SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 8-K
Current Report
Pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of earliest event reported: June 6, 1995
SONAT INC.
(Exact name of registrant as specified in its charter)
Delaware 1-7179 63-0647939
(State of (Commission (IRS Employer
Incorporation) File Number) Identification
No.)
AmSouth-Sonat Tower
Birmingham, Alabama 35202
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
205-325-3800
<PAGE>
Item 5. Other events.
On June 6, 1995, Sonat Inc. (the "Company") entered into an Underwriting
Agreement, in the form attached hereto as Exhibit 1-(1), with the Underwriters
named therein with respect to the issue and sale by the Company of $200,000,000
aggregate principal amount of its 6-7/8% Notes due June 1, 2005 (the "Notes"),
registered under its Registration Statement on Form S-3 (No. 33-62166) (the
"Registration Statement"). The Notes will be issued under the Indenture dated as
of June 1, 1986, as supplemented by the First Supplemental Indenture, dated as
of June 1, 1995, between the Company and Chemical Bank, as successor by merger
to Manufacturers Hanover Trust Company, as Trustee, in the form incorporated by
reference herein as Exhibit 4-(1) hereto.
On June 6, 1995, by resolution duly adopted at a meeting at which a quorum was
present and acting throughout, the Board of Directors of the Company designated
and appointed James A. Rubright, whose address is 1900 Fifth Avenue North,
Birmingham, Alabama 35203, as the Company's agent for service in all matters
relating to the Registration Statement and any amendments thereto.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
The Index to exhibits to this Report is incorporated by
reference herein by reference.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
SONAT INC.
By Thomas W. Barker, Jr.
---------------------
Thomas W. Barker, Jr.
Vice President - Finance and
Treasurer
Dated: June 12, 1995
<PAGE>
SONAT INC.
CURRENT REPORT ON FORM 8-K
INDEX TO EXHIBITS
Exhibit
No. Exhibit
1* Form of Underwriting Agreement, dated June 6, 1995, including
Underwriting Agreement Standard Provisions, dated June 6,
1995, incorporated into the Underwriting Agreement by
reference
4-(1)* Indenture, dated as of June 1, 1986, as supplemented by
(1) Form of the First Supplemental Indenture dated as
of June 1, 1995, between the Company and Chemical
Bank, as successor by merger to Manufacturers Hanover
Trust Company, as Trustee, incorporated by reference
herein from Exhibit 4(1) to Amendment No. 1 to
Registration Statement No. 33-5947, dated June 4, 1986,
except to (1)
4-(2)* Form of Note
12 Computation of Ratio of Earnings Fixed Charges filed
as Exhibit 12 to Form 10-Q of Sonat Inc. for the quarter
ended March 31, 1995
* Filed herewith
<PAGE>
EX 1-(1)
UNDERWRITING AGREEMENT
-----------------
June 6, 1995
Sonat Inc.,
Amsouth-Sonat Tower,
Birmingham, Alabama 35203.
Dear Sirs:
The underwriters named below (such underwriters being herein
called the "Underwriters") understand that Sonat Inc., a Delaware corporation
(the "Company"), proposes to issue and sell $200,000,000 aggregate principal
amount of 6 7/8% Notes due June 1, 2005 (the "Purchased Securities"), registered
on Registration Statement No. 33-62166. Subject to the terms and conditions set
forth herein and incor- porated by reference herein and referred to below, the
Company hereby agrees to sell and the Underwriters agree to purchase, severally
and not jointly, the principal amount of such Purchased Securities set forth
opposite their names at 98.927% of their principal amount and accrued interest
from June 1, 1995, to the date of payment and delivery.
Principal Amount
Name of Notes
Goldman, Sachs & Co. . . . . . . . . $ 66,700,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated . . . . . . . 66,650,000
Chase Securities, Inc. . . . . . . . . 66,650,000
Total . . . . . . . . . . . $200,000,000
The Underwriters will pay for such Purchased Secu- rities upon
delivery thereof at the offices of Sullivan & Cromwell, 125 Broad Street, New
York, New York at 10:00 a.m.
(New York time) on June 12, 1995.
Lan3/129671.02
<PAGE>
The Purchased Securities shall have the following terms:
Maturity: June 1, 2005
Interest Rate: 6 7/8%
Redemption Provisions: Not redeemable prior to
maturity.
Defeasance Provisions: Subject to the defeasance and covenant
defeasance provisions of Article 15 of the Indenture,
dated as of June 1, 1986, between the Company and
Chemical Bank, as successor by merger to
Manufacturers Hanover Trust Company, as Trustee.
Interest Payment Dates: June 1 and December 1,
commencing December 1, 1995.
Unless otherwise provided herein, all the provi- sions
contained in the document entitled Sonat Inc. Underwriting Agreement Standard
Provisions, dated June 6, 1995, a copy of which is attached hereto, are herein
incorporated by reference in their entirety and shall be deemed to be a part of
this Agreement to the same extent as if such provisions had been set forth in
full herein.
All notices and communications hereunder to an Underwriter
shall be given to Goldman, Sachs & Co., attention of the Registration Statement,
at the address set forth below.
This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
This Agreement may be executed by any one or more of the
parties hereto in any number of counterparts, each of which shall be deemed to
be an original, but all such
-2-
Lan3/129671.02
<PAGE>
respective counterparts shall together constitute one and
the same instrument.
Very truly yours,
GOLDMAN, SACHS & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
CHASE SECURITIES, INC.
By: Goldman, Sachs & Co.
(Goldman, Sachs & Co.)
85 Broad Street
New York, New York 10004
n behalf of each of the Underwriters
Accepted:
SONAT INC.
By:
Name:
Title:
-3-
Lan3/129671.02
<PAGE>
SONAT INC.
Debt Securities
UNDERWRITING AGREEMENT STANDARD PROVISIONS
------------------
June 6, 1995
Sonat Inc., a Delaware corporation (the "Company"), proposes to issue and
sell from time to time certain of its debt securities ("Debt Securities")
registered under the Securities Act of 1933 (the "Securities Act") as set forth
in Section 3. The Debt Securities are to be issued under an indenture, dated as
of June 1, 1986 as amended or supplemented from time to time (the "Indenture"),
between the Company and Chemical Bank, as successor by merger to Manufacturers
Hanover Trust Company, as Trustee (the "Trustee"). From time to time, the
Company may enter into one or more underwriting agreements that provide for the
sale of the Debt Securities to the underwriter or several underwriters named
therein (the "Underwriters"). The standard provisions set forth herein may be
incorporated by reference in any such underwriting agreement (an "Underwriting
Agreement"). The Underwriting Agreement, including the provisions hereof
incorporated therein by reference, is herein referred to as this Agreement. 1.
Sale and Purchase of the Debt Securities. On the basis of the representations,
warranties and agreements herein contained, the Company proposes to issue and
sell the Debt Securities in one or more series, which series may vary as to
their terms (including, but not limited to, interest rate, maturity, any
redemption provisions and any sinking fund requirements), all of such terms for
any particular series being determined at the time of sale. All or a portion of
a particular series of the Debt Securities will be purchased by the Underwriters
for resale upon terms of offering determined at the time of sale. The Debt
Securities so to be purchased in any such offering are hereinafter referred to
as the "Purchased Securities", and any firm or firms acting as representatives
of such Underwriters are hereinafter referred to as the "Representatives". If
with respect to the Purchased Securities such Representatives are acting on
behalf of the Underwriters, references herein to the Underwriters (or a majority
in interest thereof) or the Representatives in the alternative shall be deemed
to refer only to the Representatives. The term "Underwriters' Securities" means
Purchased Securities other than Contract Securities. The term "Contract
Securities" means Purchased Securities, if any, to be purchased pursuant to
delayed delivery contracts referred to below. 125_LAN03\129621.2
<PAGE>
If this Agreement provides for sales of Purchased Securities pursuant to
delayed delivery contracts, the Company hereby authorizes the Underwriters to
solicit offers to purchase Contract Securities on the terms and subject to the
conditions set forth in the Prospectus (as hereinafter defined) pursuant to
delayed delivery contracts substantially in the form of Schedule I attached
hereto (the "Delayed Delivery Contracts") but with such changes therein as the
Company may authorize or approve. Delayed Delivery Contracts are to be with
institutional investors approved by the Company and of the types set forth in
the Prospectus. On the Closing Date (as hereinafter defined), the Company will
pay the Underwriters the fee set forth in the Underwriting Agreement in respect
of the principal amount of Contract Securities. The Underwriters will not have
any responsibility in respect of the validity or the performance of Delayed
Delivery Contracts. If the Company executes and delivers Delayed Delivery
Contracts with institutional investors, the Contract Securities shall be
deducted from the Purchased Securities to be purchased by the several
Underwriters and the aggregate principal amount of Purchased Securities to be
purchased by each Underwriter shall be reduced pro rata in proportion to the
principal amount of Purchased Securities set forth opposite each Underwriter's
name in the Underwriting Agreement, except to the extent that the
Representatives, if any, determine that such reduction shall be otherwise and so
advise the Company. The obligations of the Underwriters under this Agreement are
several and not joint. 2. Payment and Delivery. Delivery by the Company of the
Underwriters' Securities and payment by the Underwriters therefor by certified
or official bank check or checks payable to the Company in New York Clearing
House funds, or, if the Underwriters' Securities are denominated in a currency
or currencies other than United States Dollars, by such other means specified in
this Agreement, shall take place at the office, on the date and at the time
specified in this Agreement, which date and time may be postponed for not more
than twelve business days by agreement between a majority in interest of the
Underwriters or the Representatives and the Company (such date and time of
delivery and payment for the Underwriters' Securities is hereinafter referred to
as the "Closing Date"). The Underwriters' Securities shall be registered in such
names and shall be in such denominations as the Underwriters or Representatives
shall request at least two full business days (or such lesser number of days as
shall be specified in the Underwriting Agreement) prior to the Closing Date and
shall be made available to the Underwriters or Representatives for checking and
packaging at least one full business day prior to the Closing Date. 3.
