exv4w1



 







 





TRANSCONTINENTAL GAS PIPE LINE CORPORATION




and




JPMORGAN CHASE BANK, N.A., as Trustee




 






INDENTURE




Dated as of April 11, 2006




6.40% Senior Notes due 2016




 





 









 





CROSS-REFERENCE TABLE*




	 	 	 	 	 
	TIA Section	 	Indenture Section	 
	310 (a)(1)
	 	 	6.10	 
	(a)(2)
	 	 	6.10	 
	(a)(3)
	 	 	N.A.	 
	(a)(4)
	 	 	N.A.	 
	(a)(5)
	 	 	6.10	 
	(b)
	 	 	6.10; 7.01	(b)
	(c)
	 	 	N.A.	 
	311 (a)
	 	 	6.11	 
	(b)
	 	 	6.11	 
	(c)
	 	 	N.A.	 
	312 (a)
	 	 	2.05	 
	(b)
	 	 	10.03	 
	(c)
	 	 	10.03	 
	313 (a)
	 	 	6.06	 
	(b)
	 	 	6.06	 
	(c)
	 	 	6.06	 
	(d)
	 	 	6.06	 
	314 (a)
	 	 	3.03	 
	(b)
	 	 	N.A.	 
	(c)(1)
	 	 	10.04	 
	(c)(2)
	 	 	10.04	 
	(c)(3)
	 	 	N.A.	 
	(d)
	 	 	N.A.	 
	(e)
	 	 	10.05	 
	(f)
	 	 	N.A.	 
	315 (a)
	 	 	6.01	(b)
	(b)
	 	 	6.05	 
	(c)
	 	 	6.01	(a)
	(d)
	 	 	6.01	(c)
	(e)
	 	 	5.11	 
	316 (a)(last sentence)
	 	 	2.09	 
	(a)(1)(A)
	 	 	5.05	 
	(a)(1)(B)
	 	 	5.04	 
	(a)(2)
	 	 	N.A.	 
	(b)
	 	 	5.07	 
	(c)
	 	 	8.04	 
	317 (a)(1)
	 	 	5.08	 
	(a)(2)
	 	 	5.09	 
	(b)
	 	 	2.04	 
	318 (a)
	 	 	9.01	 
	318 (c)
	 	 	9.01	 








 




			
	N.A.	 	means not applicable
	 
	*	 	This Cross-Reference Table is not part of this Indenture




 









 










TABLE OF CONTENTS




	 	 	 	 	 	 	 
	ARTICLE I
	 	 	 	 
	 
	 	 	 	 	 	 
	DEFINITIONS AND INCORPORATION BY REFERENCE1
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 1.01
	 	Definitions	 	 	1	 
	Section 1.02
	 	Other Definitions	 	 	6	 
	Section 1.03
	 	Incorporation by Reference of Trust Indenture Act	 	 	6	 
	Section 1.04
	 	Rules of Construction	 	 	7	 
	 
	 	 	 	 	 	 
	ARTICLE II
	 	 	 	 
	 
	 	 	 	 	 	 
	THE SECURITIES
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 2.01
	 	Form and Dating	 	 	7	 
	Section 2.02
	 	Execution and Authentication	 	 	9	 
	Section 2.03
	 	Registrar and Paying Agent	 	 	9	 
	Section 2.04
	 	Paying Agent to Hold Money in Trust	 	 	10	 
	Section 2.05
	 	Holder Lists	 	 	10	 
	Section 2.06
	 	Transfer and Exchange	 	 	10	 
	Section 2.07
	 	Certificated Securities	 	 	14	 
	Section 2.08
	 	Replacement Securities	 	 	15	 
	Section 2.09
	 	Outstanding Securities	 	 	16	 
	Section 2.10
	 	Treasury Securities	 	 	16	 
	Section 2.11
	 	Temporary Securities	 	 	16	 
	Section 2.12
	 	Cancellation	 	 	16	 
	Section 2.13
	 	Defaulted Interest	 	 	17	 
	Section 2.14
	 	Persons Deemed Owners	 	 	17	 
	Section 2.15
	 	CUSIP Numbers	 	 	17	 
	 
	 	 	 	 	 	 
	ARTICLE III
	 	 	 	 
	 
	 	 	 	 	 	 
	COVENANTS
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 3.01
	 	Payment of Securities	 	 	17	 
	Section 3.02
	 	Maintenance of Office or Agency	 	 	18	 
	Section 3.03
	 	SEC Reports; Financial Statements	 	 	19	 
	Section 3.04
	 	Compliance Certificate	 	 	19	 
	Section 3.05
	 	Limitation on Liens	 	 	20	 
	Section 3.06
	 	Limitation on Sale and Leaseback Transactions	 	 	23	 






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	ARTICLE IV
	 	 	 	 
	 
	 	 	 	 	 	 
	CONSOLIDATION, MERGER AND SALE
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 4.01
	 	Limitation on Mergers and Consolidations	 	 	24	 
	Section 4.02
	 	Successors Substituted	 	 	24	 
	 
	 	 	 	 	 	 
	ARTICLE V
	 	 	 	 
	 
	 	 	 	 	 	 
	DEFAULTS AND REMEDIES
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 5.01
	 	Events of Default	 	 	25	 
	Section 5.02
	 	Acceleration	 	 	26	 
	Section 5.03
	 	Other Remedies	 	 	27	 
	Section 5.04
	 	Waiver of Existing Defaults	 	 	28	 
	Section 5.05
	 	Control by Majority	 	 	28	 
	Section 5.06
	 	Limitations on Suits	 	 	28	 
	Section 5.07
	 	Rights of Holders to Receive Payment	 	 	29	 
	Section 5.08
	 	Collection Suit by Trustee	 	 	29	 
	Section 5.09
	 	Trustee May File Proofs of Claim	 	 	29	 
	Section 5.10
	 	Priorities	 	 	30	 
	Section 5.11
	 	Undertaking for Costs	 	 	30	 
	 
	 	 	 	 	 	 
	ARTICLE VI
	 	 	 	 
	 
	 	 	 	 	 	 
	TRUSTEE
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 6.01
	 	Duties of Trustee	 	 	30	 
	Section 6.02
	 	Rights of Trustee	 	 	31	 
	Section 6.03
	 	Individual Rights of Trustee	 	 	33	 
	Section 6.04
	 	Trustee’s Disclaimer	 	 	33	 
	Section 6.05
	 	Notice of Defaults	 	 	33	 
	Section 6.06
	 	Reports by Trustee to Holders	 	 	33	 
	Section 6.07
	 	Compensation and Indemnity	 	 	33	 
	Section 6.08
	 	Replacement of Trustee	 	 	34	 
	Section 6.09
	 	Successor Trustee by Merger, etc.	 	 	35	 
	Section 6.10
	 	Eligibility; Disqualification	 	 	35	 
	Section 6.11
	 	Preferential Collection of Claims Against Company	 	 	36	 
	 
	 	 	 	 	 	 
	ARTICLE VII
	 	 	 	 
	 
	 	 	 	 	 	 
	DISCHARGE OF INDENTURE
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 7.01
	 	Termination of Company’s Obligations	 	 	36	 
	Section 7.02
	 	Application of Trust Money	 	 	39	 
	Section 7.03
	 	Repayment to Company	 	 	39	 
	Section 7.04
	 	Reinstatement	 	 	39	 






ii









 






	 	 	 	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	 
	 	 	 	 	 	 
	AMENDMENTS
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 8.01
	 	Without Consent of Holders	 	 	39	 
	Section 8.02
	 	With Consent of Holders	 	 	40	 
	Section 8.03
	 	Compliance with Trust Indenture Act	 	 	41	 
	Section 8.04
	 	Revocation and Effect of Consents	 	 	42	 
	Section 8.05
	 	Notation on or Exchange of Securities	 	 	42	 
	Section 8.06
	 	Trustee to Sign Amendments, etc.	 	 	42	 
	 
	 	 	 	 	 	 
	ARTICLE IX
	 	 	 	 
	 
	 	 	 	 	 	 
	REDEMPTION
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 9.01
	 	Notices to Trustee	 	 	43	 
	Section 9.02
	 	Selection of Securities to be Redeemed	 	 	43	 
	Section 9.03
	 	Notices to Holders	 	 	43	 
	Section 9.04
	 	Effect of Notices of Redemption	 	 	44	 
	Section 9.05
	 	Deposit of Redemption Price	 	 	44	 
	Section 9.06
	 	Securities Redeemed in Part	 	 	45	 
	Section 9.07
	 	Optional Redemption	 	 	45	 
	 
	 	 	 	 	 	 
	ARTICLE X
	 	 	 	 
	 
	 	 	 	 	 	 
	MISCELLANEOUS
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 10.01
	 	Trust Indenture Act Controls	 	 	45	 
	Section 10.02
	 	Notices	 	 	45	 
	Section 10.03
	 	Communication by Holders with Other Holders	 	 	46	 
	Section 10.04
	 	Certificate and Opinion as to Conditions Precedent	 	 	46	 
	Section 10.05
	 	Statements Required in Certificate or Opinion	 	 	47	 
	Section 10.06
	 	Rules by Trustee and Agents	 	 	47	 
	Section 10.07
	 	Legal Holidays	 	 	47	 
	Section 10.08
	 	No Recourse Against Others	 	 	47	 
	Section 10.09
	 	Governing Law	 	 	48	 
	Section 10.10
	 	No Adverse Interpretation of Other Agreements	 	 	48	 
	Section 10.11
	 	Successors	 	 	48	 
	Section 10.12
	 	Severability	 	 	48	 
	Section 10.13
	 	Counterpart Originals	 	 	48	 
	Section 10.14
	 	Table of Contents, Headings, etc.	 	 	48	 






iii









 






     INDENTURE dated as of April 11, 2006 between Transcontinental Gas Pipe Line
Corporation, a Delaware corporation (the “Company”), and JPMorgan Chase Bank, N.A., as trustee (the
“Trustee”).



     Each party agrees as follows for the benefit of the other parties and for the equal and
ratable benefit of the Holders of the Company’s 6.40% Senior Notes due 2016 (the “Securities”).



ARTICLE I




DEFINITIONS AND INCORPORATION BY REFERENCE




     Section 1.01 Definitions.



     “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” of a Person shall mean the power to direct the management
and policies of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms “controlling” and “controlled” shall have
meanings correlative to the foregoing. The Trustee may request and may conclusively rely upon an
Officers’ Certificate to determine whether any Person is an Affiliate of any specified Person.



     “Agent” means any Registrar or Paying Agent.



     “Attributable Debt” means, with respect to any Sale and Leaseback Transaction as of any
particular time, the present value discounted at the rate of interest implicit in the terms of the
lease of the obligations of the lessee under such lease for net rental payments during the
remaining term of the lease (including any period for which such lease has been extended or may, at
the option of the Company, be extended).



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



     “Board of Directors” of any Person means the board of directors of such Person or any
committee thereof duly authorized, with respect to any particular matter, to act by or on behalf of
the board of directors of such Person.



     “Business Day” means any day that is not a Legal Holiday.



     “Company” means the Person named as the “Company” in the first paragraph of this instrument
until a successor corporation shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Company” shall mean such successor corporation.



     “Consolidated Net Tangible Assets” means the total assets of the Company and its consolidated
Subsidiaries, less:



1









 






     (1) all current liabilities (excluding (A) any current liabilities that by their terms
are extendable or renewable at the option of the obligor thereon to a time more than 12
months after the time as of which the amount thereof is being computed, and (B) current
maturities of long-term debt); and




     (2) the value (net of any applicable reserves) of all goodwill, trade names,
trademarks, patents, and other like intangible assets,



all as set forth, or as on a pro forma basis would be set forth, on a consolidated balance sheet of
the Company and its consolidated Subsidiaries for the Company’s most recently completed fiscal
quarter, prepared in accordance with GAAP.



     “Corporate Trust Office of the Trustee” means the office of the Trustee at which the corporate
trust business of the Trustee shall be principally administered, which office shall initially be
located at the address of the Trustee specified in Section 10.02 hereof and may be located at such
other address as the Trustee may give notice to the Company and the Holders or such other address
as a successor Trustee may designate from time to time by notice to the Holders and the Company.



     “Credit Agreement” means that certain Amended and Restated Credit Agreement dated as of May
20, 2005 among The Williams Companies, Inc., Northwest Pipeline Corporation, the Company and
Williams Partners L.P., as Borrowers, Citibank, N.A. and Bank of America, N.A., as Issuing Banks,
Citicorp USA, Inc., as Administrative Agent, and the other lenders party thereto, including in each
case any related notes, guarantees, collateral documents, instruments, and agreements executed in
connection therewith, and in each case as amended, restated, modified, renewed, refunded, replaced,
or refinanced from time to time.



     “Credit Facilities” means, one or more debt facilities (including, without limitation, (1) the
Credit Agreement and (2) one or more Permitted Receivables Financings) or commercial paper
facilities, in each case with banks or other institutional lenders, or pursuant to intercompany
loan or advance arrangements with Williams and/or Williams Gas Pipeline Company, LLC (provided that
in the case of such arrangements with Williams and/or Williams Gas Pipeline Company, LLC that such
arrangements are on terms consistent with practices in existence on the date of this Indenture)
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.



     “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.



     “Default” means any event, act or condition that is, or after notice or the passage of time or
both would be, an Event of Default.



     “Depositary” means The Depository Trust Company, its nominees and their respective successors.



2









 





     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor
statute.



     “Exchange Notes” means any securities of the Company evidencing indebtedness originally
evidenced by and containing terms identical to the Securities that are initially issued under the
Indenture on the Initial Issue Date (except that such Exchange Notes shall be registered under the
Securities Act, and except that such Exchange Notes will not contain terms with respect to
Additional Interest or transfer restrictions) and exchanged for such Securities pursuant to the
Registration Rights Agreement and this Indenture in accordance with Section 2.02.



     “GAAP” means generally accepted accounting principles in the United States 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 may be approved by a
significant segment of the accounting profession of the United States, as in effect from time to
time.



     “Hedging Obligations” means, with respect to any specified Person, the obligations of such
Person incurred in the normal course of business and consistent with past practices and not for
speculative purposes under:




     (1) interest rate swap agreements, interest rate cap agreements and interest rate
collar agreements;




     (2) foreign exchange contracts and currency protection agreements entered into with one
of more financial institutions designed to protect the person or entity entering into the
agreement against fluctuations in interest rates or currency exchanges rates with respect to
Indebtedness incurred and not for purposes of speculation;




     (3) any commodity futures contract, commodity option or other similar agreement or
arrangement designed to protect against fluctuations in the price of commodities used by
that entity at the time; and




     (4) other agreements or arrangements designed to protect such person against
fluctuations in interest rates or currency exchange rates.



     “Holder” means a Person in whose name a Security is registered.



     “Indebtedness” means indebtedness which is for money borrowed from others.



     “Indenture” means this Indenture as amended or supplemented from time to time.



