Exhibit 4(a)
ENERGEN CORPORATION
and
THE BANK OF NEW YORK
Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of September 5, 1997
$20,000,000
8% Debentures
Due February 1, 2007
THIS FIRST SUPPLEMENTAL INDENTURE dated as of September
5, 1997, between ENERGEN CORPORATION, an Alabama corporation
("Corporation"), and THE BANK OF NEW YORK, a New York banking
corporation ("Trustee"),
W I T N E S S E T H:
WHEREAS, the Corporation and Boatmen's Trust Company, a
Missouri corporation ("Boatmen's"), have heretofore executed and
delivered that certain Indenture, dated as of January 1, 1992
(the "1992 Indenture"), pursuant to which the Corporation's 8%
Debentures Due February 1, 2007 (the "Debentures") were issued;
and
WHEREAS, the Trustee has succeeded Boatmen's as the
trustee under the Indenture pursuant to Section 8.09 of the
Indenture; and
WHEREAS, the Corporation has requested that the 1992
Indenture be amended in certain respects as more fully set forth
herein (the "Amendments") and solicited the written consent of
the Holders of the Debentures to the Amendments; and
WHEREAS, there is presently outstanding $18,704,000
principal amount of the Debentures; and
WHEREAS, in accordance with Section 10.01 of the 1992
Indenture, approval of the Amendments requires the written
consent of the Holders of greater than $9,352,000 principal
amount of the Debentures; and
WHEREAS, the Holders of greater than $9,352,000
principal amount of the Debentures have consented in writing to
the Amendments; and
WHEREAS, the Corporation and the Trustee desire to
execute and deliver this First Supplemental Indenture to the 1992
Indenture to evidence the Amendment of the 1992 Indenture;
NOW, THEREFORE, in consideration of the foregoing
premises and covenants and for other good and valuable
consideration, each party agrees as follows for the benefit of
the other party and for the equal and ratable benefit of the
Holders of the Debentures:
Section 1. Definitions. Except as provided herein,
all definitions of terms contained in Section 1.01 and Section
1.02 of the 1992 Indenture are incorporated herein by reference.
Section 2. Amendment of 1992 Indenture.
(a) Elimination of Section 5.05 of the 1992 Indenture.
The 1992 Indenture is hereby amended by deleting Section 5.05 of
the 1992 Indenture in its entirety.
(b) Addition of Article IV-A to the 1992 Indenture.
The 1992 Indenture is hereby amended by adding thereto following
Article IV thereof a new Article IV-A, which shall read as
follows:
ARTICLE IV-A
EFFECT OF RATING DECLINE
Section 4A-01. Definitions. For purposes of this Article,
the following terms shall have the meanings set forth in this
Section 4A.01:
"Lowest Investment Grade" shall mean a rating of BBB-
by S&P, Baa 3 by Moody's or the equivalent of such rating by any
other Rating Agency; if either S&P or Moody's should modify its
rating categories, "Lowest Investment Grade" with respect to such
agency shall be the rating generally recognized as the lowest
investment grade rating by such agency.
"Debentures to be Redeemed" means all of the Debentures
then outstanding in the case of a Mandatory Repurchase Event, or
all Debentures as to which a proper and timely Exercise Notice
has been given in the case of a Put Event.
"Exercise Notice" shall mean a notice in writing by a
Holder of such Holder's exercise of a Put Right as provided in
Section 4A.02.
"Mandatory Repurchase Event" shall mean either (i) a
rating of the Debentures by one or more Rating Agencies that is
lower than the Lowest Investment Grade, or (ii) failure of the
Corporation to obtain a rating for the Debentures from a Rating
Agency within 60 days following any date on which the Debentures
are not rated by at least one Rating Agency.
"Moody's" shall mean Moody's Investors Service, Inc.
and its successors.
"Put Event" shall mean a rating of the Debentures by
one or more Rating Agencies at the Lowest Investment Grade.
"Put Right" shall mean the right of a Holder to have
such Holder's Debentures redeemed following a Put Event.