Registration Statement and Prospectus; Public Offering. The Company has filed
with the Securities and Exchange Commission (the "Commission"), pursuant to the
Securities Act and the rules and regulations adopted by the Commission
thereunder (the "Rules"), a registration statement on Form S-3, including a
prospectus, relating to the Debt Securities, and such registration statement has
become effective. The Company will file with, or mail for filing to, the
Commission a prospectus supplement specifically relating to the Purchased
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125_LAN03\129621.2
<PAGE>
Securities pursuant to Rule 424 under the Securities Act (the "Prospectus
Supplement"). The term "Registration Statement" means the registration
statement, including financial statements, exhibits and Incorporated Documents
(as hereinafter defined) as amended to the date of this Agreement. The term
"Basic Prospectus" means the prospectus included in the Registration Statement.
The term "Prospectus" means the Basic Prospectus together with the Prospectus
Supplement. The term "Preliminary Prospectus" means the Basic Prospectus
together with a preliminary prospectus supplement specifically relating to the
Purchased Securities. As used herein, the terms "Registration Statement", "Basic
Prospectus", "Prospectus" and "Preliminary Prospectus" shall include in each
case all documents incorporated, or deemed to be incorporated, therein by
reference pursuant to the requirements of Item 12 of Form S-3 under the
Securities Act (the "Incorporated Documents"), and any reference herein to the
terms "amend", "amendment" or "supplement" with respect to any of the foregoing
documents shall be deemed to refer to and include the filing of any Incorporated
Documents after the date of this Agreement. The Company understands that the
Underwriters propose to make a public offering of the Purchased Securities, as
set forth in and pursuant to the Prospectus relating thereto. The Company hereby
confirms that the Underwriters and any dealers selected by them are authorized
to distribute such Prospectus (as from time to time further amended or
supplemented if the Company furnishes amendments or supplements thereto to the
Underwriters in addition to the Prospectus Supplement).
4. Representations and Warranties. The Company represents and warrants to
each Underwriter that:
(a) The Company meets the requirements for the use of Form S-3 under
the Securities Act.
(b) The Registration Statement, at the time it became effective, and the
Prospectus contained therein, complied, and on the date of the Prospectus
Supplement and when any amendment to the Registration Statement becomes
effective or any supplement to the Prospectus is filed with the Commission, the
Registration Statement, the Prospectus and any such amendment or supplement,
respectively, will comply, fully in all material respects with the requirements
of the Securities Act and the Rules; the Incorporated Documents comply and will
comply fully in all material respects with the requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and the rules and regulations adopted
by the Commission thereunder; the Indenture complies and will comply fully in
all material respects with the requirements of the Trust Indenture Act of 1939
(the "Trust Indenture Act"); and at the date of the Prospectus Supplement, at
the date of any further amendment to the Registration Statement or supplement to
the Prospectus and at the Closing Date, the Registration Statement and
Prospectus will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading, except that this representation and warranty
does not apply to (i) statements or omissions in the
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125_LAN03\129621.2
<PAGE>
Registration Statement or Prospectus (or in amendments or supplements
thereto) made in reliance upon information furnished in writing to the Company
by any Underwriter or the Representatives on behalf of any Underwriter expressly
for use therein; or (ii) that part of the Registration Statement which shall
constitute the Statement of Eligibility and Qualification of the Trustee under
the Trust Indenture Act on Form T-1, except statements or omissions in such
Statement made in reliance upon information furnished in writing to the Trustee
on behalf of the Company for use therein.
(c) The certificate delivered pursuant to paragraph (d) of Section 5 hereof
in connection with the issuance and sale of the Underwriters' Securities will
be, on the date on which it is delivered, in all material respects true and
complete.
5. Conditions of the Underwriters' Obligations. The obligations of the
Underwriters hereunder to purchase and pay for the Underwriters' Securities are
subject to the following conditions:
(a) No order suspending the effectiveness of the Registration Statement
shall be in effect and no proceedings for such purpose shall be pending before
or threatened by the Commission and any request for additional information on
the part of the Commission (to be included in the Registration Statement or the
Prospectus or otherwise) shall have been complied with to the reasonable
satisfaction of the Underwriters or the Representatives.
(b) Subsequent to the execution of this Agreement, (i) there shall not have
been any change in the capital stock or long term debt of the Company and its
subsidiaries, (ii) there shall not have been any change on a consolidated basis
in the general affairs, management, financial position or results of operations
of the Company and its subsidiaries taken as a whole, whether or not arising
from transactions in the ordinary course of business, in each case other than as
set forth in or contemplated by the Registration Statement and Prospectus, (iii)
the Company and its subsidiaries shall not have sustained any material loss or
interference with their business taken as a whole from fire, explosion, flood or
other calamity, whether or not covered by insurance, or from any labor dispute
or any court or legislative or other governmental action, order or decree, which
is not set forth in the Registration Statement and Prospectus, (iv) no
downgrading shall have occurred in the rating accorded the Company's debt
securities by Standard & Poor's Corporation or Moody's Investors Service, Inc.
and (v) if the Underwriters' Securities are denominated in a currency or
currencies other than United States Dollars, there shall not have occurred any
action by any governmental authority or any change involving currency exchange
rates or exchange controls, if in the reasonable judgment of a majority in
interest of the Underwriters or the Representatives any such development
referred to in clause (i), (ii), (iii), (iv) or (v) is so material and adverse
as to make it impracticable or inadvisable to consummate the sale and delivery
of the Underwriters' Securities by the Underwriters as contemplated in the
Prospectus.
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<PAGE>
(c) The representations and warranties of the Company contained herein
shall be true and correct on and as of the Closing Date and the Company shall
have performed all covenants and agreements herein contained to be performed on
its part at or prior to the Closing Date.
(d) The Underwriters or the Representatives shall have received on the
Closing Date a certificate, dated the Closing Date, of the Chairman of the
Board, the Vice Chairman of the Board, the President, any Vice President or the
Treasurer and the chief financial or chief accounting officer of the Company,
which shall certify that (i) no order suspending the effectiveness of the
Registration Statement or prohibiting the sale of the Purchased Securities has
been issued and no proceedings for such purpose are pending before or, to the
knowledge of such officers, threatened by the Commission and (ii) the
representations and warranties of the Company contained herein are true and
correct on and as of the Closing Date and the Company has performed all
covenants and agreements herein contained to be performed on its part at or
prior to the Closing Date.
(e) Within 24 hours after the execution of the Underwriting Agreement by
the Company (or at such later time acceptable to the Representatives, or if
there are none, such firm as may be designated by a majority in interest of the
Underwriters) and on the Closing Date, the Representatives or such designated
firm shall have received signed letters from Ernst & Young, dated the date of
delivery, (i) in the case of the first such letter, substantially identical to
the proposed form of such letter previously delivered to the Representatives or
such designated firm; and (ii) in the case of the second such letter,
confirming, on the basis of a review in accordance with the procedures set forth
in the first such letter, that nothing has come to their attention from the date
of the most recent financial statements of the Company filed with the
Commission, audited or interim, as the case may be, to a date not more than six
days prior to the Closing Date which would require any change in the first such
letter if it were required to be dated and delivered on the Closing Date, except
in each case as described in the second such letter.
