<PAGE>
                                                                     EXHIBIT 4.K

                         EL PASO ENERGY PARTNERS, L.P.,
            EL PASO ENERGY PARTNERS FINANCE CORPORATION, as Issuers,



             THE SUBSIDIARIES NAMED HEREIN, as Subsidiary Guarantors



                                       And



                         JPMORGAN CHASE BANK, as Trustee



               8 1/2% Series A Senior Subordinated Notes due 2010
               8 1/2% Series B Senior Subordinated Notes due 2010





                                    INDENTURE





                           Dated as of March 24, 2003



<PAGE>




                             CROSS-REFERENCE TABLE*

<Table>
<Caption>
                                 TRUST INDENTURE

ACT SECTION                                                                                               INDENTURE SECTION
-------------------------------------------------------------------------------------------------------   -----------------
<S>   <C>                                                                                                 <C>
310   (a)(1)...........................................................................................      7.10
      (a)(2)...........................................................................................      7.10
      (a)(3)...........................................................................................      N.A.
      (a)(4)...........................................................................................      N.A.
      (a)(5)...........................................................................................      7.10
      (b)..............................................................................................      7.10
      (c)..............................................................................................      N.A.
311   (a)..............................................................................................      7.11
      (b)..............................................................................................      7.11
      (c)..............................................................................................      N.A.
312   (a)..............................................................................................      2.05
      (b)..............................................................................................      13.03
      (c)..............................................................................................      13.03
313   (a)..............................................................................................      7.06
      (b)(1)...........................................................................................      N.A.
      (b)(2)...........................................................................................      7.06
      (c)..............................................................................................      7.06; 13.02
      (d)..............................................................................................      7.6
314   (a)..............................................................................................      4.03; 4.19; 13.02
      (b)..............................................................................................      N.A.
      (c)(1)...........................................................................................      13.04
      (c)(2)...........................................................................................      13.04
      (c)(3)...........................................................................................      N.A.
      (d)..............................................................................................      N.A.
      (e)..............................................................................................      13.05
      (f)..............................................................................................      N.A.
315   (a)..............................................................................................      7.01
      (b)..............................................................................................      7.05, 13.02
      (c)..............................................................................................      7.01
      (d)..............................................................................................      7.01; 6.05
      (e)..............................................................................................      6.11
316   (a)(last sentence)...............................................................................      2.09
      (a)(1)(A)........................................................................................      6.05
      (a)(1)(B)........................................................................................      6.04
      (a)(2)...........................................................................................      N.A.
      (b)..............................................................................................      6.07
      (c)..............................................................................................      2.12
317   (a)(1)...........................................................................................      6.08
      (a)(2)...........................................................................................      6.09
      (b)..............................................................................................      2.04
</Table>


                                       i

<PAGE>



<Table>
<S>   <C>                                                                                                 <C>
318   (a)..............................................................................................      13.01
      (b)..............................................................................................      N.A.
      (c)..............................................................................................      13.01
</Table>

----------

N.A. means not applicable.

*This Cross-Reference Table is not part of the Indenture.


                                       ii



<PAGE>




                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                                          PAGE
                                                                                                                          ----
<S>        <C>                                                                                                            <C>
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE........................................................................1

           SECTION 1.01.   DEFINITIONS......................................................................................1
           SECTION 1.02.   OTHER DEFINITIONS...............................................................................28
           SECTION 1.03.   INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT...............................................29
           SECTION 1.04.   RULES OF CONSTRUCTION...........................................................................29

ARTICLE 2 THE NOTES........................................................................................................30

           SECTION 2.01.   FORM AND DATING.................................................................................30
           SECTION 2.02.   EXECUTION AND AUTHENTICATION....................................................................30
           SECTION 2.03.   REGISTRAR AND PAYING AGENT......................................................................31
           SECTION 2.04.   PAYING AGENT TO HOLD MONEY IN TRUST.............................................................31
           SECTION 2.05.   HOLDER LISTS....................................................................................32
           SECTION 2.06.   TRANSFER AND EXCHANGE...........................................................................32
           SECTION 2.07.   REPLACEMENT NOTES...............................................................................46
           SECTION 2.08.   OUTSTANDING NOTES...............................................................................47
           SECTION 2.09.   TREASURY NOTES..................................................................................47
           SECTION 2.10.   TEMPORARY NOTES.................................................................................47
           SECTION 2.11.   CANCELLATION....................................................................................48
           SECTION 2.12.   DEFAULTED INTEREST..............................................................................48
           SECTION 2.13.   CUSIP NUMBERS...................................................................................48

ARTICLE 3 REDEMPTION AND PREPAYMENT........................................................................................48

           SECTION 3.01.   NOTICES TO TRUSTEE..............................................................................48
           SECTION 3.02.   SELECTION OF NOTES TO BE REDEEMED...............................................................49
           SECTION 3.03.   NOTICE OF REDEMPTION............................................................................49
           SECTION 3.04.   EFFECT OF NOTICE OF REDEMPTION..................................................................50
           SECTION 3.05.   DEPOSIT OF REDEMPTION PRICE.....................................................................50
           SECTION 3.06.   NOTES REDEEMED IN PART..........................................................................51
           SECTION 3.07.   OPTIONAL REDEMPTION.............................................................................51
           SECTION 3.08.   MANDATORY REDEMPTION............................................................................51
           SECTION 3.09.   OFFER TO PURCHASE BY APPLICATION OF NET PROCEEDS................................................51
</Table>


                                      iii



<PAGE>



<Table>
<Caption>
                                                                                                                          PAGE
                                                                                                                          ----
<S>        <C>                                                                                                            <C>
ARTICLE 4 COVENANTS........................................................................................................54

           SECTION 4.01.   PAYMENT OF NOTES................................................................................54
           SECTION 4.02.   MAINTENANCE OF OFFICE OR AGENCY.................................................................54
           SECTION 4.03.   COMPLIANCE CERTIFICATE..........................................................................55
           SECTION 4.04.   TAXES...........................................................................................55
           SECTION 4.05.   STAY, EXTENSION AND USURY LAWS..................................................................56
           SECTION 4.06.   CHANGE OF CONTROL...............................................................................56
           SECTION 4.07.   ASSET SALES.....................................................................................58
           SECTION 4.08.   RESTRICTED PAYMENTS.............................................................................61
           SECTION 4.09.   INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF DISQUALIFIED EQUITY..................................64
           SECTION 4.10.   ANTI-LAYERING...................................................................................67
           SECTION 4.11.   LIENS...........................................................................................67
           SECTION 4.12.   DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES..................................67
           SECTION 4.13.   TRANSACTIONS WITH AFFILIATES....................................................................69
           SECTION 4.14.   ADDITIONAL SUBSIDIARY GUARANTEES................................................................71
           SECTION 4.15.   DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES.........................................72
           SECTION 4.16.   BUSINESS ACTIVITIES.............................................................................73
           SECTION 4.17.   SALE AND LEASEBACK TRANSACTIONS.................................................................73
           SECTION 4.18.   PAYMENTS FOR CONSENT............................................................................73
           SECTION 4.19.   REPORTS.........................................................................................73
           SECTION 4.20.   SUSPENSION OF COVENANTS.........................................................................74

ARTICLE 5 SUCCESSORS.......................................................................................................75

           SECTION 5.01.   MERGER, CONSOLIDATION, OR SALE OF ASSETS........................................................75
           SECTION 5.02.   SUCCESSOR ENTITY SUBSTITUTED....................................................................77

ARTICLE 6 DEFAULTS AND REMEDIES............................................................................................78

           SECTION 6.01.   EVENTS OF DEFAULT...............................................................................78
           SECTION 6.02.   ACCELERATION....................................................................................80
           SECTION 6.03.   OTHER REMEDIES..................................................................................80
           SECTION 6.04.   WAIVER OF PAST DEFAULTS.........................................................................80
           SECTION 6.05.   CONTROL BY MAJORITY.............................................................................81
           SECTION 6.06.   LIMITATION ON SUITS.............................................................................81
           SECTION 6.07.   RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT...................................................81
</Table>


                                       iv



<PAGE>



<Table>
<Caption>
                                                                                                                          PAGE
                                                                                                                          ----
<S>        <C>                                                                                                            <C>
           SECTION 6.08.   COLLECTION SUIT BY TRUSTEE......................................................................81
           SECTION 6.09.   TRUSTEE MAY FILE PROOFS OF CLAIM................................................................82
           SECTION 6.10.   PRIORITIES......................................................................................82
           SECTION 6.11.   UNDERTAKING FOR COSTS...........................................................................83

ARTICLE 7 TRUSTEE..........................................................................................................83

           SECTION 7.01.   DUTIES OF TRUSTEE...............................................................................83
           SECTION 7.02.   RIGHTS OF TRUSTEE...............................................................................84
           SECTION 7.03.   INDIVIDUAL RIGHTS OF TRUSTEE....................................................................86
           SECTION 7.04.   TRUSTEE'S DISCLAIMER............................................................................86
           SECTION 7.05.   NOTICE OF DEFAULTS..............................................................................86
           SECTION 7.06.   REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES......................................................86
           SECTION 7.07.   COMPENSATION AND INDEMNITY......................................................................87
           SECTION 7.08.   REPLACEMENT OF TRUSTEE..........................................................................88
           SECTION 7.09.   SUCCESSOR TRUSTEE BY MERGER, ETC................................................................89
           SECTION 7.10.   ELIGIBILITY; DISQUALIFICATION...................................................................89
           SECTION 7.11.   PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUERS...............................................89

ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE.........................................................................89

           SECTION 8.01.   OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE........................................89
           SECTION 8.02.   LEGAL DEFEASANCE AND DISCHARGE..................................................................89
           SECTION 8.03.   COVENANT DEFEASANCE.............................................................................90
           SECTION 8.04.   CONDITIONS TO LEGAL OR COVENANT DEFEASANCE......................................................90
           SECTION 8.05.   DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;
                             OTHER MISCELLANEOUS PROVISIONS................................................................92
           SECTION 8.06.   REPAYMENT TO ISSUERS............................................................................92
           SECTION 8.07.   REINSTATEMENT...................................................................................93

ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER.................................................................................93

           SECTION 9.01.   WITHOUT CONSENT OF HOLDERS OF NOTES.............................................................93
           SECTION 9.02.   WITH CONSENT OF HOLDERS OF NOTES................................................................94
           SECTION 9.03.   COMPLIANCE WITH TRUST INDENTURE ACT.............................................................96
           SECTION 9.04.   REVOCATION AND EFFECT OF CONSENTS...............................................................96
           SECTION 9.05.   NOTATION ON OR EXCHANGE OF NOTES................................................................96
           SECTION 9.06.   TRUSTEE TO SIGN AMENDMENTS, ETC.................................................................96
</Table>


                                       v


<PAGE>




<Table>
<Caption>
                                                                                                                          PAGE
                                                                                                                          ----
<S>        <C>                                                                                                            <C>
           SECTION 9.07.   EFFECT OF SUPPLEMENTAL INDENTURES...............................................................96

ARTICLE 10 SUBORDINATION...................................................................................................97

           SECTION 10.01.   AGREEMENT TO SUBORDINATE.......................................................................97
           SECTION 10.02.   LIQUIDATION; DISSOLUTION; BANKRUPTCY...........................................................97
           SECTION 10.03.   DEFAULT ON DESIGNATED SENIOR DEBT..............................................................97
           SECTION 10.04.   ACCELERATION OF NOTES..........................................................................98
           SECTION 10.05.   WHEN DISTRIBUTION MUST BE PAID OVER............................................................98
           SECTION 10.06.   NOTICE BY ISSUERS..............................................................................99
           SECTION 10.07.   SUBROGATION....................................................................................99
           SECTION 10.08.   RELATIVE RIGHTS................................................................................99
           SECTION 10.09.   SUBORDINATION MAY NOT BE IMPAIRED BY ISSUERS..................................................100
           SECTION 10.10.   DISTRIBUTION OR NOTICE TO REPRESENTATIVE......................................................100
           SECTION 10.11.   RIGHTS OF TRUSTEE AND PAYING AGENT............................................................100
           SECTION 10.12.   AUTHORIZATION TO EFFECT SUBORDINATION.........................................................100
           SECTION 10.13.   AMENDMENTS....................................................................................101

ARTICLE 11 GUARANTEES.....................................................................................................101

           SECTION 11.01.   GUARANTEES....................................................................................101
           SECTION 11.02.   LIMITATION OF GUARANTOR'S LIABILITY...........................................................102
           SECTION 11.03.   EXECUTION AND DELIVERY OF GUARANTEES..........................................................102
           SECTION 11.04.   SUBSIDIARY GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.................................103
           SECTION 11.05.   RELEASES......................................................................................104
           SECTION 11.06.   "TRUSTEE" TO INCLUDE PAYING AGENT.............................................................104
           SECTION 11.07.   SUBORDINATION OF GUARANTEES...................................................................104

ARTICLE 12 SATISFACTION AND DISCHARGE.....................................................................................105

           SECTION 12.01.   SATISFACTION AND DISCHARGE....................................................................105
           SECTION 12.02.   APPLICATION OF TRUST..........................................................................106
           SECTION 12.03.   REPAYMENT OF THE ISSUERS......................................................................106
           SECTION 12.04.   REINSTATEMENT.................................................................................107

ARTICLE 13 MISCELLANEOUS..................................................................................................107

           SECTION 13.01.   TRUST INDENTURE ACT CONTROLS..................................................................107
           SECTION 13.02.   NOTICES.......................................................................................107
</Table>


                                       vi



<PAGE>


<Table>
<Caption>
                                                                                                                          PAGE
                                                                                                                          ----
<S>        <C>                                                                                                            <C>
           SECTION 13.03.   COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.................................108
           SECTION 13.04.   CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT............................................108
           SECTION 13.05.   STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.................................................109
           SECTION 13.06.   RULES BY TRUSTEE AND AGENTS...................................................................110
           SECTION 13.07.   NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, PARTNERS, EMPLOYEES,
                             INCORPORATORS, STOCKHOLDERS AND MEMBERS......................................................110
           SECTION 13.08.   GOVERNING LAW.................................................................................110
           SECTION 13.09.   NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.................................................110
           SECTION 13.10.   SUCCESSORS....................................................................................110
           SECTION 13.11.   SEVERABILITY..................................................................................110
           SECTION 13.12.   COUNTERPART ORIGINALS.........................................................................111
           SECTION 13.13.   TABLE OF CONTENTS, HEADINGS, ETC..............................................................111
</Table>


Schedule A - Schedule of Subsidiary Guarantors



                                    EXHIBITS

Exhibit A      FORM OF NOTE

Exhibit B      FORM OF CERTIFICATE OF TRANSFER

Exhibit C      FORM OF CERTIFICATE OF EXCHANGE

Exhibit D      FORM OF GUARANTEE NOTATION

Exhibit E      FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL
                ACCREDITED INVESTOR


                                      vii



<PAGE>



     INDENTURE dated as of March 24, 2003 among El Paso Energy Partners, L.P., a
Delaware limited partnership (the "Partnership"), El Paso Energy Partners
Finance Corporation, a Delaware corporation ("El Paso Finance," and collectively
with the Partnership, the "Issuers"), the Subsidiary Guarantors (as defined
herein) listed on Schedule A hereto, and JPMorgan Chase Bank, a New York state
banking corporation, as trustee (the "Trustee").

     The Issuers, the Subsidiary Guarantors, and the Trustee agree as follows
for the benefit of each other and for the equal and ratable benefit of the
Holders of the 8 1/2% Series A Senior Subordinated Notes due 2010 (the "Series A
Notes") and the 8 1/2% Series B Senior Subordinated Notes due 2010 (the
"Exchange Notes" and, together with the Series A Notes, the "Notes"):

                                   ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. DEFINITIONS.

     "144A Global Note" means the Global Note in the form of Exhibit A hereto
bearing the Global Note Legend and the Private Placement Legend and that has the
"Schedule of Exchange of Interests in the Global Note" attached thereto and
deposited with and registered in the name of the Depositary or its nominee that
will be issued in a denomination equal to the outstanding principal amount of
the Notes sold in reliance on Rule 144A, subject to adjustment as provided in
Section 2.06 hereof.

     "Acquired Debt" means, with respect to any specified Person: (i)
Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person, whether or
not such Indebtedness is incurred in connection with, or in contemplation of,
such other Person merging with or into, or becoming a Subsidiary of, such
specified Person, but excluding Indebtedness that is extinguished, retired or
repaid in connection with such Person merging with or becoming a Subsidiary of
such specified Person; and (ii) Indebtedness secured by a Lien encumbering any
asset acquired by such specified Person.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a specified Person shall be deemed to be control by the other
Person; provided, further, that any third Person which also beneficially owns
10% or more of the Voting Stock of a specified Person shall not be deemed to be
an Affiliate of either the specified Person or the other Person merely because
of such common ownership in such specified Person. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" shall have correlative meanings. Notwithstanding the foregoing, the term
"Affiliate" shall not include a Restricted Subsidiary of any specified Person.


                                       1



<PAGE>



     "Agent" means any Registrar, Paying Agent or co-registrar.

     "Applicable Procedures" means, with respect to any transfer or exchange of
or for beneficial interests in any Global Note, the rules and procedures of the
Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

     "Asset Sale" means, (i) the sale, lease, conveyance or other disposition of
any assets or rights, other than sales of inventory in the ordinary course of
business consistent with past practices; provided that the sale, lease,
conveyance or other disposition of all or substantially all of the assets of the
Partnership or the Partnership and its Restricted Subsidiaries taken as a whole
will be governed by the provisions of Section 4.06 and/or the provisions of
Article 5 hereof and not by the provisions of Section 4.07; and (ii) the
issuance of Equity Interests by any of the Partnership's Restricted Subsidiaries
or the sale by the Partnership or any of its Restricted Subsidiaries of Equity
Interests in any of its Restricted Subsidiaries. Notwithstanding the preceding,
the following items shall not be deemed to be Asset Sales: (i) any single
transaction or series of related transactions that: (a) involves assets having a
fair market value of less than $5.0 million; or (b) results in net proceeds to
the Partnership and its Restricted Subsidiaries of less than $5.0 million; (ii)
a transfer of assets between or among the Partnership and its Restricted
Subsidiaries; (iii) an issuance of Equity Interests by a Restricted Subsidiary
to the Partnership or to another Restricted Subsidiary of the Partnership; (iv)
a Restricted Payment that is permitted under Section 4.08 hereof; and (v) a
transaction of the type described in Section 4.07(d).

     "Attributable Debt" in respect of a sale and lease-back transaction means,
at the time of determination, the present value of the obligation of the lessee
for net rental payments during the remaining term of the lease included in such
sale and lease-back transaction, including any period for which such lease has
been extended or may, at the option of the lessor, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP.

     "Available Cash" has the meaning assigned to such term in the Partnership
Agreement, as in effect on the Issue Date.

     "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or state
law for the relief of debtors.

     "Board of Directors" means, with respect to the Partnership, the Board of
Directors of the General Partner, or any authorized committee of such Board of
Directors, and with respect to El Paso Finance or any other Subsidiary of the
Partnership, the Board of Directors or managing members of such Person.

     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the General Partner or El Paso Finance, as
applicable, to have been duly adopted by the Board of Directors of the General
Partner or El Paso Finance, as applicable, and to be in full force and effect on
the date of such certification.

     "Business Day" means any day other than a Legal Holiday.



                                       2



<PAGE>



     "Capital Lease Obligation" means, at the time any determination thereof is
to be made, the amount of the liability in respect of a capital lease that would
at such time be required to be capitalized on a balance sheet in accordance with
GAAP.

     "Cash Equivalent" means:

          (i) United States dollars or, in an amount up to the amount necessary
     or appropriate to fund local operating expenses, other currencies;

          (ii) securities issued or directly and fully guaranteed or insured by
     the United States government or any agency or instrumentality thereof
     (provided that the full faith and credit of the United States is pledged in
     support thereof) having maturities of not more than one year from the date
     of acquisition;

          (iii) certificates of deposit, time deposits and eurodollar time
     deposits with maturities of one year or less from the date of acquisition,
     bankers' acceptances with maturities not exceeding 365 days, demand and
     overnight bank deposits and other similar types of investments routinely
     offered by commercial banks, in each case with any domestic commercial bank
     having a combined capital and surplus of not less than $500.0 million and a
     Fitch Rating of "B" or better or any commercial bank of any other country
     that is a member of the Organization for Economic Cooperation and
     Development ("OECD") and has total assets in excess of $500.0 million;

          (iv) repurchase obligations with a term of not more than seven days
     for underlying securities of the types described in clauses (ii) and (iii)
     above entered into with any financial institution meeting the
     qualifications specified in clause (iii) above;

          (v) commercial paper having one of the two highest ratings obtainable
     from Moody's Investors Service, Inc. or Standard & Poor's Ratings Group and
     in each case maturing within six months after the date of acquisition; and

          (vi) investments in money market funds at least 95% of whose assets
     consist of investments of the types described in clauses (i) through (v)
     above.

     "Cash from Operations" shall have the meaning assigned to such term in the
Partnership Agreement, as in effect on the Issue Date.

     "Certificated Note" means a certificated Note registered in the name of the
Holder thereof and issued in accordance with Section 2.06 hereof, in the form of
Exhibit A, hereto except that such Note shall not bear the Global Note Legend,
shall not have the phrase identified by footnote 1 thereto and shall not have
the "Schedule of Exchanges of Interests in the Global Note" attached thereto.

     "Change of Control" means the occurrence of any of the following:


                                       3



<PAGE>



          (i) the sale, transfer, lease, conveyance or other disposition (other
     than by way of merger or consolidation), in one or a series of related
     transactions, of all or substantially all of the assets of the Partnership
     and its Restricted Subsidiaries taken as a whole to any "person" (as such
     term is used in Section 13(d)(3) of the Exchange Act) other than the El
     Paso Group;

          (ii) the adoption of a plan relating to the liquidation or dissolution
     of the Partnership or the General Partner; and

          (iii) such time as the El Paso Group ceases to own, directly or
     indirectly, the general partner interests of the Partnership, or members of
     the El Paso Group cease to serve as the only general partners of the
     Partnership.

Notwithstanding the foregoing, a conversion of the Partnership from a limited
partnership to a corporation, limited liability company or other form of entity
or an exchange of all of the outstanding limited partnership interests for
capital stock in a corporation, for member interests in a limited liability
company or for Equity Interests in such other form of entity shall not
constitute a Change of Control, so long as following such conversion or exchange
the El Paso Group beneficially owns, directly or indirectly, in the aggregate
more than 50% of the Voting Stock of such entity, or continues to own a
sufficient number of the outstanding shares of Voting Stock of such entity to
elect a majority of its directors, managers, trustees or other persons serving
in a similar capacity for such entity.

     "Clearstream" means Clearstream Banking, societe anonyme.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and the rules and regulations thereunder.

     "Consolidated Cash Flow" means, with respect to any Person for any period,
the Consolidated Net Income of such Person for such period plus

          (i) an amount equal to the dividends or distributions paid during such
     period in cash or Cash Equivalents to such Person or any of its Restricted
     Subsidiaries by a Person that is not a Restricted Subsidiary of such
     Person; plus

          (ii) an amount equal to any extraordinary loss of such Person and its
     Restricted Subsidiaries plus any net loss realized by such Person and its
     Restricted Subsidiaries in connection with an Asset Sale, to the extent
     such losses were deducted in computing such Consolidated Net Income; plus

          (iii) the provision for taxes based on income or profits of such
     Person and its Restricted Subsidiaries for such period, to the extent that
     such provision for taxes was deducted in computing such Consolidated Net
     Income; plus

          (iv) the consolidated interest expense of such Person and its
     Restricted Subsidiaries for such period, whether paid or accrued
     (including, without limitation, amortization of debt issuance costs and
     original issue discount, non-cash interest payments, the interest component
     of any deferred payment


                                       4



<PAGE>



     obligations, the interest component of all payments associated with Capital
     Lease Obligations, imputed interest with aspect to Attributable Debt,
     commissions, discounts and other fees and charges incurred in respect of
     letter of credit or bankers' acceptance financings, and net payments, if
     any, pursuant to Hedging Obligations), to the extent that any such expense
     was deducted in computing such Consolidated Net Income, excluding any such
     expenses to the extent incurred by a Person that is not a Restricted
     Subsidiary of the Person for which the calculation is being made; plus

          (v) depreciation, depletion and amortization (including amortization
     of goodwill and other intangibles but excluding amortization of prepaid
     cash expenses that were paid in a prior period) and other non-cash expenses
     (excluding any such non-cash expense to the extent that it represents an
     accrual of or reserve for cash expenses in any future period or
     amortization of a prepaid cash expense that was paid in a prior period) of
     such Person and its Restricted Subsidiaries for such period to the extent
     that such depreciation, amortization and other non-cash expenses were
     deducted in computing such Consolidated Net Income (excluding any such
     expenses to the extent incurred by a Person that is neither an Issuer nor a
     Restricted Subsidiary); minus

          (vi) non-cash items increasing such Consolidated Net Income for such
     period, other than items that were accrued in the ordinary course of
     business, in each case, on a consolidated basis and determined in
     accordance with GAAP.

Notwithstanding the preceding, the provision for taxes based on the income or
profits of, and the depreciation and amortization and other non-cash charges of,
a Restricted Subsidiary of the Partnership shall be added to Consolidated Net
Income to compute Consolidated Cash Flow of the Partnership only to the extent
that a corresponding amount would be permitted at the date of determination to
be dividended or distributed to the Partnership by such Restricted Subsidiary
without prior approval (that has not been obtained), pursuant to the terms of
its charter and all agreements, instruments, judgments, decrees, orders,
statutes, rules and governmental regulations applicable to that Restricted
Subsidiary or its stockholders.

     "Consolidated Net Income" means, with respect to any specified Person for
any period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that: (i) the aggregate Net Income (but not net loss in
excess of such aggregate Net Income) of all Persons that are Unrestricted
Subsidiaries shall be excluded (without duplication); (ii) the earnings included
therein attributable to all Persons that are accounted for by the equity method
of accounting and the aggregate Net Income (but not net loss in excess of such
aggregate Net Income) included therein attributable to all entities constituting
Joint Ventures that are accounted for on a consolidated basis (rather than by
the equity method of accounting) shall be excluded; (iii) the Net Income of any
Restricted Subsidiary shall be excluded to the extent that the declaration or
payment of dividends or similar distributions by that Restricted Subsidiary of
that Net Income is not at the date of determination permitted without any prior
governmental approval (that has not been obtained) or, directly or indirectly,
by operation of the terms of its charter or any agreement (other than this
Indenture, the Notes or any Guarantee), instrument,


                                       5



<PAGE>



judgment, decree, order, statute, rule or governmental regulation applicable to
that Restricted Subsidiary or its stockholders; (iv) the Net Income of any
Person acquired in a pooling of interests transaction for any period prior to
the date of such acquisition shall be excluded; and (v) the cumulative effect of
a change in accounting principles shall be excluded.

     "Consolidated Net Worth" means, with respect to any Person as of any date,
the sum of: (i) the consolidated equity of the common stockholders or members
(or consolidated partners' capital in the case of a partnership) of such Person
and its consolidated Subsidiaries as of such date as determined in accordance
with GAAP; plus (ii) the respective amounts reported on such Person's balance
sheet as of such date with respect to any series of preferred stock (other than
Disqualified Equity) that by its terms is not entitled to the payment of
dividends unless such dividends may be declared and paid only out of net
earnings in respect of the year of such declaration and payment, but only to the
extent of any cash received by such Person upon issuance of such preferred
stock.

     "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 13.02 hereof or such other address as to which the
Trustee may give notice to the Issuers.

     "Credit Facilities" means, with respect to the Partnership, El Paso Finance
or any Restricted Subsidiary, one or more debt facilities or commercial paper
facilities, including the Partnership Credit Facility, in each case providing
for revolving credit loans, term loans, receivables financing (including through
the sale of receivables to such lenders or to special purpose entities formed to
borrow from such lenders against such receivables) or letters of credit, in each
case, as amended, restated, modified, renewed, refunded, replaced or refinanced
in whole or in part from time to time.

     "Default" means any event that is or with the passage of time or the giving
of notice or both would be, an Event of Default.

     "Depositary" means, with respect to the Notes issuable or issued in whole
or in part in global form, the Person specified in Section 2.03 hereof as the
Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

     "Designated Guarantor Senior Debt" means, with respect to a Subsidiary
Guarantor, amounts owing by such Restricted Subsidiary under the Credit Facility
and guarantees, if any, by such Subsidiary Guarantor of Designated Senior Debt.

     "Designated Senior Debt" means Obligations under the Partnership Credit
Facility and any other Senior Debt permitted under this Indenture the principal
amount of which is $25.0 million or more and that has been designated by the
Partnership as "Designated Senior Debt."

     "Disqualified Equity" means any Equity Interests that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof), or upon the
occurrence of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of



                                       6



<PAGE>



the holder thereof, in whole or in part, on or prior to the date on which the
Notes mature. Notwithstanding the preceding sentence, any Equity Interests that
would constitute Disqualified Equity solely because the holders thereof have the
right to require the Partnership or any of its Restricted Subsidiaries or El
Paso Finance to repurchase such Equity Interests upon the occurrence of a change
of control or an asset sale shall not constitute Disqualified Equity if the
terms of such Equity Interests provide that such Equity Interests shall not be
repurchased or redeemed pursuant to such provisions unless such repurchase or
redemption is conditioned upon, and subject to, compliance with Section 4.08
hereof.

     "Distribution Compliance Period" means the 40-day distribution compliance
period as defined in Regulation S.

     "El Paso" means El Paso Corporation, a Delaware corporation, and its
successors.

     "El Paso Finance" means the Person named as such in the preamble of this
Indenture under and until a successor replaces it pursuant to the applicable
provision of this Indenture and thereafter means such successor.

     "El Paso Group" means, collectively, (1) El Paso, (2) each Person of which,
as of the time of the determination, El Paso is a direct or indirect Subsidiary
and (3) each Person which is a direct or indirect Subsidiary of any Person
described in (1) or (2) above.

     "Equity Interests" means:

          (i) in the case of a corporation, corporate stock;

          (ii) in the case of an association or business entity, any and all
     shares, interests, participations, rights or other equivalents (however
     designated) of corporate stock;

          (iii) in the case of a partnership or limited liability company,
     partnership or membership interests (whether general or limited);

          (iv) any other interest or participation that confers on a Person the
     right to receive a share of the profits and losses of, or distributions of
     assets of, the issuing Person, and any rights (other than debt securities
     convertible into capital stock) warrants or options exchangeable for or
     convertible into such capital stock; and

          (v) all warrants, options or other rights to acquire any of the
     interests described in clauses (i) through (iv) above (but excluding any
     debt security that is convertible into, or exchangeable for, any of the
     interests described in clauses (i) through (iv) above).

     "Equity Offering" means any sale for cash of Equity Interests of the
Partnership (excluding sales made to any Restricted Subsidiary and excluding
sales of Disqualified Equity).


                                       7



<PAGE>



     "Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear
system.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Exchange Notes" means the 8 1/2% Series B Senior Subordinated Notes due
2010, having terms substantially identical to the Series A Notes, offered to the
Holders of the Series A Notes under the Exchange Offer Registration Statement.

     "Exchange Offer" means the offer that may be made by the Issuers pursuant
to the Registration Rights Agreement to the Holders of the Series A Notes to
exchange their Series A Notes for the Exchange Notes.

     "Exchange Offer Registration Statement" means that certain registration
statement filed by the Issuers and the Subsidiary Guarantors with the SEC to
register the Exchange Notes for issuance in the Exchange Offer.

     "Existing Indebtedness" means the aggregate principal amount of
Indebtedness of the Partnership and its Restricted Subsidiaries in existence on
the Issue Date.

     "Fixed Charge Coverage Ratio" means, with respect to any specified Person
for any period, the ratio of the Consolidated Cash Flow of such Person and its
Restricted Subsidiaries for such period to the Fixed Charges of such Person for
such period. In the event that the specified Person or any of its Restricted
Subsidiaries incurs, assumes, guarantees, repays or redeems any Indebtedness
(other than revolving credit borrowings not constituting a permanent commitment
reduction) or issues or redeems Disqualified Equity subsequent to the
commencement of the period for which the Fixed Charge Coverage Ratio is being
calculated but prior to the date on which the event for which the calculation of
the Fixed Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed
Charge Coverage Ratio shall be calculated giving pro forma effect to such
incurrence (and the application of the net proceeds thereof), assumption,
guarantee, repayment or redemption of Indebtedness, or such issuance or
redemption of Disqualified Equity, as if the same had occurred at the beginning
of the applicable four-quarter reference period (and if such Indebtedness is
incurred to finance the acquisition of assets (including, without limitation, a
single asset, a division or segment or an entire company) that were conducting
commercial operations prior to such acquisition, there shall be included pro
forma net income for such assets, as if such assets had been acquired on the
first day of such period).

     In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

          (i) acquisitions that have been made by the specified Person or any of
     its Restricted Subsidiaries, including through mergers or consolidations
     and including any related financing transactions, during the four-quarter
     reference period or subsequent to such reference period and on or prior to
     the Calculation Date shall be deemed to have occurred on the first day of
     the four-quarter reference period and Consolidated Cash Flow for such
     reference period shall be calculated without giving effect to clause (iv)
     of the proviso set forth in the definition of Consolidated Net Income;



                                       8



<PAGE>



          (ii) the Consolidated Cash Flow attributable to discontinued
     operations, as determined in accordance with GAAP, and operations or
     businesses disposed of prior to the Calculation Date, shall be excluded;

          (iii) the Fixed Charges attributable to discontinued operations, as
     determined in accordance with GAAP, and operations or businesses disposed
     of prior to the Calculation Date, shall be excluded, but only to the extent
     that the obligations giving rise to such Fixed Charges will not be
     obligations of the specified Person or any of its Restricted Subsidiaries
     following the Calculation Date;

          (iv) interest on outstanding Indebtedness of the specified Person or
     any of its Restricted Subsidiaries as of the last day of the four-quarter
     reference period shall be deemed to have accrued at a fixed rate per annum
     equal to the rate of interest on such Indebtedness in effect on such last
     day after giving effect to any Hedging Obligation then in effect; and

          (v) if interest on any Indebtedness incurred by the specified Person
     or any of its Restricted Subsidiaries on such date may optionally be
     determined at an interest rate based upon a factor of a prime or similar
     rate, a eurocurrency interbank offered rate or other rates, then the
     interest rate in effect on the last day of the four-quarter reference
     period will be deemed to have been in effect during such period.

     "Fixed Charges" means, with respect to any Person for any period, without
duplication,

          (A) the sum of:

               (i) the consolidated interest expense of such Person and its
          Restricted Subsidiaries (excluding for purposes of this clause (i)
          consolidated interest expense included therein that is attributable to
          Indebtedness of a Person that is not a Restricted Subsidiary of the
          Person for which the calculation is being made) for such period,
          whether paid or accrued, including, without limitation, amortization
          of debt issuance costs and original issue discount, non-cash interest
          payments, the interest component of any deferred payment obligations,
          the interest component of all payments associated with Capital Lease
          Obligations, imputed interest with respect to Attributable Debt,
          commissions, discounts, and other fees and charges incurred in respect
          of letter of credit or bankers' acceptance financings, and net
          payments, if any, pursuant to Hedging Obligations; plus

               (ii) the consolidated interest expense of such Person and its
          Restricted Subsidiaries that was capitalized during such period
          (excluding for purposes of this clause (ii) any such consolidated
          interest included



                                       9



<PAGE>



          therein that is attributable to Indebtedness of a Person that is not a
          Restricted Subsidiary); plus

               (iii) any interest expense on Indebtedness of another Person that
          is guaranteed by such Person or one of its Restricted Subsidiaries or
          secured by a Lien on assets of such Person or one of its Restricted
          Subsidiaries, whether or not such guarantee or Lien is called upon,
          provided that this clause (iii) excludes interest on "claw-back,"
          "make-well" or "keep- well" payments made by the Partnership or any
          Restricted Subsidiary; plus

               (iv) the product of (a) all dividend payments, whether or not in
          cash, on any series of Disqualified Equity of such Person or any of
          its Restricted Subsidiaries, other than dividend payments on Equity
          Interests payable solely in Equity Interests of the Partnership (other
          than Disqualified Equity) or to the Partnership or a Restricted
          Subsidiary of the Partnership, times (b) a fraction, the numerator of
          which is one and the denominator of which is one minus the then
          current combined federal, state and local statutory tax rate of such
          Person, expressed as a decimal, in each case, on a consolidated basis
          and in accordance with GAAP, less

          (B) to the extent included in clause (A) above, amortization or
     write-off of deferred financing costs of such Person and its Restricted
     Subsidiaries during such period and any charge related to, or any premium
     or penalty paid in connection with, incurring any such Indebtedness of such
     Person and its Restricted Subsidiaries prior to its Stated Maturity.

In the case of both clauses (A) and (B) of this definition, such amounts will be
determined after elimination of intercompany accounts among such Person and its
Restricted Subsidiaries and in accordance with GAAP.

     "GAAP" means United States generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect from time to time.

     "General Partner" means El Paso Energy Partners Company, a Delaware
corporation, in its capacity as the general partner of the Partnership.

     "Global Note Legend" means the legend set forth in Section 2.06(g)(ii),
which is required to be placed on all Global Notes issued under this Indenture.

     "Global Notes" means, individually and collectively, each of the Restricted
Global Notes and the Unrestricted Global Notes, in the form of Exhibit A hereto
issued in accordance with Section 2.01, 2.06(b), 2.06(d) or 2.06(f) hereof.