     “Initial Issue Date” means the first date on which the Securities are issued under this
Indenture.



     “Interest Payment Date” shall have the meaning assigned to such term in the Securities.



3









 





     “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in any of
New York, New York, Houston, Texas or a place of payment are authorized or obligated by law,
regulation or executive order to remain closed.



     “Maturity,” when used with respect to any Security, means the date on which the principal of
such Security or an installment of principal becomes due and payable as therein or herein provided,
whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.



     “Obligations” means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation governing any
Indebtedness.



     “Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any
Vice Chairman of the Board, any Vice President, the Chief Financial Officer, the Chief Accounting
Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Assistant
Secretary of a Person.



     “Officers’ Certificate” means a certificate signed by two Officers of a Person.



     “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the
Trustee. Such counsel may be an employee of or counsel to the Company, its parent corporation or
the Trustee.



     “Person” means any individual, corporation, partnership, limited liability company, limited or
general partnership, joint venture, incorporated or unincorporated association, joint-stock
company, trust, unincorporated organization or government or other agency or political subdivision
thereof or other entity of any kind.



     “Permitted Receivables Financing” means any receivables financing facility or arrangement
pursuant to which a Securitization Subsidiary purchases or otherwise acquires accounts receivable
of the Company or any of its Subsidiaries and enters into a third party financing thereof on terms
that the Board of Directors has concluded are customary and has market terms fair to the Company
and its Subsidiaries.



     “QIB” means a “qualified institutional buyer” as defined in Rule 144A.



     “Redemption Date,” when used with respect to any Security to be redeemed, means the date fixed
for such redemption by or pursuant to this Indenture.



     “Redemption Price” shall have the meaning assigned to such term in the Securities.



     “Registration Default” shall have the meaning assigned to such term in the Securities.



     “Registration Rights Agreement” means the registration rights agreement, dated as of April 11,
2006, between the Company and the Initial Purchasers named therein.



4









 





     “Responsible Officer” when used with respect to the Trustee means any vice president, (whether
or not designated by numbers or words added before or after the title “vice president”), any
assistant vice president, or any other officer of the Trustee customarily performing functions
similar to those performed by the persons who at the time shall be such officers, respectively, or
to whom any corporate trust matter is referred because of his knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the administration of this
Indenture.



     “Sale and Leaseback Transaction” means any arrangement with any Person providing for the
leasing by the Company or any of its Subsidiaries of any property that has been or is to be sold or
transferred by the Company or any such Subsidiary to such Person in contemplation of such leasing.



     “SEC” means the Securities and Exchange Commission.



     “Securities” means the Company’s 6.40% Senior Notes due 2016, to be issued pursuant to this
Indenture on the Initial Issue Date and in accordance with clause (ii) of the fourth paragraph of
Section 2.02, including any Exchange Notes.



     “Securities Act” means the Securities Act of 1933, as amended, and any successor statute.



     “Securities Custodian” means the Trustee, as custodian with respect to the Securities in
global form, or any successor entity thereto.



     “Securitization Subsidiary” means a Subsidiary of the Company (1) that is designated a
“Securitization Subsidiary” by the Board of Directors, (2) that does not engage in, and whose
charter prohibits it from engaging in, any activities other than Permitted Receivables Financings
and any activity necessary, incidental or related thereto, (3) no portion of the Indebtedness or
any other obligation, contingent or otherwise, of which (A) is guaranteed by the Company or any
Subsidiary of the Company, (B) is recourse to or obligates the Company or any Subsidiary of the
Company in any way, or (C) subjects any property or asset of the Company or any Subsidiary of the
Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof, and (4)
with respect to which neither the Company nor any Subsidiary of the Company has any obligation to
maintain or preserve such Subsidiary’s financial condition or cause it to achieve certain levels of
operating results other than, in respect of clauses (3) and (4), pursuant to customary
representations, warranties, covenants and indemnities entered into in connection with a Permitted
Receivables Financing.



     “Senior Debt” means (1) all Indebtedness of the Company or any of its Subsidiaries outstanding
under any Credit Agreement; (2) any other Indebtedness of the Company or any of its Subsidiaries,
unless the instrument under which such Indebtedness is incurred expressly provides that it is
subordinated in right of payment to the Securities; and (3) all obligations with respect to the
items listed in the preceding clauses (1) and (2).



     “Stated Maturity” means, with respect to any Security, the date specified in such Security as
the fixed date on which the principal of such Security is due and payable.



5









 





     “Subsidiary” of any Person means a corporation more than 50% of the outstanding voting stock
of which is owned, directly or indirectly, by such Person or by one or more other Subsidiaries of
such Person, or by such Person and one or more other Subsidiaries of such Person. For the purposes
of this definition, “voting stock” means stock which ordinarily has voting power for the election
of directors, whether at all times or only so long as no senior class of stock has such voting
power by reason of any contingency.



     “TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. Sections 77aaa-77bbbb), as
in effect on the Initial Issue Date.



     “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.



     “U.S. Government Obligations” means direct obligations of the United States of America for the
payment of which the full faith and credit of the United States of America is pledged.



     “Williams” means The Williams Companies, Inc.



     “Williams Group Affiliates” means Williams and its Subsidiaries other than the Company and its
Subsidiaries.



     Section 1.02 Other Definitions



	 	 	 	 	 
	Term	 	Defined in Section
	“Additional Interest”
	 	Exhibit A
	“Agent Members”
	 	 	2.01	(c)
	“DTC”
	 	 	2.03	 
	“Global Security”
	 	 	2.01	(b)
	“Paying Agent”
	 	 	2.03	 
	“Registrar”
	 	 	2.03	 
	“Regulation S”
	 	 	2.01	(b)
	“Regulation S Global Securities”
	 	 	2.01	(b)
	“Rule 144A”
	 	 	2.01	(b)
	“Rule 144A Global Securities”
	 	 	2.01	(b)






     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:



     “commission” means the SEC.



     “indenture securities” means the Securities.



     “indenture security holder” means a Holder.



6









 





     “indenture to be qualified” means this Indenture.



     “indenture trustee” or “institutional trustee” means the Trustee.



     “obligor” on the indenture securities means the Company or any other obligor on the indenture
securities.



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



     Section 1.04 Rules of Construction



     Unless the context otherwise requires:




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




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




     (3) “or” is not exclusive;




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




     (5) provisions apply to successive events and transactions.



ARTICLE II




THE SECURITIES




     Section 2.01 Form and Dating



     (a) General. The Securities and the Trustee’s certificate of authentication shall be
substantially in the form of Exhibit A to this Indenture, the terms of which are hereby
incorporated into this Indenture. The Securities may have notations, legends or endorsements
required by law, securities exchange rule, the Company’s certificate of incorporation, memorandum
of association, articles of association, other organizational documents, agreements to which the
Company is subject, if any, or usage, provided that any such notation, legend or endorsement is in
a form acceptable to the Company. Each Security shall be dated the date of its authentication.
The Securities shall be in registered form without coupons and only in denominations of $2,000 and
any integral multiples of $1,000 in excess of $2,000. The terms and provisions contained in the
Securities shall constitute, and are hereby expressly made, a part of this Indenture and to the
extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby.



7









 





     (b) Global Securities. Securities offered and sold to a QIB in reliance on Rule 144A under
the Securities Act (“Rule 144A”) shall be issued initially in the form of one or more permanent
global Securities in definitive, fully registered form without interest coupons (the “Rule 144A
Global Securities”) with the global securities legend set forth in Exhibit A hereto (the “global
securities legend”) and restricted securities legend set forth in Section 2.06 and numbered from 1
upward with the prefix “RA” and Securities offered and sold in reliance on Regulation S under the
Securities Act (“Regulation S”) shall be issued initially in the form of one or more permanent
global Securities in definitive, fully registered form without interest coupons (the “Regulation S
Global Securities”) with the global securities legend and restricted securities legend set forth in
Section 2.06 and numbered from 1 upward with the prefix “RS” and Exchange Notes shall be issued
initially in the form of one or more permanent Global Securities in definitive, fully registered
form without interest coupons with the global securities legend and numbered from 1 upward with the
prefix “R” (each, a “Global Security”), which shall be deposited on behalf of the purchasers of the
Securities represented thereby with the Trustee, at its New York office, as custodian for the
Depositary (or with such other custodian as the Depositary may direct), and registered in the name
of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. The aggregate principal amount of the Global Securities may
from time to time be increased or decreased by adjustments made on the records of the Trustee and
the Depositary or its nominee as hereinafter provided.



     (c) Book-entry Provisions. This Section 2.01(c) shall apply only to a Global Security
deposited with or on behalf of the Depositary.



     The Company shall execute and the Trustee shall, in accordance with this Section 2.01(c),
authenticate and deliver initially one or more Rule 144A Global Securities and Regulation S Global
Securities that (i) shall be registered in the name of the Depositary for such Global Securities or
the nominee of such Depositary and (ii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary’s instructions or held by the Trustee as custodian for the Depositary.



     Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under
this Indenture with respect to any Global Security held on their behalf by the Depositary or by the
Trustee as the custodian of the Depositary or under such Global Security, and the Depositary may be
treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute
owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from
giving effect to any written certification, proxy or other authorization furnished by the
Depositary or impair, as between the Depositary and its Agent Members, the operation of customary
practices of such Depositary governing the exercise of the rights of a holder of a beneficial
interest in any Global Security.



     (d) Certificated Securities. Except as provided in this Section 2.01 or Section 2.06 or 2.07,
owners of beneficial interests in Global Securities will not be entitled to receive physical
delivery of certificated Securities.



8









 





     Section 2.02 Execution and Authentication



     One Officer of the Company shall sign the Securities on behalf of the Company by manual or
facsimile signature. The Company’s seal may be (but shall not be required to be) impressed,
affixed, imprinted or reproduced on the Securities and may be in facsimile form.



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



     A Security shall not be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose until authenticated by the manual signature of an authorized officer of the
Trustee, which signature shall be conclusive evidence that the Security has been authenticated
under this Indenture.



     The Trustee shall authenticate (i) for original issue on the Initial Issue Date, Securities in
the aggregate principal amount of $200,000,000 and (ii) any amount of additional Securities
specified by the Company and (iii) Exchange Notes pursuant to the Registration Rights Agreement in
exchange for an equal aggregate principal amount of Securities, in each case, upon a written order
of the Company signed by one Officer of the Company. Such order shall specify the amount of the
Securities to be authenticated and the date of original issue thereof. The aggregate principal
amount of Securities outstanding at any time may not exceed the aggregate principal amount of
Securities authorized for issuance by the Company pursuant to one or more written orders of the
Company, except as provided in Section 2.08 hereof. Subject to the foregoing, the aggregate
principal amount of Securities that may be issued under this Indenture shall not be limited.



     The Trustee may appoint an authenticating agent acceptable to the Company to authenticate
Securities. Unless limited by the terms of such appointment, an authenticating agent may
authenticate Securities 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 the Company or any of its Affiliates.



     Section 2.03 Registrar and Paying Agent



     The Company shall maintain an office or agency where Securities may be presented for
registration of transfer or exchange (“Registrar”) and an office or agency where Securities may be
presented for payment (“Paying Agent”). The Registrar shall keep a register of the Securities and
of their transfer and exchange. The Company 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 Company shall enter into an appropriate agency agreement with any Registrar or Paying
Agent not a party to this Indenture. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Company shall notify the Trustee of the name and address
of any Agent not a party to this Indenture. The Company may change any Paying Agent or Registrar
without notice to any Holder. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries
may act as Paying Agent or Registrar.



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     The Company initially appoints the Trustee as Registrar and Paying Agent.



     The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with
respect to each Global Security.



     Section 2.04 Paying Agent to Hold Money in Trust



     The Company 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 of or premium, if any, or interest on the Securities,
whether such money shall have been paid to it by the Company and will notify the Trustee of any
default by the Company 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 and to account for any funds
disbursed. The Company at any time may require a Paying Agent to pay all money held by it to the
Trustee and to account for any funds disbursed. Upon payment over to the Trustee and upon
accounting for any funds disbursed, the Paying Agent (if other than the Company or a Subsidiary of
the Company) shall have no further liability for the money. If the Company or a Subsidiary of the
Company 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.



     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 Holders and shall otherwise comply with TIA
Section 312(a). If the Trustee is not the Registrar, the Company 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 Holders, and the Company shall otherwise comply with TIA
Section 312(a).



     Section 2.06 Transfer and Exchange



     (a) Transfer and Exchange of Global Securities.




     (i) The transfer and exchange of Global Securities or beneficial interests therein
shall be effected through the Depositary, in accordance with this Indenture (including
applicable restrictions on transfer set forth herein, if any) and the procedures of the
Depositary therefor. A transferor of a beneficial interest from one Global Security to
another Global Security shall deliver to the Registrar a written order given in accordance
with the Depositary’s procedures containing information regarding the participant account of
the Depositary to be credited with a beneficial interest in the Global Security to which
such transfer is being made. The Registrar shall, in accordance with such instructions,
instruct the Depositary to credit to the account of the Person specified in such
instructions a beneficial interest in such Global Security and to debit the account of the
Person making the transfer the beneficial interest in the Global Security being transferred.



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     (ii) Notwithstanding any other provisions of this Indenture (other than the provisions
set forth in Section 2.07), a Global Security may not be transferred as a whole except 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.




     (iii) In connection with any transfer of a Global Security other than an Exchange Note,
the transferor and the transferee shall complete the certifications contained on the
Assignment Form on the reverse of the related Global Security, if the transfer is within the
period referred to in such Assignment Form, and in connection with any transfer of a Global
Security pursuant to Regulation S, the transferor shall also complete the Regulation S
Letter contained on the reverse of the related Global Security, and in each case shall
deliver such certifications and/or Regulation S Letter, as the case may be, to the Registrar
as a condition to any such transfer.




     (iv) If a Global Security is exchanged for Securities in definitive registered form
pursuant to this Section 2.06 or Section 2.07, such Securities may be exchanged only in
accordance with such procedures as are substantially consistent with the provisions of this
Section 2.06 (including (if such Securities are not Exchange Notes) the certification and
other requirements set forth on the reverse of the Securities intended to ensure that such
transfers comply with Rule 144A or Regulation S, as the case may be, or are otherwise in
compliance with the requirements of the Securities Act) and such other procedures as may
from time to time be adopted by the Company.



     (b) Legend.