(f) The Underwriters or the Representatives shall have received on the
Closing Date from James A. Rubright, Esq. an opinion, dated the Closing Date,
substantially identical to the form of his opinion attached hereto as Annex A.
(g) The Underwriters or the Representatives shall have received on the
Closing Date from Sullivan & Cromwell, counsel for the Underwriters, opinions
dated the Closing Date, with respect to the Company, the Underwriters'
Securities, the Registration Statement and Prospectus and this Agreement. Such
opinions shall be satisfactory in all respects to the Underwriters or the
Representatives, and the Company shall have furnished to counsel for the
Underwriters such documents as they may reasonably request for the purpose of
enabling them to render such opinions.
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(h) Subsequent to execution of this Agreement there shall not have occurred
any of the following: (x) a suspension or material limitation in trading in
securities generally on the New York Stock Exchange or (y) a general moratorium
on commercial banking activities in New York declared by either Federal or New
York State authorities.
(i) The Company shall have complied with the provisions of Section 6(d)
hereof with respect to the furnishing of prospectuses on the New York business
day next succeeding the date of this Agreement.
6. Covenants. The Company covenants and agrees as follows:
(a) To advise the Underwriters or the Representatives promptly of any
amendment or supplementation of the Registration Statement or the Prospectus
(excluding the filing of Incorporated Documents) prior to the termination of the
distribution of the Underwriters' Securities, to furnish the Underwriters or the
Representatives with a copy of such amendment or supplementation, and not to
file any such amendment or supplementation to which a majority in interest of
the Underwriters or the Representatives shall reasonably object.
(b) As soon as the Company is advised thereof, to advise the Underwriters
or the Representatives (i) of the initiation or threatening by the Commission of
any proceedings for the issuance of any order suspending the effectiveness of
the Registration Statement, or the qualification of the Indenture, and (ii) of
receipt by the Company or any representative or attorney of the Company of any
other communication from the Commission relating to the Company, the
Registration Statement, any Preliminary Prospectus or the Prospectus. The
Company will make every reasonable effort to prevent the issuance of an order
suspending the effectiveness of the Registration Statement or the qualification
of the Indenture and if any such order is issued to obtain as soon as possible
the lifting thereof.
(c) To deliver, without charge, to the counsel for the Underwriters, three
signed copies of the registration statement, including exhibits and Incorporated
Documents, relating to the Debt Securities in the form it became effective and
of all amendments thereto, including exhibits.
(d) Prior to 10:00 a.m., New York City time, on the business day next
succeeding the date of the Underwriting Agreement, to furnish the Underwriters
with copies of the Prospectus in New York City in such quantities as the
Representatives may reasonably request, and during such period as a prospectus
is required by law to be delivered in connection with sales of Purchased
Securities by an Underwriter or dealer, to deliver to the Representatives or to
Underwriters and dealers, at such office or offices as the Underwriters or the
Representatives may designate, as many conformed copies of the Indenture, the
Registration Statement (excluding exhibits but including the Incorporated
Documents), each Preliminary Prospectus, the Prospectus
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<PAGE>
and all amendments and supplements to such documents as the Underwriters or
the Representatives may reasonably request.
(e) During the period in which copies of the Prospectus are to be delivered
as provided in paragraph (d) above, if any event occurs as a result of which it
shall be necessary to amend or supplement the Prospectus in order to make the
statements therein not misleading or to file any document which will be deemed
an Incorporated Document in order to comply with the Exchange Act and the rules
and regulations thereunder, forthwith (at its own expense, if such supplement or
amendment is required at any time within nine months from the first date upon
which Purchased Securities to which such Prospectus relates are offered to the
public) to prepare and file with the Commission either (i) amendments or
supplements to the Prospectus so that the statements in the Prospectus, as so
amended or supplemented, will not be misleading or (ii) documents which will
effect such compliance. Delivery by Underwriters of any such amendments or
supplements to the Prospectus or documents shall not constitute a waiver of any
of the conditions set forth in Section 5 hereof. In case any Underwriter is
required to deliver a Prospectus nine months or more after the first date upon
which the Purchased Securities to which such Prospectus relates are offered to
the public, the Company will, upon the request of such Underwriter or the
Representatives but at the expense of such Underwriter, furnish such Underwriter
with reasonable quantities of prospectuses complying with Section 10(a)(3) of
the Securities Act. The Underwriters agree to use the Prospectus, as amended and
supplemented from time to time, in lieu of the Prospectus theretofore in effect.
(f) To make generally available to the Company's security holders, as soon
as practicable, but in no event later than 45 days after the end of the 12-month
period beginning at the end of the Company's fiscal quarter during which the
filing of the Prospectus pursuant to Rule 424 under the Securities Act occurs
(except not later than 95 days if such filing date is in the quarter ending
December 31), an earning statement which satisfies the provisions of Section
11(a) of the Securities Act.
(g) To take such action as the Underwriters or the Representatives may
reasonably request in order to qualify the Purchased Securities for offer and
sale under the securities or "blue sky" laws of such jurisdictions as the
Underwriters or the Representatives may reasonably request; provided that in no
event shall the Company be obligated to qualify to do business in any
jurisdiction where it is not now so qualified or to take any action which would
subject it to service of process in suits, other than those arising out of the
offering or sale of the Purchased Securities, in any jurisdiction where it is
not now so subject.
(h) During the period of five years from the date of this Agreement, to
supply to the Representatives, if any, and to each other Underwriter who may so
request in writing, a copy of each annual or other report it shall be required
to file with the Commission.
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(i) To pay, or reimburse if paid by the Underwriters or the
Representatives, whether or not the transactions contemplated hereby are
consummated or this Agreement is terminated, all reasonable costs and expenses
incident to the performance of the obligations of the Company under this
Agreement, including those relating to (i) the preparation, printing and filing
of the Registration Statement and exhibits thereto, each Preliminary Prospectus,
the Prospectus, all amendments and supplements to the Registration Statement and
the Prospectus (except as provided in paragraph (e) above), and the printing of
the Underwriting Agreements (including the Agreement Among Underwriters, if any,
and the Agreements With Dealers, if any), (ii) the issuance of the Purchased
Securities and the preparation and delivery of certificates for the Purchased
Securities to the Underwriters, (iii) the registration or qualification of the
Purchased Securities for offer and sale under the securities or "blue sky" laws
of the various jurisdictions referred to in paragraph (g) above, including the
fees and disbursements of counsel for the Underwriters in connection therewith
and the preparation and printing of preliminary or supplementary "blue sky"
memoranda and legal investment memoranda, (iv) the furnishing to the
Representatives, if any, and the Underwriters of copies of each Preliminary
Prospectus, the Prospectus and all amendments or supplements to the Prospectus
(except as provided in paragraph (e) above), and of the several documents
required by this Section 6 to be so furnished, including costs of shipping and
mailing, (v) the listing, if any, of the Purchased Securities on any national
securities exchange, (vi) the filing requirements of the National Association of
Securities Dealers, Inc., in connection with its review of corporate financings,
(vii) the rating of the Purchased Securities by rating agencies, and (viii) the
furnishing to the Representatives, if any, and to the Underwriters of copies of
all reports and information required by paragraph (h) above, including costs of
shipping and mailing; but the Company shall not in any event be liable to any of
the several Underwriters for damages on account of loss of anticipated profits
from the sale by them of the Purchased Securities.
(j) To endeavor to obtain as promptly as practicable the listing of the
Purchased Securities on the national securities exchange designated in the
Underwriting Agreement if any such designation is made.
(k) To prepare the Prospectus as amended and supplemented in relation to
the applicable Purchased Securities in a form approved by the Underwriters or
the Representatives and to file (or transmit by means reasonably calculated to
result in filing) such Prospectus pursuant to Rule 424(b) under the Securities
Act not later than the Commission's close of business on the second business day
following the execution and delivery of this Agreement or, if applicable, such
earlier time as may be required by Rule 424(b).
