exhibit4a.htm


     

    Exhibit
      4.A

     

    
      

    

     

     

    SOUTHERN
      NATURAL GAS COMPANY

     

    


     

    as
      Issuer

     

    


     

    and

     

    


     

    WILMINGTON
      TRUST COMPANY

     

    


     

    as
      Original
      Trustee

     

    


     

    and

     

    


     

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

     

    


     

    as
      Series
      Trustee

     

    


     

    FIFTH
      SUPPLEMENTAL INDENTURE

     

    


     

    Dated
      as of
      October 15, 2007

     

    


     

    To

     

    


     

    INDENTURE

     

    


     

    Dated
      as of
      June 1, 1987

     

    
      

    

     

    
 

    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. 

            	
              2

            
	
               

            	 
	
              ARTICLE
                2
                Amendments to Original Indenture 

            	
              2

            
	
              SECTION
                2.01.
                Definition of “Affiliate”. 

            	
              2

            
	
              SECTION
                2.02.
                Legal Existence. 

            	
              2

            
	
              SECTION
                2.03.
                Consolidation, Merger and Sale. 

            	
              2

            
	
              SECTION
                2.04.
                Supplemental Indentures Without Consent of Holders. 

            	
              2

            
	
              SECTION
                2.05.
                Non-Recourse to any General Partner; No Personal Liability of Officers,
                Directors, Employees, Partners, Etc. 

            	
              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. 

            	
              4

            


    

     

     

    
 

    
      
        
          
          

        

        
          
          

          
            

          

        

         

      

    

     

    


    FIFTH
      SUPPLEMENTAL INDENTURE, dated as of October 15, 2007 (this
“Fifth Supplemental Indenture”), among (i)
SOUTHERN NATURAL GAS COMPANY, a Delaware corporation
      (the
“Company”), (ii) WILMINGTON TRUST
      COMPANY, a Delaware banking corporation, as trustee under the Indenture
      referred to below except as otherwise provided below (in such capacity, the
      “Original Trustee”) (as successor-in-interest to
      JPMorgan Chase Bank, National Association, successor to Manufacturers Hanover
      Trust Company, pursuant to the Instrument of Resignation, Appointment and
      Acceptance, dated as of February 27, 2003 (the “2003 Resignation and
      Appointment”)), and (iii) THE BANK OF NEW YORK TRUST
      COMPANY, N.A., a national banking association, as trustee under the
      Indenture referred to below with respect to the series of Securities designated
      5.90% Notes Due 2017 issued pursuant to the Third Supplemental Indenture (as
      defined below) (in such capacity, the “Series
      Trustee”).

     

    RECITALS
      OF
      THE COMPANY

     

    WHEREAS,
      the
      Company has issued Securities pursuant to the Indenture, dated as of June 1,
      1987 (the “Original Indenture”), as amended and
      supplemented by (i) the First Supplemental Indenture, dated as of September
      30,
      1997 (the “First Supplemental Indenture”), (ii) the
      Second Supplemental Indenture, dated as of February 13, 2001 (the
“Second Supplemental Indenture”), (iii) the 2003
      Resignation and Appointment, (iv) the Third Supplemental Indenture, dated as
      of
      March 26, 2007 (the “Third Supplemental Indenture”)
      and (v) the Fourth Supplemental Indenture, dated as of May 4, 2007 (the
“Fourth Supplemental Indenture”) (the Original
      Indenture, as so amended and supplemented by the First Supplemental Indenture,
      the Second Supplemental Indenture, the 2003 Resignation and Appointment, the
      Third Supplemental Indenture and the Fourth Supplemental Indenture, being
      referred to herein as the “Indenture”);
      and

     

    WHEREAS,
      Section
      12.02 of the Original Indenture provides that, with the consent (evidenced
      as
      provided in Section 10.01 of the Original Indenture) of the Holders of not
      less
      than a majority in aggregate principal amount of the Outstanding Securities
      of
      each series affected by a supplemental indenture, the Company and the trustee
      under the Indenture may from time to time and at any time enter into an
      indenture or indentures supplemental to the Original Indenture for the purpose
      of adding any provisions to or changing in any manner or eliminating any of
      the
      provisions of the Original Indenture or of any supplemental indenture or
      modifying in any manner the rights of the Holders of the Securities of each
      such
      series; and

     

    WHEREAS,
      the
      Company has heretofore delivered or is delivering contemporaneously herewith
      to
      the Original Trustee and the Series Trustee (i) a copy of resolutions of the
      Board of Directors of the Company authorizing the execution of this Fifth
      Supplemental Indenture, (ii) evidence of the written consent of the Holders
      set
      forth in the immediately preceding paragraph, (iii) the Opinion of Counsel
      referred to in Section 12.06 of the Original Indenture and (iv) 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 Original 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
      Original 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 Original Indenture is hereby amended as set
      forth
      below.

     

    SECTION
      2.01.  Definition
      of “Affiliate”.

     

    Section
      1.01 of the
      Original Indenture is hereby amended by inserting, in its appropriate
      alphabetical position, the following definition:

     

    “Affiliate”
of
      any
      specified person means any other person directly or indirectly controlling
      or
      controlled by or under direct or indirect common control with such specified
      person.  For the purposes of this definition, “control” when used with
      respect to any person means the power to direct the management and policies
      of
      such person, directly or indirectly, whether through the ownership of voting
      securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.