     (i) Except for Exchange Notes and as permitted by the following paragraph (ii), each
Security certificate evidencing the Global Securities (and all Securities issued in exchange
therefor or in substitution thereof) shall bear a legend in substantially the following
form:




THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
HOLDER:




     (1) REPRESENTS THAT (A) IT IS A QUALIFIED INSTITUTIONAL BUYER, AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT, OR (B) IT HAS ACQUIRED THIS
SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER
THE SECURITIES ACT;



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     (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY,
EXCEPT (A) TO TRANSCONTINENTAL GAS PIPE LINE CORPORATION OR ANY OF ITS
SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 904 OF THE SECURITIES ACT, (D) IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, OR (E) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT AND, IN EACH OF THE CASES, IN ACCORDANCE
WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
OTHER APPLICABLE JURISDICTION;




     (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR
AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND; AND




     (4) AGREES THAT, BEFORE THE HOLDER OFFERS, SELLS OR OTHERWISE TRANSFERS
THIS SECURITY, TRANSCONTINENTAL GAS PIPE LINE CORPORATION MAY REQUIRE THE
HOLDER OF THIS SECURITY TO DELIVER A WRITTEN OPINION, CERTIFICATIONS AND/OR
OTHER INFORMATION THAT IT REASONABLY REQUIRES TO CONFIRM THAT SUCH PROPOSED
TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE UNITED STATES.




AS USED IN THIS SECURITY, THE TERMS “OFFSHORE TRANSACTION,” “U.S. PERSON”
AND “UNITED STATES” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF
REGULATION S UNDER THE SECURITIES ACT.




     (ii) Upon any sale or transfer of a Security (including any Security represented by a
Global Security) pursuant to Rule 144 under the Securities Act, in the case of any Security
that is represented by a Global Security, the Registrar shall permit the Holder thereof to
exchange such Security for a certificated Security that does not bear the legend set forth
above and rescind any restriction on the transfer of such Security, if the Holder certifies
in writing to the Registrar that its request for such exchange was made in reliance on Rule
144 under the Securities Act (such certification to be in the form set forth on the reverse
of the Security).



12









 





     (c) Cancellation or Adjustment of Global Security. At such time as all beneficial interests
in a Global Security have either been exchanged for certificated Securities, redeemed, repurchased
or canceled, such Global Security shall be returned to the Depositary for cancellation or retained
and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in
a Global Security is exchanged for certificated Securities, redeemed, repurchased or canceled, the
principal amount of Securities represented by such Global Security shall be reduced and an
adjustment shall be made on the books and records of the Trustee (if it is then the Securities
Custodian for such Global Security) with respect to such Global Security, by the Trustee or the
Securities Custodian, to reflect such reduction.



     (d) Obligations with Respect to Transfers and Exchanges of Securities.




     (i) To permit registrations of transfers and exchanges, the Company shall execute and
the Trustee shall authenticate certificated Securities and Global Securities at the
Registrar’s or co-Registrar’s request. No service charge shall be made for any registration
of transfer or exchange, but the Company may require payment of a sum sufficient to cover
any transfer tax, assessments, or similar governmental charge payable in connection
therewith (other than any such transfer taxes, assessments or similar governmental charge
payable upon exchange or transfer pursuant to Sections 2.11, 8.05 and 9.06).




     (ii) The Registrar or co-registrar shall not be required to register the transfer of or
exchange of (a) any certificated Security selected for redemption in whole or in part
pursuant to Article IX, except the unredeemed portion of any certificated Security being
redeemed in part, or (b) any Security for a period beginning 15 Business Days before the
mailing of a notice of redemption of the Securities or 15 Business Days before an Interest
Payment Date.




     (iii) Prior to the due presentation for registration of transfer of any Security, the
Company, the Trustee, the Paying Agent, the Registrar or any co-Registrar may deem and treat
the Person in whose name a Security is registered as the absolute owner of such Security for
the purpose of receiving payment of principal of, premium, if any, and (subject to the
record date provisions hereof) interest on such Security and for all other purposes
whatsoever, whether or not such Security is overdue, and none of the Company, the Trustee,
the Paying Agent, the Registrar or any co-registrar shall be affected by notice to the
contrary.




     (iv) All Securities issued upon any transfer or exchange pursuant to the terms of this
Indenture shall evidence the same debt and shall be entitled to the same benefits under this
Indenture as the Securities surrendered upon such transfer or exchange.



     (e) No Obligation of the Trustee.




     (i) The Trustee shall have no responsibility or obligation to any beneficial owner of a
Global Security, any Agent Member or other Person with respect to the accuracy of the
records of the Depositary or its nominee or of any participant or member thereof, with
respect to any ownership interest in the Securities or with respect to the



13









 






delivery to any participant, member, beneficial owner or other Person (other than the
Depositary) of any notice (including any notice of redemption) or the payment of any amount,
under or with respect to such Securities. All notices and communications to be given to the
Holders and all payments to be made to Holders under the Securities shall be given or made
only to or upon the order of the registered Holders (which shall be the Depositary or its
nominee in the case of a Global Security). The rights of beneficial owners in any Global
Security shall be exercised only through the Depositary subject to the applicable rules and
procedures of the Depositary. The Trustee may rely conclusively and shall be fully
protected in relying upon information furnished by the Depositary with respect to its
members, participants and any beneficial owners.




     (ii) 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 Security (including any
transfers between or among Depositary participants, members or beneficial owners in any
Global Security) other than to require delivery of such certificates 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 Certificated Securities



     (a) A Global Security deposited with the Depositary or with the Trustee as custodian for the
Depositary pursuant to Section 2.01 shall be transferred to the beneficial owners thereof in the
form of certificated Securities in an aggregate principal amount equal to the principal amount of
such Global Security, in exchange for such Global Security, only if such transfer complies with
Section 2.06 and (i) the Depositary notifies the Company that it is unwilling or unable to continue
as Depositary for such Global Security or if at any time such Depositary ceases to be a “clearing
agency” registered under the Exchange Act and a successor depositary is not appointed by the
Company within 90 days of such notice or cessation, or (ii) the Company, in its sole discretion and
subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to
cause the issuance of certificated Securities under this Indenture.



     (b) Any Global Security that is transferred to the beneficial owners thereof pursuant to this
Section shall be surrendered by the Depositary to the Trustee at its office located in the Borough
of Manhattan, The City of New York, to be so transferred, in whole or from time to time in part,
without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion
of such Global Security, an equal aggregate principal amount of certificated Securities of
authorized denominations. Any portion of a Global Security transferred pursuant to this Section
shall be executed, authenticated and delivered only in denominations of $2,000 and any integral
multiples of $1,000 in excess of $2,000 and registered in such names as the Depositary shall
direct. Any certificated Security delivered in exchange for an interest in the Global Security
shall, except as otherwise provided by Section 2.06(b)(ii) and unless such certificated Security is
an Exchange Note, bear the restricted securities legend set forth in Section 2.06(b).



14









 





     (c) Subject to the provisions of Section 2.06(b), the registered Holder of a Global Security
may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action which a Holder is entitled to take under
this Indenture or the Securities.



     (d) If any of the events specified in Section 2.07(a) occurs, the Company shall promptly make
available to the Trustee a reasonable supply of certificated Securities in definitive, fully
registered form without interest coupons.



     (e) If a certificated Security (other than an Exchange Note) issued pursuant to this Section
2.07 is exchanged for another certificated Security, such Securities may be exchanged only in
accordance with such procedures as are substantially consistent with the provisions of (i) Section
2.06(a)(iii) and (iv) (including the certification and other requirements set forth on the reverse
of the Securities intended to ensure that such transfers comply with Rule 144A or Regulation S, as
the case may be, or are otherwise in compliance with the requirements of the Securities Act) and
such other procedures as may from time to time be adopted by the Company and (ii) Section 2.06(b).



     Section 2.08 Replacement Securities



     If any mutilated Security is surrendered to the Trustee, or the Company and the Trustee
receive evidence to their satisfaction of the destruction, loss or theft of any Security, the
Company shall issue and the Trustee shall authenticate a replacement Security, but only if the
Trustee’s requirements are met. If required by the Trustee or the Company, such Holder must
furnish an indemnity bond that is sufficient in the judgment of the Trustee and the Company to
protect the Company, the Trustee, any Agent or any authenticating agent from any loss which any of
them may suffer if a Security is replaced. The Company and the Trustee may charge for their
expenses in replacing a Security. If, after the delivery of such replacement Security, a bona fide
purchaser of the original Security in lieu of which such replacement Security was issued presents
for payment or registration such original Security, the Trustee shall be entitled to recover such
replacement Security from the Person to whom it was delivered or any Person taking therefrom,
except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by the Trustee or the
Company in connection therewith.



     Every replacement Security is an additional obligation of the Company.



     In case any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a new Security, pay
such Security.



     The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Securities.



15









 





     Section 2.09 Outstanding Securities



     The Securities outstanding at any time are all the Securities authenticated by the Trustee
except for those canceled by it, those delivered to it for cancellation, those reductions in the
interest in a Global Security effected by the Trustee hereunder and those described in this Section
2.09 as not outstanding; provided, however, that in determining whether the holders of the
requisite principal amount of outstanding Securities are present at a meeting of holders of
Securities for quorum purposes or have consented to or voted in favor of any request, demand,
authorization, direction, notice, consent, waiver, amendment or modification hereunder, Securities
held for the account of the Company, any of its Subsidiaries or any of their respective Affiliates
shall be disregarded and deemed not to be outstanding, except that in determining whether the
Trustee shall be protected in making such a determination or relying upon any such quorum, consent
or vote, only Securities which a Responsible Officer of the Trustee actually knows to be so owned
shall be so disregarded.



     If a Security is replaced pursuant to Section 2.08 hereof, it ceases to be outstanding unless
the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide
purchaser.



     If the principal amount of any Security is considered paid under Section 3.01 hereof, it
ceases to be outstanding and interest on it ceases to accrue.



     A Security does not cease to be outstanding because the Company or any of its Affiliates holds
the Security.



     Section 2.10 Treasury Securities



     In determining whether the Holders of the required principal amount of Securities have
concurred in any direction, waiver or consent, Securities owned by the Company or any of its
Affiliates shall be disregarded, except that for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only Securities which a
Responsible Officer of the Trustee actually knows are so owned shall be so disregarded.



     Section 2.11 Temporary Securities



     Until definitive Securities are ready for delivery, the Company may prepare and the Trustee
shall authenticate temporary Securities. Temporary Securities shall be substantially in the form
of definitive Securities, but may have variations that the Company considers appropriate for
temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate definitive Securities in exchange for temporary Securities. Until so exchanged, the
temporary Securities shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities.



     Section 2.12 Cancellation



     The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar
and the Paying Agent shall forward to the Trustee any Securities surrendered to them for
registration of transfer, exchange or payment. The Trustee shall cancel all Securities



16









 




surrendered for registration of transfer, exchange, payment, replacement or cancellation. All
canceled Securities held by the Trustee shall be disposed of in accordance with the usual disposal
procedures of the Trustee. The Company may not issue new Securities to replace Securities that
have been paid or that have been delivered to the Trustee for cancellation.




     Section 2.13 Defaulted Interest



     If the Company defaults in a payment of interest on the Securities, it shall pay the defaulted
interest in any lawful manner plus, to the extent lawful, interest on the defaulted interest, in
each case at the rate provided in the Securities and in Section 3.01 hereof. The Company may pay
the defaulted interest to the Persons who are Holders on a subsequent special record date. At
least 15 days before any special record date, the Company (or the Trustee, in the name of and at
the expense of the Company) shall mail to Holders a notice that states the special record date, the
related payment date and the amount of such interest to be paid.



     Section 2.14 Persons Deemed Owners



     The Company, the Trustee, any Agent and any authenticating agent may treat the Person in whose
name any Security is registered as the owner of such Security for the purpose of receiving payments
of principal of or premium, if any, or (subject to the record date provisions hereof) interest on
such Security and for all other purposes. None of the Company, the Trustee, any Agent or any
authenticating agent shall be affected by any notice to the contrary.



     Section 2.15 CUSIP Numbers



     The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and,
if 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 Securities or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on the Securities, and
any such redemption shall not be affected by any defect in or omission of such numbers. The
Company shall promptly notify the Trustee of any change in the “CUSIP” numbers.



ARTICLE III




COVENANTS




     Section 3.01 Payment of Securities



     The Company shall pay the principal of and premium, if any, and interest on the Securities on
the dates and in the manner provided in the Securities and in this Indenture. Principal, premium,
if any, and interest shall be considered paid on the date due if the Paying Agent, other than the
Company or a Subsidiary of the Company, holds by 11:00 a.m., Eastern time, on that date money
deposited by the Company designated for and sufficient to pay all principal, premium, if any, and
interest then due.



17









 





     To the extent lawful, the Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal, premium, if any, and interest payments
(without regard to any applicable grace period) at a rate equal to the interest rate on the
Securities then in effect.



     Additional Interest shall be payable on the Securities if a Registration Default has occurred
and is continuing, all as more fully provided for in the form of the Securities attached hereto as
Exhibit A.



     If at any time Additional Interest becomes payable by the Company pursuant to the Registration
Rights Agreement, the Company shall promptly deliver to the Trustee an Officers’ Certificate to
that effect and stating (i) the amount of such Additional Interest that is payable and (ii) the
date on which such Additional Interest is payable pursuant to the terms of the Registration Rights
Agreement. Unless and until a Responsible Officer of the Trustee receives such an Officers’
Certificate, the Trustee may assume without inquiry that no Additional Interest is payable. If the
Company has paid Additional Interest directly to the Persons entitled to such amounts, the Company
shall deliver to the Trustee a certificate setting forth the particulars of such payment.



     Subject to the foregoing provisions, whenever in this Indenture there is mentioned, in any
context, the payment of the interest on, or in respect of, any Security, such mention shall be
deemed to include mention of the payment of Additional Interest to the extent that, in such
context, Additional Interest is, was or would be payable in respect thereof pursuant to the
provisions of this Section and express mention of the payment of Additional Interest (if
applicable) in any provisions hereof shall not be construed as excluding Additional Interest in
those provisions hereof where such express mention is not made.



     Section 3.02 Maintenance of Office or Agency



     The Company shall maintain, in the Borough of Manhattan, The City of New York, an office or
agency (which may be an office of the Trustee, the Registrar or the Paying Agent) where Securities
may be presented for registration of transfer or exchange, where Securities may be presented for
payment and where notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. Unless otherwise designated by the Company by written notice to the
Trustee, such office or agency shall be the principal office of the Trustee in the Borough of
Manhattan, The City of New York, which, on the date hereof, is located at the address set forth in
Section 10.02 hereof. The Company 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 Company 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 Company may also from time to time designate one or more other offices or agencies where
the Securities 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 Company of its obligation to maintain an office or agency in the Borough of
Manhattan, The City of New York for such purposes. The Company shall give




18









 






prompt written notice to the Trustee of any such designation or rescission and of any change
in the location of any such other office or agency. The Company hereby designates the Corporate
Trust Office of the Trustee as one such office or agency of the Company in accordance with Section
2.03 hereof.




     Section 3.03 SEC Reports; Financial Statements



     (a) Notwithstanding that the Company may not be required to remain subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC and
provide the Trustee and the Holders with such annual and quarterly reports and such information,
documents and other reports specified in Sections 13 and 15(d) of the Exchange Act within 15 days
after the date it is required (or would otherwise have been required) to file such reports,
information and documents. Delivery of such reports, information and documents to the Trustee 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 Company’s compliance with any of the covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers’ Certificates).