(l) As soon as the Company is advised thereof, to advise the Underwriters
of any suspension of the qualification of the Purchased Securities for offering
or sale in any jurisdiction or the initiation or threatening of any proceeding
for any such
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purpose. The Company will make every reasonable effort to prevent the
issuance of an order suspending the effectiveness of the qualification of the
Purchased Securities for offering or sale, and if any such order is issued to
obtain as soon as possible the lifting thereof.
7. Indemnification.
(a) The Company agrees to indemnify and hold harmless each Underwriter and
each person, if any, who controls any Underwriter within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act against any and all
losses, claims, damages and liabilities, joint or several (including any
investigation, legal and other expenses reasonably incurred in connection with,
and any amount paid in settlement of, any action, suit or proceeding or any
claim asserted), to which they, or any of them, may become subject under the
Securities Act, the Exchange Act or other federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages
or liabilities arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in any Preliminary Prospectus, the
Registration Statement or the Prospectus, or any amendment or supplement
thereto, or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except insofar as any such untrue statement or omission or alleged
untrue statement or omission was made in (i) such Preliminary Prospectus, the
Registration Statement or the Prospectus, or such amendment or supplement, in
reliance upon and in conformity with information furnished in writing to the
Company by or on behalf of any Underwriter expressly for use in the preparation
thereof or (ii) that part of the Registration Statement which constitutes the
Statement of Eligibility and Qualification of the Trustee under the Trust
Indenture Act other than any such untrue statement or omission or alleged untrue
statement or omission made therein in reliance upon and in conformity with
information furnished in writing to the Trustee by or on behalf of the Company
for use in the preparation thereof; provided, however, that the foregoing
indemnity agreement against losses, claims, damages or liabilities is subject to
the condition that, insofar as it relates to any untrue statement or alleged
untrue statement, omission or alleged omission made in the Registration
Statement or any Preliminary Prospectus but eliminated or remedied in the
Prospectus (not including Incorporated Documents), such indemnity agreement
shall not inure to the benefit of any Underwriter from whom the person asserting
any loss, claim, damage or liability purchased the Underwriters' Securities
which are the subject thereof (or to the benefit of any person who controls such
Underwriter) if such Underwriter failed to send or give a copy of the Prospectus
(not including Incorporated Documents) (or, if the Prospectus (not including
Incorporated Documents) has been amended or supplemented in the manner and under
the circumstances specified in the next following proviso clause and copies
thereof have previously been furnished by or on behalf of the Company to such
Underwriter, then the Prospectus (not including Incorporated Documents) as so
amended or supplemented) to such person at or
12
125_LAN03\129621.2
<PAGE>
prior to the time such action is required by the Securities Act; provided
further, that the foregoing indemnity agreement is also subject to the condition
that, insofar as it relates to any untrue statement or alleged untrue statement,
omission or alleged omission made in the Prospectus attributable solely to facts
or events which occur after the date of this Agreement which untrue statement or
alleged untrue statement, omission or alleged omission is eliminated or remedied
in an amendment or supplement to the Prospectus (not including Incorporated
Documents), such indemnity agreement shall not inure to the benefit of any
Underwriter from whom the person asserting any loss, claim, damage or liability
purchased the Underwriters' Securities which are subject thereof (or to the
benefit of any person who controls such Underwriter), if such Underwriter,
having previously been furnished by or on behalf of the Company with copies of
the Prospectus (not including Incorporated Documents) as so amended or
supplemented, in lieu thereof delivered to such person the Prospectus (not
including Incorporated Documents) without such amendment or supplement.
(b) Each Underwriter agrees to indemnify and hold harmless the Company,
each person, if any, who controls the Company within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act, each director of the
Company and each officer of the Company who signs the Registration Statement to
the same extent as the foregoing indemnity from the Company to each Underwriter,
but only insofar as such losses, claims, damages or liabilities arise out of or
are based upon any untrue statement or omission or alleged untrue statement or
omission which was made in any Preliminary Prospectus, the Registration
Statement or the Prospectus, or any amendment or supplement thereto, in reliance
upon and in conformity with information furnished in writing to the Company by
such Underwriter expressly for use in the preparation thereof.
(c) Any party which proposes to assert the right to be indemnified under
this Section 7 will, promptly after receipt of notice of commencement of any
action, suit or proceeding against such party in respect of which a claim is to
be made against an indemnified party under this Section 7, notify each such
indemnifying party of the commencement of such action, suit or proceeding,
enclosing a copy of all papers served, but the omission so to notify such
indemnifying party of any such action, suit or proceeding shall not relieve it
from any liability which it may have to any indemnified party otherwise than
under this Section 7. In case any such action, suit or proceeding shall be
brought against any indemnified party and it shall notify the indemnifying party
of the commencement thereof, the indemnifying party shall be entitled to
participate in, and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party, and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party shall not be liable to such indemnified
party for any legal or other expenses, other than reasonable costs of
investigation subsequently incurred by such indemnified party in connection with
the defense thereof. The indemnified party
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125_LAN03\129621.2
<PAGE>
shall have the right to employ its counsel in any such action, but the fees
and expenses of such counsel shall be at the expense of such indemnified party
unless (i) the employment of counsel by such indemnified party has been
authorized by the indemnifying parties, (ii) the indemnified party shall have
reasonably concluded that there may be a conflict of interest between the
indemnifying parties and the indemnified party in the conduct of the defense of
such action (in which case the indemnifying parties shall not have the right to
direct the defense of such action on behalf of the indemnified party) or (iii)
the indemnifying parties shall not in fact have employed counsel to assume the
defense of such action. An indemnifying party shall not be liable for any
settlement of any action or claim effected without its consent. For the purposes
of clause (ii) of the preceding sentence only, any indemnified party or parties
shall be represented by one counsel whom they may select with the approval,
which shall not be unreasonably withheld, of the indemnifying parties.
8. Contribution. In order to provide for just and equitable contribution in
circum- stances in which the indemnification provided for in Section 7 is
applicable but for any reason, other than as specified in Section 7, is held to
be unavailable from the indemnifying party, then each indemnifying party shall,
in lieu of indemnifying such indemnified party, contribute to the aggregate
losses, claims, damages and liabilities (including any investigation, legal and
other expenses reasonably incurred in connection with, and any amount paid in
settlement of, any action, suit or proceeding or any claims asserted), in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the other from the offering of
Purchased Securities. The relative benefits received by the Company on the one
hand and the Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering of Purchased Securities
(before deducting expenses) received by the Company bear to the total
underwriting discounts and commissions received by the Underwriters, in each
case as set forth in the Prospectus; provided, however, that (i) in no case
shall any Underwriter (except as may be provided in the Agreements Among
Underwriters, if any) be responsible for any amount in excess of the sum of the
underwriting discount applicable to the Underwriters' Securities purchased by
such Underwriter hereunder and commissions received for sales of Contract
Securities, if any, and (ii) no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 8, each person, if any, who
controls an Underwriter within the meaning of the Securities Act and the
Exchange Act shall have the same rights to contribution as such Underwriter, and
each person, if any, who controls the Company within the meaning of the
Securities Act and the Exchange Act, each officer of the Company who shall have
signed the Registration Statement and each director of the Company shall have
the same rights to contribution as the Company, subject in each case to clauses
(i) and (ii) of this Section 8. Any party entitled to contribution will,
promptly after receipt of notice of commencement of any action, suit or
proceeding against such party in respect of which a claim for contribution may
be made against another party or parties under this Section 8, notify such party
or parties from whom contribution may be sought, but the omission so to notify
such party or parties from whom contribution may be sought shall not relieve the
party or parties
14
125_LAN03\129621.2
<PAGE>
from whom contribution may be sought from any other obligation it or they
may have hereunder or otherwise than under this Section 8. No party shall be
liable for contribution with respect to any action or claim settled without its
written consent.
9. Termination. This Agreement may be terminated by the Representatives or
by Underwriters who have agreed to purchase in the aggregate at least 50% of the
principal amount of the Underwriters' Securities by notifying the Company at any
time
(a) at or prior to the Closing Date if, in the judgment of the
Representatives or in the judgment of such Underwriters, as the case may be,
payment for and delivery of the Underwriters' Securities is rendered
impracticable or inadvisable because (i) any event shall have occurred or shall
exist which makes untrue or incorrect in any material respect any statement or
information contained in the Registration Statement or Prospectus or which is
not reflected in the Registration Statement or Prospectus but should be
reflected therein in order to make the statements or information contained
therein not misleading in any material respect, or (ii) the declaration by the
United States of a national emergency or war shall have occurred or there shall
have occurred an outbreak or escalation of hostilities involving the United
States to such an extent as, in the judgment of the Underwriters, to affect
materially and adversely the marketability of the Underwriters' Securities; or
(b) at or prior to the Closing Date, if any of the conditions specified in
Section 5 hereof shall not have been fulfilled when and as required by this
Agreement.
