exhibit4a.htm


    

      
        

      

EXHIBIT
4.A

    
       

       

       

      TENNESSEE
GAS PIPELINE COMPANY

       

       

       

      as
Issuer

       

       

       

      and

       

       

       

      WILMINGTON
TRUST COMPANY

       

       

       

      as
Trustee

       

       

       

      THIRD
SUPPLEMENTAL INDENTURE

       

       

       

      Dated
as of July 23, 2008

       

       

       

      To

       

       

       

      INDENTURE

       

       

       

      Dated
as of December 15, 1981

       

      
         

         

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

       

       

       

      
        TABLE
OF CONTENTS

         

         

        
          	 
    	
                  Page

                
	
                  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 Indenture 

                	
                  1

                
	
                  SECTION 2.01.
      Legal Existence. 

                	
                  1

                
	
                  SECTION 2.02.
      Non-Recourse to any General Partner; Immunity of Incorporators,
      Stockholders, Officers, Directors, Etc. 

                	
                  2

                
	
                  SECTION 2.03.
      Consolidation, Merger and Sale. 

                	
                  2

                
	
                  SECTION 2.04.
      Supplemental Indentures Without Consent of Holders. 

                	
                  3

                
	 
    	 
    
	
                  ARTICLE
      3  Miscellaneous 

                	
                  3

                
	
                  SECTION 3.01.
      Certain Trustee Matters. 

                	
                  3

                
	
                  SECTION 3.02.
      Continued Effect. 

                	
                  3

                
	
                  SECTION 3.03.
      Governing Law. 

                	
                  3

                
	
                  SECTION 3.04.
      Counterparts. 

                	
                  3

                


        





      
        
           


        

        
           


          
            

          

        

        
           


        

      


      THIRD
SUPPLEMENTAL INDENTURE, dated as of July 23, 2008 (this “Third
Supplemental Indenture”), between TENNESSEE
GAS PIPELINE COMPANY, a Delaware corporation (the “Company”),
and WILMINGTON
TRUST COMPANY, as successor 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 December 15,
1981, as amended and supplemented by the First Supplemental Indenture thereto
dated as of December 10, 1996 and the Second Supplemental Indenture thereto
dated as of December 10, 1996 (as amended and supplemented, the “Indenture”);
and

       

      WHEREAS, Section
13.02 of the Indenture provides that, with the consent of the Holders of not
less than a 662⁄3% in aggregate principal amount of the outstanding Debentures,
the Company and the trustee under the Indenture may enter into an indenture or
indentures supplemental to the Indenture for the purpose of amending or
supplementing the Indenture; and

       

      WHEREAS, all acts
and things necessary to make this Third 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 Debentureholders, as follows:

       

      ARTICLE
1

      Relation
to Indenture; Definitions

       

      SECTION
1.01. Relation
to Indenture.  

       

      This Third
Supplemental Indenture constitutes an integral part of the
Indenture.

       

      SECTION
1.02. Definitions.  

       

      For all purposes of
this Third 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 Third Supplemental Indenture to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this Third
Supplemental Indenture; and the terms “herein”,
“hereof”,
“hereunder”
and any other word of similar import refer to this Third Supplemental
Indenture.

       

      ARTICLE
2

      Amendments
to Indenture

       

      The Indenture is
hereby amended as set forth below.

       

      SECTION
2.01. Legal
Existence.  

       

      Section 5.08 of the
Indenture is hereby amended and restated as follows:

       

      §
5.08.  The Company will at all times (subject to its right to merge,
consolidate or convey all or substantially all of its property and assets
pursuant to Article 12, and thereafter dissolve) take or cause to be taken all
such action as may from time to time be necessary to maintain, preserve and
renew its legal existence and its franchise to be a legal entity; provided
however that this Section 5.08 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 is jointly and severally liable with respect to any and
all obligations of the Company under this Indenture and the Debentures, as a
primary obligor and not as a guarantor or surety.

       

      SECTION
2.02. Non-Recourse
to any General Partner; Immunity of Incorporators, Stockholders, Officers,
Directors, Etc.

       

      Article 11 of the
Indenture is hereby amended and restated as follows:

       

      ARTICLE
11.

      Non-Recourse
to any General Partner; Immunity of Incorporators, Stockholders, Officers,
Directors, Etc.