     (b) In addition, whether or not required by the rules and regulations of the SEC, the Company
shall file a copy of all such information and reports with the SEC for public availability (unless
the SEC will not accept such filing). In addition, the Company shall furnish to the Holders and to
prospective investors, upon the requests of Holders, any information required to be delivered
pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely
transferable under the Securities Act.



     (c) The Company shall provide the Trustee with a sufficient number of copies of all reports
and other documents and information that the Trustee may be required to deliver to Holders under
this Section 3.03.



     (d) Delivery of such reports, information and documents to the Trustee 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
Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to
rely exclusively on Officer’s Certificates).



     Section 3.04 Compliance Certificate



     (a) The Company shall deliver to the Trustee, on or prior to the last day of the fifth month
after the end of each fiscal year of the Company, a statement signed by two Officers of the Company
(one of whom shall be the principal financial, principal accounting or principal executive officer
of the Company), which statement need not constitute an Officers’ Certificate, complying with TIA
Section 314(a)(4) and stating that in the course of performance by the signing Officers of the
Company of their duties as such Officers, they would normally obtain knowledge of the keeping,
observing, performing and fulfilling by the Company, of its obligations under this Indenture, and
further stating, as to each such Officer signing such statement, that to the best of his knowledge,
the Company has kept, observed, performed and fulfilled each and every covenant contained in this
Indenture and is not in default in the



19









 




performance or observance of any of the terms, provisions and conditions hereof (or, if a
Default or Event of Default shall have occurred, describing all such Defaults or Events of Default
of which such Officer may have knowledge and what action the Company is taking or proposes to take
with respect thereto).




     (b) The Company shall, so long as any of the Securities are outstanding, deliver to the
Trustee, forthwith upon any Officer of the Company becoming aware of any Default or Event of
Default under this Indenture, an Officers’ Certificate specifying such Default or Event of Default
and what action the Company is taking or proposes to take with respect thereto.



     Section 3.05 Limitation on Liens



     After the date hereof and so long as any Securities are outstanding, the Company shall not,
and shall not permit any Subsidiary of the Company to, issue, assume or guarantee any Indebtedness
secured by a mortgage, pledge, lien, security interest or encumbrance (any mortgage, pledge, lien,
security interest or encumbrance being hereinafter in this Article referred to as a “mortgage” or
“mortgages” or as a “lien” or “liens”) of, or upon any property of the Company or of any Subsidiary
of the Company, without effectively providing that the Securities (together with, if the Company
shall so determine, any other Indebtedness of the Company ranking equally with the Securities)
shall be equally and ratably secured with such Indebtedness; provided, however, that the foregoing
restriction shall not apply to:



     (a) any purchase money mortgage created by the Company or a Subsidiary of the Company to
secure all or part of the purchase price of any property (or to secure a loan made to enable the
Company or a Subsidiary of the Company to acquire the property described in such mortgage),
provided that the principal amount of the Indebtedness secured by any such mortgage, together with
all other Indebtedness secured by a mortgage on such property, shall not exceed the purchase price
of the property acquired;



     (b) any mortgage existing on any property at the time of the acquisition thereof by the
Company or a Subsidiary of the Company whether or not assumed by the Company or a Subsidiary of the
Company, and any mortgage on any property acquired or constructed by the Company or a Subsidiary of
the Company and created not later than 12 months after (i) such acquisition or completion of such
construction or (ii) commencement of full operation of such property, whichever is later; provided,
however, that, if assumed or created by the Company or a Subsidiary of the Company, the principal
amount of the Indebtedness secured by such mortgage, together with all other Indebtedness secured
by a mortgage on such property, shall not exceed the purchase price of the property, acquired
and/or the cost of the property constructed;



     (c) any mortgage created or assumed by the Company or a Subsidiary of the Company on any
contract for the sale of any product or service or any rights thereunder or any proceeds therefrom,
including accounts and other receivables, related to the operation or use of any property acquired
or constructed by the Company or a Subsidiary of the Company and created not later than 12 months
after (i) such acquisition or completion of such construction or (ii) commencement of full
operation of such property, whichever is later;



20









 





     (d) any mortgage existing on any property of a Subsidiary of the Company at the time it
becomes a Subsidiary of the Company and any mortgage on property existing at the time of
acquisition thereof;



     (e) any refunding or extension of maturity, in whole or in part, of any mortgage created or
assumed in accordance with the provisions of subdivision (a), (b), (c) or (d) above or (j), (p), or
(cc) below, provided that the principal amount of the Indebtedness secured by such refunding
mortgage or extended mortgage shall not exceed the principal amount of the Indebtedness secured by
the mortgage to be refunded or extended outstanding at the time of such refunding or extension and
that such refunding mortgage or extended mortgage shall be limited in lien to the same property
that secured the mortgage so refunded or extended;



     (f) any mortgage created or assumed by the Company or a Subsidiary of the Company to secure
loans to the Company or a Subsidiary of the Company maturing within 12 months of the date of
creation thereof and not renewable or extendible by the terms thereof at the option of the obligor
beyond such 12 months, and made in the ordinary course of business;



     (g) mechanics’ or materialmen’s liens or any lien or charge arising by reason of pledges or
deposits to secure payment of workmen’s compensation or other insurance, good faith deposits in
connection with tenders or leases of real estate, bids or contracts (other than contracts for the
payment of money), deposits to secure public or statutory obligations, deposits to secure or in
lieu of surety, stay or appeal bonds and deposits as security for the payment of taxes or
assessments or other similar charges;



     (h) any mortgage arising by reason of deposits with or the giving of any form of security to
any governmental agency or any body created or approved by law or governmental regulation for any
purpose at any time as required by law or governmental regulation as a condition to the transaction
of any business or the exercise of any privilege or license, or to enable the Company or a
Subsidiary of the Company to maintain self-insurance or to participate in any fund for liability on
any insurance risks or in connection with workmen’s compensation, unemployment insurance, old age
pensions or other social security or to share in the privileges or benefits required for companies
participating in such arrangements;



     (i) mortgages upon rights-of-way;



     (j) undetermined mortgages and charges incidental to construction or maintenance;



     (k) the right reserved to, or vested in, any municipality or governmental or other public
authority or railroad by the terms of any right, power, franchise, grant, license, permit or by any
provision of law, to terminate or to require annual or other periodic payments as a condition to
the continuance of such right, power, franchise, grant, license or permit;



     (l) the lien of taxes and assessments which are not at the time delinquent;



     (m) the lien of specified taxes and assessments which are delinquent but the validity of which
is being contested in good faith at the time by the Company or a Subsidiary of the Company;



21









 





     (n) the lien reserved in leases for rent and for compliance with the terms of the lease in the
case of leasehold estates;



     (o) defects and irregularities in the titles to any property (including rights-of-way and
easements) which are not material to the business of the Company and its Subsidiaries considered as
a whole;



     (p) any mortgages securing Indebtedness neither assumed nor guaranteed by the Company or a
Subsidiary of the Company nor on which it customarily pays interest, existing upon real estate or
rights in or relating to real estate (including rights-of-way and easements) acquired by the
Company or a Subsidiary of the Company, which mortgages do not materially impair the use of such
property for the purposes for which it is held by the Company or such Subsidiary of the Company;



     (q) easements, exceptions or reservations in any property of the Company or a Subsidiary of
the Company granted or reserved for the purpose of pipelines, roads, telecommunication equipment
and cable, streets, alleys, highways, railroad purposes, the removal of oil, gas, coal or other
minerals or timber, and other like purposes, or for the joint or common use of real property,
facilities and equipment, which do not materially impair the use of such property for the purposes
for which it is held by the Company or such Subsidiary of the Company;



     (r) rights reserved to or vested in any municipality or public authority to control or
regulate any property of the Company or a Subsidiary of the Company, or to use such property in any
manner which does not materially impair the use of such property for the purposes for which it is
held by the Company or such Subsidiary of the Company;



     (s) any obligations or duties, affecting the property of the Company or a Subsidiary of the
Company, to any municipality or public authority with respect to any franchise, grant, license or
permit;



     (t) the liens of any judgments in an aggregate amount not in excess of $2,000,000 or the lien
of any judgment the execution of which has been stayed or which has been appealed and secured, if
necessary, by the filing of an appeal bond;



     (u) zoning laws and ordinances;



     (v) any mortgage existing on any office equipment, data processing equipment (including
computer and computer peripheral equipment) or transportation equipment (including motor vehicles,
aircraft and marine vessels);



     (w) leases now or hereafter existing and any renewals or extensions thereof;



     (x) any lien on inventory and receivables incurred in the ordinary course of business to
secure Indebtedness incurred for working capital purposes including liens incurred in connection
with a sale of receivables;



22









 





     (y) any mortgage of the Company securing any Credit Facility and all Obligations and Hedging
Obligations relating to such Indebtedness (but excluding any Credit Facility with Williams or any
Williams Group Affiliate, as lender);



     (z) any mortgage in favor of the Company;



     (aa) any mortgage existing on the date of this Indenture;



     (bb) any mortgage on accounts receivable and related assets and proceeds thereof arising in
connection with a Permitted Receivables Financing; and



     (cc) any mortgage not permitted by clauses (a) through (bb) above if at the time of, and after
giving effect to, the creation or assumption of any such mortgage, the aggregate of all
Indebtedness of the Company and its Subsidiaries secured by all such mortgages not so permitted by
clauses (a) through (bb) above do not exceed 15% of Consolidated Net Tangible Assets.



     In the event that the Company or a Subsidiary of the Company shall hereafter secure the
Securities equally and ratably with any other obligation or Indebtedness pursuant to the provisions
of this Section 3.5, the Trustee is hereby authorized at the written direction of the Company to
enter into an indenture supplemental hereto and to take such action, if any, as necessary to enable
it to enforce the rights of the Holders of the Securities so secured, equally and ratably with such
other obligation or Indebtedness.



     The Trustee, at its request, may require and be provided with an Opinion of Counsel as
conclusive evidence that any such supplemental indenture or steps taken to secure the Securities
equally and ratably comply with the provisions of this Section 3.5.



     Section 3.06 Limitation on Sale and Leaseback Transactions



     The Company shall not, and shall not permit any of its Subsidiaries to, enter into any Sale
and Leaseback Transaction with any Person (other than the Company or any of its Subsidiaries)
unless:



     (a) such Sale and Leaseback Transaction occurs within one year from the date of completion of
the acquisition of the property subject thereto or the date of the completion of construction,
development, or substantial repair or improvement, or commencement of full operations on such
property, whichever is later;



     (b) the Sale and Leaseback Transaction involves a lease for a period, including renewals, of
not more than three years;



     (c) the Company or any such Subsidiary would be entitled under Section 3.05 to incur a
mortgage securing Indebtedness, in a principal amount equal to or exceeding the Attributable Debt
from such Sale and Leaseback Transaction, without equally and ratably securing the Securities
pursuant to Section 3.05; or



     (d) the Company or any such Subsidiary, within a one-year period after such Sale and Leaseback
Transaction, applies or causes to be applied an amount not less than the Attributable



23









 




Debt from such Sale and Leaseback Transaction to (a) the permanent prepayment, repayment,
redemption, reduction, or retirement of any of the Company’s or any of its Subsidiaries’ Senior
Debt that is owed to any Person other than an Affiliate of the Company, or (b) the expenditure or
expenditures for property used or to be used in the ordinary course of Company’s business or that
of any of its Subsidiaries.





     Notwithstanding the foregoing, the Company may, and may permit any of its Subsidiaries
to, effect any Sale and Leaseback Transaction that is not excepted by clauses (a) through
(d), inclusive, of this Section 3.06, provided that the Attributable Debt from such Sale and
Leaseback Transaction, together with the aggregate principal amount of outstanding
Indebtedness (other than the Securities) secured by mortgages (other than mortgages
permitted under Section 3.05 hereof) and the aggregate amount of Attributable Debt deemed to
be outstanding in respect of all other Sale and Leaseback Transactions (excluding those
otherwise permitted by clauses (a) through (d), inclusive, of this Section 3.06), does not
exceed 15% of Consolidated Net Tangible Assets.



ARTICLE IV




CONSOLIDATION, MERGER AND SALE




     Section 4.01 Limitation on Mergers and Consolidations



     The Company shall not consolidate with or merge into any other entity or convey, transfer or
lease its properties and assets substantially as an entirety to any Person, unless (a) the
corporation, limited liability company, limited partnership, joint stock company, or trust formed
by such consolidation or into which the Company is merged or the Person which acquires by
conveyance, transfer or lease the properties and assets of the Company substantially as an entirety
shall expressly assume, by a supplemental indenture hereto, executed and delivered to the Trustee,
in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of
and interest on all the Securities, and the performance of every covenant of this Indenture on the
part of the Company to be performed or observed, (b) immediately after giving effect to such
transaction, no Default or Event of Default, shall have happened and be continuing, and (c) the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each
stating that such consolidation, merger, conveyance, transfer or lease and such supplemental
indenture comply with this Article and that all conditions precedent herein provided for relating
to such transaction have been complied with.



     Section 4.02 Successors Substituted



     In case of any such consolidation, merger, sale, lease, conveyance or transfer, and following
such an assumption by the successor Person, such successor Person shall succeed to and be
substituted for the Company, with the same effect as if it had been named herein. Such successor
Person may cause to be signed, and may issue either in its own name or in the name of the Company
prior to such succession any or all of the Securities issuable hereunder which theretofore shall
not have been signed by the Company and delivered to the Trustee; and, upon the order of such
successor Person, instead of the Company, and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall



24









 




deliver any Securities which previously shall have been signed and delivered by the officers
of the Company to the Trustee for authentication, and any Securities which such successor Person
thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the
Securities so issued shall in all respects have the same legal rank and benefit under this
Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Securities had been issued at the date of the execution hereof.




     In case of any such consolidation, merger, sale, lease, conveyance or transfer, such changes
in phrasing and form (but not in substance) may be made in the Securities thereafter to be issued
as may be appropriate. In the event of any such sale, conveyance or transfer (other than a
conveyance by way of lease), the Company or any successor Person which shall theretofore have
become such in the manner described in this Article shall be discharged from all obligations and
covenants under this Indenture, and the Securities and may be liquidated and dissolved.