"Rating Agency" shall mean Moody's or S&P, or if
neither Moody's nor S&P shall make a rating on the Debentures
publicly available, a nationally recognized securities rating
agency or agencies, as the case may be, selected by the
Corporation which shall be substituted for Moody's and S&P.
"Repurchase Date" shall mean the date that is 100 days
after the public notice of the occurrence of a Put Event or a
Mandatory Repurchase Event, and thereafter, in the case of a Put
Event, each February 1 and August 1 occurring more than 100 days
after a Put Event (each such February 1 and August 1, a
"Subsequent Repurchase Date"), unless, on the 70th day prior to
any such Subsequent Repurchase Date, the Debentures are rated by
all Rating Agencies higher than the Lowest Investment Grade.
"Repurchase Price" with respect to any Debenture shall
mean the following prices (expressed as percentages of principal
amount of the Debentures), plus accrued interest to the
Repurchase Date:
If redeemed during the 12-month period beginning
February 1:
Year Percentage
1997 103%
1998 103%
1999 102%
2000 101%
2001 until maturity 100%
"S&P" shall mean Standard & Poor's Corporation and its
successors.
Section 4A.02. Put Right of Holders Upon a Put Event. In
the event that there occurs at any time a Put Event, each Holder
of the Debentures shall have the Put Right, at the Holder's
option and in the manner set forth in Section 4A.07, to require
the Corporation to redeem all or any part of such Holder's
Debentures on each Repurchase Date at the Repurchase Price;
provided, however, that Debentures redeemed in part will be
redeemed only in integral multiples of $1,000 principal amount.
Section 4A.03. Redemption of Debentures upon a Mandatory
Repurchase Event. In the event there occurs at any time a
Mandatory Repurchase Event, the Debentures shall be redeemed in
full by the Corporation on the Repurchase Date at the Repurchase
Price.
Section 4A.04. Notice to Trustee. On or before the twenty-
eighth day after the occurrence of a Put Event or a Mandatory
Repurchase Event, the Corporation shall notify the Trustee of
such event.
Section 4A.05. Notice to Holders. Notice of each
Repurchase Date with respect to the Debentures shall be given or
caused to be given by the Corporation to each Holder of the
Debentures on or before the thirty-third day after the occurrence
of a Mandatory Repurchase Event or a Put Event and not less than
60 days prior to each Subsequent Repurchase Date in the case of a
Put Event.
The notice as to Repurchase Date shall describe briefly the
Put Event or the Mandatory Repurchase Event, as the case may be,
and the rights of the Holders resulting therefrom and shall
state:
(a) The Repurchase Date;
(b) the Repurchase Price;
(c) the place or places where such Debentures are
to be surrendered for payment of the Repurchase
Price; and
(d) in the case of a Put Event:
(1) the date by which Debentures are to be
surrendered in order to be repurchased;
(2) a description of the procedure which a Holder
must follow to exercise a Put Right; and
(3) that exercise of the option to elect
redemption is irrevocable.
At the Corporation's request, the Trustee shall give notice
of the Repurchase Date in the Corporation's name and at its
expense.
No failure of the Corporation to give the foregoing notice
shall limit any Holder's right to exercise a Put Right or to
have such Holder's Debentures redeemed following a Mandatory
Repurchase Event.
Section 4A.06. Deposit of Repurchase Price. By the
Repurchase Date, the Corporation shall deposit with the Paying
Agent an amount of money sufficient to pay the Repurchase Price
of the Debentures which are to be redeemed on that date.
Principal and interest on the Notes to be redeemed shall be
considered paid on the Repurchase Date if the Trustee or any
Paying Agent holds on the Repurchase Date money sufficient to pay
all principal and interest then due.