                                       10



<PAGE>



     "guarantee" means a guarantee, other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner, including, without limitation, by way of pledge of
assets, or through letters of credit or reimbursement, "claw-back," "make-well"
or "keep-well" agreement in respect thereof, of all or any part of any
Indebtedness. The term "guarantee" used as a verb has a corresponding meaning.
The term "guarantor" shall mean any Person providing a guarantee of any
obligation.

     "Guarantee" means, individually and collectively, the guarantees given by
the Subsidiary Guarantors pursuant to Article 11 hereof, including a notation in
the Notes substantially in the form attached hereto as Exhibit D.

     "Guarantee Obligations" means, with respect to each Subsidiary Guarantor,
the obligations of such Guarantor under Article 11.

     "Guarantor Senior Debt" of a Subsidiary Guarantor means all Obligations
with respect to any Indebtedness of such Subsidiary Guarantor, whether
outstanding on the Issue Date or thereafter created, incurred or assumed,
unless, in the case of any particular Indebtedness, the instrument creating or
evidencing the same or pursuant to which the same is outstanding expressly
provides that such Indebtedness shall be on a parity with or subordinated in
right of payment to such Subsidiary Guarantor's Guarantee. Without limiting the
generality of the foregoing, (x) "Guarantor Senior Debt" shall include the
principal of, premium, if any, and interest on all Obligations of every nature
of such Subsidiary Guarantor from time to time owed to the lenders under the
Partnership Credit Facility, including, without limitation, principal of and
interest on, and all fees, indemnities and expenses payable by such Subsidiary
Guarantor under, the Partnership Credit Facility, and (y) in the case of amounts
owing by such Subsidiary Guarantor under the Partnership Credit Facility and
guarantees of Designated Senior Indebtedness, "Guarantor Senior Debt" shall
include interest accruing thereon subsequent to the occurrence of any Event of
Default specified in clause (h) or (i) of Section 6.01 relating to such
Subsidiary Guarantor, whether or not the claim for such interest is allowed
under any applicable Bankruptcy Law. Notwithstanding the foregoing, "Guarantor
Senior Indebtedness" shall not include (i) Indebtedness evidenced by the Notes
or the Guarantees, (ii) Indebtedness that is expressly subordinate or junior in
right of payment to any other Indebtedness of such Subsidiary Guarantor, (iii)
any liability for federal, state, local or other taxes owed or owing by such
Subsidiary Guarantor, (iv) Indebtedness of such Subsidiary Guarantor to the
Partnership or a Subsidiary of the Partnership or any other Affiliate of the
Partnership, (v) any trade payables of such Subsidiary Guarantor, and (vi) any
Indebtedness which is incurred by such Subsidiary Guarantor in violation of this
Indenture.

     "Guarantor Subordinated Indebtedness" means, with respect to a Subsidiary
Guarantor, indebtedness and other obligations of such Subsidiary Guarantor which
are expressly subordinated in right of payment to such Subsidiary Guarantor's
Guarantee.

     "Hedging Obligations" means, with respect to any Person, the net
obligations (not the notional amount) of such Person under interest rate and
commodity price swap agreements, interest rate and commodity price cap
agreements, interest rate and commodity price collar agreements and foreign
currency and commodity price exchange agreements, options or futures contracts
or other similar agreements or arrangements or hydrocarbon hedging contracts or


                                       11



<PAGE>



hydrocarbon forward sales contracts, in each case designed to protect such
Person against fluctuations in interest rates, foreign exchange rates, or the
commodities prices.

     "Holder" means the Person in whose name a Note is registered on the
Registrar's books.

     "IAI Global Note" means the Global Note in the form of Exhibit A hereto
bearing the Global Note Legend and the Private Placement Legend and that has the
"Schedule of Exchange of Interests in the Global Note" attached thereto and
deposited with and registered in the name of the Depositary or its nominee that
will be issued in a denomination equal to the outstanding principal amount of
the Notes transferred to Institutional Accredited Investors in accordance with
2.06(b)(iii)(C) or 2.06(d)(i)(D), subject to adjustment as provided in Section
2.06 hereof.

     "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent, in respect of:

          (i) borrowed money;

          (ii) evidenced by bonds, notes, debentures or similar instruments or
     letters of credit (or reimbursement agreements in respect thereof), other
     than standby letters of credit and performance bonds issued by such Person
     in the ordinary course of business, to the extent not drawn;

          (iii) banker's acceptances;

          (iv) representing Capital Lease Obligations;

          (v) all Attributable Debt of such Person in respect of any sale and
     lease-back transactions not involving a Capital Lease Obligation;

          (vi) the balance deferred and unpaid of the purchase price of any
     property, except any such balance that constitutes an accrued expense or
     trade payable incurred in the ordinary course of business;

          (vii) representing Disqualified Equity; or

          (viii) representing any Hedging Obligations other than to (in the
     ordinary course of business and consistent with prior practice) hedge risk
     exposure in the operations, ownership of assets or the management of
     liabilities of such Person and its Restricted Subsidiaries;

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the guarantee
by such Person of any indebtedness of any other Person, provided that a
guarantee otherwise



                                       12



<PAGE>



permitted by this Indenture to be incurred by the Partnership or any of its
Restricted Subsidiaries of Indebtedness incurred by the Partnership or a
Restricted Subsidiary in compliance with the terms of this Indenture shall not
constitute a separate incurrence of Indebtedness.

     The amount of any Indebtedness outstanding as of any date shall be: (i) the
accreted value thereof, in the case of any Indebtedness issued with original
issue discount; and (ii) the principal amount thereof, together with any
interest thereon that is more than 30 days past due, in the case of any other
Indebtedness. For purposes of clause (vii) of this definition of Indebtedness,
Disqualified Equity shall be valued at the maximum fixed redemption, repayment
or repurchase price, which shall be calculated in accordance with the terms of
such Disqualified Equity as if such Disqualified Equity were repurchased on any
date on which Indebtedness shall be required to be determined pursuant to this
Indenture; provided, however, that if such this Disqualified Equity is not then
permitted by its terms to be redeemed, repaid or repurchased, the redemption,
repayment or repurchase price shall be the book value of such Disqualified
Equity. The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional Obligations as described
above and the maximum liability of any guarantees at such date; provided that
for purposes of calculating the amount of any non-interest bearing or other
discount security, such Indebtedness shall be deemed to be the principal amount
thereof that would be shown on the balance sheet of the issuer thereof dated
such date prepared in accordance with GAAP, but that such security shall be
deemed to have been incurred only on the date of the original issuance thereof.
The amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and the
maximum liability, upon the occurrence of the contingency giving rise to the
obligation, of any contingent obligations at such date.

     "Indenture" means this Indenture, as amended or supplemented from time to
time.

     "Indirect Participant" means a Person who holds a beneficial interest in a
Global Note through a Participant.

     "Initial Purchasers" means J.P. Morgan Securities Inc., Goldman, Sachs &
Co., UBS Warburg LLC and Wachovia Securities, Inc.

     "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) of the rules
and regulations promulgated under the Securities Act.

     "Interest Payment Date" means Stated Maturity of an installment of interest
on the Notes.

     "Investment Grade Rating" means a rating equal to or higher than Baa3 (or
the equivalent) by Moody's or BBB- (or the equivalent) by S&P.

     "Investments" means, with respect to any Person, all investments by such
Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including guarantees of Indebtedness or other obligations),
advances (other than advances to customers in the ordinary course of business
that are recorded as accounts receivable on the balance sheet of the lender and
commission, moving, travel and similar advances to officers and employees made



                                       13



<PAGE>



in the ordinary course of business) or capital contributions, purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. For purposes of
the definition of "Unrestricted Subsidiary," the definition of "Restricted
Payment" and the covenant in Section 4.08, (i) the term "Investment" shall
include the portion (proportionate to the Partnership's Equity Interest in such
Subsidiary) of the fair market value of the net assets of any Subsidiary of the
Partnership or any of its Restricted Subsidiaries at the time that such
Subsidiary is designated an Unrestricted Subsidiary; provided, however, that
upon a redesignation of such Subsidiary as a Restricted Subsidiary, the
Partnership or such Restricted Subsidiary shall be deemed to continue to have a
permanent "Investment" in such Subsidiary at the time of such redesignation
equal to the amount thereof as determined immediately prior to redesignation
less the portion (proportionate to the Partnership's or such Restricted
Subsidiary's Equity Interest in such Subsidiary) of the fair market value of the
net assets of such Subsidiary at the time of such redesignation, and (ii) any
property transferred to or from an Unrestricted Subsidiary shall be valued at
its fair market value at the time of such transfer, in each case as determined
in good faith by the Board of Directors of the General Partner. If the
Partnership or any Restricted Subsidiary of the Partnership sells or otherwise
disposes of any Equity Interests of any direct or indirect Restricted Subsidiary
of the Partnership such that, after giving effect to any such sale or
disposition, such Person is no longer a Restricted Subsidiary of the
Partnership, the Partnership shall be deemed to have made an Investment on the
date of any such sale or disposition equal to the fair market value of the
Equity Interests of such Restricted Subsidiary not sold or disposed of in an
amount determined as provided in Section 4.08(b).

     "Issue Date" means March 24, 2003.

     "Issuers" means the Partnership and El Paso Finance, collectively; "Issuer"
means the Partnership or El Paso Finance.

     "Joint Venture" shall have the meaning assigned to such term in the
definition of "Permitted Business Investments" set forth in this Section 1.01.
The term "Joint Venture" shall initially include Atlantis Offshore, L.L.C.,
Copper Eagle Gas Storage, L.L.C., Coyote Gas Treating, L.L.C., Poseidon Oil
Pipeline Company, L.L.C. and Deepwater Gateway, L.L.C. and its Subsidiaries.

     "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of Houston, Texas or New York, New York or at a place
of payment are authorized by law, regulation or executive order to remain
closed. If a payment date is a Legal Holiday at a place of payment, payment may
be made at that place on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period.

     "Letter of Transmittal" means the letter of transmittal to be prepared by
the Issuers and sent to all Holders of the Series A Notes for use by such
Holders in connection with the Exchange Offer.

     "Lien" means, with respect to any asset, any mortgage, lien (statutory or
otherwise), pledge, charge, security interest, hypothecation, assignment for
security, claim, preference, priority or encumbrance of any kind in respect of
such asset, whether or not filed,



                                       14



<PAGE>



recorded or otherwise perfected under applicable law, including any conditional
sale or other title retention agreement or any lease in the nature thereof, any
option or other agreement to grant a security interest in and any filing of or
agreement to give any financing statement under the Uniform Commercial Code (or
equivalent statute) of any jurisdiction.

     "Liquidated Damages" means all liquidated damages then owing pursuant to
Section 5 of the Registration Rights Agreement.

     "Management Agreement" means the General and Administrative Services
Agreement, dated as of April 8, 2002, by and among DeepTech International, Inc.,
a Delaware corporation, El Paso Field Services, L.P., a Delaware limited
partnership, and the General Partner, as amended and in effect on the Issue
Date.

     "Moody's" means Moody's Investors Service, Inc. or any successor to the
rating agency business thereof.

     "Net Income" means, with respect to any Person, the consolidated net income
(loss) of such Person and its Restricted Subsidiaries, determined in accordance
with GAAP and before any reduction in respect of preferred stock dividends,
excluding, however: (i) the aggregate gain (but not loss in excess of such
aggregate gain), together with any related provision for taxes on such gain,
realized in connection with (a) any Asset Sale or (b) the disposition of any
securities by such Person or any of its Restricted Subsidiaries or the
extinguishment of any Indebtedness of such Person or any of its Restricted
Subsidiaries; and (ii) the aggregate extraordinary gain (but not loss in excess
of such extraordinary gain), together with any related provision for taxes on
such extraordinary gain (but not loss in excess of such aggregate extraordinary
gain).

     "Net Proceeds" means, with respect to any Asset Sale or sale of Equity
Interests, the aggregate proceeds received by the Partnership or any of its
Restricted Subsidiaries in cash or Cash Equivalents in respect of any Asset Sale
or sale of Equity Interests (including, without limitation, any cash received
upon the sale or other disposition of any non-cash consideration received in any
such sale), net of (without duplication): (i) the direct costs relating to such
Asset Sale or sale of Equity Interests, including, without limitation, brokerage
commissions and legal, accounting and investment banking fees, sales
commissions, recording fees, title transfer fees and any relocation expenses
incurred as a result thereof, (ii) taxes paid or payable as a result thereof, in
each case after taking into account any available tax credits or deductions and
any tax sharing arrangements and amounts required to be applied to the repayment
of Indebtedness secured by a Lien on the asset or assets that were the subject
of such Asset Sale or sale of Equity Interests, (iii) all distributions and
payments required to be made to minority interest holders in Restricted
Subsidiaries as a result of such Asset Sale and (iv) any amounts to be set aside
in any reserve established in accordance with GAAP or any amount placed in
escrow, in either case for adjustment in respect of the sale price of such asset
or Equity Interests or for liabilities associated with such Asset Sale or sale
of Equity Interests and retained by the Partnership or any of its Restricted
Subsidiaries until such time as such reserve is reversed or such escrow
arrangement is terminated, in which case Net Proceeds shall include only the
amount of the reserve so reserved or the amount returned from such escrow
arrangement to the Partnership or its Restricted Subsidiaries, as the case may
be.



                                       15



<PAGE>



     "Non-Recourse Debt" means Indebtedness as to which:

          (i) neither the Partnership nor any of its Restricted Subsidiaries (a)
     provides credit support of any kind (including any undertaking, agreement
     or instrument that would constitute Indebtedness), (b) is directly or
     indirectly liable as a guarantor or otherwise, or (c) constitutes the
     lender of such Indebtedness;

          (ii) no default with respect to which (including any rights that the
     holders thereof may have to take enforcement action against an Unrestricted
     Subsidiary) would permit upon notice, lapse of time or both any holder of
     any other Indebtedness (other than the Notes) of the Partnership or any of
     its Restricted Subsidiaries to declare a default on such other Indebtedness
     or cause the payment thereof to be accelerated or payable prior to its
     stated maturity; and

          (iii) the lenders have been notified in writing that they will not
     have any recourse to the stock or assets of the Partnership or any of its
     Restricted Subsidiaries, provided that in no event shall Indebtedness of
     any Person which is not a Restricted Subsidiary fail to be Non-Recourse
     Debt solely as a result of any default provisions contained in a guarantee
     thereof by the Partnership or any of its Restricted Subsidiaries provided
     that the Partnership or such Restricted Subsidiary was otherwise permitted
     to incur such guarantee pursuant to this Indenture.

     "Non-U.S. Person" means a person who is not a U.S. Person.

     "Note Custodian" means the Trustee, as custodian with respect to the Notes
in global form, or any successor entity thereto.

     "Notes" has the meaning assigned to it in the preamble to this Indenture.

     "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursement obligations, damages and other liabilities
payable under the documentation governing any Indebtedness.

     "Offering" means the offering of the Series A Notes by the Issuers.

     "Officer" means, with respect to any Person, the Chairman of the Board, the
Chief Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer, the Chief Accounting Officer, the Treasurer, any Assistant
Treasurer, the Controller, the Secretary or any Vice-President of such Person
(or, with respect to the Partnership, so long as it remains a partnership, the
General Partner).

     "Officers' Certificate" means a certificate signed on behalf of the
Partnership by an Officer of the Partnership or an Officer of the General
Partner, El Paso Finance or any Subsidiary Guarantor, as the case may be, one of
whom must be the principal executive officer, the principal financial officer or
the principal accounting officer of such Person, that meets the requirements of
Section 13.05 hereof.


                                       16



<PAGE>



     "Opinion of Counsel" means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Section 13.05 hereof.
The counsel may be an employee of or counsel to the Partnership, El Paso Finance
or the General Partner (or any Subsidiary Guarantor, if applicable), any
Subsidiary of the Partnership or the Trustee.

     "Participant" means, with respect to DTC, Euroclear or Clearstream, a
Person who has an account with DTC, Euroclear or Clearstream, respectively (and,
with respect to DTC, shall include Euroclear and Clearstream).

     "Partnership" means the Person named as such in the preamble of this
Indenture unless and until a successor replaces it pursuant to the applicable
provisions of this Indenture and thereafter means such successor.

     "Partnership Agreement" means the Second Amended and Restated Agreement of
Limited Partnership of the Partnership, amended and restated effective as of
August 31, 2000, as such may be amended, modified or supplemented from time to
time.

     "Partnership Credit Facility" means (i) the Sixth Amended and Restated
Credit Agreement dated as of March 23, 1995, as amended and restated through
October 10, 2002, among the Partnership, El Paso Finance and the lenders from
time to time party thereto, Credit Lyonnais, New York Branch and Wachovia Bank,
National Association, as co-syndication agents, Fleet National Bank and Fortis
Capital Corp., as co-documentation agents, and JPMorgan Chase Bank, as
administrative agent, including any deferrals, renewals, extensions,
replacements, refinancings or refundings thereof, and any amendments,
modifications or supplements thereto and any agreement providing therefor
(including any restatement thereof and any increases in the amount of
commitments thereunder), whether by or with the same or any other lenders,
creditors, group of lenders or group of creditors and including related notes,
guarantees, collateral security documents and other instruments and agreements
executed in connection therewith and (ii) the Amended and Restated Credit
Agreement, dated as of October 10, 2002, among EPN Holding Company, L.P., the
lenders from time to time party thereto, Bank One Capital Markets, Inc. and
Wachovia Bank, National Association, as co-syndication agents, Fleet National
Bank and Fortis Capital Corp., as co-documentation agents, and JPMorgan Chase
Bank, as administrative agent, including any deferrals, renewals, extensions,
replacements, refinancings or refundings thereof, and any amendments,
modifications or supplements thereto and any agreement providing therefor
(including any restatement thereof and any increases in the amount of
commitments thereunder), whether by or with the same or any lenders, creditors,
group of lenders or group of creditors and including related notes, guarantees,
collateral security documents and other instruments and agreements executed in
connection therewith, and (iii) the Senior Secured Acquisition Term Loan Credit
Agreement, dated as of November 27, 2002, among the Partnership, El Paso
Finance, the lenders from time to time party thereto and JPMorgan Chase Bank, as
administrative agent, UBS Warburg LLC and Wachovia Bank, National Association,
as co-syndication agents, and Goldman Sachs Credit Partners L.P. as
documentation agent.



                                       17



<PAGE>



     "Permitted Business" means:

          (i) gathering, transporting (by barge, pipeline, ship, truck or other
     modes of hydrocarbon transportation), terminalling, storing, producing,
     acquiring, developing, exploring for, processing, dehydrating and otherwise
     handling hydrocarbons, including, without limitation, constructing
     pipeline, platform, dehydration, processing and other energy-related
     facilities, and activities or services reasonably related or ancillary
     thereto,

          (ii) any business that generates gross income that constitutes
     "qualifying income" under Section 7704(d) of the Internal Revenue Code of
     1986, as amended, other than any business that generates any gross income
     arising from the refining of a natural resource, and

          (iii) any other business that does not constitute a reportable segment
     (as determined in accordance with GAAP) for the Partnership's annual
     audited consolidated financial statements.

     "Permitted Business Investments" means Investments by the Partnership or
any of its Restricted Subsidiaries in any Unrestricted Subsidiary of the
Partnership or in any Person that does not constitute a direct or indirect
Subsidiary of the Partnership (a "Joint Venture"), provided that (i) either (a)
at the time of such Investment and immediately thereafter, the Partnership could
incur $1.00 of additional Indebtedness under Section 4.09(a) or (b) such
investment is made with the proceeds of Incremental Funds; (ii) if such
Unrestricted Subsidiary or Joint Venture has outstanding Indebtedness at the
time of such Investment, either (a) all such Indebtedness is Non-Recourse Debt
with respect to the Partnership and its Restricted Subsidiaries or (b) any such
Indebtedness of such Unrestricted Subsidiary or Joint Venture that is recourse
to the Partnership or any of its Restricted Subsidiaries (which shall include
all Indebtedness of such Unrestricted Subsidiary or Joint Venture for which the
Partnership or any of its Restricted Subsidiaries may be directly or indirectly,
contingently or otherwise, obligated to pay, whether pursuant to the terms of
such Indebtedness, by law or pursuant to any guaranty or "claw-back,"
"make-well" or "keep-well" arrangement) could, at the time such Investment is
made and, if later, at the time any such Indebtedness is incurred, be incurred
by the Partnership and its Restricted Subsidiaries in accordance with the
limitation on indebtedness set forth in Section 4.09(a); and (iii) such
Unrestricted Subsidiary's or Joint Venture's activities are not outside the
scope of the Permitted Business.

     "Permitted Investments" means:

          (i) any Investment in, or that results in the creation of, a
     Restricted Subsidiary of the Partnership;

          (ii) any Investment in the Partnership or in a Restricted Subsidiary
     of the Partnership (excluding redemptions, purchases, acquisitions or other
     retirements of Equity Interests in the Partnership);

          (iii) any Investment in cash or Cash Equivalents;



                                       18



<PAGE>



          (iv) any Investment by the Partnership or any Restricted Subsidiary of
     the Partnership in a Person if as a result of such Investment: (a) such
     Person becomes a Restricted Subsidiary of the Partnership; or (b) such
     Person is merged, consolidated or amalgamated with or into, or transfers or
     conveys substantially all of its assets to, or is liquidated into, the
     Partnership or a Restricted Subsidiary of the Partnership;

          (v) any Investment made as a result of the receipt of consideration
     consisting of other than cash or Cash Equivalents from an Asset Sale that
     was made pursuant to and in compliance with Section 4.07;

          (vi) any acquisition of assets solely in exchange for the issuance of
     Equity Interests (other than Disqualified Equity) of the Partnership;

          (vii) payroll advances arising in the ordinary course of business and
     other advances and loans to officers and employees of the Partnership or
     any of its Restricted Subsidiaries, so long as the aggregate principal
     amount of such advances and loans does not exceed $1.0 million at any one
     time outstanding;

          (viii) Investments in stock, obligations or securities received in
     settlement of debts owing to the Partnership or any of its Restricted
     Subsidiaries as a result of bankruptcy or insolvency proceedings or upon
     the foreclosure, perfection or enforcement or any Lien in favor of the
     Partnership or any such Restricted Subsidiary, in each case as to debt
     owing to the Partnership or any such Restricted Subsidiary that arose in
     the ordinary course of business of the Partnership or any such Restricted
     Subsidiary;

          (ix) any Investment in Hedging Obligations;

          (x) any Investments in prepaid expenses, negotiable instruments held
     for collection and lease, utility, workers' compensation and performance
     and other similar deposits and prepaid expenses made in the ordinary course
     of business;

          (xi) any Investments required to be made pursuant to any agreement or
     obligation of the Partnership or any Restricted Subsidiary in effect on the
     Issue Date; and

          (xii) other Investments in any Person engaged in a Permitted Business
     (other than an Investment in an Unrestricted Subsidiary) having an
     aggregate fair market value (measured on the date each such Investment was
     made and without giving effect to subsequent changes in value), when taken
     together with all other Investments made pursuant to this clause (xii)
     since the Issue Date and existing at the time the Investment, which is the
     subject of the determination, was made, not to exceed $5.0 million.

     "Permitted Junior Securities" means (i) nonmandatorily redeemable Equity
Interests in the Partnership or any Subsidiary Guarantor, as reorganized or
adjusted, or (ii) debt


                                       19



<PAGE>



securities of the Partnership or any Subsidiary Guarantor as reorganized or
readjusted that are subordinated to all Senior Debt and Guarantor Senior Debt
and any debt securities issued in exchange for Senior Debt and Guarantor Senior
Debt to substantially the same extent as, or to a greater extent than, the Notes
and the Guarantees are subordinated to Senior Debt and Guarantor Senior Debt
pursuant to Article 10 and Article 11 of this Indenture, provided that the
rights of the holders of Senior Debt and Guarantor Senior Debt under the
Partnership Credit Facility are not altered or impaired by such reorganization
or readjustment.

     "Permitted Liens" means,

          (i) Liens on the assets of the Partnership and any Subsidiary securing
     Senior Debt and Guarantor Senior Debt;

          (ii) Liens in favor of the Partnership or any of its Restricted
     Subsidiaries;

          (iii) Liens on property of a Person existing at the time such Person
     is merged with or into or consolidated with the Partnership or any
     Restricted Subsidiary of the Partnership, provided that such Liens were in
     existence prior to the contemplation of such merger or consolidation and do
     not extend to any assets other than those of the Person merged into or
     consolidated with the Partnership or such Restricted Subsidiary;

          (iv) Liens on property existing at the time of acquisition thereof by
     the Partnership or any Restricted Subsidiary of the Partnership, provided
     that such Liens were in existence prior to the contemplation of such
     acquisition and relate solely to such property, accessions thereto and the
     proceeds thereof;

          (v) Liens to secure the performance of tenders, bids, leases,
     statutory obligations, surety or appeal bonds, government contracts,
     performance bonds or other obligations of a like nature incurred in the
     ordinary course of business;

          (vi) Liens on any property or asset acquired, constructed or improved
     by the Partnership or any Restricted Subsidiary (a "Purchase Money Lien"),
     which (A) are in favor of the seller of such property or assets, in favor
     of the Person constructing or improving such asset or property, or in favor
     of the Person that provided the funding for the acquisition, construction
     or improvement of such asset or property, (B) are created within 360 days
     after the date of acquisition, construction or improvement, (C) secure the
     purchase price or construction or improvement cost, as the case may be, of
     such asset or property in an amount up to 100% of the fair market value (as
     determined by the Board of Directors of the General Partner) of such
     acquisition, construction or improvement of such asset or property, and (D)
     are limited to the asset or property so acquired, constructed or improved
     (including proceeds thereof and accretions and upgrades thereof);

          (vii) Liens on assets of a Subsidiary Guarantor to secure Guarantor
     Senior Debt of such a Subsidiary Guarantor that, at the time of such
     incurrence, was permitted by this Indenture to be incurred;



                                       20



<PAGE>



          (viii) Liens for taxes, assessments or governmental charges or claims
     that are not yet delinquent or that are being contested in good faith by
     appropriate proceedings promptly instituted and diligently concluded,
     provided that any reserve or other appropriate provision as shall be
     required in conformity with GAAP shall have been made therefor;

          (ix) Liens incurred or deposits made in the ordinary course of
     business in connection with workers' compensation, unemployment insurance
     and other types of social security, old age pension or public liability
     obligations;

          (x) easements, rights-of-way, restrictions, minor defects and
     irregularities in title and other similar charges or encumbrances not
     interfering in any material respect with the business of the Partnership or
     its Restricted Subsidiaries;

          (xi) Liens securing reimbursement obligations of the Partnership or a
     Restricted Subsidiary with respect to letters of credit encumbering only
     documents and other property relating to such letters of credit and the
     products and proceeds thereof;

          (xii) judgment and attachment Liens not giving rise to a Default or
     Event of Default;

          (xiii) Liens encumbering deposits made to secure obligations arising
     from statutory, regulatory, contractual or warranty requirements of the
     Partnership and its Restricted Subsidiaries;

          (xiv) liens arising out of consignment or similar arrangements for the
     sale of goods;

          (xv) any interest or title of a lessor in property subject to any
     Capital Lease Obligation;

          (xvi) statutory Liens of landlords and Liens of carriers,
     warehousemen, mechanics, suppliers, materialmen and repairmen and other
     like Liens (including contractual landlord's Liens) arising in the ordinary
     course of business and with respect to amounts not yet delinquent or being
     contested in good faith by appropriate proceedings, if a reserve or other
     appropriate provision, if any, as shall be required by GAAP shall have been
     made therefor;

          (xvii) Liens upon specific items of inventory or other goods and
     proceeds of any Person securing such Person's obligations in respect of
     bankers' acceptances issued or created for the account of such Person to
     facilitate the purchase, shipment, or storage of such inventory or other
     goods;

          (xviii) Liens to secure the performance of Hedging Obligations of the
     Partnership or any Restricted Subsidiary;



                                       21



<PAGE>



          (xix) Liens on pipelines or pipeline facilities that arise by
     operation of law;

          (xx) Liens arising under operating agreements, joint venture
     agreements, partnership agreements, oil and gas leases, farmout agreements,
     division orders, contracts for sale, transportation or exchange of oil and
     natural gas, unitization and pooling declarations and agreements, area of
     mutual interest agreements and other agreements arising in the ordinary
     course of the Partnership's or any Restricted Subsidiary's business that
     are customary in the Permitted Businesses;

          (xxi) Liens securing the Obligations of the Issuers under the Notes
     and this Indenture and of the Subsidiary Guarantors under the Guarantees;

          (xxii) Liens in favor of collecting or payor banks having a right of
     setoff, revocation, refund or chargeback with respect to money or
     instruments of the Partnership or any of its Restricted Subsidiaries on
     deposit with or in possession of such bank;

          (xxiii) Liens on and pledges of the Equity Interests of an
     Unrestricted Subsidiary or any Joint Venture owned by the Partnership or
     any Restricted Subsidiary to the extent securing Non- Recourse Debt or
     Indebtedness incurred pursuant to Section 4.09(a);

          (xxiv) Liens existing on the Issue Date and Liens on any extensions,
     refinancing, renewal, replacement or defeasance of any Indebtedness or
     other obligation secured thereby;

          (xxv) Liens arising from protective filings made in the appropriate
     office(s) for the filing of a financing statement in the applicable
     jurisdiction(s) in connection with any lease, consignment or similar
     transaction otherwise permitted hereby, which filings are made for the
     purpose of perfecting the interest of the secured party in the relevant
     items, if the transaction were subsequently classified as a sale and
     secured lending arrangement;

          (xxvi) Liens securing any Indebtedness, which Indebtedness includes a
     covenant that limits Liens in a manner substantially similar to Section
     4.11; and

          (xxvii) in addition to Liens permitted by clauses (i) through (xxvi)
     above, Liens that are incurred in the ordinary course of business of the
     Partnership or any Restricted Subsidiary of the Partnership with respect to
     obligations that do not exceed $10.0 million at any one time outstanding.

     "Permitted Refinancing Indebtedness" means any Indebtedness of the
Partnership or any of its Restricted Subsidiaries issued in exchange for, or the
net proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Partnership or any of its Restricted
Subsidiaries (other than intercompany Indebtedness); provided that: (i) the
principal amount (or accreted value, if applicable) of such Permitted
Refinancing Indebtedness


                                       22



<PAGE>



does not exceed the principal amount of (or accreted value, if applicable), plus
accrued interest on the Indebtedness so extended, refinanced, renewed, replaced,
defeased or refunded (plus the amount of necessary fees and expenses incurred in
connection therewith and any premiums paid on the Indebtedness so extended,
refinanced, renewed, replaced, defeased or refunded); (ii) such Permitted
Refinancing Indebtedness has a final maturity date no earlier than the final
maturity date of, and has a Weighted Average Life to Maturity equal to or
greater than the Weighted Average Life to Maturity of, the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded; (iii) if the
Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded
is subordinated in right of payment to the Notes or the Guarantees, such
Permitted Refinancing Indebtedness has a final maturity date later than the
final maturity date of, and is subordinated in right of payment to, the Notes or
the Guarantees, as the case may be, on terms at least as favorable to the
Holders of Notes as those contained in the documentation governing the
Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded; and (iv) such Indebtedness is incurred either by the Partnership or by
the Restricted Subsidiary who is the obligor on the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded.

     "Person" means any individual, corporation, partnership (general or
limited), limited liability company, joint venture, association, joint-stock
company, trust, unincorporated organization or government or agency or political
subdivision thereof or other entity.

     "Private Placement Legend" means the legend set forth in Section 2.06(g)(i)
to be placed on all Notes issued under this Indenture except where otherwise
permitted by the provisions of this Indenture.

     "QIB" means a "qualified institutional buyer" as defined in Rule 144A of
the rules and regulations promulgated by the SEC under the Securities Act.

     "Rating Agency" means each of S&P and Moody's, or if S&P or Moody's or both
shall not make a rating on the notes publicly available, a nationally recognized
statistical rating agency or agencies, as the case may be, selected by the
Issuers (as certified by a resolution of the Boards of Directors of the Issuers)
which shall be substituted for S&P or Moody's, or both, as the case may be.

     "Registrable Securities" has the meaning set forth in the Registration
Rights Agreement.

     "Registration Rights Agreement" means (i) that certain agreement among the
Issuers, the Subsidiary Guarantors and the Initial Purchasers requiring the
Issuers and the Subsidiary Guarantors to file the Exchange Offer Registration
Statement and the Shelf Registration Statement and (ii) any other registration
rights agreement relating to any additional Notes issued by the Issuers after
the Issue Date pursuant to Section 2.02.

     "Regulation S" means Regulation S promulgated by the SEC under the
Securities Act.

     "Regulation S Global Note" means a global Note in the form of Exhibit A
hereto bearing the Global Note Legend and the Private Placement Legend and that
has the "Schedule of



                                       23



<PAGE>



Exchange of Interests in the Global Note" attached thereto and deposited with or
on behalf of and registered in the name of the Depositary or its nominee, issued
in a denomination equal to the outstanding principal amount of the Notes
initially sold in reliance on Rule 903 of Regulation S, subject to adjustment as
provided in Section 2.06 hereof.

     "Representative" means this Indenture trustee or other trustee, agent or
representative for any Senior Debt.

     "Responsible Officer," when used with respect to the Trustee, means the
officer in the Institutional Trust Services department of the Trustee having
direct responsibility for administration of this Indenture.

     "Restricted Broker-Dealer" has the meaning set forth in the Registration
Rights Agreement.

     "Restricted Certificated Note" means a Certificated Note bearing the
Private Placement Legend.

     "Restricted Global Note" means a global Note bearing the Private Placement
Legend and that bears the Global Note Legend and that has the "Schedule of
Exchanges of Interests in the Global Note" attached thereto.

     "Restricted Investment" means an Investment other than a Permitted
Investment or a Permitted Business Investment.

     "Restricted Subsidiary" of a Person means any Subsidiary of the referenced
Person that is not an Unrestricted Subsidiary, provided that none of Atlantis
Offshore, L.L.C., Copper Eagle Gas Storage, L.L.C., Coyote Gas Treating, L.L.C.,
Deepwater Gateway, L.L.C. and Poseidon Oil Pipeline, L.L.C., as the case may be,
shall constitute a Restricted Subsidiary for purposes of this Indenture (even if
such Person is then a Subsidiary of the Partnership), until such time as the
Board of Directors of the General Partner designates Atlantis Offshore, L.L.C.,
Copper Eagle Gas Storage, L.L.C., Deepwater Gateway, L.L.C. and Poseidon Oil
Pipeline, L.L.C., as the case may be, as a Restricted Subsidiary in a manner
consistent with the designation of an Unrestricted Subsidiary as a Restricted
Subsidiary, as described in Section 4.15. Notwithstanding anything in this
Indenture to the contrary, El Paso Finance shall constitute a Restricted
Subsidiary of the Partnership.

     "Rule 144" means Rule 144 promulgated by the SEC under the Securities Act.

     "Rule 144A" means Rule 144A promulgated by the SEC under the Securities
Act.

     "Rule 903" means Rule 903 of Regulation S promulgated by the SEC under the
Securities Act.

     "Rule 904" means Rule 904 of Regulation S promulgated by the SEC under the
Securities Act.



                                       24



<PAGE>



     "S&P" means Standard & Poor's Ratings Group or any successor to the rating
agency business thereof.

     "SEC" means the Securities and Exchange Commission.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Senior Debt" means,

          (i) all Indebtedness outstanding under Credit Facilities and all
     Hedging Obligations with respect thereto,

          (ii) any other Indebtedness permitted to be incurred by the
     Partnership and the Restricted Subsidiaries under the terms of this
     Indenture, unless the instrument under which such Indebtedness is incurred
     expressly provides that it is on a parity with or subordinated in right of
     payment to the Notes or the Guarantees, as applicable; and

          (iii) all Obligations with respect to the items listed in the
     preceding clauses (i) and (ii).

     Notwithstanding anything to the contrary in the preceding, Senior Debt will
not include:

          (a) Indebtedness evidenced by the Notes or the Guarantees;

          (b) Indebtedness that is expressly subordinate or junior in right of
     payment to any other indebtedness of the Partnership, El Paso Finance or
     any Subsidiary Guarantor;

          (c) any liability for federal, state, local or other taxes owed or
     owing by the Partnership or any Restricted Subsidiary of the Partnership;

          (d) any Indebtedness of the Partnership or any of its Subsidiaries to
     any of its Subsidiaries or other Affiliates;

          (e) any trade payables; or

          (f) any Indebtedness that is incurred in violation of this Indenture.

     "Series A Notes" has the meaning set forth in the preamble of this
Indenture.

     "Shelf Registration Statement" means that certain shelf registration
statement filed by the Issuers and the Subsidiary Guarantors in accordance with
the Registration Rights Agreement with the SEC to register resales of the Notes
or the Exchange Notes.

     "Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act and the Exchange Act, as such Regulation is in
effect on the date hereof.




                                       25



<PAGE>



     "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

     "Subsidiary" means, with respect to any Person: (i) any corporation,
association or other business entity of which more than 50% of the total Voting
Stock is at the time owned or controlled, directly or indirectly, by such Person
or one or more of the other Subsidiaries of that Person (or a combination
thereof); and (ii) any partnership (whether general or limited), limited
liability company or joint venture (a) the sole general partner or the managing
general partner or managing member of which is such Person or a Subsidiary of
such Person or (b) if there are more than a single general partner or member
either (i) the only general partners or managing members of such Person are such
Person or of one or more Subsidiaries of such Person (or any combination
thereof) or (ii) such Person owns or controls, directly or indirectly, a
majority of the outstanding general partner interests, member interests or other
Voting Stock of such partnership, limited liability company or joint venture,
respectively.