ARTICLE V




DEFAULTS AND REMEDIES




     Section 5.01 Events of Default



     “Event of Default,” means any one of the following events (whatever the reason for such Event
of Default and whether it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):




     (1) default in the payment of any interest upon any Security when it becomes due and
payable, and continuance of such default for a period of 30 days; or




     (2) default in the payment of the principal of (or premium, if any, on) any Security at
its Maturity; or




     (3) default in the performance, or breach, of any covenant or warranty of the Company
in this Indenture (other than a covenant or warranty a default in whose performance or whose
breach is elsewhere in this Section specifically dealt with), and continuance of such
default or breach for a period of 60 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee by the
Holders of at least 25% in principal amount of the outstanding Securities a written notice
specifying such default or breach and requiring it to be remedied and stating that such
notice is a “Notice of Default” hereunder; provided, however, that if such default is not
capable of remedy within such 60-day period, such 60-day period shall be extended by an
additional 60 days so long as (i) such default is subject to cure and (ii) the Company is
using commercially reasonable efforts to cure such default; and provided further that the
occurrence of any of the events described in this clause (3) shall not constitute an Event
of Default if such occurrence is the result of changes in generally accepted accounting
principles as recognized by the American Institute of Certified Public Accountants at the
date as of which this Indenture is executed and a certificate to



25









 






such effect is delivered to the Trustee by the Company’s independent public
accountants; or




     (4) the entry by a court having jurisdiction in the premises of (A) a decree or order
for relief in respect of the Company in an involuntary case or proceeding under any
applicable federal or State bankruptcy, insolvency, reorganization or other similar law or
(B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment or composition of
or in respect of the Company under any applicable federal or State law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official
of the Company or of any substantial part of the property of the Company, or ordering the
winding up or liquidation of the affairs of the Company, and the continuance of any such
decree or order for relief or any such other decree or order unstayed and in effect for a
period of 90 consecutive days; or




     (5) the commencement by the Company of a voluntary case or proceeding under any
applicable federal or State bankruptcy, insolvency, reorganization or other similar law or
of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by
it to the entry of a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable federal or State bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or insolvency
case or proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable federal or State law, or the consent
by it to the filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the
Company or of any substantial part of the property of the Company, or the making by it of an
assignment for the benefit of creditors, or the admission by it in writing of its inability
to pay its debts generally as they become due, or the taking of corporate action by the
Company in furtherance of any such action.



     The Trustee shall not be deemed to have knowledge or notice of a Default or Event of Default
unless a Responsible Officer at the Corporate Trust Office of the Trustee has actual knowledge of
such Default or Event of Default or the Trustee receives written notice at the Corporate Trust
Office of the Trustee of such Default or Event of Default with specific reference to such Default
from the Company or a Holder.



     When a Default is cured, or when an Event of Default is deemed cured pursuant to Section 5.04,
such Default, or Event of Default, as the case may be, ceases.



     Section 5.02 Acceleration



     If an Event of Default (other than an Event of Default specified in clause (4) or (5) of
Section 5.01 hereof) occurs and is continuing, the Trustee by notice to the Company, or the Holders
of at least 25% in principal amount of the then outstanding Securities by notice to the Company and
the Trustee, may declare the principal of and premium, if any, and accrued and unpaid interest on
all then outstanding Securities to be due and payable immediately. Upon any such declaration the
amounts due and payable on the Securities, as determined in accordance



26









 




with the next succeeding paragraph, shall be due and payable immediately. If an Event of
Default specified in clause (4) or (5) of Section 5.01 hereof occurs, the principal of and premium,
if any, and accrued and unpaid interest on all Securities then outstanding shall ipso facto become
and be immediately due and payable without any declaration, notice or other act on the part of the
Trustee or any Holder.




     At any time after such a declaration of acceleration with respect to the Securities has been
made and before a judgment for payment of the money due has been obtained by the Trustee as
hereinafter in this Article V provided, the Holders of a majority in principal amount of the
outstanding Securities, by written notice to the Company and the Trustee, may rescind and annul
such declaration and its consequences if:




     (1) the Company has paid or deposited with the Trustee a sum sufficient to pay:




     (A) all overdue interest on all Securities,




     (B) the principal of (and premium, if any, on) any Securities which
have become due otherwise than by such declaration of acceleration and any
interest thereon at the rate then borne by such Securities or in this
Indenture,




     (C) to the extent that payment of such interest is lawful, interest
upon overdue interest at the rate then borne by the Securities or in this
Indenture, and




     (D) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel;




and




     (2) all Events of Default, other than the non-payment of the principal of Securities
which have become due solely by such declaration of acceleration, have been cured or waived
as provided in Section 5.04.



     No such rescission shall affect any subsequent Default or impair any right consequent thereon.



     If the maturity of the Securities is accelerated pursuant to this Section 5.02, 100% of the
principal amount thereof shall become due and payable plus premium, if any, and accrued interest to
the date of payment.



     Section 5.03 Other Remedies



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



27









 





     The Trustee may maintain a proceeding even if it does not possess any of the Securities or
does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder
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 5.04 Waiver of Existing Defaults



     Subject to Sections 5.07 and 8.02 hereof, the Holders of a majority in principal amount of the
outstanding Securities by notice to the Trustee may waive an existing Default or Event of Default
and its consequences (including waivers obtained in connection with a tender offer or exchange
offer for the Securities or a solicitation of consents in respect of the Securities, provided that
in each case such offer or solicitation is made to all Holders of the Securities then outstanding
on equal terms), except (1) a continuing Default or Event of Default in the payment of the
principal of, or premium, if any, or interest on the Securities or (2) a continuing Default in
respect of a provision that under Section 8.02 hereof cannot be amended without the consent of each
Holder affected. 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.



     Section 5.05 Control by Majority



     The Holders of a majority in principal amount of the Securities then outstanding may direct
the time, method and place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on it hereunder. However, the Trustee may refuse to follow
any direction that conflicts with applicable law or this Indenture, that the Trustee determines may
be unduly prejudicial to the rights of other Holders, or that may involve the Trustee in personal
liability; provided, however, that the Trustee may take any other action deemed proper by the
Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the
Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all
losses and expenses caused by taking or not taking such action.



     Section 5.06 Limitations on Suits



     Subject to Section 5.07 hereof, a Holder may pursue a remedy with respect to this Indenture or
the Securities only if:




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




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




     (3) such Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee
against any loss, liability or expense;



28









 






     (4) the Trustee does not comply with the request within 60 days after receipt of the
request and the offer of indemnity; and




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



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



     Section 5.07 Rights of Holders to Receive Payment



     Notwithstanding any other provision of this Indenture, the right of any Holder of a Security
to receive payment of principal of, and premium, if any, and interest on the Security, on or after
the respective due dates expressed or provided for in the Security, or to bring suit for the
enforcement of any such payment on or after such respective dates, is absolute and unconditional
and shall not be impaired or affected without the consent of such Holder.



     Section 5.08 Collection Suit by Trustee



     If an Event of Default specified in clause (1) or (2) of Section 5.01 hereof occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an
express trust against the Company for the amount of principal and premium, if any, and interest
remaining unpaid on the Securities, and interest on overdue principal, premium, if any, to the
extent lawful, interest on overdue interest and such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.



     Section 5.09 Trustee May File Proofs of Claim



     The Trustee is authorized to file such proofs of claim and other papers or documents and to
take such actions, including participating as a member, voting or otherwise, of any committee of
creditors, 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 allowed in any judicial proceedings relative to the Company or
its creditors or properties 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 6.07 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 6.07 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 which 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



29









 




adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.




     Section 5.10 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 for amounts due under Section 6.07 hereof;




     Second: to Holders for amounts due and unpaid on the Securities for principal, premium,
if any, and interest ratably, without preference or priority of any kind, according to the
amounts due and payable on the Securities for principal, premium, if any, and interest,
respectively; and




     Third: to the Company.



     The Trustee, upon prior written notice to the Company, may fix a record date and payment date
for any payment to Holders pursuant to this Article.



     Section 5.11 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 does not apply to a suit
by the Trustee, a suit by a Holder pursuant to Section 5.07 hereof, or a suit by a Holder or
Holders of more than 10% in principal amount of the Securities then outstanding.



ARTICLE VI




TRUSTEE




     Section 6.01 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
such 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:




     (1) 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



30









 






     (2) 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, with respect to certificates or opinions specifically required by any
provision hereof to be furnished to it, the Trustee shall examine such certificates and
opinions to determine whether or not, on their face, they appear to conform substantially to
the requirements of this Indenture.



     (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:




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




     (2) 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;




     (3) 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 Section 5.05
hereof; and




     (4) no provision of this Indenture shall require the Trustee to expend or risk its own
funds or incur any liability.



     (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) The Trustee shall not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law. All money received by the
Trustee shall, until applied as herein provided, be held in trust for the payment of the principal
of, and premium if any, and interest on the Securities.



     Section 6.02 Rights of Trustee



     (a) The Trustee may rely conclusively on any document (whether in its original or facsimile
form) 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, it may require an Officers’ Certificate
or an Opinion of Counsel or both covering such matters as the Trustee shall reasonably request.
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
own selection and the advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted by it hereunder in
good faith and in reliance thereon.



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     (c) The Trustee may act through agents or attorneys and shall not be responsible for the
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
which it believes to be authorized or within its rights or powers conferred upon it by this
Indenture.



     (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction
or notice from the Company shall be sufficient if signed by an Officer of the Company.



     (f) 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.



     (g) 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 and be
enforceable by the Trustee in each of its capacities hereunder and shall extend to the Trustee’s
officers, directors, agents, attorneys and employees. Such immunities and protections and right to
indemnity, together with the Trustee’s right to compensation and reimbursement of expenses, shall
survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of
the Securities.



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



     (i) Except for information provided by the Trustee concerning the Trustee, the Trustee shall
have no responsibility for any information in any offering memorandum or other disclosure material
distributed with respect to the Securities, and the Trustee shall have no responsibility for
compliance with any state or federal securities laws in connection with the Securities.



     (j) The Trustee may request that the Company deliver an Officers’ Certificate setting forth
the names of individuals and/or titles of officers authorized at such time to take specified
actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person
authorized to sign an Officers’ Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.



     (k) 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 pursuant to this Indenture,
unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the
Trustee against the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction.



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



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     Section 6.03 Individual Rights of Trustee



     The Trustee in its individual or any other capacity may become the owner or pledgee of
Securities and may otherwise deal with the Company or any of its Affiliates with the same rights it
would have if it were not Trustee. Any Agent may do the same with like rights. However, the
Trustee is subject to Sections 6.10 and 6.11 hereof.



     Section 6.04 Trustee’s Disclaimer



     The Trustee makes no representation as to the validity or adequacy of this Indenture or the
Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities
or any money paid to the Company or upon the Company’s direction under any provision hereof, 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 Securities other than its certificate of authentication.



     Section 6.05 Notice of Defaults



     If a Default or Event of Default occurs and is continuing and it is actually known to a
Responsible Officer of the Trustee, the Trustee shall mail to Holders 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, or premium, if any, or interest on any Security, 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 Holders.



     Section 6.06 Reports by Trustee to Holders



     On or before July 15 of each year, beginning with July 15, 2006, the Trustee shall mail to
Holders a brief report dated as of a date convenient to the Trustee no more than 60 nor less than
45 days prior thereto, that complies with TIA Section 313(a); provided, however, that 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). The Trustee
shall also transmit by mail all reports as required by TIA Sections 313(c) and 313(d).



     A copy of each report at the time of its mailing to Holders shall be filed with the SEC and
each securities exchange, if any, on which the Securities are listed. The Company shall notify the
Trustee if and when the Securities are listed on any stock exchange or delisted therefrom.



     Section 6.07 Compensation and Indemnity



     The Company agrees to pay to the Trustee from time to time such compensation as agreed to by
the Company and the Trustee, for its acceptance of this Indenture and its services hereunder. The
Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express
trust. The Company agrees to reimburse the Trustee upon request for all reasonable disbursements,
advances and expenses incurred by it. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee’s agents and counsel.



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     The Company agrees to fully indemnify the Trustee or any predecessor Trustee and their agents
for and to hold them harmless against any and all loss, liability damage, claims, or expense
(including taxes, other than taxes based upon, measured by or determined by the income of the
Trustee) 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 defending itself against any
claim (whether asserted by the Company, any Holder or any other Person), except as set forth in the
next paragraph. The Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. The Company shall defend the claim and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel, and the Company shall pay the reasonable fees and expenses of
such counsel. The Company need not pay for any settlement made without its consent, which consent
shall not be unreasonably withheld.



     The Company shall not be obligated to reimburse any expense or indemnify against any loss or
liability incurred by the Trustee through its own negligence or bad faith.



     To secure the payment obligations of the Company in this Section 6.07, the Trustee shall have
a lien prior to the Securities on all money or property held or collected by the Trustee, except
that held in trust to pay principal of, and premium, if any, and interest and on particular
Securities. Such lien shall survive the satisfaction and discharge of this Indenture.



     Without prejudice to any other rights available to the Trustee under applicable law, when the
Trustee incurs expenses or renders services after an Event of Default specified in Section 5.01(4)
or (5) hereof occurs, the expenses and the compensation for the services are intended to constitute
expenses of administration under any Bankruptcy Law.



     The obligations of the Company under this Section shall survive the satisfaction and discharge
of this Indenture and the resignation or removal of the Trustee.



     Section 6.08 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
6.08.



     The Trustee may resign and be discharged from the trust hereby created by so notifying the
Company. The Holders of a majority in principal amount of the then outstanding Securities may
remove the Trustee by so notifying the Trustee and the Company. The Company may remove the Trustee
if:




     (1) the Trustee fails to comply with Section 6.10 hereof;




     (2) 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;




     (3) a Custodian or public officer takes charge of the Trustee or its property; or




     (4) the Trustee otherwise becomes incapable of acting.



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     If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, the Company 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 Securities
then outstanding may appoint a successor Trustee to replace the successor Trustee appointed by the
Company.



     If a successor Trustee does not take office within 30 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Company or the Holders of at least 10% in principal amount
of the Securities then outstanding may petition (at the expense of the Company) any court of
competent jurisdiction at the expense of the Company for the appointment of a successor Trustee.



     If the Trustee fails to comply with Section 6.10 hereof, any Holder 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 Company. 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. The retiring Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee, subject to the lien provided for in Section 6.07 hereof. Notwithstanding
replacement of the Trustee pursuant to this Section 6.08 hereof, the obligations of the Company
under Section 6.07 hereof shall continue for the benefit of the retiring Trustee.



     Section 6.09 Successor Trustee by Merger, etc



     Subject to Section 6.10 hereof, 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; provided, however,
that in the case of a transfer of all or substantially all of its corporate trust business to
another corporation, the transferee corporation expressly assumes all of the Trustee’s liabilities
hereunder.



     In case any Securities shall have been authenticated, but not delivered, by the Trustee then
in office, any successor by merger, conversion or consolidation to such authenticating Trustee may
adopt such authentication and deliver the Securities so authenticated; and in case at that time any
of the Securities shall not have been authenticated, any successor to the Trustee may authenticate
such Securities either in the name of any predecessor hereunder or in the name of the successor to
the Trustee; and in all such cases such certificates shall have the full force which it is anywhere
in the Securities or in this Indenture provided that the certificate of the Trustee shall have.