If this Agreement is terminated pursuant to any of the provisions hereof,
except as otherwise provided in Sections 6(i), 7 and 10 hereof, the Company
shall not be under any liability to any Underwriter and no Underwriter shall be
under any liability to the Company, except that (a) if this Agreement is
terminated by the Representatives or the Underwriters because of any failure or
refusal on the part of the Company to comply with the terms or to fulfill any of
the conditions of this Agreement, the Company will reimburse the Underwriters
for all their reasonable out-of-pocket expenses up to $20,000 (including the
fees and disbursements of their counsel) and (b) no Underwriter who shall have
failed or refused to purchase the Underwriters' Securities agreed to be
purchased by it hereunder, without some reason sufficient hereunder to justify
its cancellation or termination of its obligations hereunder, shall be relieved
of liability to the Company or to the other Underwriters for damages occasioned
by its default.
10. Substitution of Underwriters. If one or more of the Underwriters shall
fail (other than for a reason sufficient to justify the termination of this
Agreement) to purchase on the Closing Date the Underwriters' Securities agreed
to be purchased by such Underwriter or Underwriters on such Closing Date, the
Representatives or, if there are none, such firm as may be designated by a
majority in interest of the Underwriters, may find one or more substitute
underwriters to purchase such Underwriters' Securities, make such other
15
125_LAN03\129621.2
<PAGE>
arrangements as they may deem advisable or one or more of the remaining
Underwriters may agree to purchase such Underwriters' Securities in such
proportions as may be approved by the Representatives or such designated firm,
in each case upon the terms herein set forth. If no such arrangements have been
made within 24 hours after the Closing Date, and
(a) the aggregate principal amount of Underwriters' Securities to be
purchased by the defaulting Underwriters on the Closing Date shall not exceed
10% of the total principal amount of Underwriters' Securities that the
Underwriters are obligated to purchase on the Closing Date, each of the
nondefaulting Underwriters shall be obligated to purchase such Underwriters'
Securities on the terms herein set forth in proportion to their respective
obligations hereunder; or
(b) the aggregate principal amount of Underwriters' Securities to be
purchased by the defaulting Underwriters on the Closing Date shall exceed 10% of
the total principal amount of Underwriters' Securities that the Underwriters are
obligated to purchase on the Closing Date, the Company shall be entitled to an
additional period of 24 hours within which to find one or more substitute
underwriters satisfactory to the Representatives or such designated firm, to
purchase such Underwriters' Securities upon the terms set forth herein.
In any such case, either the Representatives or such designated firm or the
Company shall have the right to postpone the Closing Date for a period of not
more than five business days in order that necessary changes and arrangements
may be effected. If neither the non-defaulting Underwriters nor the Company
shall make arrangements pursuant to clause (b) of this Section 10 within the
period stated for the purchase of the Underwriters' Securities which such
defaulting Underwriters agreed to purchase, this Agreement shall terminate
without liability on the part of any non-defaulting Underwriter to the Company
and without liability on the part of the Company, except, in both cases, as
provided in Section 7, 8 and 9 hereof. The provisions of this Section 10 shall
not in any way affect the liability of any defaulting Underwriter to the Company
or the non-defaulting Underwriters arising out of such default.
11. Miscellaneous. The representations, warranties and covenants of the
Company in this Agreement shall remain in full force and effect regardless of
(a) any investigation made by or on behalf of any Underwriter or controlling
person or by or on behalf of the Company or any controlling person, director or
officer, and (b) delivery of and payment for the Purchased Securities under this
Agreement. The indemnification and reimbursement agreements contained in
Sections 7 and 8 hereof shall remain in full force and effect regardless of any
termination of this Agreement.
This Agreement has been and is made solely for the benefit of the
Underwriters and the Company, and their respective successors and assigns, and,
to the extent expressed herein, for the benefit of persons controlling any of
the Underwriters or the Company, directors and officers of the Company and their
respective successors and assigns, and no
16
125_LAN03\129621.2
<PAGE>
other person, partnership, association or corporation shall acquire or have
any right under or by virtue of this Agreement. The term "successors and
assigns" shall not include any purchaser of Purchased Securities from any
Underwriter merely because of such purchase.
In all dealings hereunder, the Representatives, if designated, shall act on
behalf of each of the Underwriters, and the parties hereto shall be entitled to
act and rely upon any statement, request, notice or agreement on behalf of any
Underwriter made or given by such firm as the Representatives may designate to
the Company.
Except as otherwise provided in this Agreement, all notices and
communications here- under shall be in writing and mailed or delivered, or by
telephone or telegraph if subsequently confirmed in writing, to the Underwriters
at their addresses furnished to the Company in writing, and to the Company at
1900 Fifth Avenue North, AmSouth-Sonat Tower, Birmingham, Alabama 35203,
Attention: General Counsel.
This Agreement shall be construed in accordance with the laws of the State
of New York.
17
125_LAN03\129621.2
<PAGE>
Schedule I
DELAYED DELIVERY CONTRACT
__________, 19__
Dear Sirs:
The undersigned hereby agrees to purchase from Sonat Inc., a Delaware
corporation (the "Company"), and the Company agrees to sell to the undersigned
$
principal amount of the Company's [state title of issue] (the
"Securities"), offered by the Company's Prospectus dated , 19__ and Prospectus
Supplement dated , 19__, receipt of copies of which is hereby acknowledged, at a
purchase price of % of the principal amount thereof plus accrued interest and
amortization, if any, and on the further terms and conditions set forth in this
contract. The undersigned does not contemplate selling Securities prior to
making payment therefor.
The undersigned will purchase from the Company Securities in the principal
amounts and on the delivery dates set forth below:
Plus Accrued
Interest and
Amortization,
Delivery Date Principal Amount If Any, From:
$
$
$
Each such date on which Securities are to be purchased hereunder is
hereinafter referred to as a "Delivery Date".
Payment for the Securities which the undersigned has agreed to purchase on
each Delivery Date shall be made to the Company or its order [by certified or
official bank check in New York Clearing House funds at the office of , New
York, New York, at 10:00 a.m. (New York time) on the Delivery Date] [state means
of payment if the Securities are denominated in a currency or currencies other
than United States Dollars], upon delivery to the undersigned of the Securities
to be purchased by the undersigned on the Delivery Date, in such denominations
and registered in such names as the undersigned may designate by written or
125_LAN03\129621.2
<PAGE>
telegraphic communication addressed to the Company not less than five full
business days prior to the Delivery Date. If no such request is received, the
Securities will be registered in the name of the undersigned and issued in a
denomination equal to the aggregate principal amount of Securities to be
purchased by the Delivery Date.
The obligation of the undersigned to take delivery of and make payment for
the Securities on the Delivery Date shall be subject to the conditions that (1)
the purchase of Securities to be made by the undersigned shall not at the time
of delivery be prohibited under the laws of the jurisdiction to which the
undersigned is subject and (2) the Company shall have sold, and delivery shall
have taken place to the underwriters (the "Underwriters") named in the
Prospectus Supplement referred to above, of such part of the Securities as is to
be sold to them. Promptly after completion of sale and delivery to the
Underwriters, the Company will mail or deliver to the undersigned at its address
set forth below notice to such effect, accompanied by a copy of the opinion of
counsel for the Company delivered to the Underwriters in connection therewith.
The undersigned represents and warrants to you that its investment in the
Securities is not, as of the date hereof, prohibited under the laws of any
jurisdiction to which the undersigned is subject and which govern such
investment.
Failure to take delivery of and make payment for securities by any
purchaser under any other Delayed Delivery Contract shall not relieve the
undersigned of its obligations under this contract.
This contract will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by either
party hereto without the written consent of the other.
It is understood that acceptance of this contract and other similar
contracts is in the Company's sole discretion and, without limiting the
foregoing, need not be on a first come, first- served basis.
If this contract is acceptable to the Company, it is requested that the
Company sign the form of acceptance below and mail or deliver one of the
counterparts hereof to the undersigned at its address set forth below. This will
become a binding contract, as of the date first above written, between the
Company and the undersigned when such counterpart is so mailed or delivered.