       

      The Trustee, and
each Debentureholder 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 the Debentures, and (2) no recourse shall be had for the payment of the
principal of, or the interest on, any Debentures, or any part thereof, or for
any claim based thereon or otherwise in respect thereof, or the indebtedness
represented thereby, or upon any obligation, covenant or agreement of this
Indenture, against any incorporator, or against any general partner, limited
partner, member, manager, stockholder, officer, director or holder of the equity
securities, as such, past, present or future, of the Company, of any corporate
co-issuer or of any predecessor or successor entity, either directly or through
the Company, any corporate co-issuer or any such predecessor or successor
entity, whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly agreed
and understood that this Indenture and all the Debentures are solely obligations
of the Company and any corporate co-issuer under this Indenture or the
Debentures, and that no personal liability whatsoever shall attach to, or be
incurred by, any such incorporator, general partner, limited partner, member,
manager, stockholder, officer, director or holder of equity securities, past,
present or future, of the Company, of any corporate co-issuer or any predecessor
or successor entity, either directly or indirectly through the Company, any
corporate co-issuer or any such predecessor or successor entity, because of the
indebtedness hereby authorized or under or by reason of any of the obligations,
covenants, promises or agreements contained in this Indenture or in any of the
Debentures or to be implied herefrom or therefrom; and that any such personal
liability is expressly waived and released as a condition of, and as part of the
consideration for, the execution of this Indenture and the issue of the
Debentures; provided, however, that nothing herein or in the Debentures
contained shall be taken to prevent recourse to and the enforcement of the
liability, if any, of any stockholder or subscriber to capital stock upon or in
respect of the shares of capital stock not fully paid up.

       

      SECTION
2.03. Consolidation,
Merger and Sale

       

      Article 12 of the
Indenture is hereby amended by adding thereto a new Section 12.03 as
follows:

       

      §
12.03.  Notwithstanding the foregoing, this Article 12 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 is jointly and severally liable with
respect to any and all obligations of the Company under this Indenture and the
Debentures, as primary obligor and not as a guarantor or surety.

       

      SECTION
2.04. Supplemental
Indentures Without Consent of Holders.

       

      Section 13.01 of
the Indenture is hereby amended and restated as follows:

       

      §
13.01.  The Company and Trustee may, from time to time and at any
time, enter into such indentures supplemental hereto as shall be deemed
necessary or desirable, for one or more of the following purposes:

       

      (a) To add to the
covenants and agreements of the Company for the protection or benefit of the
holders of Debentures;

       

      (b) To add appropriate
provisions in the event of the pledge, mortgage or hypothecation, of property or
assets as security for the Debentures, as provided in §
5.04;

       

      (c) To evidence the
succession of another corporation to the Company, or to any successor
corporation, and the assumption by the successor corporation of the covenants,
agreements and obligations of the Company upon the Debentures and under this
Indenture;

       

      (d) To add a corporate
co-issuer party to this Indenture as described in Sections 5.08 and 12.03 of
this Indenture; and

       

      (e) For any other
purpose not inconsistent with the terms of this Indenture, or for the purpose of
curing any ambiguity or of curing, correcting or supplementing any defective or
inconsistent provisions, contained herein or in any supplemental
indenture.

       

      The Trustee, to the
extent permitted by § 9.02, shall be fully protected in relying upon the request
of the Company as proof of the necessity or desirability of any supplemental
indenture provided for in this § 13.01 and upon an officers' certificate and an
opinion of counsel that such supplemental indenture complies with the provisions
of this § 13.01.

       

      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 Third 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 Third Supplemental Indenture, the Indenture
shall continue in full force and effect in accordance with the provisions
thereof, and the Indenture is in all respects hereby ratified and
confirmed.  This Third 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 Third
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.

       


      
        
          
             

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF,
the parties hereto have caused this Third 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

                
	 	 	 
	 	 	 
	 	 	 
	 	 WILMINGTON TRUST COMPANY
	 	 as
      Trustee
	 	 	 
	 	 	 
	 	 	 
	 	 By:    	
                  /s/ Michael
      G. Oller, Jr.

                
	 	 	
                   Michael G. Oller,
    Jr.

                
	 	 	Senior
      Financial Services Officer


        

         

                                                                       

       

       

       

       

       

       

       

       

       

       


      
        
          
            Signature
page to Third Supplemental Indenture