Section 4A.07. Exercise of Put Right by Holder. To
exercise the Put Right set forth in Section 4A.02, the Holder of
such Debentures must deliver at least thirty days prior to the
applicable Repurchase Date the Exercise Notice to the Trustee
together with the Debentures with respect to which the Put Right
is being exercised, duly endorsed for transfer. If any Debenture
so delivered is, at the option of the Holder, to be redeemed only
in part, such Exercise Notice from the Holder shall state the
principal amount of the Debenture which is to be redeemed. The
written notice given by any Holder pursuant to this Section 4A.07
shall be irrevocable.
If the Debentures are in the form of a Global Security at
the time a Put Right is exercised, the Exercise Notice may be
made by delivering such notice to the Depository, in the case of
a Participant which is the Beneficial Owner of an interest in
such Global Security, or to the Participant through whom the
Beneficial Owner owns such interest, in form satisfactory to the
Participant, in either case in sufficient time for the Exercise
Notice to be delivered to the Depository (in the case of a
Beneficial Owner which is not a Participant) and by the
Depository to the Trustee. The Exercise Notice shall specify
the principal amount of the interest in the Global Security to
be redeemed. An Exercise Notice in form satisfactory to a
Participant, together with certification by the Participant that
it holds the interest on behalf of the Person giving the Exercise
Notice, shall be provided to the Depository by a Participant and
the Depository will forward the Exercise Notice to the Trustee.
Exercise Notices shall be in form satisfactory to the Trustee.
The Company will have no obligation to redeem an interest in the
Global Security as to which the Exercise Notice is not delivered
to the Trustee by the Depository at least thirty days prior to
the applicable Repurchase Date.
Section 4A.08. Debentures Payable on Repurchase Date. The
Debentures so to be redeemed shall, on the applicable Repurchase
Date, become due and payable at the Repurchase Price applicable
thereto and from and after such date (unless the Corporation
shall default in the payment of the Repurchase Price) such
Debentures shall cease to bear interest. Upon surrender of any
such Debenture for redemption, such Debenture shall be paid by
the Corporation at the Repurchase Price, provided, however, that
installments of interest payable on or prior to such Repurchase
Date shall be payable to the Holders of such Debentures
registered as such at the close of business on the relevant
record date for payment of such interest according to their
terms. If any Debentures shall not be paid upon surrender
thereof for redemption, the principal shall, until paid, bear
interest from the Repurchase Date at the rate prescribed therefor
in such Debentures.
Section 4A.09. Debentures Redeemed in Part. In the case of
a Put Event, any Debenture which at the option of the Beneficial
Owner is to be redeemed only in part shall be surrendered to the
Trustee (with, if the Corporation or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form
satisfactory to the Corporation and the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing),
and the Corporation shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Debenture without
service charge, a new Debenture or Debentures, of any authorized
denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the
principal of the Debenture so surrendered.
Section 4A.10. Substitute Rating Agency. Should either S&P
or Moody's or both cease to rate the Debentures, the Corporation
shall, as soon as practicable but in any event not more than 60
days thereafter, obtain a rating for the Debentures by another
Rating Agency.
Section 3. Confirmation of 1992 Indenture. All the
terms, covenants, and conditions of the 1992 Indenture, as
amended hereby, are hereby in all respects ratified and
confirmed, and the 1992 Indenture as so amended shall continue in
full force and effect.
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IN WITNESS WHEREOF, the Corporation has caused this
First Supplemental Indenture to be executed in its corporate name
and on its behalf by its executive vice president and treasurer
and its corporate seal to be hereunto affixed and attested by its
assistant secretary, and the Trustee has caused this First
Supplemental Indenture to be executed in its corporate name and
on its behalf by a duly authorized officer, and the Corporation
and the Trustee have caused this instrument to be dated as of
September 5, 1997.
Dated: September 12, 1997 ENERGEN CORPORATION
("Corporation")
(SEAL) By /s/ G.C. Ketcham
Its Executive Vice President
and Treasurer
Attest /s/ J.D. Woodruff
Its Assistant Secretary
Dated: September 24, 1997 THE BANK OF NEW YORK
("Trustee")
By /s/ Marie Trimboli
Its Assistant Treasurer