     "Subsidiary Guarantors" means each of: (i) the entities listed on Schedule
A hereto; and (ii) any other Restricted Subsidiary of the Partnership that
executes a Guarantee in accordance with the provisions of Section 4.14 and
Article 11 of this Indenture; and (iii) their respective successors and assigns.
Notwithstanding anything in this Indenture to the contrary, El Paso Finance
shall not be a Subsidiary Guarantor.

     "Tax Payment" means any payment of foreign, federal, state or local tax
liabilities.

     "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA, except as provided in Section 9.03 hereof.

     "Trustee" means the party named as such above until a successor replaces it
in accordance with the applicable provisions of this Indenture and thereafter
means the successor serving hereunder.

     "Unrestricted Certificated Note" means one or more Certificated Notes that
do not bear and are not required to bear the Private Placement Legend.

     "Unrestricted Global Note" means a permanent global Note in the form of
Exhibit A attached hereto that bears the Global Note Legend and that has the
"Schedule of Exchanges of Interests in the Global Note" attached thereto, and
that is deposited with or on behalf of and registered in the name of the
Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

     "Unrestricted Subsidiary" means any Subsidiary of the Partnership (other
than El Paso Finance) that is designated by the Board of Directors of the
General Partner as an Unrestricted Subsidiary pursuant to a Board Resolution,
provided that, at the time of such designation, (i) no portion of the
Indebtedness or other obligation of such Subsidiary (whether



                                       26



<PAGE>



contingent or otherwise and whether pursuant to the terms of such Indebtedness
or the terms governing the organization of such Subsidiary or by law (A) is
guaranteed by the Partnership or any Restricted Subsidiary of the Partnership,
(B) is recourse to or obligates the Partnership or any Restricted Subsidiary of
the Partnership in any way (including any "claw-back," "keep-well," "make- well"
or other agreements, arrangements or understandings to maintain the financial
performance or results of operations of such Subsidiary or to otherwise infuse
or contribute cash to such Subsidiary), or (C) subjects any property or assets
of the Partnership or any Restricted Subsidiary, directly or indirectly,
contingently or otherwise, to the satisfaction of such Indebtedness, unless such
Investment or Indebtedness is permitted by Section 4.08 or Section 4.09, (ii) no
Equity Interests of a Restricted Subsidiary are held by such Subsidiary,
directly or indirectly, and (iii) the amount of the Partnership's Investment, as
determined at the time of such designation, in such Subsidiary since the Issue
Date to the date of designation is treated as of the date of such designation as
a Restricted Investment, Permitted Investment or Permitted Business Investment,
as applicable. EPN Arizona Gas, L.L.C., Arizona Gas Storage, L.L.C. and
Matagorda Island Area Gathering System are designated as Unrestricted
Subsidiaries. Notwithstanding anything in the Indenture to the contrary, El Paso
Finance shall not be, and shall not be designated as, an Unrestricted
Subsidiary.

     Any designation of a Subsidiary of the Partnership as an Unrestricted
Subsidiary shall be evidenced to the Trustee by filing with the Trustee a Board
Resolution giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the preceding conditions and was
permitted by Section 4.08. If, at any time, any Unrestricted Subsidiary would
fail to meet the preceding requirements as an Unrestricted Subsidiary, it shall
thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture
and any Indebtedness of such Subsidiary shall be deemed to be incurred by a
Restricted Subsidiary of the Partnership as of such date and, if such
Indebtedness is not permitted to be incurred as of such date under Section 4.09,
the Partnership shall be in default of such covenant. The Board of Directors of
the General Partner may at any time designate any Unrestricted Subsidiary to be
a Restricted Subsidiary; provided that such designation shall be deemed to be an
incurrence of Indebtedness by a Restricted Subsidiary of the Partnership of any
outstanding Indebtedness of such Unrestricted Subsidiary and such designation
shall only be permitted if (1) such Indebtedness is permitted under the covenant
described under Section 4.09, calculated on a pro forma basis as if such
designation had occurred at the beginning of the four- quarter reference period;
and (2) no Default or Event of Default would be in existence following such
designation.

     "U.S. Government Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged; (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case under
clauses (i) or (ii) above, are not callable or redeemable at the option of the
issuers thereof; or (iii) depository receipts issued by a bank or trust company
as custodian with respect to any such U.S. Government Obligations or a specific
payment of interest on or principal of any such U.S. Government Obligation held
by such custodian for the account of the holder of a Depository receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such Depository
receipt from any amount


                                       27



<PAGE>



received by the custodian in respect of the U.S. Government Obligation evidenced
by such Depository receipt.

     "U.S. Person" means a U.S. person as defined in Rule 902(k) of Regulation S
promulgated by the SEC under the Securities Act.

     "Voting Stock" of any Person as of any date means the Equity Interests of
such Person pursuant to which the holders thereof have the general voting power
under ordinary circumstances to elect at least a majority of the board of
directors, managers, general partners or trustees of any Person (regardless of
whether, at the time, Equity Interests of any other class or classes shall have,
or might have, voting power by reason of the occurrence of any contingency) or,
with respect to a partnership (whether general or limited), any general partner
interest in such partnership.

     "Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing: (i) the sum of the
products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment; by (ii) the then outstanding principal
amount of such Indebtedness.

SECTION 1.02. OTHER DEFINITIONS.

<Table>
<Caption>
TERM                                                                        DEFINED IN SECTION
----                                                                        ------------------
<S>                                                                         <C>
"Affiliate Transaction" ...................................................    4.13
"Asset Sale Offer" ........................................................    3.09
"Calculation Date" ........................................................    1.01(definition of Fixed Charge Coverage Ratio)
"Change of Control Offer" .................................................    4.06
"Change of Control Payment" ...............................................    4.06
"Change of Control Payment Date" ..........................................    4.06
"Covenant Defeasance" .....................................................    8.03
"DTC" .....................................................................    2.03
"Event of Default" ........................................................    6.01
"Excess Proceeds" .........................................................    4.07(c)
"Incremental Funds" .......................................................    4.08(a)
"incur" ...................................................................    4.09
"Legal Defeasance" ........................................................    8.02
"Offer Amount" ............................................................    3.09
"Offer Period" ............................................................    3.09
"Paying Agent" ............................................................    2.03
"Payment Blockage Notice" .................................................   10.03
"Payment Default" .........................................................    6.01(e)
"Permitted Debt" ..........................................................    4.09(b)
"Purchase Date" ...........................................................    3.09
"Registrar" ...............................................................    2.03
"Reinstatement Date" ......................................................    4.20
"Restricted Payment" ......................................................    4.08
"Suspended Covenants" .....................................................    4.20
</Table>



                                       28



<PAGE>



SECTION 1.03. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

     Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

     The following TIA terms used in this Indenture have the following meanings:

     "indenture securities" means the Notes and the Guarantees;

     "indenture security Holder" means a Holder of a Note;

     "indenture to be qualified" means this Indenture;

     "indenture trustee" or "institutional trustee" means the Trustee;

     "obligor" on the Notes means the Partnership, El Paso Finance or any
Subsidiary Guarantor and any successor obligor upon the Notes.

     All other terms used in this Indenture that are defined by the TIA, defined
by TIA reference to another statute or defined by SEC rule under the TIA have
the meanings so assigned to them.

SECTION 1.04. RULES OF CONSTRUCTION.

     Unless the context otherwise requires:

          (i) a term has the meaning assigned to it;

          (ii) an accounting term not otherwise defined has the meaning assigned
     to it in accordance with GAAP;

          (iii) "or" is not exclusive;

          (iv) words in the singular include the plural, and in the plural
     include the singular;

          (v) provisions apply to successive events and transactions; and

          (vi) references to sections of or rules under the Securities Act shall
     be deemed to include substitute, replacement of successor sections or rules
     adopted by the SEC from time to time.



                                       29



<PAGE>



                                   ARTICLE 2
                                   THE NOTES

SECTION 2.01. FORM AND DATING.

     The Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A hereto. The notation on each Note
relating to the Guarantees shall be substantially in the form set forth on
Exhibit D, which is a part of this Indenture. The Notes may have notations,
legends or endorsements required by law, stock exchange rule or usage. Each Note
shall be dated the date of its authentication. The Notes shall be in
denominations of $1,000 and integral multiples thereof.

     The terms and provisions contained in the Notes (including the Guarantees)
shall constitute, and are hereby expressly made, a part of this Indenture and
the Partnership, El Paso Finance, the Subsidiary Guarantors, and the Trustee, by
their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby. However, to the extent any provision of
any Note conflicts with the express provisions of this Indenture, the provisions
of this Indenture shall govern and be controlling.

     Notes issued in global form shall be substantially in the form of Exhibit A
attached hereto (including the Global Note Legend and the "Schedule of Exchanges
in the Global Note" attached thereto). Notes issued in definitive form shall be
substantially in the form of Exhibit A attached hereto (but without the Global
Note Legend, the phrase identified in footnote 1 thereto and without the
"Schedule of Exchanges of Interests in the Global Note" attached thereto). Each
Global Note shall represent such of the outstanding Notes as shall be specified
therein and each shall provide that it shall represent the aggregate principal
amount of outstanding Notes from time to time endorsed thereon and that the
aggregate principal amount of outstanding Notes represented thereby may from
time to time be reduced or increased, as appropriate, to reflect exchanges and
redemptions. Any endorsement of a Global Note to reflect the amount of any
increase or decrease in the aggregate principal amount of outstanding Notes
represented thereby shall be made by the Trustee or the Note Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 2.06 hereof.

SECTION 2.02. EXECUTION AND AUTHENTICATION.

     One Officer of the Partnership and one Officer of El Paso Finance shall
sign the Notes for the Partnership and El Paso Finance, respectively, by manual
or facsimile signature. The seal of the Partnership and El Paso Finance shall be
reproduced on the Notes and may be in facsimile form.

     If an Officer whose signature is on a Note no longer holds that office at
the time a Note is authenticated, the Note shall nevertheless be valid.

     A Note shall not be valid until authenticated by the manual signature of
the Trustee. The signature shall be conclusive evidence that the Note has been
authenticated under this Indenture.



                                       30



<PAGE>



     The Trustee shall, upon a written order of the Partnership and El Paso
Finance signed by one Officer of the Partnership and one Officer of El Paso
Finance, authenticate (i) $300,000,000 aggregate principal amount of Notes, with
the Guarantees endorsed thereon, for original issue on the Issue Date and (ii)
any amount of additional Notes specified by the Issuers, in each case, upon a
written order of the Partnership and El Paso Finance signed by one Officer of
the Partnership and one Officer of El Paso Finance. Such order shall specify (a)
the amount of the Notes of each series to be authenticated and the date of
original issue thereof, and (b) whether the Notes are Series A Notes or Exchange
Notes. The aggregate principal amount of Notes of any series outstanding at any
time may not exceed the aggregate principal amount of Notes of such series
authorized for issuance by the Issuers pursuant to one or more written orders of
the Issuers, except as provided in Section 2.07 hereof. Subject to the
foregoing, the aggregate principal amount of Notes of any series that may be
issued under this Indenture shall not be limited.

     The Trustee may appoint an authenticating agent acceptable to the Issuers
to authenticate Notes. An authenticating agent may authenticate Notes whenever
the Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with Holders or an Affiliate of either of the
Issuers.

SECTION 2.03. REGISTRAR AND PAYING AGENT.

     The Partnership, El Paso Finance and the Subsidiary Guarantors shall
maintain an office or agency where Notes may be presented for registration of
transfer or for exchange ("Registrar") and an office or agency in the State of
New York where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Issuers may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Issuers may change any
Paying Agent or Registrar without notice to any Holder. The Issuers shall notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Issuers fail to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Partnership, El
Paso Finance or any of the Subsidiary Guarantors may act as Paying Agent or
Registrar.

     The Issuers initially appoint The Depository Trust Company ("DTC") to act
as Depositary with respect to the Global Notes.

     The Issuers initially appoint the Trustee to act as the Registrar and
Paying Agent and to act as Note Custodian with respect to the Global Notes.

SECTION 2.04. PAYING AGENT TO HOLD MONEY IN TRUST.

     The Issuers shall require each Paying Agent other than the Trustee to agree
in writing that the Paying Agent will hold in trust for the benefit of Holders
or the Trustee all money held by the Paying Agent for the payment of principal,
premium, if any, or interest or Liquidated Damages, if any, on the Notes, and
will notify the Trustee of any default by the


                                       31



<PAGE>



Partnership, El Paso Finance or the Subsidiary Guarantors in making any such
payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Issuers at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than an Issuer or a Subsidiary
Guarantor) shall have no further liability for the money. If an Issuer or a
Subsidiary Guarantor acts as Paying Agent, it shall segregate and hold in a
separate trust fund for the benefit of the Holders all money held by it as
Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the
Partnership or El Paso Finance, the Trustee shall serve as Paying Agent for the
Notes.

SECTION 2.05. HOLDER LISTS.

     The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Issuers shall furnish to the Trustee at least seven
Business Days before each Interest Payment Date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Issuers shall otherwise comply with TIA Section 312(a).

SECTION 2.06. TRANSFER AND EXCHANGE.

     (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes may be exchanged by
the Issuers for Certificated Notes if (i) the Issuers deliver to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Issuers within 90 days after the date of such notice from the Depositary, (ii)
the Issuers in their sole discretion determine that the Global Notes (in whole
but not in part) should be exchanged for Certificated Notes and deliver a
written notice to such effect to the Trustee; provided that in no event shall
the Regulation S Global Note be exchanged by the Issuers for Certificated Notes
prior to (x) the expiration of the Distribution Compliance Period and (y) the
receipt by the Registrar of any certificates required pursuant to Rule 903 under
the Securities Act, or (iii) if a Default or an Event of Default occurs and is
continuing. Whenever a Global Note is exchanged as a whole for one or more
Certificated Notes, it shall be surrendered by the Holder thereof to the Trustee
for cancellation. Whenever a Global Note is exchanged in part for one or more
Certificated Notes, it shall be surrendered by the Holder thereof to the Trustee
and the Trustee shall make the appropriate notations to the Schedule of
Exchanges of Interests in the Global Notes attached thereto pursuant to Section
2.01 hereof. All Certificated Notes issued in exchange for a Global Note or any
portion thereof shall be registered in such names, and delivered, as the
Depositary shall instruct the Trustee. Global Notes also may be exchanged or
replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof.
Every Note authenticated and delivered in exchange for, or in lieu of, a Global
Note or any portion thereof, pursuant to Section 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not be exchanged for



                                       32



<PAGE>



another Note other than as provided in this Section 2.06(a); however, beneficial
interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(b), (c) or (f) hereof.

     (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The
transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes shall be subject to restrictions on transfer comparable to those
set forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also shall require compliance with
either subparagraph (i) or (ii) below, as applicable, as well as one or more of
the other following subparagraphs as applicable:

          (i) Transfer of Beneficial Interests in the Same Global Note.
     Beneficial interests in any Restricted Global Note may be transferred to
     Persons who take delivery thereof in the form of a beneficial interest in
     the same Restricted Global Note in accordance with the transfer
     restrictions set forth in the Private Placement Legend; provided, however,
     that prior to the expiration of the Distribution Compliance Period
     transfers of beneficial interests in the Regulation S Global Note may not
     be made to a U.S. Person or for the account or benefit of a U.S. Person
     (other than an Initial Purchaser). Beneficial interests in any Unrestricted
     Global Note may be transferred only to Persons who take delivery thereof in
     the form of a beneficial interest in an Unrestricted Global Note. No
     written orders or instructions shall be required to be delivered to the
     Registrar to effect the transfers described in this Section 2.06(b)(i).

          (ii) All Other Transfers and Exchanges of Beneficial Interests in
     Global Notes. In connection with all transfers and exchanges of beneficial
     interests (other than a transfer of a beneficial interest in a Global Note
     to a Person who takes delivery thereof in the form of a beneficial interest
     in the same Global Note), the transferor of such beneficial interest must
     deliver to the Registrar either (A) (i) a written order from a Participant
     or an Indirect Participant given to the Depositary in accordance with the
     Applicable Procedures directing the Depositary to credit or cause to be
     credited a beneficial interest in another Global Note in an amount equal to
     the beneficial interest to be transferred or exchanged and (ii)
     instructions given in accordance with the Applicable Procedures containing
     information regarding the Participant account to be credited with such
     increase or (B) (i) a written order from a Participant or an Indirect
     Participant given to the Depositary in accordance with the Applicable
     Procedures directing the Depositary to cause to be issued a Certificated
     Note in an amount equal to the beneficial interest to be transferred or
     exchanged and (ii) instructions given by the Depositary to the Registrar
     containing information regarding the Person in whose name such Certificated
     Note shall be registered to effect the transfer or exchange referred to in
     (i) above; provided that in no event shall Certificated Notes be issued
     upon the transfer or exchange of beneficial interests in the Regulation S
     Global Note prior to (x) the expiration of the Distribution Compliance
     Period and (y) the receipt by the Registrar of any certificates required
     pursuant to Rule 903 under the Securities Act. Upon an Exchange Offer by
     the Issuers in accordance



                                       33



<PAGE>



     with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii)
     shall be deemed to have been satisfied upon receipt by the Registrar of the
     instructions contained in the Letter of Transmittal delivered by the Holder
     of such beneficial interests in the Restricted Global Notes. Upon
     satisfaction of all of the requirements for transfer or exchange of
     beneficial interests in Global Notes contained in this Indenture, the Notes
     and otherwise applicable under the Securities Act, the Trustee shall adjust
     the principal amount of the relevant Global Note(s) pursuant to Section
     2.06(h) hereof.

          (iii) Transfer of Beneficial Interests to Another Restricted Global
     Note. A beneficial interest in any Restricted Global Note may be
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in another Restricted Global Note if the transfer
     complies with the requirements of clause (ii) above and the Registrar
     receives the following:

               (A) if the transferee will take delivery in the form of a
          beneficial interest in the 144A Global Note, then the transferor must
          deliver a certificate in the form of Exhibit B hereto, including the
          certifications in item (1) thereof; (B) if the transferee will take
          delivery in the form of a beneficial interest in the Regulation S
          Global Note, then the transferor must deliver a certificate in the
          form of Exhibit B hereto, including the certifications in item (2)
          thereof; and

               (C) if the transferee will take delivery in the form of a
          beneficial interest in the IAI Global Note, then the transferor must
          deliver (x) a certificate in the form of Exhibit B hereto, including
          the certifications and certificates and Opinion of Counsel required by
          item (3)(c) thereof, if applicable.

          (iv) Transfer and Exchange of Beneficial Interests in a Restricted
     Global Note for Beneficial Interests in the Unrestricted Global Note. A
     beneficial interest in any Restricted Global Note may be exchanged by any
     holder thereof for a beneficial interest in an Unrestricted Global Note or
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in an Unrestricted Global Note if the exchange or
     transfer complies with the requirements of clause (ii) above and:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the holder of the beneficial interest to be transferred, in the
          case of an exchange, or the transferee, in the case of a transfer, is
          not (i) a broker-dealer, (ii) a Person participating in the
          distribution of the Exchange Notes or (iii) a Person who is an
          affiliate (as defined in Rule 144) of the Partnership;


                                       34



<PAGE>



               (B) any such transfer is effected pursuant to the Shelf
          Registration Statement in accordance with the Registration Rights
          Agreement;

               (C) any such transfer is effected by a Restricted Broker-Dealer
          pursuant to the Exchange Offer Registration Statement in accordance
          with the Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (i) if the holder of such beneficial interest in a
               Restricted Global Note proposes to exchange such beneficial
               interest for a beneficial interest in an Unrestricted Global
               Note, a certificate from such holder in the form of Exhibit C
               hereto, including the certifications in item (1)(a) thereof;

                    (ii) if the holder of such beneficial interest in a
               Restricted Global Note proposes to transfer such beneficial
               interest to a Person who shall take delivery thereof in the form
               of a beneficial interest in an Unrestricted Global Note, a
               certificate from such holder in the form of Exhibit B hereto,
               including the certifications in item (4) thereof; and

                    (iii) in each such case set forth in this subparagraph (D),
               an opinion of counsel in form reasonably acceptable to the
               Issuers to the effect that such exchange or transfer is in
               compliance with the Securities Act and that the restrictions on
               transfer contained herein and in the Private Placement Legend are
               not required in order to maintain compliance with the Securities
               Act.

     If any such transfer is effected pursuant to subparagraph (B) or (D) above
at a time when an Unrestricted Global Note has not yet been issued, the Issuers
shall issue and, upon receipt of an authentication order in accordance with
Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted
Global Notes (accompanied by a notation of the Guarantees duly endorsed by the
Subsidiary Guarantors) in an aggregate principal amount equal to the principal
amount of beneficial interests transferred pursuant to subparagraph (B) or (D)
above.

     Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

     (c) Transfer or Exchange of Beneficial Interests for Certificated Notes.

          (i) If any holder of a beneficial interest in a Restricted Global Note
     proposes to exchange such beneficial interest for a Certificated Note or to
     transfer such beneficial interest to a Person who takes delivery thereof in
     the form of a Certificated Note, then, upon receipt by the Registrar of the
     following documentation:



                                       35



<PAGE>



               (A) if the holder of such beneficial interest in a Restricted
          Global Note proposes to exchange such beneficial interest for a
          Restricted Certificated Note, a certificate from such holder in the
          form of Exhibit C hereto, including the certifications in item (2)(a)
          thereof;

               (B) if such beneficial interest is being transferred to a QIB in
          accordance with Rule 144A under the Securities Act, a certificate to
          the effect set forth in Exhibit B hereto, including the certifications
          in item (1) thereof;

               (C) if such beneficial interest is being transferred to a
          Non-U.S. Person in an offshore transaction in accordance with Rule 903
          or Rule 904 under the Securities Act, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (2)
          thereof;

               (D) if such beneficial interest is being transferred pursuant to
          an exemption from the registration requirements of the Securities Act
          in accordance with Rule 144 under the Securities Act, a certificate to
          the effect set forth in Exhibit B hereto, including the certifications
          in item (3)(a) thereof;

               (E) if such beneficial interest is being transferred to an
          Institutional Accredited Investor in reliance on an exemption from the
          registration requirements of the Securities Act other than those
          listed in subparagraphs (B) through (D) above, a certificate to the
          effect set forth in Exhibit B hereto, including the certifications,
          certificates and Opinion of Counsel required by item (3)(c) thereof,
          if applicable; or

               (F) if such beneficial interest is being transferred to the
          Partnership, El Paso Finance or any Restricted Subsidiary of the
          Partnership, a certificate to the effect set forth in Exhibit B
          hereto, including the certifications in item (3)(b) thereof,

     the Trustee shall cause the aggregate principal amount of the applicable
     Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof,
     and the Issuers shall execute and the Trustee shall authenticate and
     deliver to the Person designated in the instructions a Certificated Note
     (accompanied by a notation of the Guarantees duly endorsed by the
     Subsidiary Guarantors) in the appropriate principal amount. Any
     Certificated Note issued in exchange for a beneficial interest in a
     Restricted Global Note pursuant to this Section 2.06(c) shall be registered
     in such name or names and in such authorized denomination or denominations
     as the holder of such beneficial interest shall instruct the Registrar
     through instructions from the Depositary and the Participant or Indirect
     Participant. The Trustee shall deliver such Certificated Notes to the
     Persons in whose names such Notes are so registered. Any Certificated Note
     issued in exchange for a beneficial interest in a Restricted Global Note
     pursuant to this


                                       36



<PAGE>



     Section 2.06(c)(i) shall bear the Private Placement Legend and shall be
     subject to all restrictions on transfer contained therein.

          (ii) Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a
     beneficial interest in the Regulation S Global Note may not be (A)
     exchanged for a Certificated Note prior to (x) the expiration of the
     Distribution Compliance Period and (y) the receipt by the Registrar of any
     certificates required pursuant to Rule 903 under the Securities Act or (B)
     transferred to a Person who takes delivery thereof in the form of a
     Certificated Note prior to the conditions set forth in clause (A) above or
     unless the transfer is pursuant to an exemption from the registration
     requirements of the Securities Act other than Rule 903 or Rule 904.

          (iii) Notwithstanding 2.06(c)(i) hereof, a holder of a beneficial
     interest in a Restricted Global Note may exchange such beneficial interest
     for an Unrestricted Certificated Note or may transfer such beneficial
     interest to a Person who takes delivery thereof in the form of an
     Unrestricted Certificated Note only if:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the holder of such beneficial interest, in the case of an
          exchange, or the transferee, in the case of a transfer, is not (i) a
          broker-dealer, (ii) a Person participating in the distribution of the
          Exchange Notes or (iii) a Person who is an affiliate (as defined in
          Rule 144) of the Partnership;

               (B) any such transfer is effected pursuant to the Shelf
          Registration Statement in accordance with the Registration Rights
          Agreement;

               (C) any such transfer is effected by a Restricted Broker-Dealer
          pursuant to the Exchange Offer Registration Statement in accordance
          with the Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (i) if the holder of such beneficial interest in a
               Restricted Global Note proposes to exchange such beneficial
               interest for a Certificated Note that does not bear the Private
               Placement Legend, a certificate from such holder in the form of
               Exhibit C hereto, including the certifications in item (1)(b)
               thereof;

                    (ii) if the holder of such beneficial interest in a
               Restricted Global Note proposes to transfer such beneficial
               interest to a Person who shall take delivery thereof in the form
               of a Certificated Note that does not bear the Private Placement
               Legend, a certificate from such holder in the form of Exhibit B
               hereto, including the certifications in item (4) thereof; and





                                       37



<PAGE>



                    (iii) in each such case set forth in this subparagraph (D),
               an opinion of counsel in form reasonably acceptable to the
               Issuers, to the effect that such exchange or transfer is in
               compliance with the Securities Act and that the restrictions on
               transfer contained herein and in the Private Placement Legend are
               not required in order to maintain compliance with the Securities
               Act.

          (iv) If any holder of a beneficial interest in an Unrestricted Global
     Note proposes to exchange such beneficial interest for a Certificated Note
     or to transfer such beneficial interest to a Person who takes delivery
     thereof in the form of a Certificated Note, then, upon satisfaction of the
     conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause
     the aggregate principal amount of the applicable Global Note to be reduced
     accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall
     execute and the Trustee shall authenticate and deliver to the Person
     designated in the instructions a Certificated Note (accompanied by a
     notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in
     the appropriate principal amount. Any Certificated Note issued in exchange
     for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be
     registered in such name or names and in such authorized denomination or
     denominations as the holder of such beneficial interest shall instruct the
     Registrar through instructions from the Depositary and the Participant or
     Indirect Participant. The Trustee shall deliver such Certificated Notes to
     the Persons in whose names such Notes are so registered. Any Certificated
     Note issued in exchange for a beneficial interest pursuant to this Section
     2.06(c)(iv) shall not bear the Private Placement Legend. A beneficial
     interest in an Unrestricted Global Note cannot be exchanged for a
     Certificated Note bearing the Private Placement Legend or transferred to a
     Person who takes delivery thereof in the form of a Certificated Note
     bearing the Private Placement Legend.

     (d) Transfer and Exchange of Certificated Notes for Beneficial Interests.

          (i) If any Holder of a Restricted Certificated Note proposes to
     exchange such Note for a beneficial interest in a Restricted Global Note or
     to transfer such Certificated Notes to a Person who takes delivery thereof
     in the form of a beneficial interest in a Restricted Global Note, then,
     upon receipt by the Registrar of the following documentation:

               (A) if the Holder of such Restricted Certificated Note proposes
          to exchange such Note for a beneficial interest in a Restricted Global
          Note, a certificate from such Holder in the form of Exhibit C hereto,
          including the certifications in item (2)(b) thereof;

               (B) if such Certificated Note is being transferred to a QIB in
          accordance with Rule 144A under the Securities Act, a certificate to
          the effect set forth in Exhibit B hereto, including the certifications
          in item (1) thereof;



                                       38



<PAGE>



               (C) if such Certificated Note is being transferred to a Non-U.S.
          Person in an offshore transaction in accordance with Rule 903 or Rule
          904 under the Securities Act, a certificate to the effect set forth in
          Exhibit B hereto, including the certifications in item (2) thereof;

               (D) if such Certificated Note is being transferred to an
          Institutional Accredited Investor in reliance on an exemption from the
          registration requirements of the Securities Act other than those
          listed in subparagraphs (B) and (C) above, a certificate to the effect
          set forth in Exhibit B hereto, including the certifications,
          certificates and Opinion of Counsel required by item (3)(c) thereof,
          if applicable; or

               (E) if such Certificated Note is being transferred to the
          Partnership, El Paso Finance or any Restricted Subsidiary of the
          Partnership, a certificate to the effect set forth in Exhibit B
          hereto, including the certifications in item (3)(b) thereof.

     the Trustee shall cancel the Certificated Note, increase or cause to be
     increased the aggregate principal amount of, in the case of clause (A)
     above, the appropriate Restricted Global Note, in the case of clause (B)
     above, the 144A Global Note, in the case of clause (C) above, the
     Regulation S Global Note, in the case of clause (D) above, the IAI Global
     Note, and in all other cases, the Restricted Global Note.

               (ii) A Holder of a Restricted Certificated Note may exchange such
          Note for a beneficial interest in an Unrestricted Global Note or
          transfer such Restricted Certificated Note to a Person who takes
          delivery thereof in the form of a beneficial interest in an
          Unrestricted Global Note only if:

                    (A) such exchange or transfer is effected pursuant to the
               Exchange Offer in accordance with the Registration Rights
               Agreement and the Holder, in the case of an exchange, or the
               transferee, in the case of a transfer, is not (i) a
               broker-dealer, (ii) a Person participating in the distribution of
               the Exchange Notes or (iii) a Person who is an affiliate (as
               defined in Rule 144) of the Partnership;

                    (B) any such transfer is effected pursuant to the Shelf
               Registration Statement in accordance with the Registration Rights
               Agreement;

                    (C) any such transfer is effected by a Restricted
               Broker-Dealer pursuant to the Exchange Offer Registration
               Statement in accordance with the Registration Rights Agreement;
               or

                    (D) the Registrar receives the following:

                         (i) if the Holder of such Restricted Certificated Notes
                    proposes to exchange such Notes for a beneficial interest in
                    the Unrestricted Global Note, a certificate from such Holder
                    in the




                                       39



<PAGE>




                    form of Exhibit C hereto, including the certifications in
                    item (1)(c) thereof;

                         (ii) if the Holder of such Restricted Certificated
                    Notes proposes to transfer such Notes to a Person who shall
                    take delivery thereof in the form of a beneficial interest
                    in the Unrestricted Global Note, a certificate from such
                    Holder in the form of Exhibit B hereto, including the
                    certifications in item (4) thereof; and

                         (iii) in each such case set forth in this subparagraph
                    (D), an opinion of counsel in form reasonably acceptable to
                    the Issuers to the effect that such exchange or transfer is
                    in compliance with the Securities Act, that the restrictions
                    on transfer contained herein and in the Private Placement
                    Legend are not required in order to maintain compliance with
                    the Securities Act, and such Certificated Notes are being
                    exchanged or transferred in compliance with any applicable
                    blue sky securities laws of any State of the United States.

     Upon satisfaction of the conditions of any of the subparagraphs in this
     Section 2.06(d)(ii), the Trustee shall cancel the Certificated Notes and
     increase or cause to be increased the aggregate principal amount of the
     Unrestricted Global Note.

          (iii) A Holder of an Unrestricted Certificated Note may exchange such
     Note for a beneficial interest in an Unrestricted Global Note or transfer
     such Certificated Notes to a Person who takes delivery thereof in the form
     of a beneficial interest in an Unrestricted Global Note at any time. Upon
     receipt of a request for such an exchange or transfer, the Trustee shall
     cancel the applicable Unrestricted Certificated Note and increase or cause
     to be increased the aggregate principal amount of one of the Unrestricted
     Global Notes.

     If any such exchange or transfer from a Certificated Note to a beneficial
interest is effected pursuant to subparagraphs (ii) or (iii) above at a time
when an Unrestricted Global Note has not yet been issued, the Issuers shall
issue and, upon receipt of an authentication order in accordance with Section
2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global
Notes (accompanied by a notation of the Guarantees duly endorsed by the
Guarantors) in an aggregate principal amount equal to the principal amount of
beneficial interests transferred pursuant to subparagraphs (ii) or (iii) above.

     (e) Transfer and Exchange of Certificated Notes for Certificated Notes.
Upon request by a Holder of Certificated Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Certificated Notes. Prior to such registration of
transfer or exchange, the requesting Holder shall present or surrender to the
Registrar the Certificated Notes duly endorsed or accompanied by a written
instruction of transfer in form satisfactory to the Registrar duly executed by
such Holder or by his attorney, duly authorized in writing. In addition, the
requesting Holder shall provide any additional



                                       40



<PAGE>



certifications, documents and information, as applicable, pursuant to the
provisions of this Section 2.06(e).

          (i) Restricted Certificated Notes may be transferred to and registered
     in the name of Persons who take delivery thereof if the Registrar receives
     the following:

               (A) if the transfer will be made pursuant to Rule 144A under the
          Securities Act, then the transferor must deliver a certificate in the
          form of Exhibit B hereto, including the certifications in item (1)
          thereof;

               (B) if the transfer will be made pursuant to Rule 903 or Rule
          904, then the transferor must deliver a certificate in the form of
          Exhibit B hereto, including the certifications in item (2) thereof;
          and

               (C) if the transfer will be made pursuant to any other exemption
          from the registration requirements of the Securities Act, then the
          transferor must deliver a certificate in the form of Exhibit B hereto,
          including the certifications, certificates and Opinion of Counsel
          required by item (3) thereof, if applicable.

          (ii) Any Restricted Certificated Note may be exchanged by the Holder
     thereof for an Unrestricted Certificated Note or transferred to a Person or
     Persons who take delivery thereof in the form of an Unrestricted
     Certificated Note if:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder, in the case of an exchange, or the transferee, in the
          case of a transfer, is not (i) a broker-dealer, (ii) a Person
          participating in the distribution of the Exchange Notes or (iii) a
          Person who is an affiliate (as defined in Rule 144) of the
          Partnership;

               (B) any such transfer is effected pursuant to the Shelf
          Registration Statement in accordance with the Registration Rights
          Agreement;

               (C) any such transfer is effected by a Participating
          Broker-Dealer pursuant to the Exchange Offer Registration Statement in
          accordance with the Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (i) if the Holder of such Restricted Certificated Notes
               proposes to exchange such Notes for an Unrestricted Certificated
               Note, a certificate from such Holder in the form of Exhibit C
               hereto, including the certifications in item (1)(d) thereof;

                    (ii) if the Holder of such Restricted Certificated Notes
               proposes to transfer such Notes to a Person who shall take
               delivery



                                       41



<PAGE>



               thereof in the form of an Unrestricted Certificated Note, a
               certificate from such Holder in the form of Exhibit B hereto,
               including the certifications in item (4) thereof; and

                    (iii) in each such case set forth in this subparagraph (D),
               an opinion of counsel in form reasonably acceptable to the
               Issuers to the effect that such exchange or transfer is in
               compliance with the Securities Act, that the restrictions on
               transfer contained herein and in the Private Placement Legend are
               not required in order to maintain compliance with the Securities
               Act, and such Restricted Certificated Note is being exchanged or
               transferred in compliance with any applicable blue sky securities
               laws of any State of the United States.

          (iii) A Holder of Unrestricted Certificated Notes may transfer such
     Notes to a Person who takes delivery thereof in the form of an Unrestricted
     Certificated Note. Upon receipt of a request for such a transfer, the
     Registrar shall register the Unrestricted Certificated Notes pursuant to
     the instructions from the Holder thereof. Unrestricted Certificated Notes
     cannot be exchanged for or transferred to Persons who take delivery thereof
     in the form of a Restricted Certificated Note.

     (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance
with the Registration Rights Agreement, the Issuers shall issue and, upon
receipt of an authentication order in accordance with Section 2.02, the Trustee
shall authenticate (i) one or more Unrestricted Global Notes (accompanied by a
notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
are not (x) broker-dealers (excluding broker-dealers that acquired such
beneficial interests in Restricted Global Notes as a result of market-making
activities or other trading activities (other than such beneficial interests in
Restricted Global Notes acquired directly from the Issuers or any of their
affiliates (as defined in Rule 144) thereof)), (y) Persons participating in the
distribution of the Exchange Notes or (z) Persons who are affiliates of the
Partnership and accepted for exchange in the Exchange Offer and (ii)
Certificated Notes (accompanied by a notation of the Guarantees duly endorsed by
the Subsidiary Guarantors) in an aggregate principal amount equal to the
principal amount of the Restricted Certificated Notes accepted for exchange in
the Exchange Offer. Concurrent with the issuance of such Notes, the Trustee
shall cause the aggregate principal amount of the applicable Restricted Global
Notes to be reduced accordingly, and the Issuers shall execute and the Trustee
shall authenticate and deliver to the Persons designated by the Holders of
Certificated Notes so accepted Certificated Notes in the appropriate principal
amount.

     (g) Legends. The following legends shall appear on the face of all Global
Notes and Certificated Notes issued under this Indenture unless specifically
stated otherwise in the applicable provisions of this Indenture.

          (i) Private Placement Legend.


                                       42



<PAGE>



               (A) Except as permitted by subparagraph (B) below, each Global
          Note and each Certificated Note (and all Notes issued in exchange
          therefor or substitution thereof) shall bear the legend in
          substantially the following form:

          "THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
          EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF
          1933 (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR
          OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
          APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY
          NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION
          FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
          RULE 144A THEREUNDER.

          THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUERS OF THIS
          NOTE THAT: (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
          TRANSFERRED, ONLY (I) TO EL PASO PARTNERS, L.P., EL PASO ENERGY
          PARTNERS FINANCE CORPORATION, OR ANY OF THEIR SUBSIDIARIES, (II) IN
          THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
          QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
          SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
          144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
          ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN
          EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE
          144 THEREUNDER (IF AVAILABLE), (V) TO AN INSTITUTIONAL "ACCREDITED
          INVESTOR" WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER
          THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR
          ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH
          INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL
          AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT
          WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY
          DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (VI) PURSUANT TO
          AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH
          OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
          LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND
          EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
          NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE."



                                       43



<PAGE>



               (B) Notwithstanding the foregoing, any Global Note or
          Certificated Note issued pursuant to subparagraphs (b)(iv), (c)(iii),
          (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this Section
          2.06 (and all Notes issued in exchange therefor or substitution
          thereof) shall not bear the Private Placement Legend.

          (ii) Global Note Legend. Each Global Note shall bear a legend in
     substantially the following form:

          THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
          INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
          BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
          ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY
          MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06
          OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED PURSUANT TO
          SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE
          DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF
          THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
          SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS."

          "UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
          DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
          THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
          DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR
          BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
          NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS
          PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
          COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE ISSUERS
          OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
          ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
          OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
          (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE
          REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), 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.



                                       44



<PAGE>



     (h) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Certificated Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Certificated
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note, by the
Trustee or by the Depositary at the direction of the Trustee, to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note, by the Trustee or by the
Depositary at the direction of the Trustee, to reflect such increase.

     (i) General Provisions Relating to Transfers and Exchanges.

          (i) To permit registrations of transfers and exchanges, the Issuers
     shall execute and the Trustee shall authenticate Global Notes and
     Certificated Notes (in each case, accompanied by a notation of the
     Guarantees duly endorsed by the Subsidiary Guarantors) upon the Issuers'
     order or at the Registrar's request.

          (ii) No service charge shall be made to a holder of a beneficial
     interest in a Global Note or to a Holder of a Certificated Note for any
     registration of transfer or exchange, but the Issuers may require payment
     of a sum sufficient to cover any transfer tax or similar governmental
     charge payable in connection therewith (other than any such transfer taxes
     or similar governmental charge payable upon exchange or transfer pursuant
     to Sections 2.10, 3.06, 3.09, 4.06 and 9.05 hereof).

          (iii) The Registrar shall not be required to register the transfer of
     or exchange any Note selected for redemption in whole or in part, except
     the unredeemed portion of any Note being redeemed in part.

          (iv) All Global Notes and Certificated Notes (in each case,
     accompanied by a notation of the Guarantees duly endorsed by the Subsidiary
     Guarantors) issued upon any registration of transfer or exchange of Global
     Notes or Certificated Notes shall be the valid obligations of the Issuers
     and the Subsidiary Guarantors, evidencing the same debt, and entitled to
     the same benefits under this Indenture, as the Global Notes or Certificated
     Notes surrendered upon such registration of transfer or exchange.

          (v) The Issuers shall not be required (A) to issue, to register the
     transfer of or to exchange Notes during a period beginning at the opening
     of business 15 days before the day of mailing of notice of redemption and
     ending at the close of business on the day of such mailing, (B) to register
     the transfer of or to exchange any Note so selected for redemption in whole
     or in part, except the


                                       45



<PAGE>



     unredeemed portion of any Note being redeemed in part or (C) to register
     the transfer of or to exchange a Note between a record date and the next
     succeeding Interest Payment Date.

          (vi) Prior to due presentment for the registration of a transfer of
     any Note, the Trustee, any Agent and the Issuers may deem and treat the
     Person in whose name any Note is registered as the absolute owner of such
     Note for the purpose of receiving payment of principal of and interest on
     such Notes and for all other purposes, and none of the Trustee, any Agent
     or the Issuers shall be affected by notice to the contrary.

          (vii) The Trustee shall authenticate Global Notes and Certificated
     Notes (in each case, accompanied by a notation of the Guarantees duly
     endorsed by the Subsidiary Guarantors) in accordance with the provisions of
     Section 2.02 hereof.

          (viii) All certifications, certificates and opinions of counsel
     required to be submitted to the Registrar pursuant to this Section 2.06 to
     effect a transfer or exchange may be submitted by facsimile.

          (ix) Each Holder of a Note agrees to indemnify the Issuers and the
     Trustee against any liability that may result from the transfer, exchange
     or assignment of such Holder's Note in violation of any provision of this
     Indenture and/or applicable United States federal or state securities law.

     (j) Each beneficial owner of an interest in a Note agrees to indemnify the
Issuers and the Trustee against any liability that may result from the transfer,
exchange or assignment by such beneficial owner of such interest in violation of
any provision of this Indenture and/or applicable United States federal or state
securities law.

     (k) The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Note (including any transfers between or among beneficial owners of
interest in any Global Note) other than to require delivery of such certificate
and other documentation or evidence as are expressly required by, and to do so
if and when expressly required by the terms of, this Indenture, and to examine
the same to determine substantial compliance as to form with the express
requirements hereof.

SECTION 2.07. REPLACEMENT NOTES.

     If any mutilated Note is surrendered to the Trustee or either of the
Issuers and the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, the Issuers shall issue and the Trustee,
upon the written order of the Issuers signed by one Officer of the Partnership
and one Officer of El Paso Finance, shall authenticate a replacement Note
(accompanied by a notation of the Guarantees duly endorsed by the Subsidiary
Guarantors) if the Trustee's requirements are met. An indemnity bond must be
supplied by the Holder that is sufficient in the judgment of the Trustee and the
Issuers to protect the Issuers, the Subsidiary Guarantors, the Trustee, any
Agent and any authenticating agent from any loss that any of them may suffer if
a Note is replaced. The Issuers may charge for their expenses in replacing a
Note.




                                       46



<PAGE>



     Every replacement Note is an additional obligation of the Issuers and the
Subsidiary Guarantors and shall be entitled to all of the benefits of this
Indenture equally and proportionately with all other Notes duly issued
hereunder. The provisions of this Section 2.07 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement of mutilated, destroyed, lost or stolen Notes.

SECTION 2.08. OUTSTANDING NOTES.

     The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section as
not outstanding. Except as set forth in Section 2.09 hereof, a Note does not
cease to be outstanding because an Issuer or an Affiliate of an Issuer holds the
Note.

     If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

     If the principal amount of any Note is considered paid under Section 4.01
hereof, it ceases to be outstanding and interest and Liquidated Damages, if
applicable, on it cease to accrue.

     If the Paying Agent (other than an Issuer or a Subsidiary or an Affiliate
of an Issuer) holds, on a redemption date or maturity date, money sufficient to
pay Notes payable on that date, then on and after that date such Notes shall be
deemed to be no longer outstanding and shall cease to accrue interest (and
Liquidated Damages, if any).

SECTION 2.09. TREASURY NOTES.

     In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by an
Issuer, by any Subsidiary Guarantor or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Partnership or any Subsidiary Guarantor, shall be considered as though not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes that a Responsible Officer of the Trustee actually knows are so owned
shall be so disregarded.

SECTION 2.10. TEMPORARY NOTES.

     Until Certificated Notes are ready for delivery, the Issuers may prepare
and the Trustee shall authenticate temporary Notes (accompanied by a notation of
the Guarantees duly endorsed by the Subsidiary Guarantors) upon a written order
of the Issuers signed by one Officer of the Partnership and one Officer of El
Paso Finance. Temporary Notes shall be substantially in the form of definitive
Notes but may have variations that the Issuers consider appropriate for
temporary Notes and as shall be reasonably acceptable to the Trustee. Without
unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate
definitive Notes (accompanied


                                       47



<PAGE>



by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in
exchange for temporary Notes.

     Holders of temporary Notes shall be entitled to all of the benefits of this
Indenture.

SECTION 2.11. CANCELLATION.

     Either of the Issuers at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall treat such
canceled Notes in accordance with its documents retention policies. The Issuers
may not issue new Notes to replace Notes that it has paid or that have been
delivered to the Trustee for cancellation.

SECTION 2.12. DEFAULTED INTEREST.

     If any of the Partnership, El Paso Finance or any Subsidiary Guarantor
defaults in a payment of interest on the Notes, it or they (to the extent of
their obligations under the Guarantees) shall pay the defaulted interest in any
lawful manner plus, to the extent lawful, interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date, in
each case at the rate provided in the Notes and in Section 4.01 hereof. The
Issuers shall notify the Trustee in writing of the amount of defaulted interest
proposed to be paid on each Note and the date of the proposed payment. The
Issuers shall fix or cause to be fixed each such special record date and payment
date, provided that no such special record date shall be less than 10 days prior
to the related payment date for such defaulted interest. At least 15 days before
the special record date, the Issuers (or, upon the written request of the
Issuers, the Trustee in the name and at the expense of the Issuers) shall mail
or cause to be mailed to Holders a notice that states the special record date,
the related payment date and the amount of such interest to be paid.

SECTION 2.13. CUSIP NUMBERS.

     The Issuers in issuing the Notes may use "CUSIP" numbers (if then generally
in use), and, if they do so, the Trustee shall use "CUSIP" numbers in notices of
redemption as a convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Notes or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Notes, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Issuers will promptly notify the Trustee of any
change in the "CUSIP" numbers.

                                   ARTICLE 3
                            REDEMPTION AND PREPAYMENT

SECTION 3.01. NOTICES TO TRUSTEE.

     If an Issuer elects to redeem Notes pursuant to the optional redemption
provisions of Section 3.07 hereof, it shall furnish to the Trustee, at least 35
days (unless a shorter period is



                                       48



<PAGE>



acceptable to the Trustee) but not more than 60 days before a redemption date,
an Officers' Certificate setting forth (i) the clause of this Indenture pursuant
to which the redemption shall occur, (ii) the redemption date, (iii) the
principal amount of Notes to be redeemed and (iv) the redemption price.

SECTION 3.02. SELECTION OF NOTES TO BE REDEEMED.

     If less than all of the Notes are to be redeemed at any time, the Trustee
will select Notes for redemption as follows:

          (a) if the Notes are listed for trading on a national securities
     exchange, in compliance with the requirements of the principal national
     securities exchange on which the Notes are so listed; or

          (b) if the Notes are not so listed or there are no such requirements,
     on a pro rata basis, by lot or by such method as the Trustee shall deem
     fair and appropriate.

     No Notes of $1,000 or less shall be redeemed in part. Notices of redemption
shall be mailed by first class mail at least 30 but not more than 60 days before
the redemption date to each Holder of Notes to be redeemed at its registered
address. Notices of redemption may not be conditional.

     If any Note is to be redeemed in part only, the notice of redemption that
relates to that Note shall state the portion of the principal amount thereof to
be redeemed. A new Note in principal amount equal to the unredeemed portion of
the original Note will be issued in the name of the Holder thereof upon
cancellation of the original Note. Notes called for redemption become due on the
date fixed for redemption. On and after the redemption date, interest and
Liquidated Damages, if applicable, cease to accrue on Notes or portions of them
called for redemption unless the Issuers default in making such redemption
payment.

SECTION 3.03. NOTICE OF REDEMPTION.

     At least 30 days but not more than 60 days before a redemption date, the
Issuers shall mail or cause to be mailed, by first class mail, a notice of
redemption to each Holder whose Notes are to be redeemed at its registered
address.

     The notice shall identify the Notes to be redeemed (including CUSIP
numbers) and shall state:

     (a) the redemption date;

     (b) the redemption price;

     (c) if any Note is being redeemed in part, the portion of the principal
amount of such Note to be redeemed and that, after the redemption date upon
surrender of such Note, a new Note or Notes in principal amount equal to the
unredeemed portion shall be issued upon cancellation of the original Note;


                                       49



<PAGE>



     (d) the name and address of the Paying Agent;

     (e) that Notes called for redemption (other than a Global Note) must be
surrendered to the Paying Agent to collect the redemption price;

     (f) that, unless the Issuers default in making such redemption payment,
interest and Liquidated Damages, if applicable, on Notes called for redemption
cease to accrue on and after the redemption date;

     (g) the paragraph of the Notes and/or Section of this Indenture pursuant to
which the Notes called for redemption are being redeemed; and

     (h) that no representation is made as to the correctness or accuracy of the
CUSIP number, if any, listed in such notice or printed on the Notes.

     At the Issuers' request, the Trustee shall give the notice of redemption in
the Issuers' names and at their expense; provided, however, that the Issuers
shall have delivered to the Trustee, at least 45 days prior to the redemption
date (unless a shorter period is otherwise acceptable to the Trustee), an
Officers' Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding
paragraph.

SECTION 3.04. EFFECT OF NOTICE OF REDEMPTION.

     Once notice of redemption is mailed in accordance with Section 3.03 hereof,
Notes called for redemption become irrevocably due and payable on the redemption
date at the redemption price. A notice of redemption may not be conditional.

SECTION 3.05. DEPOSIT OF REDEMPTION PRICE.

     Not later than 11:00 a.m., New York City time, on the redemption date, the
Issuers shall deposit with the Trustee or with the Paying Agent money sufficient
to pay the redemption price of and accrued interest and Liquidated Damages, if
applicable, on all Notes to be redeemed on that date. The Trustee or the Paying
Agent shall promptly return to the Issuers any money deposited with the Trustee
or the Paying Agent by the Issuers in excess of the amounts necessary to pay the
redemption price of, and accrued interest and Liquidated Damages, if applicable,
on, all Notes to be redeemed.

     If the Issuers comply with the provisions of the preceding paragraph, on
and after the redemption date, interest and Liquidated Damages, if applicable,
shall cease to accrue on the Notes or the portions of Notes called for
redemption. If a Note is redeemed on or after an interest record date but on or
prior to the related Interest Payment Date, then any accrued and unpaid interest
(and Liquidated Damages, if any) shall be paid to the Person in whose name such
Note was registered at the close of business on such record date. If any Note
called for redemption shall not be so paid upon surrender for redemption because
of the failure of the Issuers to comply with the preceding paragraph, interest
(and Liquidated Damages, if any) shall be paid on the unpaid principal, from the
redemption date until such principal is paid, and to the extent lawful on any
interest not paid on such unpaid principal, in each case at the rate provided in
the Notes and in Section 4.01 hereof.


                                       50



<PAGE>



SECTION 3.06. NOTES REDEEMED IN PART.

     Upon surrender of a Note that is redeemed in part, the Issuers shall issue
and, upon the Issuers' written request, the Trustee shall authenticate for the
Holder at the expense of the Issuers a new Note (accompanied by a notation of
the Guarantees duly endorsed by the Subsidiary Guarantors) equal in principal
amount to the unredeemed portion of the Note surrendered.

SECTION 3.07. OPTIONAL REDEMPTION.

     (a) Except as set forth in clause (b) of this Section 3.07, the Issuers
shall not have the option to redeem the Notes pursuant to this Section 3.07
prior to June 1, 2007. From and after June 1, 2007, the Issuers may redeem all
or a part of these Notes upon not less than 30 nor more than 60 days' notice, at
the redemption prices (expressed as percentages of principal amount) set forth
below plus accrued and unpaid interest thereon, if any, and Liquidated Damages,
if any, to the applicable redemption date, if redeemed during the 12-month
period beginning on June 1st of the years indicated below:

<Table>
<Caption>
                  YEAR                                           PERCENTAGE
                  ----                                           ----------
<S>                                                              <C>
2007..................................................            104.250%
2008..................................................            102.125%
2009 and thereafter...................................            100%
</Table>


     (b) Notwithstanding the provisions of Section 3.07(a), at any time prior to
June 1, 2006, the Issuers may on any one or more occasions redeem up to 33% of
the aggregate principal amount of Notes originally issued under this Indenture
at a redemption price of 108.500% of the principal amount thereof, plus accrued
and unpaid interest, if any, and Liquidated Damages, if any, to the redemption
date, with the net cash proceeds of one or more Equity Offerings; provided that:
(i) at least 67% of the aggregate principal amount of Notes remains outstanding
immediately after the occurrence of such redemption (excluding Notes held by the
Partnership, El Paso Finance or any Restricted Subsidiary of the Partnership);
and (ii) the redemption must occur within 90 days of the date of the closing of
such Equity Offering.

     (c) Any redemption pursuant to this Section 3.07 shall be made pursuant to
the provisions of Section 3.01 through 3.06 hereof.

SECTION 3.08. MANDATORY REDEMPTION.

     Except for any repurchase offers required to be made pursuant to Sections
4.06 and 4.07 hereof, the Issuers shall not be required to make mandatory
redemption payments with respect to the Notes.

SECTION 3.09. OFFER TO PURCHASE BY APPLICATION OF NET PROCEEDS.

     In the event that, pursuant to Section 4.07 hereof, the Issuers shall be
required to commence a pro rata offer (an "Asset Sale Offer") to all Holders and
all holders of other



                                       51



<PAGE>



Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in this Indenture with respect to offers to purchase or redeem
with the Net Proceeds of sales of assets to purchase Notes and such other pair
passu Indebtedness, it shall follow the procedures specified below.

     The Asset Sale Offer shall remain open for a period of at least 30 days
following its commencement but no longer than 60 days, except to the extent that
a longer period is required by applicable law (the "Offer Period"). Promptly
after the termination of the Offer Period (the "Purchase Date"), the Issuers
shall purchase the principal amount of Notes required to be purchased pursuant
to Section 4.07 hereof (the "Offer Amount") or, if less than the Offer Amount
has been tendered, all Notes tendered and not withdrawn in response to the Asset
Sale Offer. Payment for any Notes so purchased shall be made in the same manner
as interest payments are made.

     If the Purchase Date is on or after an interest record date and on or
before the related Interest Payment Date, accrued and unpaid interest, if any,
and Liquidated Damages (to the extent involving interest that is due and payable
on such Interest Payment Date), if any, shall be paid to the Person in whose
name a Note is registered at the close of business on such record date, and no
additional interest (or Liquidated Damages, if any) shall be payable to Holders
who validly tender Notes pursuant to the Asset Sale Offer.

     Upon the commencement of an Asset Sale Offer, the Issuers shall send, by
first class mail, a notice to the Trustee and each of the Holders, with a copy
to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Asset Sale
Offer. The Asset Sale Offer shall be made to all Holders. The notice, which
shall govern the terms of the Asset Sale Offer, shall state:

     (a) that the Asset Sale Offer is being made pursuant to this Section 3.09
and Section 4.07 hereof and the length of time the Asset Sale Offer shall remain
open;

     (b) the Offer Amount, the purchase price and the Purchase Date;

     (c) that any Note not validly tendered or accepted for payment shall
continue to accrue interest and Liquidated Damages, if applicable;

     (d) that, unless the Issuers default in making such payment, any Note
accepted for payment pursuant to the Asset Sale Offer shall cease to accrue
interest and Liquidated Damages, if applicable, after the Purchase Date;

     (e) that Holders electing to have a Note purchased pursuant to any Asset
Sale Offer shall be required to surrender the Note, with the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Note completed, or
transfer by book-entry transfer, to the Issuers, a depositary, if appointed by
the Issuers, or a Paying Agent at the address specified in the notice at least
three days before the Purchase Date;

     (f) that Holders shall be entitled to withdraw their election if the
Issuers, the Depositary or the Paying Agent, as the case may be, receives, not
later than the expiration of the Offer Period, a telegram, facsimile
transmission or letter setting forth the name of the Holder, the



                                       52



<PAGE>



principal amount of the Note the Holder delivered for purchase and a statement
that such Holder is withdrawing his election to have such Note purchased;

     (g) that, if the aggregate principal amount of Notes surrendered by Holders
exceeds the Offer Amount, the Issuers shall select the Notes to be purchased on
a pro rata basis (with such adjustments as may be deemed appropriate by the
Issuers so that only Notes in denominations of $1,000, or integral multiples
thereof, shall be purchased); and

     (h) that Holders whose Notes were purchased only in part shall be issued
new Notes (accompanied by a notation of the Guarantees duly endorsed by the
Subsidiary Guarantors) equal in principal amount to the unpurchased portion of
the Notes surrendered (or transferred by book-entry transfer).

     On or before the Purchase Date, the Issuers shall, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Offer
Amount of Notes or portions thereof validly tendered and not properly withdrawn
pursuant to the Asset Sale Offer, or if less than the Offer Amount has been
validly tendered and not properly withdrawn, all Notes so tendered and not
withdrawn, and shall deliver to the Trustee an Officers' Certificate stating
that such Notes or portions thereof were accepted for payment by the Issuers in
accordance with the terms of this Section 3.09. Upon surrender and cancellation
of a Certificated Note that is purchased in part, the Issuers shall promptly
issue and the Trustee shall authenticate and deliver to the surrendering Holder
of such Certificated Note a new Certificated Note equal in principal amount to
the unpurchased portion of such surrendered Certificated Note; provided that
each such new Certificated Note shall be in a principal amount of $1,000 or an
integral multiple thereof. Upon surrender of a Global Note that is purchased in
part pursuant to an Asset Sale Offer, the Paying Agent shall forward such Global
Note to the Trustee who shall make an endorsement thereon to reduce the
principal amount of such Global Note to an amount equal to the unpurchased
portion of such Global Note, as provided in Section 2.06(h) hereof. The Issuers,
the Depositary or the Paying Agent, as the case may be, shall promptly mail or
deliver to each tendering Holder an amount equal to the purchase price of the
Notes tendered by such Holder and accepted by the Issuers for purchase, and the
Issuers shall promptly issue a new Note (in each case, accompanied by a notation
of the Guarantees duly endorsed by the Subsidiary Guarantors), and the Trustee,
upon written request from the Issuers shall authenticate and mail or deliver
such new Note to such Holder, in a principal amount equal to any unpurchased
portion of the Note surrendered. Any Note not so accepted shall be promptly
mailed or delivered by the Issuers to the Holder thereof. The Issuers shall
publicly announce the results of the Asset Sale Offer on or as soon as
practicable after the Purchase Date.

     Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.



                                       53



<PAGE>



                                   ARTICLE 4
                                   COVENANTS

SECTION 4.01. PAYMENT OF NOTES.

     The Issuers shall pay or cause to be paid the principal of and premium, if
any, interest and Liquidated Damages, if any, on the Notes in New York, New York
on the dates and in the manner provided in the Notes. Principal, premium, if
any, interest and Liquidated Damages, if any, shall be considered paid on the
date due if the Paying Agent, if other than an Issuer or any Subsidiary
Guarantor thereof, holds as of 11:00 a.m. Eastern Time on the due date money
deposited by the Issuers in immediately available funds and designated for and
sufficient to pay all principal, premium, if any, interest and Liquidated
Damages, if any, then due. The Issuers shall pay all Liquidated Damages, if any,
in the same manner on the dates and in the amounts set forth in the Registration
Rights Agreement.

     The Issuers shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium at the
then applicable interest rate on the Notes to the extent lawful. The Issuers
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Liquidated Damages
(without regard to any applicable grace period) at the same rate to the extent
lawful.

SECTION 4.02. MAINTENANCE OF OFFICE OR AGENCY.

     The Issuers shall maintain in the Borough of Manhattan, The City of New
York, an office or agency (which may be an office of the Trustee or an Affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Issuers or the Subsidiary Guarantors in respect of the Notes and this
Indenture may be served. The Issuers shall give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Issuers shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.

     The Issuers may also from time to time designate one or more other offices
or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Issuers
of their obligation to maintain an office or agency in the Borough of Manhattan,
The City of New York for such purposes. The Issuers shall give prompt written
notice to the Trustee of any such designation or rescission and of any change in
location of any such other office or agency.

     The Issuers hereby designate the Corporate Trust Office of the Trustee as
one such office or agency of the Issuers in accordance with Section 2.03.




                                       54



<PAGE>



SECTION 4.03. COMPLIANCE CERTIFICATE.

     (a) The Issuers and the Subsidiary Guarantors shall deliver to the Trustee,
within 90 days after the end of each fiscal year, an Officers' Certificate
stating that a review of the activities of the Issuers and the Restricted
Subsidiaries of the Partnership during the preceding fiscal year has been made
under the supervision of the signing Officers with a view to determining whether
the Issuers and the Subsidiary Guarantors have kept, observed, performed and
fulfilled their respective obligations under this Indenture and the Guarantees,
respectively, and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge each of such Issuers and
such Subsidiary Guarantors, as the case may be, has kept, observed, performed
and fulfilled each and every covenant contained in this Indenture and is not in
default in the performance or observance of any of the terms, provisions and
conditions of this Indenture (or, if a Default or Event of Default shall have
occurred, describing all such Defaults or Events of Default of which he or she
may have knowledge and what action such Issuer or such Subsidiary Guarantor, as
the case may be, is taking or proposes to take with respect thereto) and that to
the best of his or her knowledge no event has occurred and remains in existence
by reason of which payments on account of the principal of or interest, if any,
on the Notes is prohibited or if such event has occurred, a description of the
event and what action such Issuer or such Subsidiary Guarantor, as the case may
be, is taking or proposes to take with respect thereto.

     (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.19(a) shall be accompanied by a
written statement of the Issuers' independent public accountants (who shall be a
firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Issuers have violated
any provisions of Article 4 or Article 5 hereof (except that such written
statement need not address the Issuers' and Subsidiary Guarantors' compliance
with Sections 4.02, 4.05, 4.06 or 4.13 hereof) or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

     (c) Each of the Issuers shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer of the Partnership, the
General Partner or El Paso Finance becoming aware of any Default or Event of
Default, an Officers' Certificate specifying such Default or Event of Default
and what action the Issuers are taking or propose to take with respect thereto.

SECTION 4.04. TAXES.

     The Issuers shall pay, and shall cause each of its Restricted Subsidiaries
to pay, prior to delinquency, all material taxes, assessments, and governmental
levies except such as are contested in good faith and by appropriate proceedings
or where the failure to effect such payment is not adverse in any material
respect to the Holders of the Notes.



                                       55



<PAGE>



SECTION 4.05. STAY, EXTENSION AND USURY LAWS.

     Each of the Issuers and the Subsidiary Guarantors covenants (to the extent
that it may lawfully do so) that it shall not at any time insist upon, plead, or
in any manner whatsoever claim or take the benefit or advantage of, any stay,
extension or usury law wherever enacted, now or at any time hereafter in force,
that may affect the covenants or the performance of this Indenture; and each of
the Issuers and the Subsidiary Guarantors (to the extent that it may lawfully do
so) hereby expressly waives all benefit or advantage of any such law, and
covenants that it shall not, by resort to any such law, hinder, delay or impede
the execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law has been enacted.

SECTION 4.06. CHANGE OF CONTROL.

     (a) If a Change of Control occurs, each Holder of Notes shall have the
right to require the Issuers to repurchase all or any part (equal to $1,000 or
an integral multiple thereof) of that Holder's Notes pursuant to the offer
described below (the "Change of Control Offer"). In the Change of Control Offer,
the Issuers shall offer a "Change of Control Payment" in cash equal to 101% of
the aggregate principal amount of Notes repurchased plus accrued and unpaid
interest thereon, if any, and Liquidated Damages, if any, to the date of
purchase (the "Change of Control Payment"). Within 30 days following any Change
of Control, the Issuers shall mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and offering
to repurchase Notes on the Change of Control Payment Date specified in such
notice, pursuant to the procedures required by this Indenture and described in
such notice. If the Change of Control Payment Date is on or after a record date
and on or before the related Interest Payment Date, any accrued and unpaid
interest and Liquidated Damages (to the extent involving interest that is due
and payable on such Interest Payment Date), if any, shall be paid to the Person
in whose name a Note is registered at the close of business on such record date,
and no additional interest (or Liquidated Damages, if any) (to the extent
involving interest that is due and payable on such Interest Payment Date) shall
be payable to Holders who validly tender Notes pursuant to the Change of Control
Offer. The Issuers shall comply with the requirements of Rule 14e-l under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change of Control.

     (b) Within 30 days following any Change of Control, the Issuers shall mail
by first class mail, a notice to each Holder, with a copy of such notice to the
Trustee. The notice, which shall govern the terms of the Change of Control
Offer, shall state, among other things:

                    (i)  that a Change of Control has occurred and a Change of
                         Control Offer is being made as provided for herein, and
                         that, although Holders are not required to tender their
                         Notes, all Notes that are validly tendered shall be
                         accepted for payment;



                                       56



<PAGE>



                    (ii) the Change of Control Payment and the Change of Control
                         Payment Date, which will be no earlier than 30 days and
                         no later than 60 days after the date such notice is
                         mailed;

                    (iii) that any Note accepted for payment pursuant to the
                         Change of Control Offer (and duly paid for on the
                         Change of Control Payment Date) shall cease to accrue
                         interest and Liquidated Damages, if applicable, after
                         the Change of Control Payment Date;

                    (iv) that any Notes (or portions thereof) not validly
                         tendered shall continue to accrue interest and
                         Liquidated Damages, if applicable;

                    (v)  that any Holder electing to have a Note purchased
                         pursuant to any Change of Control Offer shall be
                         required to surrender the Note, with the form entitled
                         "Option of Holder to Elect Purchase" on the reverse of
                         the Note completed, or transfer by book-entry transfer,
                         to the Issuers, a depositary, if appointed by the
                         Issuers, or a Paying Agent at the address specified in
                         the notice at least one (1) Business Day before the
                         Change of Control Payment Date;

                    (vi) that Holders shall be entitled to withdraw their
                         election if the Issuers, the Depositary or the Paying
                         Agent, as the case may be, receives, not later than the
                         expiration of the Change of Control Offer, a telegram,
                         facsimile transmission or letter setting forth the name
                         of the Holder, the principal amount of the Note the
                         Holder delivered for purchase and a statement that such
                         Holder is withdrawing his election to have such Note
                         purchased; and

                    (vii) the instructions and any other information necessary
                         to enable Holders to tender their Notes (or portions
                         thereof) and have such Notes (or portions thereof)
                         purchased pursuant to the Change of Control Offer.

     (c) Subject to Section 4.06(f), on the Change of Control Payment Date, the
Issuers shall, to the extent lawful:

          (i) accept for payment all Notes or portions thereof properly tendered
     and not withdrawn pursuant to the Change of Control Offer;

          (ii) deposit by 11:00 a.m., New York Time with the Paying Agent an
     amount equal to the Change of Control Payment in respect of all Notes or
     portions thereof so tendered; and



                                       57



<PAGE>



          (iii) deliver or cause to be delivered to the Trustee the Notes so
     accepted together with an Officers' Certificate stating the aggregate
     principal amount of Notes or portions thereof being purchased by the
     Issuers.

     (d) The Paying Agent shall promptly mail to each Holder of Notes so
tendered the Change of Control Payment for such Notes, and the Trustee shall
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; provided that each such new Note shall be in a
principal amount of $1,000 or an integral multiple thereof. The Issuers shall
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

     (e) Upon surrender and cancellation of a Certificated Note that is
purchased in part pursuant to the Change of Control Offer, the Issuers shall
promptly issue and the Trustee shall authenticate and mail (or cause to be
transferred by book entry) to the surrendering Holder of such Certificated Note,
a new Certificated Note equal in principal amount to the unpurchased portion of
such surrendered Certificated Note; provided that each such new Certificated
Note shall be in principal amount of $1,000 or an integral multiple thereof.

     (f) Prior to complying with any of the provisions of this Section 4.06, but
in any event within 90 days following a Change of Control, the Issuers shall
either repay all outstanding Senior Debt or obtain the requisite consents, if
any, under all agreements governing outstanding Senior Debt to permit the
repurchase of Notes required by this covenant.

     (g) The provisions described in this Section 4.06 require the Issuers to
make a Change of Control Offer following a Change of Control shall be applicable
regardless of whether or not any other provisions of this Indenture are
applicable.

     (h) Notwithstanding the other provisions of this Section 4.06, the Issuers
shall not be required to make a Change of Control Offer upon a Change of
Control, and a Holder will not have the right to require that the Issuers
repurchase any Notes pursuant to a Change of Control Offer, if a third party
makes the Change of Control Offer in the manner, at the times and otherwise in
compliance with the requirements set forth in this Indenture applicable to a
Change of Control Offer made by the Issuers and purchases all Notes validly
tendered and not withdrawn under such Change of Control Offer.

SECTION 4.07. ASSET SALES.

     (a) The Issuers shall not, and shall not permit any Restricted Subsidiary
of the Partnership to, consummate an Asset Sale unless:

          (i) such Issuer (or the Restricted Subsidiary, as the case may be)
     receives consideration at the time of such Asset Sale at least equal to the
     fair market value of the assets or Equity Interests issued or sold or
     otherwise disposed of;

          (ii) such fair market value is determined by (a) an executive officer
     of the Partnership if the value is less than $10.0 million, as evidenced by
     an Officers'




                                       58



<PAGE>



     Certificate delivered to the Trustee or (b) the Board of Directors of the
     General Partner if the value is $10.0 million or more, as evidenced by a
     resolution of such Board of Directors of the General Partner; and

          (iii) at least 75% of the Net Proceeds received by such Issuer or such
     Restricted Subsidiary is in the form of cash or Cash Equivalents.

     For purposes of this clause (iii), each of the following shall be deemed to
     be cash:

          (A) any liabilities (as shown on such Issuer's or such Restricted
     Subsidiary's most recent balance sheet) of the Issuers or any Restricted
     Subsidiary (other than contingent liabilities and liabilities that are by
     their terms subordinated to the Notes or any Guarantee) that are assumed by
     the transferee of any such assets pursuant to a customary novation
     agreement that releases such Issuer or such Restricted Subsidiary from
     further liability; and

          (B) any securities, notes or other obligations received by such Issuer
     or any such Restricted Subsidiary from such transferee that are within 90
     days after the Asset Sale (subject to ordinary settlement periods)
     converted by such Issuer or such Restricted Subsidiary into cash (to the
     extent of the cash received in that conversion).

     (b) Within 360 days after the receipt of any Net Proceeds from an Asset
Sale, the Partnership or a Restricted Subsidiary may apply (or enter into a
definitive agreement for such application, provided that such capital
expenditure or purchase is closed within 90 days after the end of such 360-day
period) such Net Proceeds at its option:

          (i) to repay Senior Debt of the Partnership and/or its Restricted
     Subsidiaries (or to make an offer to repurchase or redeem any such Senior
     Debt, provided that such repurchase or redemption closes within 45 days
     after the end of such 360-day period) with a permanent reduction in
     availability for any revolving credit Indebtedness;

          (ii) to make a capital expenditure in a Permitted Business;

          (iii) to acquire other long-term tangible assets that are used or
     useful in a Permitted Business; or

          (iv) to invest in any other Permitted Business Investment or any other
     Permitted Investments other than Investments in Cash Equivalents, Interest
     Swaps or Currency Agreements.

Pending the final application of any such Net Proceeds, the Partnership or a
Restricted Subsidiary may temporarily reduce revolving credit borrowings or
otherwise invest such Net Proceeds in any manner that is not prohibited by this
Indenture.

     (c) Any Net Proceeds from Asset Sales that are not applied or invested as
provided in Section 4.07(b) above will constitute "Excess Proceeds". When the
aggregate



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<PAGE>



amount of Excess Proceeds exceeds $10 million, the Issuers will make a pro rata
offer (an "Asset Sale Offer") to all Holders of Notes and all holders of other
Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in this Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets to purchase the maximum principal amount of
Notes and such other pari passu Indebtedness that may be purchased out of the
Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100%
of principal amount plus accrued and unpaid interest (including any Liquidated
Damages in the case of the Notes), if any, and premium, if any, to the date of
purchase, and will be payable in cash. If any Excess Proceeds remain after
consummation of an Asset Sale Offer, the Partnership may use such Excess
Proceeds for any purpose not otherwise prohibited by this Indenture, including,
without limitation, the repurchase or redemption of Indebtedness of the Issuers
or any Subsidiary Guarantor that is subordinated to the Notes or, in the case of
any Subsidiary Guarantor, the Guarantee of such Subsidiary Guarantor. If the
aggregate principal amount of Notes tendered into such Asset Sale Offer exceeds
the amount of Excess Proceeds allocated for repurchases of Notes pursuant to the
Asset Sale Offer for Notes, the Trustee shall select the Notes to be purchased
on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of
Excess Proceeds shall be reset at zero.

     (d) Notwithstanding the definition of the term "Asset Sale" in Section 1.01
hereof, the following transactions shall not constitute an Asset Sale for
purposes of this Indenture:

          (i) any transaction whereby assets or properties (including (a)
     ownership interests in any Subsidiary or Joint Venture and (b) in the case
     of an exchange or contribution for tangible assets, up to 25% in the form
     of cash, Cash Equivalents, accounts receivable or other current assets)
     owned by the Partnership or a Restricted Subsidiary of the Partnership are
     exchanged or contributed for the Equity Interests of a Joint Venture or
     Unrestricted Subsidiary in a transaction that satisfies the requirements of
     a Permitted Business Investment or for other assets (not more than 25% of
     which consists of cash, Cash Equivalents, accounts receivables or other
     current assets) or properties (including interests in any Subsidiary or
     Joint Venture) so long as (i) the fair market value of the assets or
     properties (if other than a Permitted Business Investment) received are
     substantially equivalent to the fair market value of the assets or
     properties given up, and (ii) any cash received in such exchange or
     contribution by the Partnership or any Restricted Subsidiary of the
     Partnership is applied in accordance with the foregoing provisions of this
     Section 4.07;

          (ii) any sale, transfer or other disposition of cash or Cash
     Equivalents;

          (iii) any sale, transfer or other disposition of Restricted
     Investments; and

          (iv) any sale, transfer or other disposition of interests in oil and
     gas leaseholds (including, without limitation, by abandonment, farm-ins,
     farm-outs, leases, swaps and subleases), hydrocarbons and other mineral
     products in the ordinary course of business of the oil and gas operations
     conducted by the



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     Partnership or any Restricted Subsidiary of the Partnership, which sale,
     transfer or other disposition is made by the Partnership or any such
     Restricted Subsidiary.