     Section 6.10 Eligibility; Disqualification



     There shall at all times be a Trustee hereunder which shall be a corporation organized and
doing business under the laws of the United States of America, any State thereof or the District of
Columbia and authorized under such laws to exercise corporate trust power, shall be subject to




35










 







supervision or examination by federal or State (or the District of Columbia) authority and shall have, or be a Subsidiary of a bank or bank holding company having, 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 Sections 310(a)(1), 310(a)(2) and 310(a)(5). The Trustee is subject to and shall comply with the provisions of TIA Section 310(b) during the period of time required by this Indenture. Nothing in this Indenture shall prevent the Trustee from filing with the SEC the application referred to in the penultimate paragraph of TIA Section 310(b). For purposes of clause (i) of the proviso to TIA Section 310(b), the following indentures are specifically described: the Senior Indenture dated as of July 15, 1996 between the Company and JPMorgan Chase Bank, N.A., as successor trustee, the Senior Indenture dated as of January 16, 1998 between the Company and JPMorgan Chase Bank, N.A., as successor trustee, the Indenture dated as of August 17, 2001 between the Company and JPMorgan Chase Bank, N.A., as successor trustee, the Indenture dated as of July 3, 2002 between the Company and JPMorgan Chase Bank, N.A., as successor trustee, and the Indenture dated as of December 17, 2004 between the Company and JPMorgan Chase Bank, N.A.



     Section 6.11Preferential Collection of Claims Against Company



     The Trustee is subject to and shall comply with the provisions of 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 VII




DISCHARGE OF INDENTURE




     Section 7.01 Termination of Company’s Obligations



     (a) This Indenture shall cease to be of further effect (except that the Company’s obligations
under Section 6.07 hereof and the Trustee’s and Paying Agent’s obligations under Sections 7.02 and
7.03 hereof shall survive), and the Trustee, on demand of the Company, shall execute proper
instruments acknowledging the satisfaction and discharge of this Indenture and the Securities,
when:




     (1) either




     (A) all outstanding Securities theretofore authenticated and issued (other
than destroyed, lost or stolen Securities that have been replaced or paid) have
been delivered to the Trustee for cancellation; or




     (B) all outstanding Securities not theretofore delivered to the Trustee for
cancellation:




     (i) have become due and payable,



36









 






     (ii) will become due and payable at their Stated Maturity within one
year, or




     (iii) 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 Company,




and the Company, in the case of clause (i), (ii) or (iii) above, has deposited or
caused to be deposited with the Trustee as funds (immediately available to the
Holders in the case of clause (i)) in trust for such purpose an amount that will be
sufficient to pay and discharge the entire indebtedness on the Securities for
principal, premium, if any, and interest to the date of such deposit (in the case
of Securities which have become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be;




     (2) the Company has paid all other sums payable by it hereunder; and




     (3) the Company has delivered to the Trustee an Officers’ Certificate stating that all
conditions precedent to satisfaction and discharge of this Indenture have been complied
with, together with an Opinion of Counsel to the same effect.



     (b) The Company may, subject as provided herein, terminate all of its obligations under this
Indenture with respect to the Securities if:




     (1) the Company has irrevocably deposited or caused to be irrevocably deposited with
the Trustee as trust funds in trust for the purpose of making the following payments
dedicated solely to the benefit of the Holders (i) cash in an amount sufficient, or (ii)
U.S. Government Obligations, the principal of interest on which is sufficient or (iii) a
combination thereof, sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof delivered to
the Trustee, to pay, without consideration of the reinvestment of any such amounts and
after payment of all taxes or other charges or assessments in respect thereof payable by
the Trustee, the principal of, and premium, if any, and interest on all Securities on each
date that such principal, premium, if any, or interest is due and payable and to pay all
other sums payable by it hereunder; provided that the Trustee shall have been irrevocably
instructed to apply such money and/or the proceeds of such U.S. Government Obligations to
the payment of said principal, premium, if any, and interest with respect to the Securities
as the same shall become due;




     (2) the Company has delivered to the Trustee an Officers’ Certificate stating that all
conditions precedent to satisfaction and discharge of this Indenture with respect to the
Securities have been complied with, and an Opinion of Counsel to the same effect;




     (3) no Default or Event of Default shall have occurred and be continuing on the date
of such deposit or, insofar as clauses (4) and (5) of Section 5.01 hereof are concerned, at
any time during the period ending on the 91st day after the date of such



37









 




deposit (it being understood that this condition shall not be deemed satisfied until
the expiration of such period);





     (4) the Company shall have delivered to the Trustee an Opinion of Counsel from a
nationally recognized counsel acceptable to the Trustee or a tax ruling to the effect that
the Holders of the Securities will not recognize income, gain or loss for federal income
tax purposes as a result of the Company’s exercise of its option under this Section 7.01(b)
and will be subject to federal income tax on the same amount and in the same manner and at
the same times as would have been the case if such option had not been exercised;




     (5) such deposit and discharge will not result in a breach or violation of, or
constitute a default under, any other agreement or instrument to which the Company is a
party or by which it is bound;




     (6) such deposit and discharge shall not cause the Trustee to have a conflicting
interest as defined in TIA Section 310(b);




     (7) the Company shall have delivered to the Trustee an Opinion of Counsel to the
effect that after the passage of 91 days 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; and




     (8) if the Securities are to be redeemed, the Company shall have irrevocably
instructed the Trustee to give notice of such redemption in the name, and at the expense,
of the Company, under arrangements satisfactory to the Trustee.



     In such event, this Indenture shall cease to be of further effect (except as provided in the
next succeeding paragraph).



     However, the Company’s obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 3.02, 4.01,
6.07, 6.08, 7.01 and 7.04 hereof and the Trustee’s and Paying Agent’s obligations in Sections 7.02
and 7.03 hereof shall survive until the Securities are no longer outstanding. Thereafter, only the
Company’s obligations in Section 6.07 hereof and the Trustee’s and Paying Agent’s obligations in
Sections 7.02 and 7.03 hereof shall survive such satisfaction and discharge.



     After such irrevocable deposit made pursuant to this Section 7.01(b) and satisfaction of the
other conditions set forth herein, the Trustee upon request shall acknowledge in writing the
discharge of the Company’s obligations under this Indenture except for those surviving obligations
specified above.



     In order to have money available on a payment date to pay principal of, premium, if any, or
interest on the Securities, the U.S. Government Obligations shall be payable as to principal or
interest on or before such payment date in such amounts as will provide the necessary money. U.S.
Government Obligations shall not be callable at the issuer’s option.



38









 





     Section 7.02 Application of Trust Money



     The Trustee or a trustee satisfactory to the Trustee and the Company shall hold in trust money
or U.S. Government Obligations deposited with it pursuant to Section 7.01 hereof. It shall apply
the deposited money and the money from U.S. Government Obligations through the Paying Agent and in
accordance with this Indenture to the payment of principal of, premium, if any, and interest on the
Securities.



     Section 7.03 Repayment to Company



     The Trustee and the Paying Agent shall promptly pay to the Company upon written request any
excess money or securities held by them at any time.



     Subject to the requirements of any applicable abandoned property laws, the Trustee and the
Paying Agent shall pay to the Company upon written request any money held by them for the payment
of principal, premium, if any, or interest that remains unclaimed for two years after the date upon
which such payment shall have become due; provided, however, that the Company shall have either
caused notice of such payment to be mailed to each Holder 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. After payment to the
Company, Holders entitled to the money must look to the Company for payment as
general creditors unless an applicable abandoned property law designates another Person, and
all liability of the Trustee and the Paying Agent with respect to such money shall cease.



     Section 7.04 Reinstatement



     If the Trustee or the Paying Agent is unable to apply any money or U.S. Government Obligations
in accordance with Section 7.01 hereof by reason of any legal proceeding or by reason of any order
or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the obligations of the Company under this Indenture and the Securities shall be
revived and reinstated as though no deposit had occurred pursuant to Section 7.01 hereof until such
time as the Trustee or the Paying Agent is permitted to apply all such money or U. S. Government
Obligations in accordance with Section 7.01 hereof; provided, however, that if the Company has made
any payment of principal of or interest on any Securities because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of such Securities to
receive such payment from the money or U.S. Government Obligations held by the Trustee or the
Paying Agent.



ARTICLE VIII




AMENDMENTS




     Section 8.01 Without Consent of Holders



     The Company and the Trustee may amend or supplement this Indenture or any of the Securities or
waive any provision hereof or thereof without the consent of any Holder:




     (1) to cure any ambiguity, omission, defect or inconsistency;



39









 






     (2) to comply with Sections 4.01 and 4.02 hereof;




     (3) to provide for uncertificated Securities in addition to or in place of
certificated Securities;




     (4) to add any additional Events of Default;




     (5) to add to, change or eliminate any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the issuance of Securities in bearer
form, registrable or not registrable as to principal, and with or without interest coupons;




     (6) to provide for the acceptance of appointment hereunder of a successor trustee in
compliance with the provisions hereof;




     (7) to secure the Securities pursuant to the requirements of Section 3.05 or
otherwise;




     (8) to comply with any requirement in order to effect or maintain the qualification of
this Indenture under the TIA;




     (9) to comply with any requirements of the SEC in connection with qualifying this
Indenture under the TIA;




     (10) to add to the covenants of the Company for the benefit of the Holders or to
surrender any right or power herein conferred upon the Company; or




     (11) to make any change that does not adversely affect the rights hereunder of any
Holder in any material respect.



     Upon the request of the Company accompanied by a resolution of the Board of Directors of the
Company authorizing the execution of any such supplemental indenture, and upon receipt by the
Trustee of the documents described in Section 8.06 hereof, the Trustee shall join with the Company
in the execution of any supplemental indenture authorized or permitted by the terms of this Section
and make any further appropriate agreements and stipulations that may be therein contained. After
an amendment, supplement or waiver under this Section 8.01 becomes effective, the Company shall
mail to the Holders of each Security affected thereby a notice briefly describing the amendment,
supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall
not, however, in any way impair or affect the validity of any such supplemental indenture.



     Section 8.02 With Consent of Holders



     Except as provided below in this Section 8.02, the Company and the Trustee may amend or
supplement this Indenture or the Securities with the written consent (including consents obtained
in connection with a tender offer or exchange offer for the Securities or a solicitation of
consents in respect of the Securities, provided that in each case such offer or solicitation is
made to all Holders of the Securities then outstanding on equal terms) of the Holders of at least a
majority in principal amount of the Securities then outstanding.



40









 





     Upon the request of the Company accompanied by a resolution of the Board of Directors of the
Company authorizing the execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of the Holders as aforesaid, and upon receipt by the Trustee of
the documents described in Section 8.06 hereof, the Trustee shall join with the Company in the
execution of such supplemental indenture.



     It shall not be necessary for the consent of the Holders under this Section 8.02 to approve
the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if
such consent approves the substance thereof.



     The Holders of a majority in principal amount of the Securities then outstanding may waive
compliance in a particular instance by the Company with any provision of this Indenture or the
Securities (including waivers obtained in connection with a tender offer
or exchange offer for the Securities or a solicitation of consents in respect of the
Securities, provided that in each case such offer or solicitation is made to all Holders of the
Securities then outstanding on equal terms).



     Without the consent of each Holder affected, an amendment, supplement or waiver under this
Section may not:




     (1) reduce the percentage of principal amount of the Securities whose Holders must
consent to an amendment, supplement or waiver;




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




     (3) reduce the principal of or change the fixed maturity of any Security or alter the
premium or other provisions with respect to redemption under Section 9.07 or specified in
the Securities;




     (4) change the place of payment or make any Security payable in money other than that
stated in the Security;




     (5) impair the right to institute suit for the enforcement of any payment of principal
of, or premium, if any, or interest on any Security pursuant to Sections 5.07 and 5.08
hereof, except as limited by Section 5.06 hereof;




     (6) make any change in the percentage of principal amount of the Securities necessary
to waive compliance with certain provisions of this Indenture pursuant to Section 5.04 or
5.07 hereof or this clause of this Section 8.02; or




     (7) waive a continuing Default or Event of Default in the payment of principal of, or
premium, if any, or interest on the Securities.




     Section 8.03 Compliance with Trust Indenture Act



     Every amendment to this Indenture or the Securities shall comply in form and substance with
the TIA as then in effect.



41









 





     Section 8.04 Revocation and Effect of Consents



     A consent to an amendment (which includes a supplement) or waiver by a Holder is a continuing
consent by the Holder and every subsequent Holder of a Security or portion of a Security that
evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not
made on any Security. However, any such Holder or subsequent Holder may revoke the consent as to
his or her Security or portion of a Security if the Trustee receives written notice of revocation
at any time prior to (but not after) the date the Trustee receives an Officers’ Certificate
certifying that the Holders of the requisite principal amount of Securities have consented (and not
theretofore revoked such consent) to the amendment, supplement or waiver. An amendment, supplement
or waiver becomes effective in accordance with its terms and thereafter binds every Holder.



     The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to consent to any amendment or waiver or to take any other action
under this Indenture. If a record date is fixed, then notwithstanding the provisions of the
immediately preceding paragraph, those Persons who were Holders at such record date (or their duly
designated proxies), and only those Persons, shall be entitled to consent to such amendment,
supplement or waiver or to revoke any consent previously given, whether or not such Persons
continue to be Holders after such record date. No consent shall be valid or effective for more
than 90 days after such record date unless consents from Holders of the principal amount of the
Securities required hereunder for such amendment or waiver to be effective shall have also been
given and not revoked within such 90-day period.



     After an amendment, supplement or waiver becomes effective, it shall bind every Holder, unless
it is of the type described in any of clauses (1) through (7) of Section 8.02 hereof. In such
case, the amendment or waiver shall bind each Holder who has consented to it and every subsequent
Holder that evidences the same debt as the consenting Holder’s Security.



     Section 8.05 Notation on or Exchange of Securities



     If an amendment changes the terms of a Security, the Trustee may require the Holder of the
Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the
Security regarding the changed terms and return it to the Holder. Alternatively, if the Company or
the Trustee so determines, the Company in exchange for the Security shall issue and the Trustee
shall authenticate a new Security that reflects the changed terms. Failure to make the appropriate
notation or to issue a new Security shall not affect the validity of such amendment.



     Section 8.06 Trustee to Sign Amendments, etc.



     The Trustee shall sign any amendment, waiver or supplemental indenture authorized pursuant to
this Article if the amendment, waiver or supplemental indenture does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need
not, sign it. In signing or refusing to sign such amendment, waiver or supplemental indenture, the
Trustee shall receive, and subject to Section 6.01 hereof, shall be fully protected in relying
upon, an Opinion of Counsel and an Officers’ Certificate, as conclusive evidence that such
amendment, waiver or supplemental indenture is authorized or permitted by this Indenture,



42









 




that it is not inconsistent herewith, and that it will be valid and binding upon the Company
in accordance with its terms.




ARTICLE IX




REDEMPTION




     Section 9.01 Notices to Trustee



     If the Company elects to redeem Securities pursuant to the redemption provisions of Section
9.07, it shall furnish to the Trustee, at least 45 days but not more than 60 days before a
Redemption Date (unless the Trustee consents in writing to a shorter period of at least 30 days
prior to the Redemption Date), an Officers’ Certificate setting forth the Redemption Date and the
principal amount of such Securities to be redeemed.



