Exhibit 4(b)
ENERGEN CORPORATION
and
THE BANK OF NEW YORK
Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of September 5, 1997
$15,000,000
Series 1993 Notes
THIS FIRST SUPPLEMENTAL INDENTURE (the "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 March 1, 1993 (the
"1993 Indenture"), pursuant to which the Corporations's Series
1993 Notes (the "Notes") 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 1993
Indenture be amended in certain respects as more fully set forth
herein (the "Amendments") and solicited the written consent of
the Holders of the Notes to the Amendments; and
WHEREAS, there is presently outstanding $12,753,000
principal amount of the Notes; and
WHEREAS, in accordance with Section 10.01 of the 1993
Indenture, approval of the Amendments requires the written
consent of the Holders of greater than $6,376,500 principal
amount of the Notes; and
WHEREAS, the Holders of greater than $6,376,500
principal amount of the Notes have consented in writing to the
Amendments; and
WHEREAS, the Corporation and the Trustee desire to
amend and restate the 1993 Indenture as provided herein;
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 Notes:
Section 1. Definitions. Except as provided herein, all
definitions of terms contained in Section 1.01 and Section 1.02
of the 1993 Indenture are incorporated herein by reference.
Section 2. Amendment of 1993 Indenture.
(a) Elimination of Section 5.05 of the 1993 Indenture.
The 1993 Indenture is hereby amended by deleting Section 5.05 of
the 1993 Indenture in its entirety.
(b) Addition of Article IV-A to the 1993 Indenture.
The 1993 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.
"Notes to be Redeemed" means all of the Notes then
outstanding in the case of a Mandatory Repurchase Event, or all
Notes 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 Notes 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 Notes from a Rating Agency
within 60 days following any date on which the Notes 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 Notes 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 Notes 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 Notes 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 March 1 and September 1 occurring more than 100 days
after a Put Event (each such March 1 and September 1, a
"Subsequent Repurchase Date"), unless, on the 70th day prior to
any such Subsequent Repurchase Date, the Notes are rated by all
Rating Agencies higher than the Lowest Investment Grade.
"Repurchase Price" with respect to any Note shall mean
the following prices (expressed as percentages of principal
amount of the Notes), plus accrued interest to the Repurchase
Date:
If redeemed during the 12-month period
beginning March 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 Notes 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 Notes on
each Repurchase Date at the Repurchase Price; provided, however,
that Notes redeemed in part will be redeemed only in integral
multiples of $1,000 principal amount.
Section 4A.03. Redemption of Notes upon a Mandatory
Repurchase Event. In the event there occurs at any time a
Mandatory Repurchase Event, the Notes 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 Notes shall be given or
caused to be given by the Corporation to each Holder of the Notes
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 Notes are to be
surrendered for payment of the Repurchase Price;
and
(d) in the case of a Put Event:
(1) the date by which Notes 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 Notes 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 Notes 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 Notes must deliver at least thirty days prior to the
applicable Repurchase Date the Exercise Notice to the Trustee
together with the Notes with respect to which the Put Right is
being exercised, duly endorsed for transfer. If any Note 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 Note which is to be redeemed. The
written notice given by any Holder pursuant to this Section 4A.07
shall be irrevocable.
If the Notes 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. Notes Payable on Repurchase Date. The Notes
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 Notes shall
cease to bear interest. Upon surrender of any such Note for
redemption, such Note 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 Notes registered as such at the
close of business on the relevant record date for payment of such
interest according to their terms. If any Notes 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 Notes.
Section 4A.09. Notes Redeemed in Part. In the case of a
Put Event, any Note 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 Note without
service charge, a new Note or Notes, 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 Note so surrendered.
Section 4A.10. Substitute Rating Agency. Should either S&P
or Moody's or both cease to rate the Notes, the Corporation
shall, as soon as practicable but in any event not more than 60
days thereafter, obtain a rating for the Notes by another Rating
Agency.
Section 3. Confirmation of 1993 Indenture. All the
terms, covenants, and conditions of the 1993 Indenture, as
amended hereby, are hereby in all respects ratified and
confirmed, and the 1993 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 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 officers, 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