2
125_LAN03\129621.2
<PAGE>
This contract shall be governed by and construed in accordance with the
laws of the State of New York.
Yours very truly,
(Purchaser)
By
(Title)
(Address)
Accepted:
Sonat Inc.
By
(Title)
(Address)
Purchaser -- Please Complete at Time of Signing
The name and telephone and department of the representative of the
Purchaser with whom details of delivery on the Delivery Date may be discussed is
as follows: (Please print.)
Telephone Number
Name (Including Area Code) Dept.
3
125_LAN03\129621.2
<PAGE>
EX 4-(1)
=====================================================
SONAT INC.
To
CHEMICAL BANK
as Trustee
First Supplemental Indenture
Dated as of June 1, 1995
To the Indenture
Dated as of June 1, 1986
=====================================================
125_LAN03\129617.2
<PAGE>
FIRST SUPPLEMENTAL INDENTURE, dated as of June 1, 1995,
between Sonat Inc., a corporation duly organized and existing under the laws of
the State of Delaware (the "Company"), and CHEMICAL BANK (successor by merger to
Manufacturers Hanover Trust Company), a New York corporation (the "Trustee"), as
Trustee.
WHEREAS, the Company has heretofore executed and delivered to
the Trustee an Indenture, dated as of June 1, 1986 (the "Indenture"), providing
for the issuance from time to time of the Company's unsecured debentures, notes
and other evidences of indebtedness (herein and therein called the
"Securities"), to be issued in one or more series as in the Indenture provided;
WHEREAS, Section 12.01 of the Indenture provides, among other
things, that the Company, when authorized by a resolution of its Board of
Directors, and the Trustee, at any time and from time to time, may without the
consent of any Holders enter into an indenture supplemental to the Indenture (a)
for the purpose of changing or eliminating any provision of the Indenture,
provided that such change or elimination shall become effective only when there
is no Security Outstanding of any series created prior to the execution of such
supplemental indenture which is entitled to the benefit of such provision, and
(b) to cure any ambiguity, to correct or supplement any provision therein which
may be inconsistent with any other provision therein, or to make any other
provisions with respect to matters or questions arising under the Indenture
which shall not be inconsistent with the provisions of the Indenture and shall
not adversely affect in any material respect the interests of any Holders of the
Securities;
WHEREAS, the Company pursuant to the foregoing authority,
proposes in and by this First Supplemental Indenture to amend the Indenture in
certain respects with respect to the Securities of any series created on or
after the date hereof; and
WHEREAS, all things necessary to make this First Supplemental
Indenture a valid agreement of the Company, in accordance with its terms, have
been done.
<PAGE>
AGREEMENT
NOW, THEREFORE, the Company and the Trustee hereby agree as
follows:
1. The definition of "Depositary" is hereby added
to Section 1.01 of the Indenture to read in its entirety as
follows:
"'Depositary' means, with respect to the Securities
of any series issuable or issued in whole or in part in the
form of one or more permanent global Securities, The
Depository Trust Company or such other Person designated as
Depositary by the Company pursuant to Section 3.01, which must
be a clearing agency registered under the Securities Exchange
Act of 1934, as amended, and if at any time there is more than
one such Person, 'Depositary' as used with respect to the
Securities of any such series shall mean the Depositary with
respect to the Securities of that series."
2. A new Section 2.03 is hereby inserted into the
Indenture to read in its entirety as follows:
"SECTION 2.03. Securities in Permanent Global
Form.
If the Company shall establish pursuant to Section 3.01 that
the Securities of a series are to be issued in whole or in part in
permanent global form, then notwithstanding Section 3.01(8) and the
provisions of Section 3.02, any such Security shall represent such of
the Outstanding Securities of such series as shall be specified therein
and may provide that it shall represent the aggregate amount of
Outstanding Securities from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities represented thereby may from
time to time be reduced to reflect exchanges. Any endorsement of a
Security in permanent global form to reflect the amount, or any
increase or decrease in the amount, of Outstanding Securities
represented thereby shall be made by the Trustee or the Security
registrar in such manner and upon instructions given by such Person or
Persons as shall be specified in such Security in permanent global form
or in the order to be delivered to the Trustee pursuant to Section 3.03
or Section 3.06. Subject to the provisions of Section 3.03 and, if
applicable, Section 3.06, the Trustee or the Security registrar
-2-
<PAGE>
shall deliver and redeliver any Security in permanent global form in
the manner and upon instructions given by the Person or Persons
specified in such Security or in the applicable order of the Company.
If an order of the Company pursuant to Section 3.03 or 3.06 has been,
or simultaneously is, delivered, any instructions by the Company with
respect to endorsement or delivery or redelivery of a global Security
shall be in writing but need not be accompanied by an Officer's
Certificate or an Opinion of Counsel, provided that the permanent
global Security to be endorsed, delivered or redelivered has previously
been covered by an Opinion of Counsel.
The provisions of the last sentence of Section 3.03 shall only
apply to any Security represented by a Security in permanent global
form if such Security was never issued and sold by the Company and the
Company delivers to the Trustee or the Security registrar the Security
in permanent global form together with written instructions (which need
not be accompanied by an Officers' Certificate or an Opinion of
Counsel) with regard to the reduction in the principal amount of
Securities represented thereby, together with the written statement
contemplated by the last sentence of Section 3.03.
Except as provided in the Indenture and in any permanent
global Security, owners of beneficial interests in any permanent global
Security will not be entitled to have Securities registered in their
names, will not receive or be entitled to physical delivery of
Securities in definitive registered form and will not be considered the
Holders thereof for any purpose under the Indenture. None of the
Company, the Trustee, any Paying Agent nor any Securities registrar
shall have any responsibility or liability for any aspect of records
relating to or payments made on account of beneficial ownership
interests in any permanent global Security, or for maintaining,
supervising or reviewing any records relating to such beneficial
ownership interests."
3. Section 3.01 of the Indenture is hereby
amended by:
(i) deleting paragraph two thereof and adding
the following paragraph in lieu thereof:
"The Securities may be issued in one or more
series. There shall be established in or pursuant
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<PAGE>
to a resolution of the Board of Directors and set forth, or
determined in the manner provided, in an Officers'
Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of
any series,";
(ii) adding the following to the end of the
parenthetical phrase in clause (2):
"and except for any Securities which, pursuant to Section 3.03
of the Indenture, shall have not been issued and sold by the
Company and are therefore deemed never to have been
authenticated and delivered hereunder";
(iii) adding the following to the beginning of
clause (4):
"the Person to whom any interest on any Security
of the series shall be payable if other than as
set forth in Section 3.08,";
(iv) renumbering clause (15) as clause (16);
(v) adding the following as clause (15):
"(15) whether the Securities of the series are to be
issuable in whole or in part in permanent global form, without
coupons, and, if so, (i) the circumstances under which
beneficial owners of interests in such permanent global
Security or Securities may exchange such interests for
Securities of such series and of like interest rate and
maturity and principal amount in definitive registered form
and authorized denominations, if other than as set forth in
Section 3.05, and (ii) the Depositary with respect to any such
permanent global Security or Securities;" and
(vi) deleting the last paragraph thereof and adding the
following paragraph in lieu thereof:
"All Securities of any one series shall be
substantially identical except as to denomination and except
as may otherwise be provided in or pursuant to the resolution
of the Board of Directors referred to above and set forth in
the Officers' Certificate referred to above or in any such
indenture supplemental hereto."
-4-
<PAGE>
4. Section 3.02 of the Indenture is hereby
amended to read in its entirety as follows:
"The Securities of each series shall be issuable in registered
form without coupons and, except for any Security issuable in permanent
global form, in such denominations as shall be specified in accordance
with Section 3.01. In the absence of such provisions with respect to
the Securities of any series, the Securities of such series shall be
issuable in denominations of $1,000 and any integral multiple thereof."
5. Section 3.03 of the Indenture is hereby
amended by adding the following at the end of the last
paragraph:
"Notwithstanding the foregoing and subject, in the
case of a Security in permanent global form, to Section 2.03,
if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the
Company shall deliver such Security to the Trustee for
cancellation as provided in Section 3.09 together with a
written statement (which need not be accompanied by an Opinion
of Counsel) directing such cancellation and stating that such
Security has never been issued and sold by the Company, for
all purposes of this Indenture such Security shall be deemed
never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture."