SECTION 4.08. RESTRICTED PAYMENTS.

     (a) The Issuers shall not, and shall not permit any of their Restricted
Subsidiaries to, directly or indirectly:

          (i) declare or pay any dividend or make any other payment or
     distribution on account of the Equity Interests of the Partnership or any
     of its Restricted Subsidiaries (including, without limitation, any payment
     in connection with any merger or consolidation involving the Partnership or
     any of its Restricted Subsidiaries) or to the direct or indirect holders of
     the Equity Interests of the Partnership or of any of its Restricted
     Subsidiaries in their capacity as such (other than dividends or
     distributions payable in Equity Interests of the Partnership (other than
     Disqualified Equity) and other than distributions or dividends payable to
     the Partnership or a Restricted Subsidiary of the Partnership).

          (ii) except to the extent permitted in clause (iv) below, purchase,
     redeem or otherwise acquire or retire for value (including, without
     limitation, in connection with any merger or consolidation involving an
     Issuer) any Equity Interests of the Partnership or of any of its Restricted
     Subsidiaries (other than any such Equity Interests owned by the Partnership
     or any of its Restricted Subsidiaries);

          (iii) except to the extent permitted in clause (iv) below, make any
     payment on or with respect to, or purchase, redeem, defease or otherwise
     acquire or retire for value any Indebtedness that is pari passu with or
     subordinated to the Notes or the Guarantees (other than the Notes or the
     Guarantees), except (a) a payment of interest or principal at the Stated
     Maturity thereof, (b) a purchase, redemption, acquisition or retirement
     required to be made pursuant to the terms of such Indebtedness (including
     pursuant to an asset sale or change of control provision) and (c) any such
     Indebtedness of the Partnership or any Restricted Subsidiary owned by the
     Partnership or a Restricted Subsidiary;

          (iv) make any Investment other than a Permitted Investment or a
     Permitted Business Investment (all such payments and other actions set
     forth in clauses (i) through (iv) above being collectively referred to as
     "Restricted Payments"),

unless, at the time of and after giving effect to such Restricted Payment, no
Default or Event of Default shall have occurred and be continuing or would occur
as a consequence thereof and either:

          (A) if the Fixed Charge Coverage Ratio for the Partnership's four most
     recent fiscal quarters for which internal financial statements are
     available is not less than 2.0 to 1.0, such Restricted Payment, together
     with the aggregate amount of all other Restricted Payments made by the
     Partnership and its Restricted



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<PAGE>



     Subsidiaries during the quarter in which such Restricted Payment is made,
     is less than the sum, without duplication, of (a) Available Cash
     constituting Cash from Operations as of the end of the immediately
     preceding quarter, plus (b) the aggregate net cash proceeds of any (i)
     substantially concurrent capital contribution to the Partnership from any
     Person (other than a Restricted Subsidiary of the Partnership) after the
     Issue Date, (ii) substantially concurrent issuance and sale after the Issue
     Date of Equity Interests (other than Disqualified Equity) of the
     Partnership or from the issuance or sale after the Issue Date of
     convertible or exchangeable Disqualified Equity or convertible or
     exchangeable debt securities of the Partnership that have been converted
     into or exchanged for such Equity Interests (other than Disqualified
     Equity), (iii) to the extent that any Restricted Investment that was made
     after the Issue Date is sold for cash or Cash Equivalents or otherwise
     liquidated or repaid for cash or Cash Equivalents, the lesser of the refund
     of capital or similar payment made in cash or Cash Equivalents with respect
     to such Restricted Investment (less the cost of such disposition, if any)
     and the initial amount of such Restricted Investment (other than to a
     Restricted Subsidiary of the Partnership), plus (c) the net reduction in
     Investments in Restricted Investments resulting from dividends, repayments
     of loans or advances, or other transfers of assets in each case to the
     Partnership or any of its Restricted Subsidiaries from any Person
     (including, without limitation, Unrestricted Subsidiaries) or from
     redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries to
     the extent such amounts have not been included in Available Cash
     constituting Cash from Operations for any quarter commencing on or after
     the Issue Date (items (b) and (c) being referred to as "Incremental
     Funds"), minus (d) the aggregate amount of Incremental Funds previously
     expended pursuant to this clause (A) or clause (B) below; or

          (B) if the Fixed Charge Coverage Ratio for the Partnership's four most
     recent fiscal quarters for which internal financial statements are
     available is less than 2.0 to 1.0, such Restricted Payment, together with
     the aggregate amount of all other Restricted Payments made by the
     Partnership and its Restricted Subsidiaries during the quarter in which
     such Restricted Payment is made, is less than the sum, without duplication,
     of (a) $60.0 million less the aggregate amount of all Restricted Payments
     made by the Partnership and its Restricted Subsidiaries pursuant to this
     clause (B)(a) during the period ending on the last day of the fiscal
     quarter of the Partnership immediately preceding the date of such
     Restricted Payment and beginning on the Issue Date, plus (b) Incremental
     Funds to the extent not previously expended pursuant to this clause (B) or
     clause (A) above.

For purposes of clauses (A) and (B) above, the term "substantially concurrent"
means that either (x) the offering was consummated within 120 days of the date
of determination or (y) the offering was consummated within 24 months of the
date of determination and the proceeds therefrom were used for the purposes
expressly stated in the documents related thereto and may be traced to such use
by segregating, separating or otherwise specifically identifying the movement of
such proceeds.



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<PAGE>



     (b) So long as no Default has occurred and is continuing or would be caused
thereby, the preceding provisions of this Section 4.08 shall not prohibit:

          (i) the payment by the Partnership or any of its Restricted
     Subsidiaries of any distribution or dividend within 60 days after the date
     of declaration thereof, if at said date of declaration such payment would
     have complied with the provisions of this Indenture;

          (ii) the redemption, repurchase, retirement, defeasance or other
     acquisition of any pari passu or subordinated Indebtedness of the
     Partnership or any of its Restricted Subsidiaries or of any Equity
     Interests of the Partnership or any of its Restricted Subsidiaries in
     exchange for, or out of the net cash proceeds of, a substantially
     concurrent (a) capital contribution to the Partnership or such Restricted
     Subsidiary from any Person (other than the Partnership or another
     Restricted Subsidiary) or (b) sale (a sale will be deemed substantially
     concurrent if such redemption, repurchase, retirement, defeasance or
     acquisition occurs not more than 120 days after such sale) (other than to a
     Restricted Subsidiary of the Partnership) of (i) Equity Interests (other
     than Disqualified Equity) of the Partnership or such Restricted Subsidiary
     or (ii) Indebtedness that is subordinated to the Notes or the Guarantees,
     provided that such new subordinated Indebtedness with respect to the
     redemption, repurchase, retirement, defeasance or other acquisition of pari
     passu or subordinated Indebtedness (W) is subordinated to the same extent
     as such refinanced subordinated Indebtedness, (X) has a Weighted Average
     Life to Maturity of at least the remaining Weighted Average Life to
     Maturity of the refinanced subordinated Indebtedness, (Y) is for the same
     principal amount as either such refinanced subordinated Indebtedness plus
     original issue discount to the extent not reflected therein or the
     redemption or purchase price of such Equity Interests (plus reasonable
     expenses of refinancing and any premiums paid on such refinanced
     subordinated Indebtedness) and (Z) is incurred by the Partnership or the
     Restricted Subsidiary that is the obligor on the Indebtedness so refinanced
     or the issuer of the Equity Interests so redeemed, repurchased or retired;
     provided, however, that the amount of any net cash proceeds that are
     utilized for any such redemption, repurchase or other acquisition or
     retirement shall be excluded or deducted from the calculation of Available
     Cash and Incremental Funds;

          (iii) the defeasance, redemption, repurchase or other acquisition of
     pari passu or subordinated Indebtedness of the Partnership or any
     Restricted Subsidiary with the net cash proceeds from an incurrence of
     Permitted Refinancing Indebtedness;

          (iv) the payment of any distribution or dividend by a Restricted
     Subsidiary to the Partnership or to the holders of the Equity Interests
     (other than Disqualified Equity) of such Restricted Subsidiary on a pro
     rata basis;

          (v) the repurchase, redemption or other acquisition or retirement for
     value of any Equity Interests of the Partnership or any of its Restricted


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<PAGE>


     Subsidiaries held by any member of the General Partner's or the
     Partnership's or any Restricted Subsidiary's management pursuant to any
     management equity subscription agreement or stock option agreement or to
     satisfy obligations under any Equity Interests appreciation rights or
     option plan or similar arrangement; provided that the aggregate price paid
     for all such repurchased, redeemed, acquired or retired Equity Interests
     shall not exceed $5.0 million in any 12-month period; and

          (vi) any payment by the Partnership pursuant to section 3.1(b) of the
     Management Agreement to compensate for certain tax liabilities resulting
     from certain allocated income.

     In computing the amount of Restricted Payments made for purposes of Section
4.08(a), Restricted Payments made under clauses (i) (but only if the declaration
of such dividend or other distribution has not been counted in a prior period)
and, to the extent of amounts paid to holders other than the Partnership or any
of its Restricted Subsidiaries, (iv) of this Section 4.08(b) shall be included,
and Restricted Payments made under clauses (ii), (iii), (v) and (vi) and, except
to the extent noted above, (iv) of this Section 4.08(b) shall not be included.
The amount of all Restricted Payments (other than cash) shall be the fair market
value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Partnership or such Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any assets or securities that are required to be valued by this
covenant shall be determined by the Board of Directors of the General Partner
whose resolution with respect thereto shall be delivered to the Trustee.

SECTION 4.09. INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF DISQUALIFIED EQUITY

     (a) The Partnership shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), and the Partnership will not issue any Disqualified Equity and will not
permit any of its Restricted Subsidiaries to issue any Disqualified Equity;
provided, however, that the Partnership and any Restricted Subsidiary may incur
Indebtedness (including Acquired Debt), and the Partnership and the Restricted
Subsidiaries may issue Disqualified Equity, if the Fixed Charge Coverage Ratio
for the Partnership's most recently ended four full fiscal quarters for which
internal financial statements are available immediately preceding the date on
which such additional Indebtedness is incurred or such Disqualified Equity is
issued would have been at least 2.25 to 1.0, determined on a pro forma basis
(including a pro forma application of the net proceeds therefrom), as if the
additional Indebtedness had been incurred, or the Disqualified Equity had been
issued, at the beginning of such four-quarter period.

     (b) Notwithstanding the prohibitions of Section 4.09(a), so long as no
Default or Event of Default shall have occurred and be continuing or would be
caused thereby, the Partnership and its Restricted Subsidiaries may incur any of
the following items of Indebtedness (collectively, "Permitted Debt"):


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<PAGE>



     (i) the incurrence by the Partnership and any of its Restricted
Subsidiaries of the Indebtedness under Credit Facilities and the guarantees
thereof; provided that the aggregate principal amount of all Indebtedness of the
Partnership and the Restricted Subsidiaries outstanding under all Credit
Facilities after giving effect to such incurrence does not exceed $1.2 billion
less the aggregate amount of all repayments of Indebtedness under a Credit
Facility that have been made by the Partnership or any of its Restricted
Subsidiaries with Net Proceeds from Asset Sales to the extent such repayments
constitute a permanent reduction of commitments under such Credit Facility;

     (ii) the incurrence by the Partnership and its Restricted Subsidiaries of
Existing Indebtedness;

     (iii) the incurrence by the Partnership and the Subsidiary Guarantors of
Indebtedness represented by the Notes and the Guarantees and the related
Obligations;

     (iv) the incurrence by the Partnership or any of its Restricted
Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage
financings or purchase money obligations, in each case, incurred for the purpose
of financing all or any part of the purchase price or cost of construction or
improvement of property, plant or equipment used in the business of the
Partnership or such Restricted Subsidiary, in an aggregate principal amount not
to exceed $20.0 million at any time outstanding;

     (v) the incurrence by the Partnership or any of its Restricted Subsidiaries
of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of
which are used to refund, refinance or replace, Indebtedness (other than
intercompany Indebtedness) that was not incurred in violation of this Indenture;

     (vi) the incurrence by the Partnership or any of its Restricted
Subsidiaries of intercompany Indebtedness between or among the Partnership and
any of its Restricted Subsidiaries; provided, however, that:

          (A) if the Partnership or any Subsidiary Guarantor is the obligor on
     such Indebtedness, such Indebtedness must be expressly subordinated to the
     prior payment in full in cash of all Obligations with respect to the Notes,
     in the case of the Partnership, or the Guarantee of such Subsidiary
     Guarantor, in the case of a Subsidiary Guarantor; and

          (B) (i) any subsequent issuance or transfer of Equity Interests that
     results in any such Indebtedness being held by a Person other than the
     Partnership or a Restricted Subsidiary thereof and (ii) any sale or other
     transfer of any such Indebtedness to a Person that is not either the
     Partnership or a Restricted Subsidiary thereof, shall be deemed, in each
     case, to constitute an incurrence of such Indebtedness by the Partnership


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<PAGE>



          or such Restricted Subsidiary, as the case may be, that was not
          permitted by this clause (vi);

          (vii) the incurrence by the Partnership or any of its Restricted
     Subsidiaries of Hedging Obligations that are incurred for the purpose of
     fixing or hedging foreign currency exchange rate risk of the Partnership or
     any Restricted Subsidiary or interest rate risk with respect to any
     floating rate Indebtedness of the Partnership or any Restricted Subsidiary
     that is permitted by the terms of this Indenture to be outstanding or
     commodities pricing risks of the Partnership or any Restricted Subsidiary
     in respect of hydrocarbon production from properties in which the
     Partnership or any of its Restricted Subsidiaries owns an interest;

          (viii) the guarantee by the Partnership or any of its Restricted
     Subsidiaries of Indebtedness of the Partnership or a Restricted Subsidiary
     of the Partnership that was permitted to be incurred by another provision
     of this covenant;

          (ix) bid, performance, surety and appeal bonds incurred in the
     ordinary course of business, including guarantees and standby letters of
     credit supporting such obligations, to the extent not drawn;

          (x) the incurrence by the Partnership or any of its Restricted
     Subsidiaries of additional Indebtedness in an aggregate principal amount
     (or accreted value, as applicable) at any time outstanding, including all
     Permitted Refinancing Indebtedness incurred to refund, refinance or replace
     any Indebtedness incurred pursuant to this clause (x), not to exceed $20.0
     million;

          (xi) the incurrence by the Partnership's Unrestricted Subsidiaries of
     Non-Recourse Debt; provided, however, that if any such Indebtedness ceases
     to be Non-Recourse Debt of an Unrestricted Subsidiary, such event shall be
     deemed to constitute an incurrence of Indebtedness by a Restricted
     Subsidiary of the Partnership that was not permitted by this clause (xi);

          (xii) the payment of interest on any Indebtedness in the form of
     additional Indebtedness with the same terms, and the payment of dividends
     on Disqualified Equity, in the form of additional shares of the same class
     of Disqualified Equity, provided, in each such case, that the amount
     thereof is included in Fixed Charges of the Partnership as so accrued,
     accredited or amortized; and

          (xiii) Indebtedness incurred by the Partnership or any of its
     Restricted Subsidiaries arising from agreements or their respective bylaws
     providing for indemnification, adjustment of purchase price or similar
     obligations.

     (c) For purposes of determining compliance with this Section 4.09, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in paragraphs (b)(i) through
(b)(xiii) above, or is entitled to be incurred pursuant to Section 4.09(a), the
Partnership shall be permitted to classify such item of



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<PAGE>



Indebtedness on the date of its incurrence in any manner that complies with this
Section 4.09. An item of Indebtedness may be divided and classified in one or
more of the types of Permitted Indebtedness.

SECTION 4.10. ANTI-LAYERING.

     The Issuers shall not incur, create, issue, assume, guarantee or otherwise
become liable for any Indebtedness that is subordinate or junior in right of
payment to any Senior Debt of either of the Issuers and senior in any respect in
right of payment to the Notes. No Subsidiary Guarantor shall incur, create,
issue, assume, guarantee or otherwise become liable for any Indebtedness that is
subordinate or junior in right of payment to any Senior Debt of such Subsidiary
Guarantor and senior in any respect in right of payment to such Subsidiary
Guarantor's Guarantee.

SECTION 4.11. LIENS.

     The Partnership shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist any Lien of any kind securing Indebtedness, Attributable Debt or trade
payables on any asset now owned or hereafter acquired, except Permitted Liens,
without making effective provision whereby all Obligations due under the Notes
and this Indenture or any Guarantee, as applicable, will be secured by a Lien
equally and ratably with any and all Obligations thereby secured for so long as
any such Obligations shall be so secured.

SECTION 4.12. DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES.

     The Partnership shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any encumbrance or restriction on the ability of any Restricted
Subsidiary to:

     (a) pay dividends or make any other distributions on its Equity Interests
to the Partnership or any of the Partnership's Restricted Subsidiaries, or with
respect to any other interest or participation in, or measured by, its profits,
or pay any indebtedness owed to the Partnership or any of the other Restricted
Subsidiaries;

     (b) make loans or advances to or make other investments in the Partnership
or any of the other Restricted Subsidiaries; or

     (c) transfer any of its properties or assets to the Partnership or any of
the other Restricted Subsidiaries.

The restrictions contained in the immediately preceding sentence will not apply
to encumbrances or restrictions existing under or by reason of:

          (i) agreements as in effect on the Issue Date and any amendments,
     modifications, restatements, renewals, increases, supplements, refundings,
     replacements or refinancings of any such agreements or any Existing


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<PAGE>



     Indebtedness to which such agreement relates, provided that such
     amendments, modifications, restatements, renewals, increases, supplements,
     refundings, replacements or refinancings are no more restrictive, taken as
     a whole, with respect to such distribution, dividend and other payment
     restrictions and loan or investment restrictions than those contained in
     such agreement, as in effect on the Issue Date;

          (ii) the Partnership Credit Facility and any amendments,
     modifications, restatements, renewals, increases, supplements, refundings,
     replacements or refinancings thereof, provided that such amendments,
     modifications, restatements, renewals, increases, supplements, refundings,
     replacements or refinancings are no more restrictive, taken as a whole,
     with respect to such distribution, dividend and other payment restrictions
     and loan or investment restrictions than those contained in such Credit
     Facility as in effect on the Issue Date;

          (iii) this Indenture, the Notes and the Guarantees;

          (iv) applicable law;

          (v) any instrument governing Indebtedness or Equity Interests of a
     Person acquired by the Partnership or any of its Restricted Subsidiaries as
     in effect at the time of such acquisition (except to the extent such
     Indebtedness was incurred in connection with or in contemplation of such
     acquisition), which encumbrance or restriction is not applicable to any
     Person, other than such Person, or the property or assets of such Person,
     so acquired, provided that, in the case of Indebtedness, such Indebtedness
     was permitted by the terms of this Indenture to be incurred;

          (vi) customary non-assignment provisions in licenses and leases
     entered in the ordinary course of business and consistent with past
     practices;

          (vii) purchase money obligations for property acquired in the ordinary
     course of business that impose restrictions on the property so acquired of
     the nature described in clause (c) of the preceding sentence;

          (viii) any agreement for the sale or other disposition of a Restricted
     Subsidiary that contains any one or more of the restrictions described in
     clauses (a) through (c) of the preceding sentence by such Restricted
     Subsidiary pending its sale or other disposition, provided that such sale
     or disposition is consummated, or such restrictions are canceled or
     terminated or lapse, within 90 days;

          (ix) Permitted Refinancing Indebtedness, provided that the
     restrictions contained in the agreements governing such Permitted
     Refinancing Indebtedness are no more restrictive, taken as a whole, than
     those contained in the agreements governing the Indebtedness being
     refinanced;



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<PAGE>



          (x) Liens securing Indebtedness otherwise permitted to be issued
     pursuant to the provisions of Section 4.11 that limit the right of the
     Partnership or any of its Restricted Subsidiaries to dispose of the assets
     subject to such Lien;

          (xi) any agreement or instrument relating to any property or assets
     acquired after the Issue Date, so long as such encumbrance or restriction
     relates only to the property or assets so acquired and is not and are not
     created in anticipation of such acquisitions;

          (xii) any agreement or instrument relating to any Acquired Debt of any
     Restricted Subsidiary at the date on which such Restricted Subsidiary was
     acquired by the Partnership or any Restricted Subsidiary (other than the
     Indebtedness incurred in anticipation of such acquisition and provided such
     encumbrances or restrictions extend only to property of such acquired
     Restricted Subsidiary);

          (xiii) any agreement or instrument governing Indebtedness permitted to
     be incurred under this Indenture, provided that the terms and conditions of
     any such restrictions and encumbrances, taken as a whole, are not
     materially more restrictive than those contained in this Indenture, taken
     as a whole;

          (xiv) provisions with respect to the disposition or distribution of
     assets or property in joint venture agreements and other similar
     agreements, including "clawback," "make-well" or "keep-well" agreements, to
     maintain financial performance or results of operations of a joint venture
     entered into in the ordinary course of business; and

          (xv) restrictions on cash or other deposits or net worth imposed by
     customers under contracts entered into in the ordinary course of business.

SECTION 4.13. TRANSACTIONS WITH AFFILIATES

     (a) The Partnership shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each, an "Affiliate Transaction"), unless:

     (i) such Affiliate Transaction is on terms that are no less favorable to
the Partnership or the relevant Restricted Subsidiary than those that would have
been obtained in a comparable transaction by the Partnership or such Restricted
Subsidiary with an unrelated Person; and

     (ii) the Partnership delivers to the Trustee:

          (A) with respect to any Affiliate Transaction or series of related
     Affiliate Transactions involving aggregate consideration in excess of $10.0
     million but less than or equal to $25.0 million, an Officers'



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<PAGE>



     Certificate certifying that such Affiliate Transaction complies with this
     covenant and that such Affiliate Transaction has been approved (either
     pursuant to specific or general resolutions) by the Board of Directors of
     the General Partner or has been approved by an officer pursuant to a
     delegation (specific or general) of authority from the Board of Directors
     of the General Partner; and

          (B) with respect to any Affiliate Transaction or series of related
     Affiliate Transactions involving aggregate consideration in excess of $25.0
     million, (I) a resolution of the Board of Directors of the General Partner
     set forth in an Officers' Certificate certifying that such Affiliate
     Transaction complies with this covenant and that such Affiliate Transaction
     has been approved by a majority of the disinterested members of the Board
     of Directors of the General Partner and (II) either (a) an opinion as to
     the fairness to the Partnership of such Affiliate Transaction from a
     financial point of view issued by an accounting, appraisal or investment
     banking firm of national standing recognized as an expert in rendering
     fairness opinions on transactions such as those proposed, (b) with respect
     to assets classified, in accordance with GAAP, as property, plant and
     equipment on the Partnership's or such Restricted Subsidiary's balance
     sheet, a written appraisal from a nationally recognized appraiser showing
     the assets have a fair market value not less than the consideration to be
     paid (provided that if the fair market value determined by such appraiser
     is a range of values or otherwise inexact, the Board of Directors of the
     General Partner shall determine the exact fair market value, provided that
     it shall be within the range so determined by the appraiser), (c) in the
     case of gathering, transportation, marketing, hedging, production handling,
     operating, construction, storage, platform use, or other operational
     contracts, any such contracts are entered into in the ordinary course of
     business on terms substantially similar to those contained in similar
     contracts entered into by the Partnership or any Restricted Subsidiary and
     third parties or, if none of the Partnership or any Restricted Subsidiary
     has entered into a similar contract with a third party, that the terms are
     no less favorable than those available from third parties on an
     arm's-length basis, as determined by the Board of Directors of the General
     Partner or (d) in the case of any transaction between the Partnership or
     any of its Restricted Subsidiaries and any Affiliate thereof in which the
     Partnership beneficially owns 50% or less of the Voting Stock and one or
     more Persons not Affiliated with the Partnership beneficially own
     (together) a percentage of Voting Stock at least equal to the interest in
     Voting Stock of such Affiliate beneficially owned by the Partnership, a
     resolution of the Board of Directors of the General Partner set forth in
     the Officers' Certificate certifying that such Affiliate Transaction
     complies with this covenant and that such Affiliate Transaction has been
     approved by a majority of the disinterested members of the Board of
     Directors of the General Partner. Even though a particular Affiliate
     Transaction or series of Affiliate Transactions may be covered by two or
     more of clauses (a)



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     through (d) above, the compliance with any one of such applicable clauses
     shall be satisfactory.

     (b) The following items shall not be deemed to be Affiliate Transactions
and, therefore, shall not be subject to the provisions of Section 4.13(a):

          (i) transactions pursuant to the Management Agreement as in effect on
     the date hereof;

          (ii) any employment, equity option or equity appreciation agreement or
     plan entered into by the Partnership or any of its Restricted Subsidiaries
     in the ordinary course of business and, as applicable, consistent with the
     past practice of the Partnership or such Restricted Subsidiary;

          (iii) transactions between or among the Partnership and/or its
     Restricted Subsidiaries;

          (iv) Restricted Payments that are permitted by Section 4.08;

          (v) transactions effected in accordance with the terms of agreements
     as in effect on the Issue Date;

          (vi) customary compensation, indemnification and other benefits made
     available to officers, directors or employees of the Partnership or a
     Restricted Subsidiary, including reimbursement or advancement of
     out-of-pocket expenses and provisions of officers' and directors' liability
     insurance; and

          (vii) loans to officers and employees made in the ordinary course of
     business in an aggregate amount not to exceed $1.0 million at any one time
     outstanding.

     SECTION 4.14. ADDITIONAL SUBSIDIARY GUARANTEES.

     If the Partnership or any of its Restricted Subsidiaries acquires or
creates another Restricted Subsidiary after the Issue Date that guarantees any
Indebtedness of either of the Issuers, then that newly acquired or created
Restricted Subsidiary must become a Subsidiary Guarantor and execute a
supplemental indenture satisfactory to the Trustee and deliver an Opinion of
Counsel to the Trustee within 10 Business Days of the date on which it was
acquired or created. If a Restricted Subsidiary that is not then a Subsidiary
Guarantor guarantees Indebtedness of either of the Issuers or any other
Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a
Guarantee. The Partnership will not permit any of its Restricted Subsidiaries,
directly or indirectly, to guarantee or pledge any assets to secure the payment
of any other Indebtedness of either Issuer unless such Restricted Subsidiary
simultaneously executes and delivers a supplemental indenture providing for the
guarantee of the payment of the Notes by such Restricted Subsidiary, which
Guarantee shall be senior to or pari passu with such Restricted Subsidiary's
guarantee of or pledge to secure such other Indebtedness, unless such other
Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be
subordinated to the guarantee of such Senior Debt to the same extent as the
Notes




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<PAGE>



are subordinated to such Senior Debt. Notwithstanding the foregoing, any
Guarantee of a Restricted Subsidiary that was incurred pursuant to this
paragraph shall provide by its terms that it shall be automatically and
unconditionally released upon the release or discharge of the guarantee which
resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee,
except a discharge or release by, or as a result of payment under, such
guarantee.

SECTION 4.15. DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES.

     The General Partner may designate any Restricted Subsidiary of the
Partnership to be an Unrestricted Subsidiary if that designation would not cause
a Default or Event of Default. If a Restricted Subsidiary is designated as an
Unrestricted Subsidiary, all outstanding Investments owned by the Partnership
and its Restricted Subsidiaries in the Subsidiary so designated will be deemed
to be an Investment made as of the time of such designation and will reduce the
amount available for Restricted Payments under Section 4.08(a), for Permitted
Investments or for Permitted Business Investments, as applicable. All such
outstanding Investments will be valued at their fair market value, as determined
by the Board of Directors of the General Partner, at the time of such
designation. That designation will only be permitted if such Restricted Payment,
Permitted Investments or Permitted Business Investments would be permitted under
this Indenture at that time and such Restricted Subsidiary otherwise complies
with the definition of an Unrestricted Subsidiary. All Subsidiaries of such an
Unrestricted Subsidiary shall be also thereafter constitute Unrestricted
Subsidiaries. A Subsidiary may not be designated as an Unrestricted Subsidiary
unless at the time of such designation, (x) it has no Indebtedness other than
Non-Recourse Debt; (y) no portion of the Indebtedness or any other obligation of
such Subsidiary (whether contingent or otherwise and whether pursuant to the
terms of such Indebtedness or the terms governing the organization and operation
of such Subsidiary or by law) (A) is guaranteed by the Partnership or any of its
other Restricted Subsidiaries, except as such Indebtedness is permitted by
Sections 4.08 and 4.09, (B) is recourse to or obligates the Partnership or any
of its Restricted Subsidiaries in any way (including any "claw-back",
"keep-well' or "make-well" agreements or other agreements, arrangements or
understandings to maintain the financial performance or results of operations of
such Subsidiary, except as such Indebtedness or Investment is permitted by
Sections 4.08 and 4.09), or (C) subjects any property or assets of the
Partnership or any of its other Restricted Subsidiaries, directly or indirectly,
contingently or otherwise, to the satisfaction thereof; and (z) no Equity
Interests of a Restricted Subsidiary are held by such Subsidiary, directly or
indirectly. Upon the designation of a Restricted Subsidiary that is a Subsidiary
Guarantor as an Unrestricted Subsidiary, the Guarantee of such entity shall be
released and the Trustee shall be authorized to take such actions as may be
appropriate to reflect such release.

     The Board of Directors of the General Partner may redesignate any
Unrestricted Subsidiary to be a Restricted Subsidiary if a Default or Event of
Default is not continuing, the redesignation would not cause a Default or Event
of Default and provided that, if at the time of such designation such Subsidiary
is a Subsidiary Guarantor, after giving effect to such designation, the
Partnership and its remaining Restricted Subsidiaries could incur at least $1.00
of additional Indebtedness under Section 4.09(a).



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SECTION 4.16. BUSINESS ACTIVITIES.

     The Partnership shall not, and shall not permit any of its Restricted
Subsidiaries to, engage in any business other than Permitted Businesses.

SECTION 4.17. SALE AND LEASEBACK TRANSACTIONS.

     The Partnership will not, and will not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; provided that
the Partnership or any Restricted Subsidiary that is a Subsidiary Guarantor may
enter into a sale and leaseback transaction if:

     (a) the Partnership or that Subsidiary Guarantor, as applicable, could have
(i) incurred Indebtedness in an amount equal to the Attributable Debt relating
to such sale and leaseback transaction under Section 4.09(a), and (ii) incurred
a Lien to secure such Indebtedness pursuant to Section 4.11; provided, however,
that clause (i) of this clause (a) shall be suspended during any period in which
the Partnership and the Restricted Subsidiaries are not subject to the Suspended
Covenants;

     (b) the gross cash proceeds of that sale and leaseback transaction are at
least equal to the fair market value, as determined in good faith by the Board
of Directors of the General Partner, of the property that is the subject of such
sale and leaseback transaction; and

     (c) the transfer of assets in that sale and leaseback transaction is
permitted by, and the Partnership applies the proceeds of such transaction in
compliance with, Section 4.07.

SECTION 4.18. PAYMENTS FOR CONSENT.

     The Partnership shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, pay or cause to be paid any consideration to or for the
benefit of any Holder of Notes for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture or the Notes
unless such considerations is offered to be paid and is paid to all Holders of
the Notes that consent, waive or agree to amend in the time frame set forth in
the solicitation documents relating to such consent, waiver or agreement.

SECTION 4.19. REPORTS.

     (a) Whether or not required by the SEC, so long as any Notes are
outstanding, the Partnership will file with the SEC (unless the SEC will not
accept such a filing) within the time periods specified in the SEC's rules and
regulations and, upon request, the Partnership will furnish the Trustee for
delivery to Holders upon their request:

          (i) all quarterly and annual financial information that would be
     required to be contained in a filing with the SEC on Forms 10-Q and 10-K if
     the Partnership were required to file such Forms, including a "Management's
     Discussion and Analysis of Financial Condition and Results of Operations"
     and, with respect to the annual information only, a report on the annual
     financial statements by the Partnership's certified independent
     accountants; and



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<PAGE>



          (ii) all current reports that would be required to be filed with the
     SEC on Form 8-K if the Partnership were required to file such reports.

     (b) If at the end of any such quarterly or annual period referred to in
Section 4.19(a), the Partnership has designated any of its Subsidiaries as
Unrestricted Subsidiaries, then the Partnership shall deliver (promptly after
such SEC filing referred to in Section 4.19(a)) to the Trustee for delivery to
the Holders of the Notes quarterly and annual financial information required by
Section 4.19(a) as revised to include a reasonably detailed presentation, either
on the face of the financial statements or in the footnotes thereto, and in
Management's Discussion and Analysis of Financial Condition and Results of
Operations, of the financial condition and results of operations of the
Partnership and its Restricted Subsidiaries separate from the financial
condition and results of operations of the Unrestricted Subsidiaries of the
Partnership and the designated Joint Ventures of the Partnership.

     (c) In addition, whether or not required by the SEC, the Partnership will
make such information available to securities analysts, investors and
prospective investors upon request. In addition, upon request the Partnership
shall furnish the Trustee such other non-confidential information, documents and
other reports which the Partnership is required to file with the SEC pursuant to
Section 13 or Section 15(d) of the Exchange Act.

     (d) For so long as any Series A Notes remain outstanding (unless the
Partnership is subject to the reporting requirements of the Exchange Act), the
Partnership and the Securities Guarantors shall furnish to the Holders thereof,
upon their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act to the extent such information is not
provided pursuant to Sections 4.19(a) and 4.19(b).

     (e) Delivery of reports, information and documents to the Trustee pursuant
to this Section 4.19 is for informational purposes only and the Trustee's
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Partnership's compliance with any of its covenants hereunder (as to which
the Trustee is entitled to rely exclusively on Officers' Certificates).

SECTION 4.20. SUSPENSION OF COVENANTS.

     During any period of time that the Notes have an Investment Grade Rating
from both Rating Agencies and no Default has occurred and is continuing, the
Partnership and the Restricted Subsidiaries shall not be subject to Sections
4.07, 4.08, 4.09, 4.12, 4.13, 4.17(a)(i) and 5.01(a)(iv)(B) (collectively, the
"Suspended Covenants"); provided, however, that if the Partnership and the
Restricted Subsidiaries are not subject to the Suspended Covenants for any
period of time as a result of this Section 4.20 and, subsequently, either of the
Rating Agencies withdraws its ratings or downgrades the ratings assigned to the
Notes below the Investment Grade Ratings so that the Notes do not have an
Investment Grade Rating from both Rating Agencies, or a Default (other than with
respect to the Suspended Covenants) occurs and is continuing, the Issuers and
the Restricted Subsidiaries shall thereafter again be subject to the Suspended
Covenants, subject to the terms, conditions and obligations set forth in this
Indenture (each such date of reinstatement being the "Reinstatement Date").
Compliance with the Suspended Covenants with respect to Restricted Payments made
after the Reinstatement Date



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<PAGE>



shall be calculated in accordance with Section 4.08 as though Section 4.08 had
been in effect during the entire period of time from which the Notes are issued.

                                   ARTICLE 5
                                  SUCCESSORS

SECTION 5.01. MERGER, CONSOLIDATION, OR SALE OF ASSETS.

     (a) Neither of the Issuers may, directly or indirectly: (x) consolidate or
merge with or into another Person (whether or not such Issuer is the survivor);
or (y) sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its properties or assets, in one or more related
transactions, to another Person; unless:

          (i) either: (A) such Issuer is the surviving entity; or (B) the Person
     formed by or surviving any such consolidation or merger (if other than such
     Issuer) or to which such sale, assignment, transfer, lease, conveyance or
     other disposition shall have been made is an entity organized or existing
     under the laws of the United States, any state thereof or the District of
     Columbia (provided that El Paso Finance may not consolidate or merge with
     or into any entity other than a corporation satisfying such requirement for
     so long as the Partnership remains a partnership);

          (ii) the Person formed by or surviving any such consolidation or
     merger (if other than such Issuer) or the Person to which such sale,
     assignment, transfer, lease, conveyance or other disposition shall have
     been made expressly assumes all the obligations of such Issuer under the
     Notes and this Indenture pursuant to agreements reasonably satisfactory to
     the Trustee;

          (iii) immediately after such transaction no Default or Event of
     Default exists;

          (iv) such Issuer or the Person formed by or surviving any such
     consolidation or merger (if other than such Issuer):

               (A) shall have Consolidated Net Worth immediately after the
          transaction equal to or greater than the Consolidated Net Worth of
          such Issuer immediately preceding the transaction; and

               (B) shall, on the date of such transaction after giving pro forma
          effect thereto and any related financing transactions as if the same
          had occurred at the beginning of the applicable four-quarter period,
          be permitted to incur at least $1.00 of additional Indebtedness
          pursuant to the Fixed Charge Coverage Ratio test set forth in Section
          4.09(a); provided, however, that this clause (B) shall be suspended
          during any period in which the Partnership and the Restricted
          Subsidiaries are not subject to the Suspended Covenants; and



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               (C) has delivered to the Trustee an Officers' Certificate and an
          Opinion of Counsel, each stating that such consolidation, merger or
          transfer and, if a supplemental indenture is required, such
          supplemental indenture comply with this Indenture and all conditions
          precedent therein relating to such transaction have been satisfied.