     Section 9.02 Selection of Securities to be Redeemed



     If less than all of the Securities are to be redeemed, the Trustee shall select the Securities
to be redeemed by such method as the Trustee in its sole discretion shall deem appropriate. The
particular Securities to be redeemed shall be selected, unless otherwise provided herein, not less
than 30 days nor more than 60 days prior to the Redemption Date by the Trustee from the outstanding
Securities not previously called for redemption.



     The Trustee shall promptly notify the Company in writing of the Securities selected for
redemption and, in the case of any Security selected for partial redemption, the principal amount
thereof to be redeemed. Securities and portions of them selected shall be in amounts of $2,000 or
integral multiples of $1,000 in excess of $2,000. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Securities called for redemption also apply to portions
of Securities called for redemption.



     Section 9.03 Notices to Holders



     (a) At least 30 days but not more than 60 days before a Redemption Date, the Company shall
mail in conformity with Section 10.02 a notice of redemption to each Holder whose Securities are to
be redeemed.



     The Notice shall identify the Securities to be redeemed (including CUSIP numbers, if any) and
shall state:




     (i) the Redemption Date;




     (ii) the Redemption Price, or if not yet known, the manner in which it will be
calculated;




     (iii) if any Security is being redeemed in part, the portion of the principal amount
of such Security to be redeemed and that, after the Redemption Date, upon surrender of such
Security, a new Security or Securities in principal amount equal to the unredeemed portion
will be issued;



43









 






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




     (v) that Securities called for redemption must be surrendered to the Paying Agent at
the address specified in such notice to collect the Redemption Price;




     (vi) that unless the Company defaults in making the redemption payment, interest on
Securities called for redemption ceases to accrue on and after the Redemption Date and the
only remaining right of the Holders is to receive payment of the Redemption Price upon
surrender to the Paying Agent of the Securities; and




     (vii) the aggregate principal amount of Securities being redeemed.



     If any of the Securities to be redeemed is in the form of a Global Security, then the Company
shall modify such notice to the extent necessary to accord with the procedures of the Depositary
applicable to redemptions.



     The Trustee shall not be responsible for the calculation of the Redemption Price. The Company
shall notify the Trustee of the Redemption Price promptly after the calculation thereof.



     (b) At the Company’s request, the Trustee shall give the notice required in Section 9.03(a) in
the Company’s name; provided, however, that the Company shall deliver to the Trustee, at least 45
days prior to the Redemption Date (unless the Trustee consents in writing to a shorter period at
least 30 days prior to the Redemption Date), an Officers’ Certificate requesting that the Trustee
give such notice and setting forth the information to be stated in such notice as provided in
Section 9.03(a).



     Section 9.04 Effect of Notices of Redemption



     Once notice of redemption is mailed pursuant to Section 9.03, Securities called for redemption
become due and payable on the Redemption Date at the Redemption Price. Upon surrender to the
Paying Agent, such Securities shall be paid out at the Redemption Price.



     Section 9.05 Deposit of Redemption Price



     At or prior to 11:00 am New York City time on the Redemption Date, the Company shall deposit
with the Trustee or with the Paying Agent money sufficient to pay the Redemption Price of all
Securities to be redeemed on that date. The Trustee or the Paying Agent shall return to the
Company any money not required for that purpose less the expenses of the Trustee as provided
herein.



     If the Company complies with the preceding paragraph, interest on the Securities or portions
thereof to be redeemed (whether or not such Securities are presented for payment) will cease to
accrue on the applicable Redemption Date. If any Security called for redemption shall not be so
paid upon surrender because of the failure of the Company to comply with the preceding paragraph,
then interest will be paid on the unpaid principal and premium, if any, from the Redemption Date
until such principal and premium are
paid and, to the extent lawful, on any interest not paid on such unpaid principal, in each
case at the rate provided in the Securities and in Section 3.01.



44









 





     Section 9.06 Securities Redeemed in Part



     Upon surrender of a Security that is redeemed in part, the Company shall issue and the Trustee
shall authenticate for the Holder, at the expense of the Company, a new Security equal in principal
amount to the unredeemed portion of the Security surrendered.



     Section 9.07 Optional Redemption



     The Securities may be redeemed at any time, at the option of the Company, in whole or from
time to time in part, at the Redemption Price specified in such Securities.



     Any redemption pursuant to this Section 9.07 shall be made, to the extent applicable, pursuant
to the provisions of Sections 9.01 through 9.06.



ARTICLE X




MISCELLANEOUS




     Section 10.01 Trust Indenture Act Controls



     If any provision of this Indenture limits, qualifies or conflicts with another provision which
is required to be included in this Indenture by the TIA if this Indenture were qualified
thereunder, the required provision shall control. If this Indenture excludes any provision of the
TIA that is required to be included if this Indenture were qualified thereunder, such provision
shall be deemed included herein.



     Section 10.02 Notices



     Any notice or communication to the Company or the Trustee hereunder 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
applicable address set forth below:


If to the Company:



Transcontinental Gas Pipe Line Corporation

2800 Post Oak Blvd.

Houston, Texas 77056

Telecopier No.: (713) 215-2435

Attention: Treasurer



If to the Trustee:



JPMorgan Chase Bank, N.A.

4 New York Plaza

15th Floor

New York, New York 10004

Telecopier No.: (212) 623-6167




45









 







Attention: Worldwide Securities Services




     Each of the Company and the Trustee by notice to the others may designate additional or
different addresses for subsequent notices or communications.



     All notices and communications 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 telecopied; and the next Business Day after
timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.
Notwithstanding the foregoing, notices to the Trustee shall be effective only upon receipt.



     Any notice or communication to a Holder shall be mailed by first-class mail, postage prepaid,
to the Holder’s address shown on the register kept by the Registrar. 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 Company mails a notice or communication to Holders, it shall mail a copy to the Trustee
and each Agent at the same time.



     All notices or communications, including without limitation notices to the Trustee or the
Company by Holders, shall be in writing, except as set forth below, and in the English language.



     In case by reason of the suspension of regular mail service, or by reason of any other cause,
it shall be impossible to mail any notice required by this Indenture, then such method of
notification as shall be made with the approval of the Trustee shall constitute a sufficient
mailing of such notice.



     Section 10.03 Communication by Holders with Other Holders



     Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to
their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar and
anyone else shall have the protection of TIA Section 312(c).



     Section 10.04 Certificate and Opinion as to Conditions Precedent



     Upon any request or application by the Company to the Trustee to take any action under this
Indenture, the Company shall, if requested by the Trustee, furnish to the Trustee:




     (1) an Officers’ Certificate (which shall include the statements set forth in Section
10.05 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
complied with; and



46









 






     (2) an Opinion of Counsel (which shall include the statements set forth in Section
10.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent
and covenants have been complied with.



     Notwithstanding the foregoing, no such Opinion of Counsel shall be required in connection with
the issuance of the Securities on the Initial Issue Date.



     Section 10.05 Statements Required in Certificate or Opinion



     Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture shall include:




     (1) a statement that the Person making such certificate or opinion has read such
covenant or condition;




     (2) 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;




     (3) a statement that, in the opinion of such Person, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to whether or
not such covenant or condition has been complied with; and




     (4) a statement as to whether or not, in the opinion of such Person, such condition or
covenant has been complied with.



     Section 10.06 Rules by Trustee and Agents



     The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar
or the Paying Agent may make reasonable rules and set reasonable requirements for its functions.



     Section 10.07 Legal Holidays



     Except as provided in the Securities, 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.



     Section 10.08 No Recourse Against Others



     A director, officer, employee or stockholder of the Company as such, shall not have any
liability for any obligations of the Company under the Securities or this
Indenture or for any claim based on, in respect of or by reason of such obligations or their
creation. Each Holder by accepting a Security waives and releases all such liability. The waiver
and release shall be part of the consideration for the issue of the Securities.



47









 





     Section 10.09 Governing Law



     This Indenture and the Securities shall be governed by and constructed in accordance with the
laws of the State of New York.



     Section 10.10 No Adverse Interpretation of Other Agreements



     This Indenture may not be used to interpret another indenture, loan or debt agreement of the
Company, or any other Subsidiary of the Company. Any such indenture, loan or debt agreement may
not be used to interpret this Indenture.



     Section 10.11 Successors



     All agreements of the Company in this Indenture and the Securities shall bind its successors.
All agreements of the Trustee in this Indenture shall bind its successors.



     Section 10.12 Severability



     In case any provision in this Indenture or in the Securities 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.



     Section 10.13 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 10.14 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
hereof and shall in no way modify or restrict any of the terms or provisions hereof.



[Signature Page Follows]





48










 







     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of
the day and year first above written.



	 	 	 	 	 
	 	Company :



TRANSCONTINENTAL GAS PIPE LINE CORPORATION

 	 
	 	By:  	/s/  Richard D. Rodekohr
 	 
	 	 	Name:  	Richard D. Rodekohr 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	Trustee :



JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	/s/ Joanne Adamis
 	 
	 	 	Name:  	Joanne Adamis 	 
	 	 	Title:  	Vice President 	 
	 




49









 





EXHIBIT A




[FACE OF SECURITY]




[Global Securities Legend]




     [UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS
SECURITY 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.
THE DEPOSITORY TRUST COMPANY SHALL ACT AS THE DEPOSITARY UNTIL A SUCCESSOR SHALL BE APPOINTED BY
THE COMPANY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS 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 SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT
AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN,
THE HOLDER:



     (1) REPRESENTS THAT (A) IT IS A QUALIFIED INSTITUTIONAL BUYER, AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT, OR (B) IT HAS ACQUIRED THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE
WITH REGULATION S UNDER THE SECURITIES ACT;



     (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY, EXCEPT (A) TO
TRANSCONTINENTAL GAS PIPE LINE CORPORATION OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE
SELLER





 




			
	1	 	This paragraph should be included only if the
Security is a Global Security.




A -1









 









REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER PURCHASING FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF THE SECURITIES ACT,
(D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, OR (E) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH OF THE CASES, IN ACCORDANCE WITH THE APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION;




     (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; AND



     (4) AGREES THAT, BEFORE THE HOLDER OFFERS, SELLS OR OTHERWISE TRANSFERS THIS SECURITY,
TRANSCONTINENTAL GAS PIPE LINE CORPORATION MAY REQUIRE THE HOLDER OF THIS SECURITY TO DELIVER A
WRITTEN OPINION, CERTIFICATIONS AND/OR OTHER INFORMATION THAT IT REASONABLY REQUIRES TO CONFIRM
THAT SUCH PROPOSED TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE UNITED STATES.



     AS USED IN THIS SECURITY, THE TERMS “OFFSHORE TRANSACTION,” “U.S. PERSON” AND “UNITED STATES”
HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE
SECURITIES ACT.]
2



TRANSCONTINENTAL GAS PIPE LINE CORPORATION




6.40% Senior Note due 2016




CUSIP [ ___________]




			
	No. [RA] [RS] [R] –                                         
	 	$___






     Transcontinental Gas Pipe Line Corporation, a Delaware corporation (the “Company”), for value
received promises to pay to                                                              or registered assigns, the principal sum of
                                         United States Dollars [or such greater or lesser amount as is indicated on the Schedule
of Exchanges of Securities on the other side of this Security] 3 on April 15, 2016 (the
“Stated Maturity Date”).





 




			
	2	 	This legend shall not be included in Exchange
Notes.
	 
	3	 	This phrase should be included only if the Security
is a Global Security.





A -2









 





	 	 	 	 	 
	 

	 	Initial Issue Date:
	 	April 11, 2006
	 
	 	 	 	 
	 

	 	Interest Payment Dates:
	 	April 15 and October 15, beginning October 15, 2006
	 
	 	 	 	 
	 

	 	Record Dates:
	 	April 1 and October 1






     Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     IN WITNESS WHEREOF, the Company has caused this Security to be signed manually or by facsimile
by its duly authorized officer.



     Dated:                                         



	 	 	 	 	 	 	 
	 	 	TRANSCONTINENTAL GAS PIPE LINE CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 




Certificate of Authentication:



JPMORGAN CHASE BANK, N.A., as Trustee, certifies that this is one of the Securities referred to in
the within-mentioned Indenture.




	 	 	 	 	 
	By:

	 	 	 	 
	 	 	 	 	 
	 

	 	Authorized Officer	 	 






A -3









 





[REVERSE OF SECURITY]




TRANSCONTINENTAL GAS PIPE LINE CORPORATION




6.40% Senior Note due 2016




     This Security is one of a duly authorized issue of 6.40% Senior Notes due 2016 (the
“Securities”) of Transcontinental Gas Pipe Line Corporation, a Delaware corporation (the
“Company”).



     1. Interest. The Company promises to pay interest on the principal amount of this Security at
the rate of 6.40% per annum from April 11, 2006 until maturity. The Company will pay interest
semiannually on April 15 and October 15 of each year (each an “Interest Payment Date”). Interest
on the Securities will accrue from the most recent Interest Payment Date on which interest has been
paid or duly provided for or, if no interest has been paid or duly provided for, from April 11,
2006; provided that if there is no existing default in the payment of interest, and if this
Security is authenticated between a record date set forth on the face hereof (each a “Record Date”)
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 October 15,
2006 and interest accrued from April 11, 2006 shall be payable on such date. Further, the Company
shall pay interest on overdue principal and premium, if any, from time to time on demand at a rate
equal to the interest rate then in effect; it shall pay interest on overdue installments of
interest (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 of twelve
30-day months.



     If an Interest Payment Date, the Stated Maturity Date or a Redemption Date falls on a day that
is not a Business Day, payment of principal and interest due on that date shall be made on the next
following day that is a Business Day and no interest shall accrue for the period from and after the
Interest Payment Date, Stated Maturity Date or such Redemption Date, as the case may be, on the
payment so deferred.



     Interest payments on this Security will include interest accrued to but excluding the Interest
Payment Dates or the Stated Maturity Date (or any Redemption Date), as the case may be.