6. Section 3.05 of the Indenture is hereby
amended by adding the following paragraph to the end
thereof:
"Notwithstanding the foregoing, except as otherwise
specified as contemplated by Section 3.01, any permanent
global Security shall be exchangeable pursuant to this Section
only as provided in this paragraph. The beneficial owners of
interests in a permanent global Security are entitled to the
exchange of such interests for Securities of such series and
of like interest rate and maturity and principal amount in
definitive registered form and authorized denomination, as
specified by Section 3.01, if (a) the Depositary notifies the
Company that it is unwilling or unable to continue as
Depositary for such permanent global Security or if at any
time the Depositary ceases to be a clearing agency
-5-
<PAGE>
registered under the Securities Exchange Act of 1934, as
amended, (b) if the Company in its sole discretion determines
that such permanent global Security shall be exchangeable for
definitive registered Securities and executes and delivers to
the Security registrar an order of the Company providing that
such permanent global Security shall be so exchangeable, or
(c) any event shall have occurred and be continuing which,
after notice or lapse of time, or both, would become an Event
of Default with respect to the securities of the series of
which such permanent global Security is a part. Without
unnecessary delay but in any event not later than the earliest
date on which such interests may be so exchanged, the Company
shall deliver to the Trustee or the Security registrar
definitive registered Securities, executed by the Company, of
that series in aggregate principal amount equal to the
principal amount of such permanent global Security to be
exchanged. On or after the earliest date on which such
interests may be so exchanged, in accordance with instructions
given by the Company to the Trustee, the Security registrar
and the Depositary (which instructions shall be in writing but
need not be accompanied by an Opinion of Counsel), such
permanent global Security shall be surrendered from time to
time by the Depositary or such other depositary as shall be
specified in the order of the Company with respect thereto to
the Trustee, as the Company's agent for such purpose, or to
the Security registrar, to be exchanged, in whole or in part,
for definitive Securities of the same series, without charge,
and the Trustee shall authenticate and deliver in accordance
with such instructions, in exchange for each portion of such
permanent global Security, a like aggregate principal amount
of definitive registered Securities of the same series of
authorized denominations and of like tenor as the portion of
such permanent global Security to be exchanged; provided,
however, that no such exchanges may occur during a period
beginning at the opening of business 15 days before any
selection of Securities of that series for redemption and
ending on the relevant Redemption Date. If a Security is
issued in exchange for any portion of a permanent global
Security after the close of business at the office or agency
where such exchange occurs on (i) any regular record date in
respect of such Security and before the opening of
-6-
<PAGE>
business at such office or agency on the relevant interest
payment date or (ii) any special record date and before the
opening of business at such office or agency on the related
proposed date for payment of interest or defaulted interest,
as the case may be, such interest or defaulted interest will
not be payable on such interest payment date or proposed date
for payment, as the case may be, in respect of such Security
issued in exchange, but will be payable on such interest
payment date or proposed date for payment, as the case may be,
only to the Person to whom interest or defaulted interest in
respect of such permanent global Security is payable in
accordance with the provisions of this Indenture.
7. Section 3.09 of the Indenture is hereby amended by deleting
the second sentence thereof and adding the following sentence in lieu thereof:
"The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever
and may deliver to the Trustee (or to any other Person for delivery to
the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities
so delivered shall be promptly cancelled by the Trustee."
8. Section 4.03 of the Indenture is hereby
amended by adding the following sentence at the end thereof:
"If a Security in permanent global form is so surrendered, the
Company shall execute, and the Trustee shall authenticate and
deliver to the Depositary for such Security in permanent
global form, without service charge, a new Security in
permanent global form, in a denomination equal to and in
exchange for the unredeemed portion of the principal of the
Security in permanent global form so surrendered."
9. All provisions of this First Supplemental Indenture shall
be deemed to be incorporated in, and made a part of, the Indenture; and the
Indenture, as supplemented by this First Supplemental Indenture, shall be read,
taken and construed as one and the same instrument.
10. The Trustee accepts the trusts created by the
Indenture, as supplemented by this First Supplemental
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Indenture, and agrees to perform the same upon the terms and conditions in the
Indenture, as supplemented by this First Supplemental Indenture.
11. The recitals contained in the Indenture and the
Securities, except the Trustee's certificate of authentication, shall be taken
as 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 the Indenture or the Securities.
12. All capitalized terms used and not defined herein shall
have the respective meanings assigned to them in the Indenture.
13. This First Supplemental Indenture shall be governed by and
construed in accordance with the laws of the jurisdiction which govern the
Indenture and its construction.
14. This First Supplemental Indenture may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, and their respective seals to be
hereunto affixed and attested, all as of the date first above written.
SONAT INC.
By: Thomas W. Barker, Jr.
Title: Vice President-Finance
and Treasurer
[CORPORATE SEAL]
Attest:
By: Beverley T. Krannich
Title: Vice President and Secretary
CHEMICAL BANK
By:_______________________________
Title:
[CORPORATE SEAL]
Attest:
- ---------------------------
Title:
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<PAGE>
STATE OF ALABAMA )
) ss:
COUNTY OF JEFFERSON )
On the 8th day of June, 1995, before me personally came Thomas
W. Barker, Jr., to me known, who, being duly sworn, did depose and say that he
is Vice Pres.- Finance/Treas. of Sonat Inc., one of the corporations described
in and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
Regina A. Hinkle
My Commission Expires Jan. 27, 1997
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<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK)
On the ___ day of June, 1995, before me personally came
___________________, to me known, who, being by me duly sworn, did depose and
say that he is a ____________________ of Chemical Bank, one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
------------------------
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EX 4-(2)
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, 55 Water Street, New York, New
York (the "Depositary"), to Sonat Inc. or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or in 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 Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.
No. R-1 $200,000,000
CUSIP # 835415AE0
Sonat Inc.
6 7/8% Notes due June 1, 2005
Sonat Inc., a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Company", which term shall
also include any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to CEDE & Co., or registered
assigns, the principal sum of TWO HUNDRED MILLION DOLLARS ($200,000,000) on June
1, 2005 in such coin or currency of the United States as at the time of payment
shall be legal tender for the payment of public and private debts, and to pay
interest on said principal sum, until said principal sum is paid or made
available for payment, at the rate of 6 7/8% per annum in like coin or currency,
from June 1, 1995 or from the most recent June 1 or December 1, as the case may
be (each, an "Interest Payment Date"), to which interest has been paid or duly
provided for, semi-annually on June 1 and December 1 in each year, commencing
December 1, 1995 (provided, however, that if the Company shall default in
payment of the interest due on any Interest Payment Date, then from the next
preceding date to which interest has been paid or if no interest has been paid
on this global Security, then from June 1, 1995), and similarly to pay interest
at the same rate per annum on any overdue principal and on any overdue
instalment of interest. The interest so payable on any June 1 or December 1
will, subject to certain exceptions provided in the Indenture, be paid to the
person in whose name this permanent global Security (or one or more predecessor
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<PAGE>
Securities) is registered at the close of business on the May 15 or November 15,
as the case may be, next preceding such June 1 or December 1. As used herein,
the term "Depositary" shall mean the Depositary designated as such by the
Company under the Indenture described herein.
This permanent global Security is one of a duly authorized
issue of debentures, notes or other evidences of indebtedness of the Company
(herein referred to as the "Securities") of the series hereinafter specified,
all issued or to be issued under and pursuant to an Indenture, dated as of June
1, 1986, duly executed and delivered by the Company to Chemical Bank, a
corporation organized and existing under the laws of the State of New York
(hereinafter referred to as the "Trustee"), as successor by merger to
Manufacturers Hanover Trust Company, as supplemented by the First Supplemental
Indenture, dated as of June 1, 1995, between the Company and the Trustee (as so
supplemented, the "Indenture"). Reference is made to the Indenture and all
indentures supplemental thereto for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. 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 or sinking
fund provisions (if any), may be subject to different covenants and Events of
Default and may otherwise vary as in the Indenture provided. This permanent
global Security is one of the series designated as the Company's 6 7/8% Notes
due June 1, 2005, herein referred to as the "Notes", limited in aggregate
principal amount to $200,000,000.