     (b) Notwithstanding Section 5.01(a), the Partnership is permitted to
reorganize as any other form of entity in accordance with the procedures
established in this Indenture; provided that:

          (i) the reorganization involves the conversion (by merger, sale,
     contribution or exchange of assets or otherwise) of the Partnership into a
     form of entity other than a limited partnership formed under Delaware law;

          (ii) the entity so formed by or resulting from such reorganization is
     an entity organized or existing under the laws of the United States, any
     state thereof or the District of Columbia;

          (iii) the entity so formed by or resulting from such reorganization
     assumes all of the obligations of the Partnership under the Notes and this
     Indenture pursuant to agreements reasonably satisfactory to the Trustee;

          (iv) immediately after such reorganization no Default or Event of
     Default exists; and

          (v) such reorganization is not adverse to the Holders of the Notes
     (for purposes of this clause (v) it is stipulated that such reorganization
     shall not be considered adverse to the Holders of the Notes solely because
     the successor or survivor of such reorganization (1) is subject to federal
     or state income taxation as an entity or (2) is considered to be an
     "includible corporation" of an affiliated group of corporations within the
     meaning of Section 1504(b)(i) of the Code or any similar state or local
     law).

     (c) Section 5.01(a) shall not apply to a merger or consolidation or any
sale, assignment, transfer, lease, conveyance or other disposition of assets
between or among the Partnership and any of its Restricted Subsidiaries.

     (d) No Subsidiary Guarantor may consolidate with or merge with or into
(whether or not such Subsidiary Guarantor is the surviving Person) another
Person, whether or not affiliated with such Subsidiary Guarantor, but excluding
the Partnership or another Subsidiary Guarantor, unless (i) subject to the
provisions of Section 5.01(e), the Person formed by or surviving any such
consolidation or merger (if other than such Subsidiary Guarantor) assumes all
the obligations of such Subsidiary Guarantor pursuant to the Subsidiary
Guarantor's Guarantee of the Notes and the Indenture pursuant to a supplemental
indenture and (ii) immediately after giving effect to such transaction, no
Default or Event of Default exists. Any Subsidiary Guarantor may be merged or
consolidated with or into any one or more Subsidiary Guarantors.



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     (e) In the event of a sale or other disposition of all or substantially all
of the assets of any Subsidiary Guarantor, by way of merger, consolidation or
otherwise, or a sale or other disposition of all or substantially all of the
Equity Interests of any Subsidiary Guarantor, then such Subsidiary Guarantor (in
the event of a sale or other disposition, by way of such a merger, consolidation
or otherwise, of all of the Equity Interests of such Subsidiary Guarantor) or
the Person acquiring the property (in the event of a sale or other disposition
of all or substantially all of the assets of such Subsidiary Guarantor) will be
released and relieved of any obligations under its Guarantee; provided that the
Partnership applies the Net Proceeds of such sale or other disposition in
accordance with the provisions set forth under Sections 3.09 and 4.07.

SECTION 5.02. SUCCESSOR ENTITY SUBSTITUTED.

     (a) Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of an Issuer in accordance with Section 5.01 hereof, the surviving entity formed
by such consolidation or into or with which such Issuer is merged or to which
such sale, assignment, transfer, lease, conveyance or other disposition is made
shall succeed to, and be substituted for (so that from and after the date of
such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Partnership" or "El Paso
Finance," as the case may be, shall refer instead to the surviving entity and
not to the Partnership or El Paso Finance, as the case may be), and may exercise
every right and power of the Partnership or El Paso Finance, as the case may be,
under this Indenture with the same effect as if such successor Person had been
named as an Issuer herein; provided, however, that the predecessor shall not be
relieved from the obligation to pay the principal of and interest on the Notes
except in the case of a sale of all of an Issuer's assets that meets the
requirements of Section 5.01 hereof.

     (b) If the surviving entity shall have succeeded to and been substituted
for an Issuer, such surviving entity may cause to be signed, and may issue
either in its own name or in the name of the applicable Issuer prior to such
succession any or all of the Notes issuable hereunder which theretofore shall
not have been signed by such Issuer and delivered to the Trustee; and, upon the
order of such surviving entity, instead of such Issuer, and subject to all the
terms, conditions and limitations in this Indenture prescribed, the Trustee
shall authenticate and shall deliver any Notes which previously shall have been
signed and delivered by the Officers of such Issuer to the Trustee for
authentication, and any Notes which such surviving entity thereafter shall cause
to be signed and delivered to the Trustee for that purpose (in each instance
with notations of Guarantees thereon by the Subsidiary Guarantors). All of the
Notes so issued and so endorsed shall in all respects have the same legal rank
and benefit under this Indenture as the Notes theretofore or thereafter issued
and endorsed in accordance with the terms of this Indenture and the Guarantees
as though all such Notes had been issued and endorsed at the date of the
execution hereof.

     (c) In case of any such consolidation, merger, continuance, sale, transfer,
conveyance or other disposal, such changes in phraseology and form (but not in
substance) may be made in the Notes thereafter to be issued or the Guarantees to
be endorsed thereon as may be appropriate.



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<PAGE>



     (d) For all purposes of this Indenture and the Notes, Subsidiaries of any
surviving entity will, upon such transaction or series of transactions, become
Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to
this Indenture and all Indebtedness, and all Liens on property or assets, of the
surviving entity and its Restricted Subsidiaries immediately prior to such
transaction or series of transactions shall be deemed to have been incurred upon
such transaction or series of transactions.

                                   ARTICLE 6
                              DEFAULTS AND REMEDIES

SECTION 6.01. EVENTS OF DEFAULT.

     Each of the following is an Event of Default:

     (a) default for 30 days in the payment when due of interest on, or
Liquidated Damages with respect to, the Notes, whether or not prohibited by the
subordination provisions of this Indenture;

     (b) default in payment when due of the principal of or premium, if any, on
the Notes, whether or not prohibited by the subordination provisions of this
Indenture;

     (c) failure by the Partnership or any of its Restricted Subsidiaries to
comply with the provisions described under Sections 3.09, 4.06, and 4.07 hereof;

     (d) failure by the Partnership or any of its Restricted Subsidiaries to
comply with any of the other agreements in this Indenture for 60 days after
notice to the Issuers by the Trustee or to the Issuers and Trustee by Holders of
at least 25% in aggregate principal amount of the Notes then outstanding
(provided that no such notice need be given, and an Event of Default shall
occur, 60 days after a failure to comply with the covenants in Section 4.08,
4.09 or 5.01 hereof, unless theretofore cured);

     (e) default under any mortgage, indenture or instrument under which there
may be issued or by which there may be secured or evidenced any Indebtedness for
money borrowed by either Issuer or any of the Restricted Subsidiaries of the
Partnership (or the payment of which is guaranteed by either Issuer or any of
such Restricted Subsidiaries), whether such Indebtedness or guarantee now exists
or is created after the date of this Indenture, if that default:

          (i) is caused by a failure to pay principal of or premium, if any, or
     interest on such Indebtedness prior to the expiration of the grace period
     provided in such Indebtedness on the date of such default (a "Payment
     Default"); or

          (ii) results in the acceleration of such Indebtedness prior to its
     express maturity,

and, in each case, the principal amount of any such Indebtedness, together with
the principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates
$20.0 million or more;


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     (f) failure by an Issuer or any Restricted Subsidiary of the Partnership to
pay final judgments aggregating in excess of $10.0 million, which judgments are
not paid, discharged or stayed for a period of 60 days;

     (g) except as permitted by this Indenture, any Guarantee shall be held in
any judicial proceeding to be unenforceable or invalid or shall cease for any
reason to be in full force and effect or any Subsidiary Guarantor, or any Person
acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm its
obligations under its Guarantee;

     (h) either Issuer or any Restricted Subsidiary of the Partnership that is a
Significant Subsidiary or any group of Restricted Subsidiaries of the
Partnership that, taken as a whole, would constitute a Significant Subsidiary,
pursuant to or within the meaning of Bankruptcy Law:

          (i) commences a voluntary case,

          (ii) consents to the entry of an order for relief against it in an
     involuntary case,

          (iii) consents to the appointment of a custodian of it or for all or
     substantially all of its property,

          (iv) makes a general assignment for the benefit of its creditors, or

          (v) generally is not paying its debts as they become due; and

     (i) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that:

          (i) is for relief against an Issuer or any Restricted Subsidiary of
     the Partnership that is a Significant Subsidiary or any group of Restricted
     Subsidiaries of the Partnership that, taken as a whole, would constitute a
     Significant Subsidiary in an involuntary case;

          (ii) appoints a custodian of an Issuer or any Restricted Subsidiary of
     the Partnership that is a Significant Subsidiary or any group of Restricted
     Subsidiaries of the Partnership that, taken as a whole, would constitute a
     Significant Subsidiary or for all or substantially all of the property of
     an Issuer or any Restricted Subsidiary of the Partnership that is a
     Significant Subsidiary or any group of Restricted Subsidiaries of the
     Partnership that, taken as a whole, would constitute a Significant
     Subsidiary; or

          (iii) orders the liquidation of an Issuer or any Restricted Subsidiary
     of the Partnership that is a Significant Subsidiary or any group of
     Restricted Subsidiaries of the Partnership that, taken as a whole, would
     constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days.


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SECTION 6.02. ACCELERATION.

     If any Event of Default (other than an Event of Default specified in
clauses (h) or (i) of Section 6.01 hereof) occurs and is continuing, the Trustee
or the Holders of at least 25% in principal amount of the then outstanding Notes
may declare all the Notes to be due and payable immediately. Upon any such
declaration, the Notes shall become due and payable immediately. Notwithstanding
the foregoing, if an Event of Default specified in clause (h) or (i) of Section
6.01 hereof occurs, all outstanding Notes shall be due and payable immediately
without further action or notice. Notwithstanding the foregoing, so long as any
Credit Facility shall be in full force and effect, if an Event of Default
pursuant to clause (e) of Section 6.01 with regard to such Credit Facility shall
have occurred and be continuing, the Notes shall not become due and payable
until the earlier to occur of (x) five Business Days following delivery of
written notice of such acceleration of the Notes to the agent under such Credit
Facility and (y) the acceleration of any Indebtedness under such Credit
Facility. The Holders of a majority in aggregate principal amount of the then
outstanding Notes by written notice to the Trustee may on behalf of all of the
Holders rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, interest or premium that has become due solely
because of the acceleration) have been cured or waived.

SECTION 6.03. OTHER REMEDIES.

     If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal, premium, if any, and
interest (and Liquidated Damages, if any) on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.

     The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder of a Note in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

SECTION 6.04. WAIVER OF PAST DEFAULTS.

     Holders of not less than a majority in aggregate principal amount of the
then outstanding Notes by notice to the Trustee may on behalf of the Holders of
all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium and/or interest, if any, or Liquidated
Damages, if any, on, the Notes (including in connection with an offer to
purchase) (provided, however, that the Holders of a majority in aggregate
principal amount of the then outstanding Notes may rescind an acceleration and
its consequences, including any related payment default that resulted from such
acceleration). Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.


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SECTION 6.05. CONTROL BY MAJORITY.

     Holders of a majority in principal amount of the then outstanding Notes may
direct the time, method and place of conducting any proceeding for exercising
any remedy available to the Trustee or exercising any trust or power conferred
on it. However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture that the Trustee determines may be unduly prejudicial
to the rights of other Holders of Notes or that may involve the Trustee in
personal liability.

SECTION 6.06. LIMITATION ON SUITS.

     A Holder of a Note may pursue a remedy with respect to this Indenture or
the Notes only if:

     (a) the Holder of a Note gives to the Trustee written notice of a
continuing Event of Default;

     (b) the Holders of at least 25% in principal amount of the then outstanding
Notes make a written request to the Trustee to pursue the remedy;

     (c) such Holder of a Note or Holders of Notes offer and, if requested,
provide to the Trustee indemnity satisfactory to the Trustee against any loss,
liability or expense;

     (d) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of
indemnity; and

     (e) during such 60-day period the Holders of a majority in principal amount
of the then outstanding Notes do not give the Trustee a direction inconsistent
with the request.

     A Holder of a Note may not use this Indenture to prejudice the rights of
another Holder of a Note or to obtain a preference or priority over another
Holder of a Note.

SECTION 6.07. RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

     Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium and interest and
Liquidated Damages, if any, on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase), or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.

SECTION 6.08. COLLECTION SUIT BY TRUSTEE.

     If an Event of Default specified in Section 6.01(a) or (b) occurs and is
continuing, the Trustee is authorized to recover a judgment in its own name and
as trustee of an express trust against the Issuers for the whole amount of
principal of, premium and interest and Liquidated Damages, if any, remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and




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expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

SECTION 6.09. TRUSTEE MAY FILE PROOFS OF CLAIM.

     The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to an Issuer
or any of the Subsidiary Guarantors (or any other obligor upon the Notes), its
creditors or its property and shall be entitled and empowered to collect,
receive and distribute any money or other property payable or deliverable on any
such claims and any custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To
the extent that the payment of any such compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 7.07 hereof out of the estate in any such proceeding,
shall be denied for any reason, payment of the same shall be secured by a Lien
on, and shall be paid out of, any and all distributions, dividends, money,
securities and other properties that the Holders may be entitled to receive in
such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10. PRIORITIES.

     If the Trustee collects any money pursuant to this Article, it shall pay
out the money in the following order:

     First: to the Trustee, its agents and attorneys for amounts due under
Section 7.07 hereof, including payment of all compensation, expense and
liabilities incurred, and all advances made, by the Trustee and the costs and
expenses of collection;

     Second: subject to the subordination provisions of this Indenture, to
Holders of Notes for amounts due and unpaid on the Notes for principal, premium
and Liquidated Damages, if any, and interest, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Notes for
principal, premium and Liquidated Damages, if any and interest, respectively;
and

     Third: to the Issuers or the Subsidiary Guarantors or to such other party
as a court of competent jurisdiction shall direct.

     The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.


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SECTION 6.11. UNDERTAKING FOR COSTS.

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as a
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees and
expenses against any party litigant in the suit, having due regard to the merits
and good faith of the claims or defenses made by the party litigant. This
Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a
Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.

                                   ARTICLE 7
                                    TRUSTEE

SECTION 7.01. DUTIES OF TRUSTEE.

     (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in its exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

     (b) Except during the continuance of an Event of Default:

          (i) the duties of the Trustee shall be determined solely by the
     express provisions of this Indenture and the Trustee need perform only
     those duties that are specifically set forth in this Indenture and no
     others, and no implied covenants or obligations shall be read into this
     Indenture against the Trustee; and

          (ii) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture. However,
     in the case of any such certificates or opinions which by any provision
     hereof are specifically required to be furnished to the Trustee, the
     Trustee shall be under a duty to examine the same to determine whether or
     not they conform to the requirements of this Indenture (but need not
     confirm or investigate the accuracy of mathematical calculations or other
     facts stated therein).

     (c) The Trustee may not be relieved from liabilities for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:

          (i) this paragraph does not limit the effect of paragraph (b) of this
     Section;

          (ii) the Trustee shall not be liable for any error of judgment made in
     good faith by a Responsible Officer, unless it is proved that the Trustee
     was negligent in ascertaining the pertinent facts; and



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<PAGE>



          (iii) the Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to any provision of this Indenture relating to the
     time, method and place of conducting any proceeding or remedy available to
     the Trustee, or exercising any trust or power conferred upon the Trustee
     under this Indenture.

     (d) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), and (c) of this Section.

     (e) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability. The Trustee shall
be under no obligation to exercise any of its rights and powers under this
Indenture at the request of any Holders, unless such Holder shall have offered
to the Trustee security and indemnity satisfactory to it against any claim,
loss, liability or expense.

     (f) The Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree in writing with the Partnership or El Paso
Finance. Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law.

SECTION 7.02. RIGHTS OF TRUSTEE.

     (a) Subject to the provisions of Section 7.01(a) hereof, the Trustee may
conclusively rely upon any document believed by it to be genuine and to have
been signed or presented by the proper Person. The Trustee need not investigate
any fact or matter stated in the document.

     (b) Before the Trustee acts or refrains from acting in the administration
of this Indenture, it may require an Officers' Certificate or an Opinion of
Counsel or both. The Trustee shall not be liable for any action it takes or
omits to take in good faith in reliance on such Officers' Certificate or Opinion
of Counsel. The Trustee may consult with counsel of its selection and the advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection from liability in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon.

     (c) The Trustee may execute any of its trusts or powers or perform any
duties under this Indenture either directly by or through agents or attorneys,
and may in all cases pay, subject to reimbursement as provided herein, such
reasonable compensation as it deems proper to all such agents and attorneys
employed or retained by it, and the Trustee shall not be responsible for any
misconduct or negligence of any agent or attorney appointed with due care.

     (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

     (e) Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice from an Issuer or any Subsidiary Guarantor shall be
sufficient if signed by an Officer of the Partnership or the General Partner (in
the case of the Partnership), by an Officer of


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the General Partner (in the case of the General Partner) or by an Officer of El
Paso Finance or any Subsidiary Guarantor (in the case of El Paso Finance or such
Subsidiary Guarantor).

     (f) The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the claims, costs, expenses and liabilities that
might be incurred by it in compliance with such request or direction.

     (g) The Trustee is not required to make any inquiry or investigation into
facts or matters stated in any document but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may
see fit and, if the Trustee determines to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Issuers.

     (h) The Trustee is not required to take notice or shall not be deemed to
have notice of any Default or Event of Default hereunder except Defaults or
Events of Default under Sections 6.01(a) and 6.01(b) hereof, unless a
Responsible Officer of the Trustee has actual knowledge thereof or has received
notice in writing of such Default or Event of Default from the Issuers or the
Holders of at least 25% in aggregate principal amount of the Notes then
outstanding, and in the absence of any such notice, the Trustee may conclusively
assume that no such Default or Event of Default exists.

     (i) The Trustee is not required to give any bond or surety with respect to
the performance of its duties or the exercise of its powers under this
Indenture.

     (j) In the event the Trustee receives inconsistent or conflicting requests
and indemnity from two or more groups of Holders of Notes, each representing
less than the aggregate principal amount of Notes outstanding required to take
any action hereunder, the Trustee, in its sole discretion may determine what
action, if any, shall be taken.

     (k) The Trustee's immunities and protections from liability and its right
to indemnification in connection with the performance of its duties under this
Indenture shall extend to the Trustee's officers, directors, agents, attorneys
and employees. Such immunities and protections and right to indemnification,
together with the Trustee's right to compensation, shall survive the Trustee's
resignation of removal, the discharge of this Indenture and final payments of
the Notes.

     (l) The permissive right of the Trustee to take actions permitted by this
Indenture shall not be construed as an obligation or duty to do so.

     (m) Except for information provided by the Trustee concerning the Trustee,
the Trustee shall have no responsibility for any information and any offering
memorandum, disclosure material or prospectus distributed with respect to the
Notes.



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<PAGE>



SECTION 7.03. INDIVIDUAL RIGHTS OF TRUSTEE.

     The Trustee in its commercial banking or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Issuers, any
Subsidiary Guarantors or any Affiliate of the Partnership with the same rights
it would have if it were not Trustee. Any Affiliate of the Trustee or Agent may
do the same with like rights and duties. However, in the event that the Trustee
acquires any conflicting interest (as defined in the TIA) it must eliminate such
conflict within 90 days, apply to the SEC for permission to continue as trustee
or resign. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

SECTION 7.04. TRUSTEE'S DISCLAIMER.

     The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture, the Notes or the Guarantees, it
shall not be accountable for the Issuers' use of the proceeds from the Notes or
any money paid to an Issuer or upon an Issuer's direction under any provision of
this Indenture, it shall not be responsible for the use or application of any
money received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

SECTION 7.05. NOTICE OF DEFAULTS.

     If a Default or Event of Default known to the Trustee occurs, the Trustee
shall mail to Holders of Notes a notice of the Default or Event of Default
within 90 days after it occurs. Except in the case of a Default or Event of
Default in payment of principal of, premium, if any, or interest or Liquidated
Damages, if any, on any Note, the Trustee may withhold the notice if and so long
as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Notes.

SECTION 7.06. REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

     Within 60 days after each May 15 beginning with the May 15 following the
date of this Indenture, and for so long as Notes remain outstanding, the Trustee
shall mail to the Holders of the Notes a brief report dated as of such reporting
date that complies with TIA Section 313(a) (but if no event described in TIA
Section 313(a) has occurred within the twelve months preceding the reporting
date, no report need be transmitted). The Trustee also shall comply with TIA
Section 313(b)(2). The Trustee shall also transmit by mail all reports as
required by TIA Section 313(c).

     A copy of each report at the time of its mailing to the Holders of Notes
shall be mailed to the Partnership and filed with the SEC and each stock
exchange on which the Notes are listed in accordance with TIA Section 313(d).
The Issuers shall promptly notify the Trustee when the Notes are listed on any
stock exchange.



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<PAGE>



SECTION 7.07. COMPENSATION AND INDEMNITY.

     The Issuers and the Subsidiary Guarantors shall pay to the Trustee from
time to time such compensation as shall be agreed upon in writing between the
Issuers and the Trustee for its acceptance of this Indenture and services
hereunder. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Issuers and the Subsidiary
Guarantors shall reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel.

     The Issuers and the Subsidiary Guarantors shall indemnify each of the
Trustee or any successor Trustee against any and all losses, damages, claims,
liabilities or expenses (including reasonable attorneys' fees and expenses)
incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including the costs and
expenses of enforcing this Indenture against either of the Issuers or any
Subsidiary Guarantor (including this Section 7.07) and defending itself against
any claim (whether asserted by an Issuer, any Subsidiary Guarantor, or any
Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to its negligence or bad
faith. The Trustee shall notify the Issuers promptly of any claim for which it
may seek indemnity. Failure by the Trustee to so notify the Issuers shall not
relieve the Issuers and the Subsidiary Guarantors of their obligations
hereunder. The Issuers and the Subsidiary Guarantors shall defend the claim and
the Trustee shall cooperate in the defense. The Trustee may have separate
counsel and the Issuers and the Subsidiary Guarantors shall pay the reasonable
fees and expenses of such separate counsel. The Issuers and the Subsidiary
Guarantors need not pay for any settlement made without their consent, which
consent shall not be unreasonably withheld.

     The obligations of the Issuers and the Subsidiary Guarantors under this
Section 7.07 shall survive the satisfaction and discharge of this Indenture.

     To secure the Issuers' and the Subsidiary Guarantors' payment obligations
in this Section, the Trustee shall have a Lien (which it may exercise through
right of set-off) prior to the Notes on all money or property held or collected
by the Trustee, except that held in trust to pay principal, premium, if any, and
Liquidated Damages, if any, and interest on particular Notes. Such Lien shall
survive the satisfaction and discharge of this Indenture.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(h) or (i) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

     The Trustee shall comply with the provisions of TIA Section 313(b)(2) to
the extent applicable.



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<PAGE>



SECTION 7.08. REPLACEMENT OF TRUSTEE.

     A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

     The Trustee may resign in writing at any time and be discharged from the
trust hereby created by so notifying the Issuers. The Holders of Notes of a
majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Issuers in writing. The Issuers may
remove the Trustee if:

     (a) the Trustee fails to comply with Section 7.10 hereof;

     (b) the Trustee is adjudged a bankrupt or an insolvent or an order for
relief is entered with respect to the Trustee under any Bankruptcy Law;

     (c) a custodian or public officer takes charge of the Trustee or its
property; or

     (d) the Trustee becomes incapable of acting.

     If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Issuers shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Issuers.

     If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Issuers, any
Subsidiary Guarantor or the Holders of Notes of at least 10% in principal amount
of the then outstanding Notes may petition any court of competent jurisdiction
for the appointment of a successor Trustee.

     If the Trustee, after written request by any Holder of a Note who has been
a Holder of a Note for at least six months, fails to comply with Section 7.10,
such Holder of a Note may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Issuers. Thereupon, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Holders of the Notes. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section
7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Issuers' and the Subsidiary Guarantors' obligations under Section 7.07
hereof shall continue for the benefit of the retiring Trustee.


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<PAGE>



SECTION 7.09. SUCCESSOR TRUSTEE BY MERGER, ETC.

     If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee.

SECTION 7.10. ELIGIBILITY; DISQUALIFICATION.

     There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trust powers, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $50 million
as set forth in its most recent published annual report of condition.

     This Indenture shall always have a Trustee who satisfies the requirements
of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to TIA Section
310(b), provided, however, that there shall be excluded from the operation of
TIA Section 310(b)(l) any indenture or indentures under which other securities
or certificates of interest or participation in other securities of the Issuers
are outstanding if the requirements of such exclusion set forth in TIA Section
310(b)(l) are met. For purposes of the preceding sentence, the optional
provision permitted by the second sentence of Section 310(b)(9) of the Trust
Indenture Act shall be applicable.

SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUERS.

     The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                   ARTICLE 8

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01. OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.


     The Issuers may, at the option of the Board of Directors of the General
Partner (in the case of the Partnership) or of the Board of Directors of El Paso
Finance (in the case of El Paso Finance) evidenced by a resolution set forth in
an Officers' Certificate, at any time, elect to have either Section 8.02 or 8.03
hereof be applied to all outstanding Notes upon compliance with the conditions
set forth below in this Article 8.

SECTION 8.02. LEGAL DEFEASANCE AND DISCHARGE.

     Upon the Issuers' exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Issuers and the Subsidiary Guarantors
shall, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be deemed to have been discharged from their respective Obligations and
certain other obligations with respect to all outstanding Notes and Guarantees,
as applicable, on the date the conditions set forth below are satisfied
(hereinafter,



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<PAGE>



"Legal Defeasance"). For this purpose, Legal Defeasance means that the Issuers
and the Subsidiary Guarantors shall be deemed to have paid and discharged the
entire Indebtedness represented by the outstanding Notes, which shall thereafter
be deemed to be "outstanding" only for the purposes of Section 8.05 hereof and
the other Sections of this Indenture referred to in clauses (a) and (b) of this
sentence below, and to have satisfied all its other obligations under such Notes
and this Indenture (and the Trustee, on demand of and at the expense of the
Issuers, shall execute proper instruments acknowledging the same), except for
the following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Notes to receive
solely from the trust fund described in Section 8.04 hereof, and as more fully
set forth in such Section, payments in respect of the principal of, premium, if
any, and interest and Liquidated Damages, if any, on such Notes when such
payments are due (but not the Change of Control Payment or the payment pursuant
to the Asset Sale Offer), (b) the Issuers' obligations with respect to such
Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.10 and 4.02 hereof, (c) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Issuers' and the Subsidiary Guarantors' obligations in connection therewith, (d)
the Issuers' rights of optional redemption and (e) this Article 8. Subject to
compliance with this Article 8, the Issuers may exercise the option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03
hereof.

SECTION 8.03. COVENANT DEFEASANCE.

     Upon the Issuers' exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Issuers and the Subsidiary Guarantors
shall, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be released from its obligations under the covenants contained in
Sections 3.09, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16,
4.17, 4.19 and 5.01(a)(iv) hereof and any covenant added to this Indenture
subsequent to the Issue Date pursuant to Section 9.01 hereof with respect to the
outstanding Notes on and after the date the conditions set forth below are
satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall thereafter
be deemed not "outstanding" for the purposes of any direction, waiver, consent
or declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder (it being understood that such Notes shall not
be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes, the Issuers may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 6.01 hereof, but, except as specified
above, the remainder of this Indenture and such Notes shall be unaffected
thereby. In addition, upon the Issuers' exercise under Section 8.01 hereof of
the option applicable to this Section 8.03 hereof, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, Sections 6.01(c) through
6.01(g) hereof shall not constitute Events of Default.

SECTION 8.04. CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

     The following shall be the conditions to the application of either Section
8.02 or 8.03 hereof to the outstanding Notes:



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<PAGE>



     In order to exercise either Legal Defeasance or Covenant Defeasance:

     (a) the Issuers must irrevocably deposit with the Trustee, in trust, for
the benefit of the Holders, cash in United States dollars, non-callable U.S.
Government Obligations, or a combination thereof, in such amounts as shall be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium, if any, and interest, on the
outstanding Notes at the Stated Maturity thereof or on the applicable redemption
date, as the case may be, and the Partnership must specify whether the Notes are
being defeased to maturity or to a particular redemption date;

     (b) in the case of an election under Section 8.02 hereof, the Issuers shall
have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that (A) the Partnership has
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the Issue Date, there has been a change in the applicable
federal income tax law, in either case to the effect that, and based thereon
such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes
will not recognize income, gain or loss for federal income tax purposes as a
result of such Legal Defeasance and will be subject to federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such Legal Defeasance had not occurred;

     (c) in the case of an election under Section 8.03 hereof, the Partnership
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred;

     (d) no Default or Event of Default shall have occurred and be continuing on
the date of such deposit (other than a Default or Event of Default resulting
from the incurrence of Indebtedness all or a portion of the proceeds of which
shall be applied to such deposit) or insofar as Sections 6.01(h) and 6.01(i)
hereof are concerned, at any time in the period ending on the 91st day after the
date of deposit;

     (e) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any material agreement or
instrument (other than this Indenture) to which either of the Issuers or any
Restricted Subsidiary of the Partnership is a party or by which either of the
Issuers or any Restricted Subsidiary of the Partnership is bound;

     (f) the Partnership shall have delivered to the Trustee an Opinion of
Counsel to the effect that after the 91st day following the deposit, the trust
funds will not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights
generally;

     (g) the Partnership shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by such Issuer with the intent
of preferring the Holders over any other creditors of such Issuer or the
Subsidiary Guarantors or with the intent of defeating, hindering, delaying or
defrauding other creditors of such Issuer; and



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     (h) the Partnership shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the Covenant
Defeasance have been complied with.

SECTION 8.05. DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;
OTHER MISCELLANEOUS PROVISIONS.

     Subject to Section 8.06 hereof, all money and non-callable U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including either Issuer acting as a Paying Agent) as
the Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, and
Liquidated Damages, if any, but such money need not be segregated from other
funds except to the extent required by law.

     The Issuers and the Subsidiary Guarantors shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the
cash or non-callable U.S. Government Obligations deposited pursuant to Section
8.04 hereof or the principal and interest received in respect thereof other than
any such tax, fee or other charge which by law is for the account of the Holders
of the outstanding Notes.

     Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Issuers from time to time upon the request of the
Issuers any money or non-callable U.S. Government Obligations held by it as
provided in Section 8.04 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.04(a) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

SECTION 8.06. REPAYMENT TO ISSUERS.

     Any money deposited with the Trustee or any Paying Agent, or then held by
an Issuer, in trust for the payment of the principal of, premium, if any,
interest or Liquidated Damages, if any, on any Note and remaining unclaimed for
two years after such principal, and premium, if any, interest or Liquidated
Damages, if any, has become due and payable shall, subject to applicable escheat
law, be paid to the Issuers on the request of the Issuers or (if then held by an
Issuer) shall be discharged from such trust; and the Holder of such Note shall
thereafter, as a creditor, look only to the Issuers or Subsidiary Guarantors for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of such Issuer as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Issuers cause to be published once, in The New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification or publication, any unclaimed balance of such
money then remaining shall be repaid to the Issuers.



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SECTION 8.07. REINSTATEMENT.

     If the Trustee or Paying Agent is unable to apply any United States dollars
or U.S. Government Obligations in accordance with Section 8.02 or 8.03 hereof,
as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Issuers' and the Subsidiary Guarantors' Obligations under
this Indenture, the Notes and the Guarantees, as applicable, shall be revived
and reinstated as though no deposit had occurred pursuant to Section 8.02 or
8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply
all such money in accordance with Section 8.02 or 8.03 hereof, as the case may
be; provided, however, that, if the Issuers or the Subsidiary Guarantors make
any payment of principal of, premium, if any, interest or Liquidated Damages, if
any, on any Note following the reinstatement of its Obligations, the Issuers and
the Subsidiary Guarantors shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money held by the Trustee or Paying
Agent.

                                   ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01. WITHOUT CONSENT OF HOLDERS OF NOTES.

     Notwithstanding Section 9.02 of this Indenture, the Issuers and the
Subsidiary Guarantors and the Trustee may amend or supplement this Indenture,
the Guarantees, or the Notes without the consent of any Holder of a Note:

     (a) to cure any ambiguity, defect or inconsistency;

     (b) to provide for uncertificated Notes in addition to or in place of
certificated Notes or to alter the provisions of Article 2 hereof (including the
related definitions) in a manner that does not materially adversely affect any
Holder;

     (c) to provide for the assumption of an Issuer's or a Subsidiary
Guarantor's obligations to the Holders of the Notes in the case of a merger or
consolidation or sale of all or substantially all of such Issuer's or Subsidiary
Guarantors' assets pursuant to Article 5 hereof;

     (d) to add or release Subsidiary Guarantors pursuant to the terms of this
Indenture;

     (e) to make any change that would provide any additional rights or benefits
to the Holders of the Notes or surrender any right or power conferred upon the
Issuers or the Subsidiary Guarantors by this Indenture that does not adversely
affect the legal rights hereunder of any Holder of the Notes; or

     (f) to comply with requirements of the SEC in order to effect or maintain
the qualification of this Indenture under the TIA;

     (g) to evidence or provide for the appointment under this Indenture of a
successor Trustee;


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<PAGE>

     (h) to add additional Events of Default; or

     (i) to secure the Notes and/or the Guarantees.

     Upon the request of the Issuers accompanied by a resolution of the Board of
Directors of the General Partner (in the case of the Partnership), and of the
Board of Directors of El Paso Finance and each of the Subsidiary Guarantors (in
the case of El Paso Finance and the Subsidiary Guarantors), authorizing the
execution of any such amended or supplemental Indenture, and upon receipt by the
Trustee of the documents described in Section 9.06 hereof, the Trustee shall
join with the Issuers and each of the Subsidiary Guarantors in the execution of
any amended or supplemental Indenture authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and stipulations
that may be therein contained, but the Trustee shall not be obligated to enter
into such amended or supplemental Indenture that affects its own rights, duties
or immunities under this Indenture or otherwise.

SECTION 9.02. WITH CONSENT OF HOLDERS OF NOTES.

     Except as provided below in this Section 9.02, the Issuers, the Subsidiary
Guarantors and the Trustee may amend or supplement this Indenture (including
Sections 3.09, 4.06 and 4.07 hereof), the Guarantees, and the Notes with the
consent of the Holders of at least a majority in principal amount of the Notes
then outstanding (including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for, the Notes), and,
subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of
Default (other than a Default or Event of Default in the payment of the
principal of, premium, if any, or interest on the Notes, except a payment
default resulting from an acceleration that has been rescinded) or compliance
with any provision of this Indenture, the Guarantees or the Notes may be waived
with the consent of the Holders of a majority in principal amount of the then
outstanding Notes (including consents obtained in connection with a tender offer
or exchange offer for the Notes).

     Upon the request of the Issuers accompanied by a resolution of the Board of
Directors of the General Partner (in the case of the Partnership) and of the
Board of Directors of El Paso Finance and each of the Subsidiary Guarantors (in
the case of El Paso Finance and each of the Subsidiary Guarantors) authorizing
the execution of any such amended or supplemental Indenture, and upon the filing
with the Trustee of evidence satisfactory to the Trustee of the consent of the
Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents
described in Section 9.06 hereof, the Trustee shall join with the Issuers and
each of the Subsidiary Guarantors in the execution of such amended or
supplemental Indenture unless such amended or supplemental Indenture affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion, but shall not be obligated to,
enter into such amended or supplemental Indenture.

     It shall not be necessary for the consent of the Holders of Notes under
this Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof.


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     After an amendment, supplement or waiver under this Section becomes
effective, the Issuers shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Issuers to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes then outstanding may waive
compliance in a particular instance by the Issuers with any provision of this
Indenture or the Notes. However, without the consent of each Holder affected, an
amendment or waiver may not (with respect to any Notes held by a non-consenting
Holder):

     (a) reduce the principal amount of Notes whose Holders must consent to an
amendment, supplement or waiver;

     (b) reduce the principal of or change the fixed maturity of any Note or
alter or waive any of the provisions with respect to the redemption of the
Notes, except as provided above with respect to Sections 3.09, 4.06 and 4.07
hereof;

     (c) reduce the rate of or change the time for payment of interest,
including default interest, on any Note;

     (d) waive a Default or Event of Default in the payment of principal of or
premium, if any, interest or Liquidated Damages, if any, on the Notes (except a
rescission of acceleration of the Notes by the Holders of at least a majority in
aggregate principal amount of the then outstanding Notes and a waiver of the
payment default that resulted from such acceleration);

     (e) make any Note payable in money other than that stated in the Notes;

     (f) make any change in the provisions of this Indenture relating to waivers
of past Defaults or the rights of Holders of Notes to receive payments of
principal of or premium, if any, or interest on the Notes;

     (g) waive a redemption payment with respect to any Note (other than a
payment required by the covenants contained in Sections 3.09, 4.06 or 4.07
hereof;

     (h) except as otherwise permitted by this Indenture, release any Subsidiary
Guarantor from any of its obligations under its Guarantee or this Indenture, or
change any Guarantee in any manner that would adversely affect the right of
Holders; or

     (i) make any change in Section 6.04 or 6.07 hereof or in the foregoing
amendment and waiver provisions (except to increase any percentage set forth
therein).

     In addition, any amendment to the provisions of Article 10 or Section 11.07
of this Indenture (which relate to subordination) shall require the consent of
the Holders of at least 75% in aggregate principal amount of the Notes then
outstanding if such amendment would adversely affect the rights of Holders of
Notes.



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<PAGE>



SECTION 9.03. COMPLIANCE WITH TRUST INDENTURE ACT.

     Every amendment or supplement to this Indenture, the Guarantees, or the
Notes shall be set forth in an amended or supplemental Indenture that complies
with the TIA as then in effect.

SECTION 9.04. REVOCATION AND EFFECT OF CONSENTS.

     Until an amendment, supplement or waiver becomes effective, a consent to it
by a Holder of a Note is a continuing consent by the Holder of a Note and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note, even if notation of the consent is not made on any
Note. However, any such Holder of a Note or subsequent Holder of a Note may
revoke the consent as to its Note if the Trustee receives written notice of
revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

SECTION 9.05. NOTATION ON OR EXCHANGE OF NOTES.

