Seventh Supplemental Indenture dated as of October 1, 2011



 EXHIBIT 4.A.7 

 
  
 TENNESSEE GAS PIPELINE COMPANY 
 as Issuer 

TENNESSEE GAS PIPELINE ISSUING CORPORATION 
 as Co-issuer 
 WILMINGTON TRUST COMPANY 

as Trustee 

SEVENTH SUPPLEMENTAL INDENTURE 
 Dated as of October 1, 2011 
 To 

INDENTURE 

Dated as of March 4, 1997 
  

 








					
	 ARTICLE 1 Relation to Indenture; Definitions
	  	 	1	  
	 SECTION 1.01. Relation to Indenture
	  	 	1	  
	 SECTION 1.02. Definitions
	  	 	1	  
	 SECTION 1.03. General References
	  	 	1	  
		
	 ARTICLE 2 Amendments to Original Indenture
	  	 	2	  
	 SECTION 2.01. Definitions
	  	 	2	  
	 SECTION 2.02. 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
	  	 	2	  
	 SECTION 3.04. Counterparts
	  	 	3	  








 SEVENTH SUPPLEMENTAL INDENTURE, dated as of October 1, 2011 (this
“Seventh Supplemental Indenture”), among (i) TENNESSEE GAS PIPELINE COMPANY, a Delaware corporation (the “Company”), (ii) TENNESSEE GAS PIPELINE ISSUING CORPORATION, a Delaware
corporation (“Finance Corp”) and (iii) WILMINGTON TRUST COMPANY, as successor-in-trust to JPMorgan Chase Bank (formerly the Chase Manhattan Bank), as trustee under the Indenture referred to below (the
“Trustee”). 
 RECITALS OF THE COMPANY 

WHEREAS, the Company has issued Securities pursuant to the Indenture, dated as of March 4, 1997 (the “Original
Indenture”), as amended and supplemented by (i) the First Supplemental Indenture, dated as of March 13,1997 (the “First Supplemental Indenture”), (ii) the Second Supplemental Indenture, dated as of
March 13, 1997 (the “Second Supplemental Indenture”), (iii) the Third Supplemental Indenture, dated as of March 13, 1997 (the “Third Supplemental Indenture”), (iv) the Fourth
Supplemental Indenture, dated as of October 9, 1998 (the “Fourth Supplemental Indenture”), (v) the Fifth Supplemental Indenture, dated as of June 10, 2002 (the “Fifth Supplemental
Indenture”) and (vi) the Sixth Supplemental Indenture, dated as of January 27, 2009 (the “Sixth Supplemental Indenture”) (the Original Indenture, as so amended and supplemented by the First Supplemental
Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture and the Sixth Supplemental Indenture, being referred to herein as the
“Indenture”); and 
 WHEREAS, the Company intends to convert to a Delaware limited liability company 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, and the parties hereto desire to amend the Indenture, as permitted by Section 901(6) thereof, 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 the Opinion of Counsel referred to in Section 903 of the Indenture; and 

WHEREAS, all acts and things necessary to make this Seventh 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 Seventh Supplemental Indenture constitutes an integral part of the Indenture. 
 SECTION
1.02. Definitions. 
 For all purposes of this Seventh 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 Seventh Supplemental Indenture to Articles and Sections,
unless otherwise specified, refer to the corresponding Articles and Sections of this Seventh Supplemental Indenture; and the terms “herein,” “hereof,” “hereunder” and any other word of similar
import refers to this Seventh Supplemental Indenture. 

  
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 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. Definitions. 

The following definition is hereby added to Article One of the Original Indenture: 
 Finance Corp 
 The term “Finance Corp” shall mean Tennessee Gas
Pipeline Issuig Corporation, a Delaware corporation. 
 Section 2.02. Co-issuer Party. 

SECTION 116 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 116 shall become effective at the time that the Company converts to a Delaware limited liability company 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 does not assume any responsibility for their correctness. 
 The Trustee does not make any representations as to the validity or sufficiency of this Seventh Supplemental Indenture or the proper authorization or the due execution hereof by the Company or Finance
Corp. 
 In entering into this Seventh Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision
of the Indenture (to the extent applicable to the Trustee), whether or not elsewhere herein so provided. 
 SECTION 3.02.
Continued Effect. 
 Except as expressly supplemented and amended by this Seventh 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 Seventh Supplemental Indenture) is in all respects hereby ratified and confirmed. This
Seventh 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 Seventh
Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. 

  
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 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) 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Seventh Supplemental Indenture to be
duly executed and delivered, all as of the day and year first above written. 
  

			
	TENNESSEE GAS PIPELINE COMPANY
		
	By:	 	 /s/ John J. Hopper

		 	John J. Hopper
		 	Vice President and Treasurer
	
	TENNESSEE GAS PIPELINE ISSUING CORPORATION
		
	By:	 	 /s/ John J. Hopper

		 	John J. Hopper
		 	Vice President and Treasurer
	
	WILMINGTON TRUST COMPANY
	
	as Trustee
		
	By:	 	 /s/ Michael G. Oller, Jr.

	Name:	 	Michael G. Oller, Jr
	Title:	 	Assistant Vice President


 SEVENTH SUPPLEMENTAL INDENTURE 

SIGNATURE PAGE 

  
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