This permanent global Security is exchangeable in whole or
from time to time in part for Securities of this series in definitive registered
form only as provided herein and in the Indenture. If (i) the Depositary
notifies the Company that it is unwilling or unable to continue as Depositary
for this permanent global Security or if at any time the Depositary ceases to be
a clearing agency registered under the Securities Exchange Act of 1934, as
amended, (ii) the Company in its sole discretion determines that this permanent
global Security shall be exchangeable for Securities of this series in
definitive registered form and executes and delivers to the Security registrar a
written order of the Company providing that this permanent global Security shall
be so exchangeable, or (iii) any event shall have occurred and be continuing
which, after notice or
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<PAGE>
lapse of time, or both, would become an Event of Default with respect to the
Securities of the series of which this permanent global Security is a part, this
permanent global Security shall be exchangeable for Securities of this series in
definitive registered form, provided that the definitive Securities so issued in
exchange for this permanent global Security shall be in denominations of $1,000
and any integral multiples, without coupons, and be of like aggregate principal
amount and tenor as the portion of this permanent global Security to be
exchanged, and provided further that, unless the Company agrees otherwise,
Securities of this series in definitive registered form will be issued in
exchange for this permanent global Security, or any portion hereof, only if such
Securities in definitive registered form were requested by written notice to the
Trustee or the Security registrar by or on behalf of a Person who is the
beneficial owner of an interest hereof given through the Holder hereof. Except
as provided above, owners of beneficial interests in this permanent global
Security will not be entitled to have Securities registered in their names, will
not receive or be entitled to physical delivery of Securities in definitive
registered form and will not be considered the Holders thereof for any purpose
under the Indenture. Neither the Company, the Trustee, any Paying Agent nor the
Securities registrar shall have any responsibility or liability for any aspect
of records relating to or payments made on account of beneficial ownership
interests in this permanent global Security, or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
Any exchange of this permanent global Security or portion
hereof for one or more Securities of this series in definitive registered form
will be made at the New York office of the Trustee or the Security registrar,
upon request by or on behalf of the Person who is the beneficial owner of an
interest herein given through the Holder hereof and in accordance with
instructions given by the Company to the Trustee, the Security registrar and the
Depositary. Upon exchange of any portion of this permanent global Security for
one or more Securities of this series in definitive registered form, the Trustee
or the Security registrar, as the case may be, shall cancel this permanent
global Security and issue a new permanent global Security or Securities of this
series and of like tenor for the remain- ing principal amount. Except as
otherwise provided herein or in the Indenture, until exchanged in full for one
or more Securities of this series in definitive registered form, this permanent
global Security shall in all respects be subject to and entitled to the same
benefits and conditions
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<PAGE>
under the Indenture as a duly authenticated and delivered Security of this
series in definitive registered form.
Payment of the principal of (and premium, if any) and interest
on this permanent global Security due at matur- ity will be made by wire
transfer in immediately available funds to such account as may have been
designated to the Paying Agent upon surrender of this Security at the corporate
trust office of the Paying Agent in the Borough of Manhattan, The City of New
York, provided that this permanent global Security is presented to the Paying
Agent in time for the Paying Agent to make such payment in accordance with its
normal procedures. Payments of interest (other than interest payable at
maturity) will be made by check mailed to the address of the Person entitled
thereto as it appears in the Security register, or by wire transfer in
immediately available funds to such account as may have been designated to the
Paying Agent.
In case an Event of Default, as defined in the Indenture, with
respect to the Notes shall have occurred and be continuing, the principal of all
of the Notes (including this permanent global Security) and the accrued interest
thereon may be declared, and upon such declaration shall become, due and
payable, and such declaration may in certain events be rescinded by the Holders
of a majority in aggregate principal amount of the Notes at the time
Outstanding, in the manner, with the effect and subject to the conditions
provided in the Indenture.
The Indenture also provides that the Holders of a majority in
aggregate principal amount of the Notes at the time Outstanding may waive (with
certain exceptions) any past default under the Indenture and its consequences.
The Indenture contains provisions permitting the Company and the Trustee, with
the consent of the Holders of a majority in aggregate principal amount of the
Securities at the time Outstanding of each series to be affected, evidenced as
in the Indenture provided, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or modifying in any manner the
rights of the Holders of the Securities of each such series; provided, however,
that no such supplemental indenture shall (i) extend the fixed maturity of any
Security, or reduce the rate or extend the time of payment of interest thereon,
or reduce the principal amount thereof or any premium thereon, or make the
principal thereof or any premium or interest thereon payable in any coin or
currency other than that hereinbefore provided, without the consent of the
Holder of such Security, or (ii) reduce the aforesaid percentage of
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<PAGE>
Securities, the Holders of which are required to consent to any such
supplemental indenture, without the consent of the Holders of all Securities
affected thereby. Any such waiver or consent by the Holder of this permanent
global Security (unless effectively revoked as provided in the Indenture) shall
be conclusive and binding upon such Holder and upon all future Holders and
owners of this permanent global Security and of any Security or Securities
issued in exchange herefor or in lieu hereof, irrespective of whether any
notation of such waiver or consent is made upon this permanent global Security.
The Indenture contains provisions for defeasance at any time
of (a) the entire indebtedness of the Company on this permanent global Security
and (b) a restrictive covenant and the related Event of Default, upon compliance
by the Company with certain conditions set forth therein, which provisions apply
to this permanent global Security.
Nothing in the Indenture prohibits the consolidation or merger
of the Company with or into any corporation or corporations, or the sale or
conveyance of all or substantially all of the Company's properties and assets to
any other person, without the consent of the Holders, provided that, in the case
of any consolidation of the Company with, or merger of the Company into, any
corporation or corporations, or any sale or conveyance of the properties and
assets of the Company as an entirety or substantially as an entirety, the
successor corporation, or the person which acquired by sale or conveyance all or
substantially all of the Company's properties and assets, as the case may be,
assumes all of the obligations of the Company under the Indenture and certain
other conditions are met. Upon such assumption the Company will be released from
its liability as obligor on this permanent global Security and all other
obligations and covenants under the Indenture.
Except as set forth in the preceding two paragraphs, no
reference herein to the Indenture and no provision of this permanent global
Security shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and premium if any, and interest on
this permanent global Security at the time and place and at the rate and in the
coin or currency herein prescribed.
This permanent global Security is not redeemable prior to
maturity.
As provided in the Indenture and subject to
certain limitations therein set forth, the transfer of this
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<PAGE>
permanent global Security is registrable in the Security register, upon
surrender of this permanent global Security for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this permanent global Security are payable,
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security registrar duly executed by the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series, of authorized denominations and for the same
aggregate prin- cipal amount, will be issued to the designated transferee or
transferees.
No service charge shall be made for any such registration of
transfer or exchange of Securities as provided above, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
The Company, the Trustee, any Paying Agent and any agent of
the Company or the Trustee may treat the Person in whose name this permanent
global Security is registered as the owner hereof for all purposes, whether or
not this permanent global Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary
(including, without limitation, notice of any beneficial interests herein).
Prior to due presentment of this permanent global Security for
registration of transfer, the Company, the Trustee, any Paying Agent and any
agent of the Company or the Trustee may treat the Person in whose name this
permanent global Security is registered as the owner hereof for all purposes,
whether or not this permanent global Security is overdue, and neither the
Company, the Trustee, any Paying Agent nor any such agent shall be affected by
notice to the contrary (including, without limitation, notice of any beneficial
interests herein).
No recourse shall be had for the payment of the principal of,
or premium, if any, or the interest on this permanent global Security, or for
any claim based hereon, or otherwise in respect hereof, or based on or in
respect of the Indenture or any indenture supplemental thereto, against any
incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or of any successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the
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<PAGE>
acceptance hereof and as part of the consideration for the
issue hereof, expressly waived and released.
All terms used in this permanent global Security which are
defined in the Indenture and not herein otherwise defined shall have the
meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been
executed by the Trustee by manual signature, this permanent global Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
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<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
Dated: June 12, 1995 SONAT INC.
By:____________________
Title:
[SEAL]
Attest:______________________
Title:
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<PAGE>
CERTIFICATE OF AUTHENTICATION
This is one of the permanent global Securities of the series designated herein
referred to in the within-mentioned Indenture.
CHEMICAL BANK, as Trustee
By
Authorized Officer
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<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------
- ------------------------------------------------------------
- ------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
- ------------------------------------------------------------
the within permanent global Security and all rights thereunder, and hereby does
irrevocably appoint ____________________________________ attorney to transfer
said permanent global Security on the books of the Company, with full power of
substitution in the premises.
Dated: _______________________
NOTICE: The signature to this assignment must correspond with
the name as written upon the face of the within permanent global
Security in every particular without alteration or enlargement or any
change whatsoever and must be guaranteed by a commercial bank or trust
company having its principal office or correspondent in The City of New
York or by a member of the New York Stock Exchange.
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