     The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Issuers in
exchange for all Notes may issue and the Trustee shall authenticate new Notes
(accompanied by a notation of the Guarantees duly endorsed by the Subsidiary
Guarantors) that reflect the amendment, supplement or waiver.

     Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.06. TRUSTEE TO SIGN AMENDMENTS, ETC.

     The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Issuers
and the Subsidiary Guarantors may not sign an amendment or supplemental
Indenture until the Board of Directors of the General Partner approves it. In
executing any amended or supplemental indenture, the Trustee shall be entitled
to receive and (subject to Section 7.01) shall be fully protected in relying
upon, an Officers' Certificate of the Board of Directors of the General Partner
and an Opinion of Counsel stating that the execution of such amended or
supplemental indenture is authorized or permitted by this Indenture.

SECTION 9.07. EFFECT OF SUPPLEMENTAL INDENTURES.

     Upon the execution of any supplemental indenture under this Article 9, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Notes theretofore or thereafter authenticated and delivered hereunder shall
be bound thereby. After a supplemental indenture becomes effective, the Issuers
shall mail to Holders a notice briefly describing such amendment. The failure to
give such notice to all Holders, or any defect therein, shall not impair or
affect the validity of an amendment under this Section.



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                                   ARTICLE 10
                                  SUBORDINATION

SECTION 10.01. AGREEMENT TO SUBORDINATE.

     The Issuers covenant and agree, and each Holder by accepting a Note agrees,
that the Indebtedness evidenced by, and any Liquidated Damages and other
Obligations with respect to, the Notes are subordinated in right of payment, to
the extent and in the manner provided in this Article 10, to the prior payment
in full in cash of all Senior Debt (whether outstanding on the date hereof or
hereafter created, incurred, assumed or guaranteed), and that the subordination
is for the benefit of the holders of Senior Debt.

SECTION 10.02. LIQUIDATION; DISSOLUTION; BANKRUPTCY.

     Upon any payment or distribution to creditors of either of the Issuers or
any Subsidiary Guarantor in a liquidation or dissolution of such Issuer or such
Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to such Issuer or such Subsidiary
Guarantor or its property, in an assignment for the benefit of creditors or any
marshaling of such Issuer's or such Subsidiary Guarantor's assets and
liabilities:

     (a) holders of Senior Debt and holders of Guarantor Senior Debt shall be
entitled to receive payment in full in cash of all Obligations in respect of
Senior Debt and Guarantor Senior Debt (including interest after the commencement
of any such proceeding at the rate specified in the applicable Senior Debt,
whether or not such interest would be an allowed claim in such proceeding)
before Holders of the Notes shall be entitled to receive any payment with
respect to the Notes (except that Holders may receive and retain (i) Permitted
Junior Securities and (ii) payments and other distributions made from any
defeasance trust created pursuant to Article 8 hereof, provided that the funding
of such trust was permitted); and

     (b) until all Obligations with respect to Senior Debt (as provided in
subsection (a) above) are paid in full in cash, any payment or distribution to
which Holders would be entitled but for this Article 10 shall be made to holders
of Senior Debt (except that Holders of Notes may receive and retain (i)
Permitted Junior Securities and (ii) payments and other distributions made from
any defeasance trust created pursuant to Article 8 hereof, provided that the
funding of such trust was permitted), as their interests may appear.

SECTION 10.03. DEFAULT ON DESIGNATED SENIOR DEBT.

     The Issuers and the Subsidiary Guarantors may not make any payment or
distribution in respect of Obligations with respect to the Notes (whether by
redemption, purchase, defeasance or otherwise) and may not acquire any Notes for
cash or property (other than (i) Permitted Junior Securities and (ii) payments
and other distributions made from any defeasance trust created pursuant to
Article 8 hereof, provided that the funding of such trust was permitted) until
all principal and other Obligations with respect to the Senior Debt have been
paid in full in cash if:



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<PAGE>



     (a) a default in the payment of any principal, premium, if any, or interest
(and other Obligations in the case of the Credit Facilities) on Designated
Senior Debt occurs and is continuing; or

     (b) any other default on Designated Senior Debt occurs and is continuing
that permits holders of the Designated Senior Debt to accelerate its maturity
and the Trustee receives a notice of the default (a "Payment Blockage Notice")
from a Person who may give it pursuant to Section 10.11 hereof. If the Trustee
receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice
shall be effective for purposes of this Section unless and until at least 360
days shall have elapsed since the effectiveness of the immediately prior Payment
Blockage Notice. No nonpayment default that existed or was continuing on the
date of delivery of any Payment Blockage Notice to the Trustee shall be, or be
made, the basis for a subsequent Payment Blockage Notice unless such default
shall have been cured or waived for a period of not less than 120 days.

     The Issuers may and shall resume payments on and distributions in respect
of the Notes and may acquire them upon the earlier of:

     (a) in the case of a default referred to in clause (a) of the immediately
preceding paragraph, the date upon which the default is cured or waived, or

     (b) in the case of a default referred to in clause (b) of the immediately
preceding paragraph, the earlier of the date on which such non-payment default
is cured or waived and 179 days after the date on which the applicable Payment
Blockage Notice is received by the Trustee unless the maturity of such
Designated Senior Debt has been accelerated,

if this Article 10 otherwise permits the payment, distribution or acquisition at
the time of such payment or acquisition.

SECTION 10.04. ACCELERATION OF NOTES.

     If payment of the Notes is accelerated because of an Event of Default, the
Issuers shall promptly notify holders of Senior Debt of the acceleration.

SECTION 10.05. WHEN DISTRIBUTION MUST BE PAID OVER.

     In the event that the Trustee or any Holder receives any payment of or
distribution with respect to any Obligations with respect to the Notes at a time
when such payment or distribution is prohibited by Section 10.02 or 10.03
hereof, such payment or distribution shall be held by the Trustee or such
Holder, in trust for the benefit of, and shall be paid forthwith over and
delivered, upon written request, to, the holders of Designated Senior Debt as
their interests may appear or their Representative under this Indenture or other
agreement (if any) pursuant to which such Designated Senior Debt may have been
issued, as their respective interests may appear, for application to the payment
in cash of all Obligations with respect to such Designated Senior Debt remaining
unpaid to the extent necessary to pay such Obligations in full in cash in
accordance with their terms, after giving effect to any concurrent payment or
distribution to or for the holders of such Designated Senior Debt or holders of
such Designated Guarantor Senior Debt.



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<PAGE>



     With respect to the holders of Senior Debt, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically set
forth in this Article 10, and no implied covenants or obligations with respect
to the holders of Senior Debt shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the
Trustee shall pay over or distribute to or on behalf of Holders or the Issuers
or any other Person money or assets to which any holders of Senior Debt shall be
entitled by virtue of this Article 10, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.

SECTION 10.06. NOTICE BY ISSUERS.

     The Issuers shall promptly notify the Trustee and the Paying Agent of any
facts known to the Issuers that would cause a payment of any Obligations with
respect to the Notes to violate this Article 10, but failure to give such notice
shall not affect the subordination of the Notes to the Senior Debt as provided
in this Article 10.

SECTION 10.07. SUBROGATION.

     After all Senior Debt is paid in full in cash and until the Notes are paid
in full, Holders of Notes shall be subrogated (equally and ratably with all
other Indebtedness pari passu with the Notes) to the rights of holders of Senior
Debt to receive distributions applicable to Senior Debt to the extent that
distributions otherwise payable to the Holders of Notes have been applied to the
payment of Senior Debt. A distribution made under this Article 10 to holders of
Senior Debt that otherwise would have been made to Holders of Notes is not, as
between the Issuers and Holders, a payment by the Issuers on the Notes.

SECTION 10.08. RELATIVE RIGHTS.

     This Article 10 defines the relative rights of Holders of Notes and holders
of Senior Debt. Nothing in this Indenture shall:

     (a) impair, as between the Issuers and Holders of Notes, the obligation of
the Issuers, which is absolute and unconditional, to pay principal of and
interest on the Notes in accordance with their terms;

     (b) affect the relative rights of Holders of Notes and creditors of the
Issuers other than their rights in relation to holders of Senior Debt; or

     (c) subject to Section 6.02, prevent the Trustee or any Holder of Notes
from exercising its available remedies upon a Default or Event of Default,
subject to the rights of holders and owners of Senior Debt to receive
distributions and payments otherwise payable to Holders of Notes.

     If the Issuers fail because of this Article 10 to pay principal of or
interest on a Note on the due date, the failure is still a Default or Event of
Default.


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SECTION 10.09. SUBORDINATION MAY NOT BE IMPAIRED BY ISSUERS.

     No right of any holder of Senior Debt to enforce the subordination of the
Indebtedness evidenced by the Notes shall be impaired by any act or failure to
act by either of the Issuers or any Holder or by the failure of either of the
Issuers or any Holder to comply with this Indenture.

SECTION 10.10. DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

     Whenever a payment or distribution is to be made or a notice given to
holders of Senior Debt, the payment or distribution may be made and the notice
given to their Representative.

     Upon any payment or distribution of assets of either of the Issuers or any
of the Subsidiary Guarantors referred to in this Article 10, the Trustee and the
Holders of Notes shall be entitled to rely upon any order or decree made by any
court of competent jurisdiction or upon any certificate of such Representative
or of the liquidating trustee or agent or other Person making any distribution
to the Trustee or to the Holders of Notes for the purpose of ascertaining the
Persons entitled to participate in such distribution, the holders of the Senior
Debt and other Indebtedness of such Issuer or Subsidiary Guarantor, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article 10.

SECTION 10.11. RIGHTS OF TRUSTEE AND PAYING AGENT.

     Notwithstanding the provisions of this Article 10 or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts that would prohibit the making of any payment or distribution by
the Trustee, and the Trustee and the Paying Agent may continue to make payments
on the Notes, unless a Responsible Officer of the Trustee shall have received at
its Corporate Trust Office at least two Business Days prior to the date of such
payment written notice of facts that would cause the payment of any Obligations
with respect to the Notes to violate this Article 10. Only the Issuers or the
holders of Designated Senior Debt or their Representative may give the notice.
Nothing in this Article 10 shall impair the claims of, or payments to, the
Trustee under or pursuant to Section 7.07 hereof. Each Paying Agent shall be
subject to the same obligations under this Article 10 as is the Trustee.

     The Trustee in its individual or any other capacity may hold Senior Debt
with the same rights it would have if it were not Trustee. Any Affiliate of the
Trustee or Agent may do the same with like rights.

SECTION 10.12. AUTHORIZATION TO EFFECT SUBORDINATION.

     Each Holder of Notes, by the Holder's acceptance thereof, authorizes and
directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 10, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 6.09 hereof at least 30 days before the expiration of the time to file
such claim, the Representative of



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the Designated Senior Debt are hereby authorized to file an appropriate claim
for and on behalf of the Holders of the Notes.

SECTION 10.13. AMENDMENTS.

     The provisions of this Article 10 shall not be amended or modified without
the written consent of the holders of all Designated Senior Debt.

                                   ARTICLE 11
                                   GUARANTEES

SECTION 11.01. GUARANTEES.

     Subject to the provisions of this Article 11, each of the Subsidiary
Guarantors hereby, jointly and severally, unconditionally guarantees to each
Holder of a Note authenticated and delivered by the Trustee and to the Trustee
and its successors and assigns, irrespective of the validity and enforceability
of this Indenture, the Notes or the Obligations of the Issuers hereunder or
thereunder, that: (a) the principal of, premium, interest and Liquidated
Damages, if any, on the Notes shall be promptly paid in full when due, whether
at the maturity or interest payment or mandatory redemption date, by
acceleration, redemption or otherwise, and interest on the overdue principal of,
premium, interest and Liquidated Damages, if any, on the Notes, if any, if
lawful, and all other Obligations of the Issuers to the Holders or the Trustee
under this Indenture and the Notes shall be promptly paid in full or performed,
all in accordance with the terms of this Indenture and the Notes; and (b) in
case of any extension of time of payment or renewal of any Notes or any of such
other obligations, that same shall be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
Stated Maturity, by acceleration or otherwise. Failing payment when due of any
amount so guaranteed or any performance so guaranteed for whatever reason, the
Subsidiary Guarantors shall be jointly and severally obligated to pay the same
immediately. The Subsidiary Guarantors hereby agree that to the fullest extent
permitted by applicable law, their obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Notes or this
Indenture, the absence of any action to enforce the same, any waiver or consent
by any Holder of the Notes with respect to any provisions of this Indenture and
the Notes, the recovery of any judgment against the Issuers, any action to
enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a Subsidiary Guarantor. To the
fullest extent permitted by applicable law, each Subsidiary Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Issuers, any right to require a
proceeding first against the Issuers, protest, notice and all demands whatsoever
and covenant that the Guarantees shall not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.

     If any Holder or the Trustee is required by any court or otherwise to
return to the Issuers or Subsidiary Guarantors, or any custodian, trustee,
liquidator or other similar official acting in relation to either the Issuers or
Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder,
these Guarantees, to the extent theretofore discharged, shall be reinstated in
full force and effect. Each Subsidiary Guarantor agrees that it shall not be
entitled to any right


                                      101



<PAGE>



of subrogation in relation to the Holders in respect of any Obligations
guaranteed hereby until payment in full of all Obligations guaranteed hereby.

     Each Subsidiary Guarantor further agrees that, as between the Subsidiary
Guarantors, on the one hand, and the Holders and the Trustee, on the other hand,
(x) the maturity of the Obligations guaranteed hereby may be accelerated as
provided in Article 6 hereof for the purposes of these Guarantees,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Obligations guaranteed hereby, and (y) in the
event of any declaration of acceleration of such Obligations as provided in
Article 6 hereof, such Obligations (whether or not due and payable) shall
forthwith become due and payable by the Subsidiary Guarantors for the purpose of
these Guarantees. The Subsidiary Guarantors shall have the right to seek
contribution from any non-paying Subsidiary Guarantor so long as the exercise of
such right does not impair the rights of the Holders under these Guarantees.



SECTION 11.02. LIMITATION OF GUARANTOR'S LIABILITY.

     Each Subsidiary Guarantor and, by its acceptance hereof, each Holder hereby
confirms that it is its intention that the Guarantee by such Subsidiary
Guarantor not constitute a fraudulent transfer or conveyance for purposes of the
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to the
Guarantees. To effectuate the foregoing intention, each such Person hereby
irrevocably agrees that the Obligation of such Subsidiary Guarantor under its
Guarantee under this Article 11 shall be limited to the maximum amount as shall,
after giving effect to such maximum amount and all other (contingent or
otherwise) liabilities of such Subsidiary Guarantor that are relevant under such
laws, and after giving effect to any rights to contribution of such Subsidiary
Guarantor pursuant to any agreement providing for an equitable contribution
among such Subsidiary Guarantor and other Affiliates of the Issuers of payments
made by guarantees by such parties, result in the Obligations of such Subsidiary
Guarantor in respect of such maximum amount not constituting a fraudulent
conveyance. Each Holder, by accepting the benefits hereof, confirms its
intention that, in the event of bankruptcy, reorganization or other similar
proceeding of either of the Issuers or any Subsidiary Guarantor in which
concurrent claims are made upon such Subsidiary Guarantor hereunder, to the
extent such claims shall not be fully satisfied, each such claimant with a valid
claim against such Issuer shall be entitled to a ratable share of all payments
by such Subsidiary Guarantor in respect of such concurrent claims.

SECTION 11.03. EXECUTION AND DELIVERY OF GUARANTEES.

     To evidence the Guarantees set forth in Section 11.01 hereof, each
Subsidiary Guarantor hereby agrees that a notation of the Guarantees
substantially in the form of Exhibit D shall be endorsed by an Officer of such
Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and
that this Indenture shall be executed on behalf of such Subsidiary Guarantor by
its President or one of its Vice Presidents.


                                      102



<PAGE>



     Each Subsidiary Guarantor hereby agrees that the Guarantees set forth in
Section 11.01 shall remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of the Guarantees.

     If an Officer or Officer whose signature is on this Indenture or on the
Guarantees no longer holds that office at the time the Trustee authenticates the
Note on which the notation of the Guarantees are endorsed, the Guarantees shall
be valid nevertheless.

     The delivery of any Note by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of the Guarantees set forth in this
Indenture on behalf of the Subsidiary Guarantors.

SECTION 11.04. SUBSIDIARY GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

     (a) Except as set forth in Articles 4 and 5 hereof, nothing contained in
this Indenture or in any of the Notes shall prevent any consolidation or merger
of the Partnership or a Subsidiary Guarantor with or into the Partnership or
another Subsidiary Guarantor or shall prevent any sale or conveyance of the
property of a Subsidiary Guarantor as an entirety or substantially as an
entirety, to the Partnership or another Subsidiary Guarantor.

     (b) Except as set forth in Articles 4 and 5 hereof, nothing contained in
this Indenture or in any of the Notes shall prevent any consolidation or merger
of a Subsidiary Guarantor with or into another Person other than the Partnership
or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary
Guarantor), or successive consolidations or mergers in which a Subsidiary
Guarantor or its successor or successors shall be a party or parties, or shall
prevent any sale or conveyance of the property of a Subsidiary Guarantor as an
entirety or substantially as an entirety, to a person other than the Partnership
(whether or not affiliated with the Subsidiary Guarantor) authorized to acquire
and operate the same; provided, however, that such transaction meets all of the
following requirements: (i) each Subsidiary Guarantor hereby covenants and
agrees that, upon any such consolidation, merger, sale or conveyance, the
Guarantee contained herein, and the due and punctual performance and observance
of all of the covenants and conditions of this Indenture to be performed by such
Subsidiary Guarantor, shall be expressly assumed (in the event that the
Subsidiary Guarantor is not the surviving corporation in the merger or
consolidation), by supplemental indenture satisfactory in form to the Trustee,
executed and delivered to the Trustee, by the Person formed by such
consolidation, or into which the Subsidiary Guarantor shall have been merged, or
by the Person which shall have acquired such property, and (ii) immediately
after giving effect to such transaction, no Default or Event of Default exists.
In case of any such consolidation, merger, sale or conveyance and upon the
assumption by the successor Person by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the
Guarantees contained herein and the due and punctual performance of all of the
covenants and conditions of this Indenture to be performed by the Subsidiary
Guarantor, such successor shall succeed to and be substituted for the Subsidiary
Guarantor with the same effect as if it had been named herein as a Subsidiary
Guarantor. Such successor thereupon may cause to be signed any or all of the
notations of the Guarantees to be endorsed upon all of the Notes issuable
hereunder which theretofore shall not have been signed by the Issuers and
delivered to the Trustee. All the Guarantees so issued shall


                                      103



<PAGE>



in all respects have the same legal rank and benefit under this Indenture as the
Guarantees theretofore and thereafter issued in accordance with the terms of
this Indenture as though all of such Guarantees had been issued at the date of
the execution hereof.

SECTION 11.05. RELEASES.

     Concurrently with any sale of assets (including, if applicable, all of the
Equity Interests of any Subsidiary Guarantor), any Liens in favor of the Trustee
in the assets sold thereby shall be released; provided that in the event of an
Asset Sale, the Net Proceeds from such sale or other disposition are treated in
accordance with the provisions of Section 4.07 hereof. The Guarantee or the
obligations under Section 11.04 hereof of a Subsidiary Guarantor will be
released (i) in connection with any sale or other disposition of all or
substantially all of the assets of such Subsidiary Guarantor (including by way
of merger or consolidation), if the Partnership applies the Net Proceeds of that
sale or other disposition in accordance with Section 4.07 hereof; or (ii) in
connection with the sale or other disposition of all of the Equity Interests of
a Subsidiary Guarantor, if the Partnership applies the Net Proceeds of that sale
in accordance with Section 4.07 hereof; or (iii) if the Partnership designates
any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted
Subsidiary; or (iv) at such time as such Subsidiary Guarantor ceases to
guarantee any other Indebtedness of the Partnership. Upon delivery by the
Partnership to the Trustee of an Officers' Certificate to the effect that such
sale or other disposition was made by the Partnership in accordance with the
provisions of this Indenture, including without limitation Section 4.07 hereof
or such Guarantee is to be released pursuant to the provisions of the
immediately preceding sentence, the Trustee shall execute any documents
reasonably required in order to evidence the release of any Subsidiary Guarantor
from its obligations under its Guarantees. Any Subsidiary Guarantor not released
from its obligations under its Guarantee shall remain liable for the full amount
of principal of and interest on the Notes and for the other obligations of any
Subsidiary Guarantor under this Indenture as provided in this Article 11.

SECTION 11.06. "TRUSTEE" TO INCLUDE PAYING AGENT.

     In case at any time any Paying Agent other than the Trustee shall have been
appointed by the Issuers and be then acting hereunder, the term "Trustee" as
used in this Article 11 shall in such case (unless the context shall otherwise
require) be construed as extending to and including such Paying Agent within its
meaning as fully and for all intents and purposes as if such Paying Agent were
named in this Article 11 in place of the Trustee.

SECTION 11.07. SUBORDINATION OF GUARANTEES.

     The obligations of each Subsidiary Guarantor under its Guarantee pursuant
to this Article 11 shall be junior and subordinated to the prior payment in full
in cash of all Senior Debt and Guarantor Senior Debt (including interest after
the commencement of any proceeding of the type described in Section 10.02 with
respect to such Subsidiary Guarantor at the rate specified in the applicable
Guarantor Senior Debt, whether or not such interest would be an allowed claim in
such proceeding) of such Subsidiary Guarantor, in each case on the same basis as
the Notes are junior and subordinated to Senior Debt, mutatis mutandis. For the
purposes of the foregoing sentence, the Trustee and the Holders shall have the
right to receive and/or retain payments by


                                      104



<PAGE>



any of the Subsidiary Guarantors only at such times as they may receive and/or
retain payments and distributions in respect of the Notes pursuant to this
Indenture, including Article 10 hereof.

                                   ARTICLE 12
                           SATISFACTION AND DISCHARGE

SECTION 12.01. SATISFACTION AND DISCHARGE.

     This Indenture shall upon the request of the Issuers cease to be of further
effect (except as to surviving rights of registration of transfer or exchange of
Notes herein expressly provided for, the Issuers' obligations under Section 7.07
hereof, the Issuers' rights of optional redemption under Article 3 hereof, and
the Trustee's and the Paying Agent's obligations under Section 12.02 and 12.03
hereof) and the Trustee, at the expense of the Issuers, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture when

     (a) either

          (i) all Notes therefore authenticated and delivered (other than (A)
     Notes which have been destroyed, lost or stolen and which have been
     replaced or paid as provided in Section 2.07 and (B) Notes for whose
     payment money has been deposited in trust with the Trustee or any Paying
     Agent and thereafter paid to the Issuers or discharged from such trust)
     have been delivered to the Trustee for cancellation; or

          (ii) all such Notes not theretofore delivered to the Trustee for
     cancellation

               (A) have become due and payable; or

               (B) shall become due and payable at their Stated Maturity within
          one year, or

               (C) are to be called for redemption within one year under
          arrangements satisfactory to the Trustee for the giving of notice of
          redemption by the Trustee in the name, and at the expense, of the
          Issuers,

     and the Issuers, in the case of clause (A), (B) or (C) above, have
     irrevocably deposited or caused to be deposited with the Trustee as trust
     funds in trust for such purpose money or U.S. Government Obligations in an
     amount sufficient (as certified by an independent public accountant
     designated by the Issuers) to pay and discharge the entire indebtedness of
     such Notes not theretofore delivered to the Trustee for cancellation, for
     principal (and premium, if any) and interest, if any, to the date of such
     deposit (in the case of Notes which have become due and payable) or the
     Stated Maturity or redemption date, as the case may be;

     (b) the Issuers have paid or caused to be paid all other sums then due and
payable hereunder by the Issuers;


                                      105



<PAGE>



     (c) no Default or Event of Default with respect to the Notes shall have
occurred and be continuing on the date of such deposit and after giving effect
to such deposit; and

     (d) the Issuers have delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture have
been complied with.

     Notwithstanding the satisfaction and discharge of this Indenture, the
Issuers' obligations in Sections 2.03, 2.04, 2.06, 2.07, 2.11, 7.07, 7.08,
12.02, 12.03 and 12.04, and the Trustee's and Paying Agent's obligations in
Section 12.03 shall survive until the Notes are no longer outstanding.
Thereafter, only the Issuers' obligations in Section 12.03 shall survive.

     In order to have money available on a payment date to pay principal (and
premium, if any, on) or interest on the Notes, the U.S. Government Obligations
shall be payable as to principal (and premium, if any) or interest at least one
Business Day before such payment date in such amounts as shall provide the
necessary money. The U.S. Government Obligations shall not be callable at the
issuer's option.

SECTION 12.02. APPLICATION OF TRUST.

     All money deposited with the Trustee pursuant to Section 12.01 shall be
held in trust and, at the written direction of the Issuers, be invested prior to
maturity in non-callable U.S. Government Obligations, and applied by the Trustee
in accordance with the provisions of the Notes and this Indenture, to the
payment, either directly or through any Paying Agent as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for the payment of which money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the
extent required by law.

SECTION 12.03. REPAYMENT OF THE ISSUERS.

     The Trustee and the Paying Agent shall promptly pay to the Issuers upon
written request any excess money or securities held by them at any time.

     The Trustee and the Paying Agent shall notify the Issuers of, and pay to
the Issuers upon written request, any money held by them for the payment of
principal or interest that remains unclaimed for two years after the date upon
which such payment shall have become due; provided that the Issuers shall have
either caused notice of such payment to be mailed to each Holder of the Notes
entitled thereto no less than 30 days prior to such repayment or within such
period shall have published such notice in a financial newspaper of widespread
circulation published in The City of New York, including, without limitation,
The Wall Street Journal (national edition). After payment to the Issuers,
Holders entitled to the money must look to the Issuers for payment as general
creditors unless an applicable abandoned property law designates another Person,
and all liability of the Trustee and such Paying Agent with respect to such
money shall cease. In the absence of a written request from the Issuers to
return unclaimed funds to the Issuers, the Trustee shall from time to time
deliver all unclaimed funds to or as directed by applicable escheat authorities,
as determined by the Trustee in its sole discretion, in accordance with the
customary practices and procedures of the Trustee. Any unclaimed funds held by
the


                                      106



<PAGE>



Trustee pursuant to this Section 12.03 shall be held uninvested and without any
liability for interest.

SECTION 12.04. REINSTATEMENT.

     If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 12.01 by reason of any legal
proceeding or by reason of any order or judgment of any court of governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Issuers' and Subsidiary Guarantors' Obligations under this Indenture, the Notes
and the Guarantees shall be revived and reinstated as though no deposit has
occurred pursuant to Section 12.01 until such time as the Trustee or Paying
Agent is permitted to apply all such money or U.S. Government Obligations in
accordance with Section 12.02, provided, however, that if the Issuers or the
Subsidiary Guarantors have made any payment of interest on or principal of any
Notes because of the reinstatement of their Obligations, the Issuers or such
Subsidiary Guarantors shall be subrogated to the rights of the Holders of such
Notes to receive such payment from the money or U.S. Government Obligations held
by the Trustee or Paying Agent.

                                   ARTICLE 13
                                  MISCELLANEOUS

SECTION 13.01. TRUST INDENTURE ACT CONTROLS.

     If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA Section 318(c), the imposed duties shall control.

SECTION 13.02. NOTICES.

     Any notice or communication by the Issuers or the Trustee to the others is
duly given if in writing and delivered in Person or mailed by first class mail
(registered or certified, return receipt requested), telecopier or overnight air
courier guaranteeing next day delivery, to the others' address:

     If to the Issuers or any Subsidiary Guarantor:

                El Paso Energy Partners, L.P.
                4 Greenway Plaza
                Houston, Texas 77046
                Telecopier No.: (713) 420-2131
                Attention:  Chief Financial Officer

     With a copy to:

                Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                1900 Pennzoil Place, South Tower
                711 Louisiana Street
                Houston, Texas  77002
                Telecopier No.: (713) 236-0822
                Attention: J. Vincent Kendrick


                                      107



<PAGE>



     If to the Trustee or Paying Agent:

                JPMorgan Chase Bank
                700 Lavaca, 5th Floor
                Austin, Texas 78701
                Telecopier No.: (512) 479-2553
                Attention: Cary Gilliam

     The Issuers, any Subsidiary Guarantor or the Trustee, by notice to the
others may designate additional or different addresses for subsequent notices or
communications.

     All notices and communications (other than those sent to Holders) shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if sent by facsimile
transmission; and the next Business Day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next day delivery.

     Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

     If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.

     If the Issuers mail a notice or communication to Holders, it shall mail a
copy to the Trustee and each Agent at the same time.

SECTION 13.03. COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

     The Trustee is subject to TIA Section 312(b), and Holders may communicate
pursuant thereto with other Holders with respect to their rights under this
Indenture or the Notes. The Issuers, the Subsidiary Guarantors, the Trustee, the
Registrar and anyone else shall have the protection of TIA Section 312(c).

SECTION 13.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

     Upon any request or application by the Issuers or any Subsidiary Guarantor
to the Trustee to take any action under this Indenture, the Issuers or such
Subsidiary Guarantors shall furnish to the Trustee:


                                      108



<PAGE>



     (a) an Officers' Certificate in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 13.05
hereof) stating that, in the opinion of the signers, all conditions precedent
and covenants, if any, provided for in this Indenture relating to the proposed
action have been satisfied; and

     (b) an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee (which shall include the statements set forth in Section 13.05
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.

     In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more such Persons as to other matters, and any such Person may certify or
give an opinion as to such matters in one or several documents.

     Any certificate or opinion of an Officer of the General Partner, an Issuer
or any Subsidiary Guarantor may be based, insofar as it relates to legal
matters, upon a certificate or opinion of, or representations by, counsel,
unless such Officer knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to the matters
upon which his certificate or opinion is based are erroneous. Any such
certificate or Opinion of Counsel may be based, and may state that it is so
based, insofar as it relates to factual matters, upon a certificate or opinion
of, or representations by, an Officer or Officers of the General Partner, an
Issuer or such Subsidiary Guarantor stating that the information with respect to
such factual matters is in possession of the General Partner, an Issuer or such
Subsidiary Guarantor, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate of opinion or representations
with respect to such matters are erroneous.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 13.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

     Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA
Section 314(e) and shall include:

     (a) a statement that the Person making such certificate or opinion has read
such covenant or condition;

     (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

     (c) a statement that, in the opinion of such Person, he or she has made
such examination or investigation as is necessary to enable him or her to
express an informed opinion as to whether or not such covenant or condition has
been satisfied; and



                                      109



<PAGE>



     (d) a statement as to whether or not, in the opinion of such Person, such
condition or covenant has been satisfied.

SECTION 13.06. RULES BY TRUSTEE AND AGENTS.

     The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 13.07. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, PARTNERS,
               EMPLOYEES, INCORPORATORS, STOCKHOLDERS AND MEMBERS.

     No past, present or future director, officer, partner, employee,
incorporator, stockholder or member of either of the Issuers, the General
Partner or any Subsidiary Guarantor, as such, shall have any liability for any
Obligations of either of the Issuers or any Subsidiary Guarantor under the
Notes, this Indenture or the Guarantees or for any claim based on, in respect
of, or by reason of, such Obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes.

SECTION 13.08. GOVERNING LAW.

     THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE GUARANTEES.

SECTION 13.09. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

     This Indenture may not be used to interpret any other indenture, loan or
debt agreement of either of the Issuers or any Subsidiary of the Partnership or
of any other Person. Any such indenture, loan or debt agreement may not be used
to interpret this Indenture or the Guarantees.

SECTION 13.10. SUCCESSORS.

     All agreements of the Issuers and the Subsidiary Guarantors in this
Indenture, the Notes and the Guarantees shall bind its successors. All
agreements of the Trustee in this Indenture shall bind their respective
successors.

SECTION 13.11. SEVERABILITY.

     In case any provision in this Indenture, the Notes or the Guarantees shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.




                                      110



<PAGE>



SECTION 13.12. COUNTERPART ORIGINALS.

     The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same
agreement.

SECTION 13.13. TABLE OF CONTENTS, HEADINGS, ETC.

     The Table of Contents, Cross-Reference Table and Headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.

                         [Signatures on following page]


                                      111



<PAGE>



     IN WITNESS WHEREOF, the parties have executed this Indenture as of the date
first written above. Issuers:

                               EL PASO ENERGY PARTNERS, L.P.


                               By: EL PASO ENERGY PARTNERS COMPANY, as General
                                    Partner

                               By: /s/ Keith Forman
                                   ---------------------------------------------
                               Name: Keith Forman
                                     -------------------------------------------
                               Title: Vice President and Chief Financial Officer
                                     -------------------------------------------


                               EL PASO ENERGY PARTNERS FINANCE CORPORATION


                               By: /s/ Keith Forman
                                   ---------------------------------------------
                               Name: Keith Forman
                                     -------------------------------------------
                               Title: Vice President and Chief Financial Officer
                                     ------------------------------------------


<PAGE>


Subsidiary Guarantors:


CRYSTAL HOLDING, L.L.C.*
CHACO LIQUIDS PLANT TRUST
   By: EL PASO ENERGY PARTNERS OPERATING
      COMPANY, L.L.C., in its capacity as trustee of the
      Chaco Liquids Plant Trust*
EL PASO ENERGY INTRASTATE, L.P.*
EL PASO ENERGY PARTNERS OIL TRANSPORT, L.L.C.*
EL PASO ENERGY PARTNERS OPERATING
      COMPANY, L.L.C.*
EL PASO ENERGY WARWINK I COMPANY, L.P.*
EL PASO ENERGY WARWINK II COMPANY, L.P.*
EL PASO OFFSHORE GATHERING & TRANSMISSION, L.P.*
EL PASO SOUTH TEXAS, L.P.*
EPGT TEXAS PIPELINE, L.P.*
EPN ALABAMA INTRASTATE, L.L.C.*
EPN FIELD SERVICES, L.L.C.*
EPN GATHERING AND TREATING COMPANY, L.P.*
EPN GATHERING AND TREATING GP HOLDING, L.L.C.*
EPN GP HOLDING, L.L.C.*
EPN GP HOLDING I, L.L.C.*
EPN GULF COAST, L.P.*
EPN HOLDING COMPANY, L.P.*
EPN HOLDING COMPANY I, L.P.*
EPN NGL STORAGE, L.L.C.*
EPN PIPELINE GP HOLDING, L.L.C.*
FIRST RESERVE GAS, L.L.C.*
FLEXTREND DEVELOPMENT COMPANY, L.L.C.*
HATTIESBURG GAS STORAGE COMPANY*
   By: FIRST RESERVE GAS, L.L.C., in its capacity as 50%
      general partner of Hattiesburg Gas Storage Company*
   By: HATTIESBURG INDUSTRIAL GAS SALES, L.L.C., in its
      capacity as 50% general partner of Hattiesburg Gas Storage
      Company*
HATTIESBURG INDUSTRIAL GAS SALES, L.L.C.*
HIGH ISLAND OFFSHORE SYSTEM, L.L.C.
   By: EL PASO ENERGY PARTNERS, L.P.,
      its sole member*
MANTA RAY GATHERING COMPANY, L.L.C.*
PETAL GAS STORAGE, L.L.C.*
POSEIDON PIPELINE COMPANY, L.L.C.*
WARWINK GATHERING AND TREATING COMPANY*



<PAGE>



   By: EL PASO ENERGY WARWINK I COMPANY, L.P., in its
      capacity as 99% general partner of Warwink Gathering and
      Treating Company*
   By: EL PASO ENERGY WARWINK II COMPANY, L.P., in its
      capacity as 1% general partner of Warwink Gathering and
      Treating Company*


                               By: /s/ Keith Forman
                                   ---------------------------------------------
                               Name: Keith Forman
                                     -------------------------------------------
                               Title: Vice President and Chief Financial Officer
                                      ------------------------------------------


<PAGE>


                                Trustee:


                                JPMORGAN CHASE BANK, as Trustee


                                By: /s/ Cary Gilliam
                                   ------------------
                                Name: Cary Gilliam
                                     ----------------
                                Title: Vice President
                                      ---------------

<PAGE>


                                                                      SCHEDULE A


Schedule of Subsidiary Guarantors

Chaco Liquids Plant Trust
Crystal Holding, L.L.C.
El Paso Energy Intrastate, L.P.
El Paso Energy Partners Oil Transport, L.L.C.
El Paso Energy Partners Operating Company, L.L.C
El Paso Energy Warwink I Company, L.P.
El Paso Energy Warwink II Company, L.P.
El Paso Offshore Gathering & Transmission, L.P.
El Paso South Texas, L.P.
EPGT Texas Pipeline, L.P.
EPN Alabama Intrastate, L.L.C.
EPN Field Services,L.L.C.
EPN Gathering and Treating Company, L.P.
EPN Gathering and Treating GP Holding, L.L.C.
EPN GP Holding, L.L.C.
EPN GP Holding I, L.L.C.
EPN Gulf Coast, L.P.
EPN Holding Company, L.P.
EPN Holding Company I, L.P.
EPN NGL Storage, L.L.C.
EPN Pipeline GP Holding, L.L.C.
First Reserve Gas, L.L.C.
Flextrend Development Company, L.L.C.
Hattiesburg Gas Storage Company
Hattiesburg Industrial Gas Sales, L.L.C.
High Island Offshore System, L.L.C.
Manta Ray Gathering Company, L.L.C.
Petal Gas Storage, L.L.C.
Poseidon Pipeline Company, L.L.C.
Warwink Gathering and Treating Company


                                Schedule A Page 1



<PAGE>



                                                                       EXHIBIT A

                                 (Face of Note)

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE
MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE
INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY
WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS.(1)

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE ISSUER OR THEIR
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), 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.(1)

*THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF
THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUERS OF THIS NOTE THAT:
(A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I)
TO EL PASO ENERGY PARTNERS, L.P., EL PASO ENERGY PARTNERS FINANCE CORPORATION,
OR ANY OF THEIR SUBSIDIARIES, (II) IN THE UNITED STATES TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A


                                Exhibit A Page 1



<PAGE>



QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (V) TO AN
INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(A)(1), (2),
(3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR
ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH
INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF
THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR
FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

                                                              CUSIP:
                                                                    ----------
         8 1/2% [Series A] [Series B] Senior Subordinated Note due 2010

No.                                                                $
   ----------                                                       ----------
                          EL PASO ENERGY PARTNERS, L.P.
                                       and
                   EL PASO ENERGY PARTNERS FINANCE CORPORATION

promise to pay to _______________________ or registered assigns, the principal
sum of _________________________ Dollars of the United States of America or such
greater or lesser amount as may from time to time be endorsed on the Schedule of
Exchanges of Interests in the Global Note(1) on June 1, 2010.

