COLORADO INTERSTATE GAS COMPANY as Issuer COLORADO INTERSTATE ISSUING CORPORATION as Co-issuer and THE BANK OF NEW YORK TRUST COMPANY, N.A. as Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of November 1, 2007 To INDENTURE Dated as of June 27, 1997
EXHIBIT
4.A
as
Issuer
COLORADO
INTERSTATE ISSUING CORPORATION
as
Co-issuer
and
THE
BANK OF
NEW YORK TRUST COMPANY, N.A.
as
Trustee
Dated
as of
November 1, 2007
To
INDENTURE
Dated
as of
June 27, 1997
TABLE
OF
CONTENTS
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Page
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2
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SECTION
1.01.
Relation to Indenture.
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2
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SECTION
1.02.
Definitions.
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2
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SECTION
1.03.
General References.
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2
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ARTICLE
2
Amendments to Original Indenture.
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2
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SECTION
2.01.
Co-issuer Party.
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2
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ARTICLE
3
Miscellaneous.
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2
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SECTION
3.01.
Certain Trustee Matters.
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2
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SECTION
3.02.
Continued Effect.
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2
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SECTION
3.03.
Governing Law.
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3
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SECTION
3.04.
Counterparts.
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3
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FIFTH
SUPPLEMENTAL INDENTURE, dated as of November 1, 2007 (this
"Fifth Supplemental Indenture"), among
COLORADO INTERSTATE GAS COMPANY, a Delaware corporation (the
"Company"), COLORADO INTERSTATE ISSUING
CORPORATION, a Delaware corporation ("Finance
Corp"), and THE BANK OF NEW YORK TRUST COMPANY,
N.A., a national banking association (successor-in-interest to ▇▇▇▇▇▇
Trust and Savings Bank), as 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 June 27, 1997
(the "Original Indenture"), as amended and
supplemented by (i) the First Supplemental Indenture thereto dated as of June
27, 1997 (the "First Supplemental Indenture"), (ii)
the Second Supplemental Indenture thereto dated as of March 9, 2005 (the
"Second Supplemental Indenture"), (iii) the Third
Supplemental Indenture thereto dated as of November 1, 2005 (the
"Third Supplemental Indenture"), and (iv) the Fourth
Supplemental Indenture thereto dated as of October 15, 2007 (the
"Fourth Supplemental Indenture") (the Original
Indenture, as supplemented from time to time, including without limitation
pursuant to the First Supplemental Indenture, the Second Supplemental Indenture,
the Third Supplemental Indenture and the Fourth Supplemental Indenture, being
referred to herein as the "Indenture");
and
WHEREAS,
the
Company intends to convert to a Delaware general partnership 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 so long as, immediately
after giving effect to the Conversion, at least one corporation is a co-issuer
party to the Indenture and to each Series of Securities at any time issued
thereunder and is jointly and severally liable with respect to any and all
obligations of the Company under the Indenture and each such Series of
Securities, as a primary obligor and not as a guarantor or surety;
and
WHEREAS,
Section
9.01 of the Indenture provides that the Company and the Trustee under the
Indenture may from time to time and at any time, without the consent of the
Holders of the Outstanding Securities, enter into an indenture or indentures
supplemental to the Indenture for the purpose of adding a corporate co-issuer
party to the Indenture and to each Series of Securities; and
WHEREAS,
the
parties hereto desire to amend the Indenture 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 (i) a copy of resolutions of the Board of Directors of the Company
and a copy of resolutions of the Board of Directors of Finance Corp, each
authorizing the execution of this Fifth Supplemental Indenture, (ii) the Opinion
of Counsel referred to in Section 9.06 of the Indenture and (iii) 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 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
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 Indenture is hereby amended as set forth
below.
SECTION
2.01. Co-issuer
Party.
Article
Ten of the
Indenture is hereby amended by adding the following Section 10.17
thereto:
SECTION
10.17. Co-issuer
Party.
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 10.17 shall become effective at the time that the
Company converts to a Delaware general partnership 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 assumes no responsibility for their
correctness.
The
Trustee makes
no representations as to the validity or sufficiency of this Fifth Supplemental
Indenture or the proper authorization or the due execution hereof by the Company
or Finance Corp.
SECTION
3.02. Continued
Effect.
Except
as expressly
supplemented and amended by this Fifth Supplemental Indenture, the Original
Indenture (as supplemented and amended by the First Supplemental Indenture,
the
Second Supplemental Indenture, the Third Supplemental Indenture and
the Fourth Supplemental Indenture) shall continue in full force and effect
in
accordance with the provisions thereof, and the Original Indenture (as
supplemented and amended by the First Supplemental Indenture, the Second
Supplemental Indenture, the Third Supplemental Indenture, the Fourth
Supplemental Indenture and 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.
| COLORADO INTERSTATE GAS COMPANY | |||
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By:
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/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||
| ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Vice President and Treasurer | |||
| COLORADO INTERSTATE ISSUING CORPORATION | |||
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By:
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/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||
| ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Vice President and Treasurer | |||
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THE
BANK OF
NEW YORK TRUST COMPANY, N.A.
as
Trustee
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By:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||
| Trust Officer | |||