     

    SECTION
      2.02.  Legal
      Existence.  

     

    Section
      6.04 of the
      Original Indenture is hereby amended and restated to read, in its entirety,
      as
      follows:

     

    SECTION
      6.04.  Subject to Article Thirteen, the Company will do or cause to be
      done all things necessary to preserve and keep in full force and effect its
      legal existence and franchises; provided, however, that the
      Company shall not be required to preserve any such franchise if the Board of
      Directors shall determine that the preservation thereof is no longer desirable
      in the conduct of the business of the Company and that the loss thereof is
      not
      disadvantageous in any material respect to the Holders; and provided
      further that this Section 6.04 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 to each series of Securities at any time issued hereunder
      and is jointly and severally liable with respect to any and all obligations
      of
      the Company under this Indenture and each such series of Securities, as a
      primary obligor and not as a guarantor or surety.

     

    SECTION
      2.03.  Consolidation,
      Merger and Sale.  

     

    Section
      13.01 of
      the Original Indenture is hereby amended by adding the following new paragraph
      to appear at the end of such section.

     

    Notwithstanding
      the
      foregoing, this Section 13.01 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 to each series of Securities at any time issued hereunder and is jointly
      and
      severally liable with respect to any and all obligations of the Company under
      this Indenture and each such series of Securities, as a primary obligor and
      not
      as a guarantor or surety.

     

    SECTION
      2.04.  Supplemental
      Indentures Without Consent of Holders.

     

    Section
      12.01 of
      the Original Indenture is hereby amended as follows:

     

    
      	
               

            	
              (a)

            	
              by
                deleting
                the “and” appearing at the end of clause
                (h);

            


    

     

    
      	
               

            	
              (b)

            	
              by
                deleting
                the period (“.”) appearing at the end of clause (i) and replacing it with
                “; and”; and

            


    

     

    
      	
               

            	
              (c)

            	
              by
                adding the
                following additional clause (j) to appear immediately following clause
                (i):

            


    

     

    (j)  to
      add a corporate co-issuer party to this Indenture and each series of Securities
      as described in Sections 6.04 and 13.01 of this Indenture.

     

    SECTION
      2.05.  Non-Recourse
      to any General Partner; No Personal Liability of Officers, Directors, Employees,
      Partners, Etc.

     

    Section
      16.12 of
      the Original Indenture is hereby amended and restated to read, in its entirety,
      as follows:

     

    SECTION
      16.12  The Trustee, and each Holder of a Security 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 such Securities, and (2) no
      director, officer, employee, stockholder, member, manager, limited partner
      or
      other holder of the equity securities, as such, of the Company any corporate
      co-issuer, the Trustee, any general partner of the Company or any Affiliate
      of
      any of the foregoing entities shall have any personal liability in respect
      of
      the obligations of the Company  or any corporate co-issuer under this
      Indenture or such Securities by reason of his, her or its
      status.  Accordingly, without limiting the generality of the
      foregoing, obligations of the Company and any corporate co-issuer under this
      Indenture and the Securities hereunder are non-recourse to any general partner,
      director, officer, employee, stockholder, member, manager, limited partner
      or
      other holder of the equity securities, as such, of the Company, any corporate
      co-issuer and their respective Affiliates (other than the Company or any
      corporate co-issuer), and are payable only out of the cash flow and assets
      of
      the Company and any corporate co-issuer.

     

    ARTICLE
      3

    Miscellaneous

     

    SECTION
      3.01.  Certain
      Trustee Matters. 

     

    The
      recitals
      contained herein shall be taken as the statements of the Company, and neither
      the Original Trustee nor the Series Trustee assumes any responsibility for
      their
      correctness.

     

    Neither
      the
      Original Trustee nor the Series Trustee makes any representations as to the
      validity or sufficiency of this Fifth Supplemental Indenture or the proper
      authorization or the due execution hereof by the Company.

     

    In
      entering into
      this Fifth Supplemental Indenture, the Original Trustee and the Series Trustee
      shall be entitled to the benefit of every provision of the Indenture (to the
      extent applicable to the Original Trustee or Series Trustee, as the case may
      be), whether or not elsewhere herein so provided.

     

    SECTION
      3.02.  Continued
      Effect. 

     

    Except
      as expressly
      supplemented and amended by this Fifth 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 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.

     

    


     

    


     

    SOUTHERN
      NATURAL
      GAS COMPANY

    


    


    By:       /s/John
      J.
      Hopper                                

    Name:  John
      J.
      Hopper                                                                         

    Title:     Vice
      President
      and Treasurer                                                                 

    


    


    


    


    WILMINGTON
      TRUST
      COMPANY

    as
      Original
      Trustee

    


    


    By:        /s/Michael
      G. Oller,
      Jr.                         

                    
      Michael
      G.
      Oller, Jr., Senior Financial Services Officer

                 Authorized
      Signatory

    


    


    


    


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

    as
      Series
      Trustee

    


    


    By:        /s/Brian
      Echausee                              


                
       Brian Echausee, Trust Officer 

                     Authorized
      Signatory