Interest Payment Dates: June 1 and December 1 of each year

Record Dates: May 15 and November 15

Reference is hereby made to the further provisions of this Note set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.

----------

(1) This is included in Global Notes only

*  Legend appears only on the Series A Notes.


                                Exhibit A Page 2



<PAGE>



Unless the certificate of authorization hereon has been duly executed by the
Trustee referred to on the reverse hereof by manual signature, this Note shall
not be entitled to any benefit of this Indenture or be valid or obligatory for
any purpose.

Dated:
      ---------- ---, -----





EL PASO ENERGY PARTNERS FINANCE        EL PASO ENERGY PARTNERS, L.P.
CORPORATION

                                       By: El Paso Energy Partners Company,
                                           as General Partner


By:                                    By:
   ------------------------------         -------------------------------------
Name:                                  Name:
     ----------------------------           -----------------------------------
Title:                                 Title:
      ---------------------------            -----------------------------------


Certificate of Authentication:

This is one of the Notes referred to in the within-mentioned Indenture.

JPMORGAN CHASE BANK, as Trustee


By:
   -------------------------------
   Authorized Signatory

Date of Authentication:
                        ---------- ---,-----


                                Exhibit A Page 3


<PAGE>



                                 [Back of Note]
         8 1/2% [Series A] [Series B] Senior Subordinated Note due 2010

     Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.

     1. Interest. El Paso Energy Partners, L.P., a Delaware limited partnership
(the "Partnership"), and El Paso Energy Partners Finance Corporation, a Delaware
corporation ("El Paso Finance" and, together with the Partnership, the
"Issuers"), promise to pay interest on the principal amount of this Note at 8
1/2% per annum and shall pay any Liquidated Damages payable pursuant to Section
5 of the Registration Rights Agreement referred to below. The Issuers will pay
interest and Liquidated Damages, if any, semi-annually on June 1 and December 1
of each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an "Interest Payment Date"). Interest on the Notes will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the Issue Date; provided that if there is no
existing Default in the payment of interest, and if this Note is authenticated
between a record date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such next succeeding Interest
Payment Date; provided, further, that the first Interest Payment Date shall be
June 1, 2003. The Issuers shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue principal and premium, if
any, from time to time on demand at the rate then in effect; the Issuers shall
pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Liquidated Damages
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year comprised of twelve 30-day months.

     2. Method of Payment. The Issuers will pay interest on the Notes (except
defaulted interest) and Liquidated Damages to the Persons who are registered
Holders of Notes at the close of business on the May 15 or November 15 next
preceding the Interest Payment Date, even if such Notes are cancelled after such
record date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted interest. The Notes will
be payable as to principal, premium and interest and Liquidated Damages, if any,
at the office or agency of the Paying Agent and Registrar maintained for such
purpose within the City and State of New York, or, at the option of the Issuers,
payment of interest and Liquidated Damages, if any, may be made by check mailed
to the Holders at their addresses set forth in the register of Holders, and
provided that payment by wire transfer of immediately available funds will be
required with respect to principal of and interest, premium and Liquidated
Damages, if any, on, all Global Notes and all other Notes the Holders of which
shall have provided wire transfer instructions to the Issuers or the Paying
Agent. Such payment shall be in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts.

     3. Paying Agent and Registrar. Initially, JPMorgan Chase Bank, the Trustee
under the Indenture, will act as Paying Agent and Registrar. The Issuers may
change any Paying Agent or Registrar without notice to any Holder. The Issuers
or any of the Subsidiary Guarantors may act in any such capacity.


                                Exhibit A Page 4



<PAGE>



     4. Indenture. The Issuers issued the Notes under an Indenture dated as of
March 24, 2003 ("Indenture") among the Issuers, the Subsidiary Guarantors and
the Trustee. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to
all such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms. To the extent any provision of this Note conflicts with
the express provisions of the Indenture, the provisions of the Indenture shall
govern and be controlling. The Notes are unsecured general obligations of the
Issuers. Payment of the Notes and Guarantees and related obligations are
subordinated to the prior payment in full in cash of Senior Debt and Guarantor
Senior Debt to the extent provided in the Indenture.

     5. Optional Redemption.

     (a) Except as set forth in subparagraph (b) of this Paragraph 5, the
Issuers shall not have the option to redeem the Notes prior to June 1, 2007.
From and after June 1, 2007, the Issuers shall have the option to redeem the
Notes, in whole or in part, upon not less than 30 nor more than 60 days' notice,
at the redemption prices (expressed as percentages of principal amount) set
forth below plus accrued and unpaid interest, if any, and Liquidated Damages, if
any, thereon to the applicable redemption date, if redeemed during the
twelve-month period beginning on June 1st of the years indicated below:

<Table>
<Caption>
YEAR                                                                                 PERCENTAGE
----                                                                                 ----------
<S>                                                                                   <C>
2007...............................................................                   104.250%
2008...............................................................                   102.125%
2009 and thereafter................................................                   100%
</Table>


     (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5,
at any time prior to June 1, 2006, the Issuers may (but shall not have the
obligation to) redeem, on one or more occasions, up to an aggregate of 33% of
the aggregate principal amount of Notes originally issued under this Indenture
at a redemption price equal to 108.500% of the principal amount thereof, plus
accrued and unpaid interest and Liquidated Damages, if any, thereon, to the
redemption date, with the net cash proceeds of one or more Equity Offerings;
provided that at least 67% of the aggregate principal amount of Notes remains
outstanding immediately after the occurrence of such redemption (excluding for
purposes of determining the Notes that remain outstanding any Notes held by the
Issuers or any Restricted Subsidiary of the Partnership); and provided further,
that such redemption shall occur within 90 days of the date of the closing of
such Equity Offering.

     6. Mandatory Redemption. Except as set forth in paragraph 7 below, the
Issuers shall not be required to make mandatory redemption payments with respect
to the Notes.

     7. Repurchase at Option of Holder.

     (a) If there is a Change of Control, each Holder of Notes will have the
right to require the Issuers to repurchase all or any part (equal to $1,000 or
an integral multiple thereof) of such Holder's Notes (the "Change of Control
Offer") at a purchase price equal to 101% of the


                                Exhibit A Page 5



<PAGE>



aggregate principal amount of the Notes repurchased plus accrued and unpaid
interest, if any, thereon, and Liquidated Damages, if any, thereon, to the date
of purchase. Within 30 days following any Change of Control, the Issuers shall
mail a notice to each Holder setting forth the procedures governing the Change
of Control Offer as required by the Indenture and information regarding such
other matters as is required under Section 4.06 of the Indenture. The Holder of
this Note may elect to have this Note or a portion hereof in an authorized
denomination purchased by completing the form entitled "Option of Holder to
Elect Purchase" appearing below and tendering this Note pursuant to the Change
of Control Offer.

     (b) If the Issuers or any Restricted Subsidiary of the Partnership
consummates an Asset Sale, the Issuers shall promptly commence a pro rata offer
to all Holders of Notes and all holders of other Indebtedness that is pari passu
with the Notes containing provisions similar to those set forth in the Indenture
with respect to offers to purchase or redeem with the proceeds of sales of
assets (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to
purchase the maximum principal amount of Notes and such other pari passu
Indebtedness that may be purchased out of the Excess Proceeds at an offer price
in cash in an amount equal to 100% of the principal amount thereof plus accrued
and unpaid interest thereon, if any, and Liquidated Damages (in the case of the
Notes) thereon, if any, to the date of purchase in accordance with the
procedures set forth in the Indenture. If the aggregate principal amount of
Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds
allocated for repurchase of Notes, the Trustee shall select the Notes to be
purchased on a pro rata basis. Holders of Notes that are the subject of an offer
to purchase will receive an Asset Sale Offer from the Issuers prior to any
related purchase date and may elect to have such Notes purchased by completing
the form entitled "Option of Holder to Elect Purchase" on the reverse of the
Notes.

     8. Notice of Redemption. Notice of redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest and Liquidated Damages, if any, cease to
accrue on Notes or portions thereof called for redemption unless the Issuers
defaults in making such redemption payment.

     9. Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Issuers may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Issuers need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, it need not
exchange or register the transfer of any Notes for a period of 15 days before
the mailing of a notice of redemption or during the period between a record date
and the corresponding Interest Payment Date.

     10. Persons Deemed Owners. The registered Holder of a Note may be treated
as its owner for all purposes.


                                Exhibit A Page 6



<PAGE>



     11. Amendment, Supplement and Waiver. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the then outstanding
Notes, and any existing default or compliance with any provision of the
Indenture, the Guarantees, or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes. Without
the consent of any Holder of a Note, the Indenture, the Guarantees, or the Notes
may be amended or supplemented to cure any ambiguity, defect or inconsistency,
to provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of an Issuer's or a Subsidiary Guarantor's
obligations to Holders of the Notes in case of a merger or consolidation or sale
of all or substantially all of such Issuer's or Subsidiary Guarantor's assets,
to add or release Subsidiary Guarantors pursuant to the terms of the Indenture,
to make any change that would provide any additional rights or benefits to the
Holders of the Notes or surrender any right or power conferred upon the Issuers
or the Subsidiary Guarantors by the Indenture that does not adversely affect the
rights under the Indenture of any such Holder, to comply with the requirements
of the SEC in order to effect or maintain the qualification of the Indenture
under the Trust Indenture Act, to evidence or provide for the acceptance of
appointment under the Indenture of a successor Trustee, to add additional Events
of Default or to secure the Notes and/or the Guarantees.

     12. Defaults and Remedies. Events of Default include in summary form: (i)
default for 30 days in the payment when due of interest on or Liquidated
Damages, if any, with respect to the Notes (whether or not prohibited by Article
10 of the Indenture); (ii) default in payment when due of the principal of or
premium, if any, on the Notes (whether or not prohibited by Article 10 of the
Indenture); (iii) failure by the Partnership or any of its Restricted
Subsidiaries to comply with Sections 3.09, 4.06 and 4.07 of the Indenture; (iv)
failure by the Partnership for 60 days after notice to the Issuers by the
Trustee or to the Issuers and the Trustee by Holders of at least 25% in
principal amount of the Notes then outstanding to comply with certain other
agreements in the Indenture or the Notes (provided that no such notice need be
given, and an Event of Default shall occur, 60 days after a failure by an Issuer
or any Restricted Subsidiary of the Partnership to comply with the covenants in
section 4.08, 4.09 or 5.01 of the Indenture, unless theretofore cured); (v)
default under any mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any Indebtedness for money
borrowed by an Issuer or any Restricted Subsidiary of the Partnership (or the
payment of which is guaranteed by an Issuer or any Restricted Subsidiary of the
Partnership), whether such Indebtedness or guarantee now exists, or is created
after the date of the Indenture, if that default (a) is caused by a failure to
pay principal of or premium, if any, or interest on such Indebtedness prior to
the expiration of the grace period provided in such Indebtedness on the date of
such default (a "Payment Default") or (b) results in the acceleration of such
Indebtedness prior to its express maturity and, in each case, the principal
amount of any such Indebtedness, together with the principal amount of any other
such Indebtedness under which there has been a Payment Default or the maturity
of which has been so accelerated, aggregates $20.0 million or more; (vi) the
failure by an Issuer or any Restricted Subsidiary of the Partnership to pay
final judgments by courts of competent jurisdiction aggregating in excess of
$10.0 million, which judgments are not paid, discharged or stayed for a period
of 60 days; (vii) except as permitted by the Indenture, any Guarantee of a
Subsidiary Guarantor shall be held in any judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be in force and effect
or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary


                                Exhibit A Page 7



<PAGE>



Guarantor, shall deny or disaffirm its obligations under its Guarantee; and
(viii) certain events of bankruptcy or insolvency with respect to an Issuer or
any Restricted Subsidiary of the Partnership that is a Significant Subsidiary or
any group of Restricted Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary. If any Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable.
Notwithstanding the foregoing, so long as any Credit Facility shall be in full
force and effect, if an Event of Default pursuant to clause (v) above with
regard to such Credit Facility shall have occurred and be continuing, the Notes
shall not become due and payable until the earlier to occur of (x) five Business
Days following delivery of written notice of such acceleration of the Notes to
the agent under such Credit Facility and (y) the acceleration of any
Indebtedness under such Credit Facility. Notwithstanding the foregoing, in the
case of an Event of Default arising from certain events of bankruptcy or
insolvency, with respect to an Issuer, any Restricted Subsidiary of the
Partnership constituting a Significant Subsidiary or any group of Restricted
Subsidiaries of the Partnership that, taken together, would constitute a
Significant Subsidiary, all outstanding Notes will become due and payable
without further action or notice. Holders may not enforce the Indenture or the
Notes except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Notes notice of any continuing Default or Event of
Default (except a Default or Event of Default relating to the payment of
principal or interest) if it determines that withholding notice is in their
interest.

The Holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of the
Notes waive any existing Default or Event of Default and its consequences under
the Indenture except a continuing Default or Event of Default in the payment of
interest or Liquidated Damages, if any, on, or the principal or premium, if any,
of the Notes. The Partnership is required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Issuers are required
upon becoming aware of any Default or Event of Default, to deliver to the
Trustee a statement specifying such Default or Event of Default.

     13. Ranking. Payment and principal, premium, if any, and interest on, and
other Obligations with respect to, the Notes is subordinated, in the manner and
to the extent set forth in the Indenture, to prior payment in full of all Senior
Debt.

     14. Trustee Dealings with Partnership. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Partnership or its Affiliates, and may otherwise deal with the
Partnership or its Affiliates, as if it were not the Trustee.

     15. No Recourse Against General Partner. The General Partner shall not have
any liability for any Obligations of either of the Issuers or any Subsidiary
Guarantor under the Notes, the Indenture or the Guarantees, or for any claim
based on, in respect of, or by reason of, such Obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for the issuance of the Notes.


                                Exhibit A Page 8


<PAGE>



     16. No Recourse Against Others. A past, present or future director,
officer, partner, employee, incorporator, stockholder or member of an Issuer,
the General Partner or any Subsidiary Guarantor, as such, shall not have any
liability for any Obligations of either of the Issuers or any Subsidiary
Guarantor under the Notes, the Indenture or the Guarantees or for any claim
based on, in respect of, or by reason of, such Obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for the issuance of the Notes.

     17. Authentication. This Note shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.

     18. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

     19. Additional Rights and Obligations of Holders of Restricted Global Notes
and Restricted Definitive Notes. In addition to the rights provided to Holders
of Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Certificated Notes shall have all the rights and obligations set forth in the
Registration Rights Agreement dated as of March 24, 2003, among the Issuers, the
Subsidiary Guarantors and the parties named on the signature pages thereof (the
"Registration Rights Agreement").

     20. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuers have caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

     The Issuers will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.

           Requests may be made to:

                    El Paso Energy Partners, L.P.
                    4 Greenway Plaza
                    Houston, Texas 77046
                    Attention: Chief Financial Officer

           with a copy to:

                    Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                    1900 Pennzoil Place, South Tower
                    711 Louisiana Street
                    Houston, Texas  77002
                    Attention:  J. Vincent Kendrick



                                Exhibit A Page 9




<PAGE>



                              [FORM OF ASSIGNMENT]

     To assign this Note, fill in the form below: (I) or (we) assign and
transfer this Note to:


--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)



--------------------------------------------------------------------------------
             (Print or type name, address and zip code of assignee)


and irrevocably appoint ________________________________________________________
to transfer this Note on the books of the Issuers. The agent may substitute
another to act for him.



Date:                     Your Signature:
     --------------------                ----------------------------------
                                        (Sign exactly as name appears
                                         on the other side of this Security)

                              Signature Guarantee*

----------

*          NOTICE: The Signature must be guaranteed by an Institution which is a
           member of one of the following recognized signature Guarantee
           Programs: (i) The Securities Transfer Agent Medallion Program
           (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP);
           (iii) The Stock Exchange Medallion Program (SEMP); or (iv) in such
           other guarantee program acceptable to the Trustee.


                                Exhibit A Page 10


<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Note purchased by the Issuers pursuant to
Section 3.09, 4.07 or 4.06 of the Indenture, check the box below:


     [ ]Section 3.09 and 4.07             [ ]Section 4.06

     If you want to elect to have only part of the Note purchased by the Issuers
pursuant to Section 3.09, 4.07 or Section 4.06 of the Indenture, state the
amount you elect to have purchased (must be an integral multiple of $1,000):


$
 ----------

Date:                     Your Signature:
     --------------------                ----------------------------------
                                        (Sign exactly as name appears
                                         on the other side of this Security)


                                        Tax Identification No.
                                                              ----------

                              Signature Guarantee**

----------

**         NOTICE: The Signature must be guaranteed by an Institution which is a
           member of one of the following recognized signature Guarantee
           Programs: (i) The Securities Transfer Agent Medallion Program
           (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP);
           (iii) The Stock Exchange Medallion Program (SEMP); or (iv) in such
           other guarantee program acceptable to the Trustee.


                               Exhibit A Page 11

<PAGE>




             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

     The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Certificated Note, or exchanges of a part of
another Global Note or Certificated Note for an interest in this Global Note,
have been made:

<Table>
<Caption>
                                                                                                Principal amount
                     Signature of authorized                                                   of this Global Note
                           signatory          Amount of decrease       Amount of increase        following such
                      of Trustee or Note      in Principal amount     in Principal amount           decrease
Date of Exchange          Custodian           of this Global Note     of this Global Note         (or increase)
----------------     -----------------------  -------------------     -------------------      -------------------

<S>                  <C>                      <C>                     <C>                      <C>

</Table>



----------

*    This schedule should only be included if the Note is issued in global form.



                                Exhibit A Page 12




<PAGE>



                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

JPMorgan Chase Bank
700 Lavaca, 5th Floor
Austin, Texas 78701
Attention:  Corporate Trust Division

[Registrar address block]

                        Re:  8 1/2% Senior Subordinated Notes due 2010 of
                             El Paso Energy Partners, L.P. and El Paso
                             Energy Partners Finance Corporation

     Reference is hereby made to the Indenture, dated as of March 24, 2003 (the
"Indenture"), between El Paso Energy Partners, L.P. and El Paso Energy Partners
Finance Corporation, as issuers (the "Issuers"), the Persons acting as
guarantors and named herein (the "Subsidiary Guarantors") and JPMorgan Chase
Bank, as trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.

     ___________________________________________, (the "Transferor") owns and
proposes to transfer the Note[s] or interest in such Note[s] specified in Annex
A hereto, in the principal amount of $_________________________ in such Note[s]
or interests (the "Transfer"), to _______________________________ (the
"Transferee"), as further specified in Annex A hereto. In connection with the
Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

     1. [ ] Check if Transferee will take delivery of a beneficial interest in
the 144A Global Note or a Certificated Note Pursuant to Rule 144A. The Transfer
is being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Certificated Note is being transferred to a Person that the
Transferor reasonably believed and believes is purchasing the beneficial
interest or Certificated Note for its own account, or for one or more accounts
with respect to which such Person exercises sole investment discretion, and such
Person and each such account is a "qualified institutional buyer" within the
meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and
such Transfer is in compliance with any applicable blue sky securities laws of
any state of the United States. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Certificated Note will be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the 144A Global Note and/or the
Certificated Note and in the Indenture and the Securities Act.

     2. [ ] Check if Transferee will take delivery of a beneficial interest in
the Regulation S Global Note or a Certificated Note pursuant to Regulation S.
The Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the Securities Act and, accordingly, the Transferor hereby
further certifies that (i) the Transfer is not being made to a person in the
United States and (x) at the time the buy order was originated, the Transferee
was outside the United States or such Transferor and any Person acting on its
behalf reasonably believed and believes that the Transferee was


                                Exhibit B Page 1



<PAGE>



outside the United States or (y) the transaction was executed in, on or through
the facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act, and (iv) if the proposed transfer is being made prior to the
expiration of the Distribution Compliance Period, the transfer is not being made
to a U.S. Person or for the account or benefit of a U.S. Person (other than an
Initial Purchaser). Upon consummation of the proposed transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Certificated Note will be subject to the restrictions on Transfer enumerated in
the Private Placement Legend printed on the Regulation S Global Note and/or the
Certificated Note and in the Indenture and the Securities Act.

     3. [ ] Check and complete if Transferee will take delivery of a beneficial
interest in the Restricted Global Note or a Certificated Note pursuant to any
provision of the Securities Act other than Rule 144A or Regulation S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Certificated Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

     (a) [ ] such Transfer is being effected pursuant to and in accordance with
Rule 144 under the Securities Act;

                                       or

     (b) [ ] such Transfer is being effected to the Partnership, El Paso Finance
or a Restricted Subsidiary of the Partnership;

                                       or

     (c) [ ] such Transfer is being effected to an Institutional Accredited
Investor and pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor
hereby further certifies that the Transfer complies with the transfer
restrictions applicable to beneficial interests in a Restricted Global Note or
Restricted Certificated Notes and the requirements of the exemption claimed,
which certification is supported by (1) a certificate executed by the Transferee
in the form of Exhibit E to the Indenture and (2) if such Transfer is in respect
of a principal amount of Notes at the time of transfer of less than $250,000, an
Opinion of Counsel provided by the Transferor or the Transferee (a copy of which
the Transferor has attached to this certification), to the effect that such
Transfer is in compliance with the Securities Act. Upon consummation of the
proposed transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Certificated Note will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Note and/or the Certificated Notes and in the Indenture and the
Securities Act.


                                Exhibit B Page 2




<PAGE>




     4. [ ] Check if Transferee will take delivery of a beneficial interest in
an Unrestricted Global Note or of an Unrestricted Certificated Note.

     (a) [ ] Check if Transfer is pursuant to Rule 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Certificated
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Certificated Notes and in the Indenture.

     (b) [ ] Check if Transfer is Pursuant to Regulation S. (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Certificated Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Certificated Notes and in the Indenture.

     (c) [ ] Check if Transfer is Pursuant to Other Exemption. (i) The Transfer
is being effected pursuant to and in compliance with an exemption from the
registration requirements of the Securities Act other than Rule 144, Rule 903 or
Rule 904 and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Certificated Note will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Certificated Notes and in the Indenture.

     (d) [ ] Check if Transfer is Pursuant to an Effective Registration
Statement. The transfer is being effected pursuant to an effective registration
statement under the Securities Act and in compliance with the prospectus
delivery requirements of the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Certificated Note will not be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes or Restricted Certificated Notes and in the Indenture.

     This certificate and the statements contained herein are made for your
benefit and for the benefit of the Issuers, the Subsidiary Guarantors and J.P.
Morgan Securities Inc., Goldman, Sachs & Co., UBS Warburg LLC and Wachovia
Securities, Inc. (collectively, the "Initial Purchasers"), the Initial
Purchasers of such Notes being transferred. We acknowledge that you, the
Issuers, the Subsidiary Guarantors and the Initial Purchasers will rely upon our

                                Exhibit B Page 3




<PAGE>



confirmations, acknowledgments and agreements set forth herein, and we agree to
notify you promptly in writing if any of our representations or warranties
herein ceases to be accurate and complete.

[Insert Name of Transferor]


By:
   -----------------------------------------------------------
Name:
     ---------------------------------------------------------
Title:
      --------------------------------------------------------

Dated:
      ---------- ---, -----

cc: Issuers
    Initial Purchasers


                                Exhibit B Page 4



<PAGE>



                       ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

     (a) [ ] a beneficial interest in the:

         (i)   [ ] 144A Global Note (CUSIP ______), or

         (ii)  [ ] Regulation S Global Note (CUSIP ______), or

         (iii) [ ] Restricted Global Note (CUSIP ______); or

     (b) [ ] a Restricted Certificated Note.

2. After the Transfer the Transferee will hold:

                                   [CHECK ONE]

     (a) [ ] a beneficial interest in the:

         (i)   [ ] 144A Global Note (CUSIP ______), or

         (ii)  [ ] Regulation S Global Note (CUSIP ______), or

         (iii) [ ] Restricted Global Note (CUSIP ______), or

         (iv)  [ ] Unrestricted Global Note (CUSIP ______); or

     (b) [ ] a Restricted Certificated Note; or

     (c) [ ] an Unrestricted Certificated Note,

in accordance with the terms of the Indenture.


                                Exhibit B Page 5



<PAGE>




                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

JPMorgan Chase Bank
700 Lavaca, 5th Floor
Austin, Texas 78701
Attention:  Corporate Trust Division

[Registrar address block]

                      Re: 8 1/2% Senior Subordinated Notes due 2010 of
                          El Paso Energy Partners, L.P. and El Paso Energy
                          Partners Finance Corporation

                              (CUSIP _____________)

     Reference is hereby made to the Indenture, dated as of March 24, 2003 (the
"Indenture"), between El Paso Energy Partners, L.P. and El Paso Energy Partners
Finance Corporation, as issuers (the "Issuers"), the Persons acting as
guarantors and named therein (the "Subsidiary Guarantors") and JPMorgan Chase
Bank, as trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.

     _____________________________, (the "Owner") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $_________________________ in such Note[s] or interests (the
"Exchange"). In connection with the Exchange, the Owner hereby certifies that:

     1. Exchange of Restricted Certificated Notes or Beneficial Interests in a
Restricted Global Note for Unrestricted Certificated Notes or Beneficial
Interests in an Unrestricted Global Note

     (a) [ ] Check if Exchange is from beneficial interest in a Restricted
Global Note to beneficial interest in an Unrestricted Global Note. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the "Securities Act"), (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

     (b) [ ] Check if Exchange is from beneficial interest in a Restricted
Global Note to Unrestricted Certificated Note. In connection with the Exchange
of the Owner's beneficial interest in a Restricted Global Note for an
Unrestricted Certificated Note, the Owner hereby certifies (i) the Certificated
Note is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the


                                Exhibit C Page 1



<PAGE>



Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Certificated Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.

     (c) [ ] Check if Exchange is from Restricted Certificated Note to
beneficial interest in an Unrestricted Global Note. In connection with the
Owner's Exchange of a Restricted Certificated Note for a beneficial interest in
an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Certificated Notes and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

     (d) [ ] Check if Exchange is from Restricted Certificated Note to
Unrestricted Certificated Note. In connection with the Owner's Exchange of a
Restricted Certificated Note for an Unrestricted Certificated Note, the Owner
hereby certifies (i) the Unrestricted Certificated Note is being acquired for
the Owner's own account without transfer, (ii) such Exchange has been effected
in compliance with the transfer restrictions applicable to Restricted
Certificated Notes and pursuant to and in accordance with the Securities Act,
(iii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the Unrestricted Certificated Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.

     2. Exchange of Restricted Certificated Notes or Beneficial Interests in
Restricted Global Notes for Restricted Certificated Notes or Beneficial
Interests in Restricted Global Notes

     (a) [ ] Check if Exchange is from beneficial interest in a Restricted
Global Note to Restricted Certificated Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Certificated Note with an equal principal amount, the Owner hereby certifies
that the Restricted Certificated Note is being acquired for the Owner's own
account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Certificated Note
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Certificated Note and in
the Indenture and the Securities Act.

     (b) [ ] Check if Exchange is from Restricted Certificated Note to
beneficial interest in a Restricted Global Note. In connection with the Exchange
of the Owner's Restricted Certificated Note for a beneficial interest in the
[CHECK ONE] [ ] 144A Global Note, [ ] Regulation S Global Note, [ ] Restricted
Global Note, with an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities


                                Exhibit C Page 2



<PAGE>




Act, and in compliance with any applicable blue sky securities laws of any state
of the United States. Upon consummation of the proposed Exchange in accordance
with the terms of the Indenture, the beneficial interest issued will be subject
to the restrictions on transfer enumerated in the Private Placement Legend
printed on the relevant Restricted Global Note and in the Indenture and the
Securities Act.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuers, the Subsidiary Guarantors and J.P.
Morgan Securities, Inc., Goldman, Sachs & Co., UBS Warburg LLC and Wachovia
Securities, Inc. (collectively, the "Initial Purchasers"), the Initial
Purchasers of such Notes being transferred. We acknowledge that you, the
Issuers, the Subsidiary Guarantors and the Initial Purchasers will rely upon our
confirmations, acknowledgments and agreements set forth herein, and we agree to
notify you promptly in writing if any of our representations or warranties
herein ceases to be accurate and complete.

[Insert Name of Owner]


By:
   -----------------------------------------------------------
Name:
     ---------------------------------------------------------
Title:
      --------------------------------------------------------

Dated:
      ---------- ---, -----

cc:  Issuers
     Initial Purchasers


                                Exhibit C Page 3



<PAGE>




                                                                       EXHIBIT D

                           FORM OF GUARANTEE NOTATION

     Subject to the limitations set forth in the Indenture (the "Indenture")
referred to in the Note upon which this notation is endorsed, each of the
entities listed on Schedule A hereto (hereinafter referred to as the "Subsidiary
Guarantors," which term includes any successor or additional Subsidiary
Guarantor under the Indenture, (i) has unconditionally guaranteed: (a) the due
and punctual payment of the principal of and premium, interest and Liquidated
Damages on the Notes, whether at maturity or interest payment date, by
acceleration, call for redemption or otherwise, (b) the due and punctual payment
of interest on the overdue principal of and premium, interest and Liquidated
Damages, if any, if lawful, on the Notes, (c) the due and punctual performance
of all other Obligations of the Issuers to the Holders or the Trustee, all in
accordance with the terms set forth in the Indenture, and (d) in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, the prompt payment in full thereof when due or performance thereof
in accordance with the terms of the extension or renewal, whether at Stated
Maturity, by acceleration or otherwise and (ii) has agreed to pay any and all
costs and expenses (including reasonable attorneys' fees) incurred by the
Trustee or any Holder in enforcing any rights under this Guarantee.

     This Guarantee Notation is subject to the limitations set forth in the
Indenture, including Article 11 thereof.

     No member, stockholder, partner, officer, employee, director or
incorporator, as such, past, present or future, of the Subsidiary Guarantors
shall have any personal liability under this Guarantee by reason of his or its
status as such member, manager, partner, stockholder, officer, employee,
director or incorporator.

     The Guarantee shall be binding upon each Subsidiary Guarantor and its
successors and assigns and shall inure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges
herein conferred upon that party shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions hereof.

     Each Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Note upon which this notation of Guarantee
is noted shall have been executed by the Trustee under the Indenture by the
manual signature of one of its authorized officers.

     The obligations of the Subsidiary Guarantors to the Holders of Notes and to
the Trustee pursuant to the Guarantees and the Indenture are expressly
subordinated to the extent set forth in Articles 10 and 11 of the Indenture and
reference is hereby made to such Indenture for the precise terms of such
subordination.

     Certain of the Subsidiary Guarantors may be released from their Guarantees
upon the terms and subject to the conditions provided in the Indenture.


                                Exhibit D Page 1




<PAGE>



CRYSTAL HOLDING, L.L.C.*
CHACO LIQUIDS PLANT TRUST
   By: EL PASO ENERGY PARTNERS OPERATING
       COMPANY, L.L.C., in its capacity as trustee of the
       Chaco Liquids Plant Trust*
EL PASO ENERGY INTRASTATE, L.P.*
EL PASO ENERGY PARTNERS OIL TRANSPORT, L.L.C.*
EL PASO ENERGY PARTNERS OPERATING
      COMPANY, L.L.C.*
EL PASO ENERGY WARWINK I COMPANY, L.P.*
EL PASO ENERGY WARWINK II COMPANY, L.P.*
EL PASO OFFSHORE GATHERING & TRANSMISSION, L.P.*
EL PASO SOUTH TEXAS, L.P.*
EPGT TEXAS PIPELINE, L.P.*
EPN ALABAMA INTRASTATE, L.L.C.*
EPN FIELD SERVICES L.L.C.*
EPN GATHERING AND TREATING COMPANY, L.P.*
EPN GATHERING AND TREATING GP HOLDING, L.L.C.*
EPN GP HOLDING, L.L.C.*
EPN GP HOLDING I, L.L.C.*
EPN GULF COAST, L.P.*
EPN HOLDING COMPANY, L.P.*
EPN HOLDING COMPANY I, L.P.*
EPN NGL STORAGE, L.L.C.*
EPN PIPELINE GP HOLDING, L.L.C.*
FIRST RESERVE GAS, L.L.C.*
FLEXTREND DEVELOPMENT COMPANY, L.L.C.*
HATTIESBURG GAS STORAGE COMPANY*
   By: FIRST RESERVE GAS, L.L.C., in its capacity as 50%
       general partner of Hattiesburg Gas Storage Company*
   By: HATTIESBURG INDUSTRIAL GAS SALES, L.L.C., in its
       capacity as 50% general partner of Hattiesburg Gas Storage Company*
HATTIESBURG INDUSTRIAL GAS SALES, L.L.C.*
HIGH ISLAND OFFSHORE SYSTEM, L.L.C.
   By: EL PASO ENERGY PARTNERS, L.P.,
       its sole member*
MANTA RAY GATHERING COMPANY, L.L.C.*
PETAL GAS STORAGE, L.L.C.*
POSEIDON PIPELINE COMPANY, L.L.C.*
WARWINK GATHERING AND TREATING COMPANY*
   By: EL PASO ENERGY WARWINK I COMPANY, L.P., in its capacity as 99%
       general partner of Warwink Gathering and Treating Company*



                                Exhibit D Page 2
<PAGE>


   By: EL PASO ENERGY WARWINK II COMPANY, L.P., in its capacity as 1%
       general partner of Warwink Gathering and Treating Company*




             By:
                ----------------------------------------------------------------
             Name:
                  --------------------------------------------------------------
             Title:
                   -------------------------------------------------------------



                                Exhibit D Page 3




<PAGE>




                                                                       EXHIBIT E

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

El Paso Energy Partners, L.P.
4 Greenway Plaza
Houston, Texas 77046

JPMorgan Chase Bank
700 Lavaca, 5th Floor
Austin, Texas 78701

                Re:   El Paso Energy Partners, L.P.
                      El Paso Energy Partners Finance Corporation
                      8 1/2% Senior Subordinated Notes due 2010

     Reference is hereby made to the Indenture, dated as of March 24, 2003 (the
"Indenture"), among El Paso Energy Partners, L.P. (the "Partnership") and El
Paso Energy Partners Finance Corporation ("El Paso Finance"), as issuers (the
"Issuers"), the Subsidiaries named therein, as Subsidiary Guarantors, and
JPMorgan Chase Bank, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

     In connection with our proposed purchase of $_______________ aggregate
principal amount of:

     (a) [ ] a beneficial interest in a Global Note, or

     (b) [ ] a Certificated Note,

     we confirm that:

     1. We understand that any subsequent transfer of the Series A Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Series A Notes or any interest therein except
in compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

     2. We understand that the offer and sale of the Series A Notes have not
been registered under the Securities Act, and that the Series A Notes and any
interest therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell the Series A Notes or
any interest therein, we will do so only (A) to the Partnership, El Paso
Finance, or any subsidiary of the Partnership, (B) in the United States to a
person who the seller reasonably believes is a "qualified institutional buyer"
(as defined in Rule 144A under the Securities Act) in a transaction meeting the
requirements of Rule 144A, (C) outside the United States in an offshore
transaction in accordance with Rule 904 under the Securities Act, (D) pursuant
to an exemption from registration under the Securities Act provided by Rule 144


                                Exhibit E Page 1



<PAGE>



thereunder (if available), (E) to an institutional "accredited investor" within
the meaning of Rule 501(A)(1), (2), (3) or (7) under the Securities Act that is
an institutional accredited investor acquiring the security for its own account
or for the account of such institutional accredited investor, in each case in a
minimum principal amount of the securities of $250,000, for investment purposes
and not with a view to or for offer or sale in connection with any distribution
in violation of the Securities Act or (F) pursuant to an effective registration
statement under the Securities Act, in each cases (A) through (E) in accordance
with any applicable securities laws of any state of the United States, and we
further agree to provide to any person purchasing a Certificated Note or
beneficial interest in a Global Note from us in a transaction meeting the
requirements of clauses (A) through (E) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.

     3. We understand that, on any proposed resale of the Series A Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certification, legal opinions and other information as you and the
Company may reasonably requires to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Series A Notes
purchased by us will bear a legend to the foregoing effect.

     4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Series A Notes, and
we and any accounts for which we are acting are each able to bear the economic
risk of our or its investment. We are acquiring the Series A Notes for
investment purposes and not with a view to, or for offer or sale in connection
with, any distribution in violation of the Securities Act.

     5. We are acquiring the Series A Notes or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which
is an institutional "accredited investor") as to each of which we exercise sole
investment discretion.

     You and the Issuers are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.



                              --------------------------------------------------
                              [Insert Name of Institutional Accredited Investor]


                              By:
                                 ----------------------------------------------
                              Name:
                              Title:

Dated:
      ---------- ---, -----

                                Exhibit E Page 2