemption, plus 0.40%.



     “Comparable Treasury Issue” means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Debentures to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Debentures.



     “Comparable Treasury Price” means, with respect to any Redemption
Date, (i) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third business day preceding such date of redemption, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S.
Government Securities,” or (ii) if such release (or any successor release) is
not published or does not contain such



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prices on such business day, (A) the average of the Reference Treasury Dealer
Quotations for such date of redemption, after excluding the highest and lowest
such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer
than three such Reference Treasury Dealer Quotations, the average of all such
Reference Treasury Dealer Quotations.



     “Independent Investment Banker” means one of the Reference Treasury
Dealers appointed by the Trustee after consultation with the Company.



     “Reference Treasury Dealer” means each of Donaldson, Lufkin & Jenrette
Securities Corporation, Chase Securities Inc. and NationsBanc Montgomery
Securities LLC, and their respective successors; provided, however, that if any
of the foregoing shall not be a primary U.S. Government securities dealer in
New York City (a “Primary Treasury Dealer”), the Company shall substitute
therefor another Primary Treasury Dealer.



     “Reference Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any date of redemption, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.
on the third business day preceding such date of redemption.



     In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.



     If an Event of Default with respect to the Securities of this series
shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture.



     The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of not less than the Holders of a majority in aggregate principal
amount of the Outstanding Securities of all series to be affected (voting as
one class). The Indenture also contains provisions permitting the Holders of a
majority in aggregate principal amount of the Outstanding Securities of all
affected series (voting as one class), on behalf of the Holders of all
Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture. The Indenture permits, with certain exceptions as
therein provided, the Holders of a majority in aggregate principal amount of
Securities of all affected series then Outstanding (voting as a single class)
to waive past defaults under the Indenture with respect to such Securities and
their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security.



     As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding

with respect to the Indenture or for the appointment of



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a receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of
Default with respect to the Securities of this series, the Holders of not less
than 25% in principal amount of the Securities of all affected securities at
the time Outstanding (treated as a single class) shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity and the Trustee
shall not have received from the Holders of a majority in principal amount of
the Securities of this series at the time Outstanding a direction inconsistent
with such request, and shall have failed to institute any such proceeding, for
60 days after receipt of such notice, request and offer of indemnity. The
foregoing shall not apply to any suit instituted by the Holder of this Security
for the enforcement of any payment of principal hereof or interest hereon on or
after the respective due dates expressed herein.



     No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Security at the times, place(s) and rate, and in the coin or
currency, herein prescribed.



     This Global Security or portion hereof may not be exchanged for
Definitive Securities except in the limited circumstances provided in the

Indenture.



     The holders of beneficial interests in this Global Security will not
be entitled to receive physical delivery of Definitive Securities except as
described in the Indenture and will not be considered the Holders hereof for
any purpose under the Indenture.



     The Securities of this series are issuable only in registered form,
without coupons, in denominations of U.S. $1,000 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations
therein set forth, the Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.



     No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any transfer tax or other similar governmental charge payable in connection
therewith.



     Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



     No recourse under or upon any obligation, covenant or agreement of or
contained in the Indenture or of or contained in any Security, or for any claim
based thereon or otherwise in respect thereof, or in any Security, or because
of the creation of any indebtedness represented thereby, shall be had against
any incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or of any successor Person, either directly or through
the Company or any successor Person, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment, penalty or
otherwise; it being expressly understood that all such liability is hereby



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expressly waived and released by the acceptance hereof and as a condition of,
and as part of the consideration for, the Securities and the execution of the
Indenture.



     The Indenture provides that the Company (a) will be discharged from
any and all obligations in respect of the Securities (except for certain
obligations described in the Indenture), or (b) need not comply with certain
restrictive covenants of the Indenture, in each case if the Company deposits,
in trust, with the Trustee money or U.S. Government Obligations (or a
combination thereof) which through the payment of interest thereon and
principal thereof in accordance with their terms will provide money, in an
amount sufficient to pay all the principal of and interest of the Securities,
but such money need not be segregated from other funds except to the extent
required by law.



     THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.



     All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.




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