     [Holders of Securities are entitled to the benefits of a registration rights agreement, dated
as of April 11, 2006, between the Company and the Initial Purchasers named therein (the
“Registration Rights Agreement”). In the event that a Registration Default (as defined in the
Registration Rights Agreement) occurs, additional interest (“Additional Interest “) will accrue on
the affected Transfer Restricted Securities (as defined in the Registration Rights Agreement). The
rate of Additional Interest will be 0.25% per annum on the principal amount of the Transfer
Restricted Securities held by such Holder for the first 90-day period immediately following the
occurrence of a Registration Default, increasing by an additional 0.25% per annum on the principal
amount of the Transfer Restricted Securities with respect to each subsequent 90-day period
thereafter up to a maximum amount of Additional Interest for all Registration Defaults of



A -4









 




0.50% per annum, from and including the date on which any such Registration Default shall occur to,
but excluding, the earlier of (1) the date on which all Registration Defaults have been cured or
(2) the date on which all Transfer Restricted Securities otherwise become freely transferrable by
Holders other than Affiliates of the Company without further registration under the Securities Act.
Pursuant to the Registration Rights Agreement the Company shall not be required to pay Additional
Interest with respect to more than one Registration Default at any one time. Additional Interest
shall be payable to the same Persons, at the same times and in the same manner as ordinary
interest.] 4




     2. Method of Payment. The Company will pay interest on the Securities (except defaulted
interest) to the Persons who are registered Holders of Securities at the close of business on the
Record Date next preceding the Interest Payment Date (whether or not a Business Day), even if such
Securities are canceled after such Record Date and on or before such Interest Payment Date. The
Holder must surrender this Security to a Paying Agent to collect payments of principal and;
provided, that, installments of interest payable on a Redemption Date or on the Stated Maturity
Date shall be payable to the Persons to whom principal of the Securities are payable, premium, if
any. The Company will pay the principal of, and premium, if any, and interest on the Securities in
money of the United States of America that at the time of payment is legal tender for payment of
public and private debts. Payments in respect of the Securities represented by a Global Security
(including principal, premium, if any, and interest) will be made by wire transfer of immediately
available funds to the accounts specified by The Depository Trust Company. The Company will make
all payments in respect of a certificated Security (including principal, premium, if any, and
interest) by mailing a check to the registered address of each Holder thereof; provided, however,
that payments on a certificated Security will be made by wire transfer to a U.S. dollar account
maintained by the payee with a bank in the United States if such Holder elects payment by wire
transfer by giving written notice to the Trustee or the Paying Agent to such effect designating
such account no later than 30 days immediately preceding the relevant due date for payment (or such
other date as the Trustee may accept in its discretion).



     3. Ranking. The Securities are senior unsecured obligations of the Company.



     4. Optional Redemption. The Securities may be redeemed at any time, at the option of the
Company, in whole or from time to time in part, at a price equal to the sum of (i) 100% of the
principal amount of the Securities to be redeemed, plus accrued and unpaid interest thereon to the
Redemption Date, if any; plus (ii) the Make-Whole Amount (defined below).



     “Make-Whole Amount” means the excess, if any, of: (i) the aggregate present value as of the
Redemption Date of each dollar of principal being redeemed and the amount of interest (exclusive of
interest accrued to the Redemption Date) that would have been payable in respect of such dollar if
such redemption had not been made, determined by discounting, on a





 




			
	4	 	Do not include in Exchange Notes.




A -5









 









semiannual basis, such principal and interest at the Treasury Rate (defined below) (determined
on the Business Day preceding the Redemption Date) plus 0.35%, from the respective dates on which
such principal and interest would have been payable if such redemption had not been made; over (ii)
the principal amount of the Security being redeemed.




     “Treasury Rate” means, in connection with the calculation of any Make-Whole Amount with
respect to any Security, the yield to maturity at the time of computation of United States Treasury
securities with a constant maturity, as compiled by and published in the most recent Federal
Reserve Statistical Release H.15 (519) that has become publicly available at least two Business
Days prior to the Redemption Date (or, if such statistical release is no longer published, any
publicly available source of similar market data), equal to the then remaining maturity of the
Security being prepaid. If no maturity exactly corresponds to such maturity, yields for the
published maturities occurring prior to and after such maturity most closely corresponding to such
maturity shall be calculated pursuant to the immediately preceding sentence and the Treasury Rate
shall be interpolated or extrapolated from such yields on a straight-line basis, rounding in each
of such relevant periods to the nearest month.



     Periodic interest installments with respect to which the Interest Payment Date is prior to any
Redemption Date will be payable to Holders of record at the close of business on the relevant
Record Dates referred to herein, all as provided in the Indenture.



     Notice of redemption will be mailed at least 30 days but not more than 60 days before the
Redemption Date to each Holder of Securities to be redeemed at his registered address. Securities
in denominations larger than $2,000 may be redeemed in part but only in integral multiples of
$1,000 and only to the extent that the Securities that remain outstanding following such redemption
will have denominations of at least $2,000. On or after the Redemption Date interest will cease to
accrue on Securities or on the portions thereof called for redemption, as the case may be.



     The Trustee shall not be responsible for the calculation of the Redemption Price. The Company
shall notify the Trustee of the Redemption Price promptly after the calculation thereof.



     5. Paying Agent and Registrar. Initially, JPMorgan Chase Bank, N.A. (the “Trustee”), the
Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any
Paying Agent and Registrar, co-registrar or additional paying agent without notice to any Holder.
The Company or any of its subsidiaries may act in any such capacity.



     6. Indenture. The Company issued the Securities under an Indenture dated as of April 11, 2006
(as amended, supplemented or otherwise modified form time to time, the “Indenture”) between the
Company and the Trustee. The terms of the Securities 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), as in effect on the date of execution of the Indenture (the
“TIA”). The Securities are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. The Securities are unsecured general obligations of
the Company. Capitalized terms used but not defined in this Security have the respective meanings
given to such terms in the Indenture.



A -6









 





     7. Denominations, Transfer, Exchange. The Securities are in registered form without coupons
in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. The transfer of
Securities may be registered and Securities 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 to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not exchange or register the transfer of any Securities during
the period between a Record Date and the corresponding Interest Payment Date.



     8. Persons Deemed Owners. Except as set forth in the Indenture, the registered Holder of a
Security shall be treated as its owner for all purposes.



     9. Amendments and Waivers. Subject to certain exceptions and limitations, the Indenture or
the Securities may be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the then outstanding Securities, and compliance in a particular
instance by the Company with any provision of the Indenture may be waived (other than certain
provisions, including any continuing Default or Event of Default in the payment of the principal
of, or premium, if any, or interest on the Securities) by the Holders of at least a majority in
principal amount of the Securities then outstanding in accordance with the terms of the Indenture.
Without the consent of any Holder, the Company and the Trustee may amend or supplement the
Indenture or the Securities to cure any ambiguity, omission, defect or inconsistency; to comply
with the Indenture in the case of the merger, consolidation or sale or other disposition of the
assets of the Company substantially as an entirety; to provide for uncertificated Securities in
addition to or in place of certificated Securities; to add any additional Events of Default; to
provide for the acceptance under the Indenture of a successor trustee in compliance with the
provisions thereof; to secure the Securities pursuant to the requirements under the Indenture; to
comply with any requirements in order to effect or maintain the qualification of the Indenture
under the Trust Indenture Act of 1939, as amended; to comply with any requirements of the SEC in
connection with qualifying the Indenture under the TIA; to add to the covenants of the Company for
the benefit of the Holders or to surrender any power conferred upon the Company; or to make any
change that does not adversely affect the rights of any Holder in any material respect.



     Without the consent of each Holder affected, the Company may not (i) reduce the percentage of
principal amount of Securities whose Holders must consent to an amendment, supplement or waiver,
(ii) reduce the rate of or change the time for payment of interest, including default interest, on
any Security, (iii) reduce the principal of or change the fixed maturity of any Security or alter
the premium or other provisions with respect to redemption, (iv) change the place of payment or
make any Security payable in money other than that stated in the Security, (v) impair the right to
institute suit for the enforcement of any payment of principal of, or premium, if any, or interest
on any Security, (vi) make any change in the percentage of principal amount of Securities necessary
to waive compliance with certain provisions of the Indenture or (vii) waive a continuing Default or
Event of Default in the payment of principal of, or premium, if any, or interest on the Securities.



     10. Defaults and Remedies. Events of Default include: default in payment of interest on the
Securities for 30 days; default in payment of principal of, or premium, if any, on the



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Securities; default in the performance, or breach, of any of its other covenants, warranties
or agreements in the Indenture by the Company for 60 days after written notice by the Trustee or by
the Holders of at least 25% of the aggregate principal amount of the Securities then outstanding
(provided, however, that if such default is not capable of remedy within such 60-day period, such
60-day period shall be extended by an additional 60 days so long as (i) such default is subject to
cure and (ii) the Company is using commercially reasonable efforts to cure such default), subject
to the provisions of the Indenture; certain voluntary or involuntary events involving bankruptcy,
insolvency or reorganization of the Company. If an Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities may
declare the principal of, and premium, if any, and accrued and unpaid interest on all the
Securities to be immediately due and payable, except that in the case of an Event of Default
arising from certain events of bankruptcy, insolvency or reorganization of the Company, all
outstanding Securities become due and payable immediately without further action or notice. The
amount due and payable upon the acceleration of any Security is equal to 100% of the principal
amount thereof plus premium, if any, and accrued interest to the date of payment. Holders may not
enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may
require indemnity reasonably satisfactory to it before it enforces the Indenture or the Securities.
Subject to certain limitations, Holders of a majority in principal amount of the then outstanding
Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold
from Holders notice of any continuing default (except a default in payment of principal or premium,
if any, or interest) if it determines that withholding notice is in their interests. The Company
must furnish an annual compliance certificate to the Trustee.




     11. Discharge Prior to Maturity. The Indenture shall be discharged and canceled upon the
payment of all of the Securities and shall be discharged except for certain obligations upon the
irrevocable deposit with the Trustee of funds or U.S. Government Obligations sufficient for such
payment.



     12. Trustee Dealings with the Company. The Trustee, in its individual or any other capacity,
may make loans to, accept deposits from, and perform services for the Company or its Affiliates,
and may otherwise deal with the Company or its Affiliates, as if it were not Trustee.



     13. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under the Securities or the
Indenture or for any claim based on, in respect of or by reason of such obligations or their
creation. Each Holder by accepting a Security waives and releases all such liability. The waiver
and release are part of the consideration for the issuance of the Securities.



     14. Authentication. This Security shall not be valid until authenticated by the manual
signature of an authorized officer of the Trustee or an authenticating agent.



     15. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the
Securities as a convenience to the Holders of the Securities. No representation is made as to the
accuracy of such numbers as printed on the Securities and reliance may be placed only on the other
identification numbers printed thereon.



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     16. 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).



     17. Governing Law. The Indenture and the Securities shall be governed by and constructed in
accordance with, the laws of the State of New York.



     The Company will furnish to any Holder upon written request and without charge a copy of the
Indenture. Request may be made to:



Transcontinental Gas Pipe Line Corporation

2800 Post Oak Blvd.

Houston, Texas 77056

Telecopier No.: (713) 215-2435

Attention: Treasurer





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ASSIGNMENT FORM




     To assign this Security, fill in the form below: (I) or (we) assign and transfer this Security
to



 





 




(Insert assignee’s social security or tax I.D. number)




 





 





 




(Print or type assignee’s name, address and zip code)



and irrevocably appoint                                                              as agent to
transfer this Security on the books of the Company. The agent may substitute another to act for
him.




Date:                                         




	 	 	 
	Your Signature:
	 	 
	 

	 	 
	 

	 	(Sign exactly as your name appears on the face of this Security)






	 	 	 
	Signature Guarantee:
	 	 
	 

	 	 
	 

	 	(Participant in a Recognized Signature Guaranty Medallion Program)





[In connection with any transfer of any of the Securities evidenced by this certificate occurring
prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the
later of the date of original issuance of such Securities and the last date, if any, on which such
Securities were owned by the Company or any Affiliate of the Company, the undersigned confirms that
such Securities are being transferred as specified below:




CHECK ONE





			
	(1) £	 	to the Company or a Subsidiary thereof; or






			
	(2) £	 	to a “qualified institutional buyer” (as defined in Rule 144A under the Securities
Act of 1933) that purchases for its own account or for the account of a qualified
institutional buyer to whom notice is given that such transfer is being made in reliance on
Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act
of 1933; or






			
	(3) £	 	outside the United States to a “foreign person” in compliance with Rule 904 of
Regulation S under the Securities Act of 1933; or






			
	(4) £	 	pursuant to an effective registration statement under the Securities Act of 1933; or





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	(5) £	 	pursuant to an exemption from the registration requirements of the Securities Act of
1933, provided by Rule 144 thereunder.




and unless the box below is checked, the undersigned confirms that such Security is not being
transferred to an “affiliate” of the Company as defined in Rule 144 under the Securities Act of
1933 (an “Affiliate”):




     £ The transferee is an Affiliate of the Company.



     Unless one of items (1) through (5) above is checked, the Trustee will refuse to register any
of the Securities evidenced by this certificate in the name of any person other than the registered
Holder thereof; provided, however, that if item (3) or (5) is checked, the Company may require,
prior to registering any such transfer of the Securities, in its sole discretion, such written
legal opinions, certifications (including an investment letter, and in the case of a transfer
pursuant to item (3), a Regulation S Letter in substantially the form set forth below) and other
information as the Company has reasonably requested to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the Securities Act of 1933.



     If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to
register this Security in the name of any person other than the Holder hereof unless and until the
conditions to any such transfer of registration set forth herein and in Section 2.06 of the
Indenture shall have been satisfied.



	 	 	 	 	 
	 

	 	Signed:	 	 
	 

	 	 	 	 
	 	 	(Sign exactly as your name appears on the other side of this Security)






	 	 	 
	Signature Guarantee:
	 	 
	 

	 	 





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TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED




     The undersigned represents and warrants that it is purchasing this Security for its own
account or an account with respect to which it exercises sole investment discretion and that it and
any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the
Securities Act of 1933 and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to request such information and that it is
aware that the transferor is relying upon the undersigned’s foregoing representations in order to
claim the exemption from registration provided by Rule 144A.



	 	 	 
	Dated:                                                             

	 	                                                                                                    ]5
	 

	 	Notice: to be executed by an executive officer








 




			
	5  	Do not include in Exchange Notes.




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[FORM OF REGULATION S LETTER TO BE DELIVERED

IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S




_________________, ______




JPMorgan Chase Bank, N.A.

4 New York Plaza

15th Floor

New York, New York 10004

Telecopier No.: (212) 623-6167

Attention: Worldwide Securities Services




     Re: 6.40% Senior Notes due 2016 of Transcontinental Gas Pipe Line Corporation.



Gentlemen:




     In connection with our proposed sale of $                     principal amount of the above
referenced Securities (the “Securities”), we confirm that such sale has been effected pursuant to
and in accordance with Regulation S under the Securities Act of 1933, as amended (the “Securities
Act”), and, accordingly, we represent that:



     (1) the offer of the Securities was not made to a person in the United States of America;



     (2) at the time the buy order was originated, the transferee was outside the United States of
America or we and any person acting on our behalf reasonably believed that the transferee was
outside the United States of America;



     (3) no directed selling efforts have been made by us in the United States of America in
contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and



     (4) the transaction is not part of a plan or scheme to evade the registration requirements of
the Securities Act.



     You and Transcontinental Gas Pipe Line Corporation 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.
Terms used but not defined in this letter have the meanings set forth in Regulation S under the
Securities Act.



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	[Name of Transferor]






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	 	By	 	 
	 

	 	 	 	 
	 	 	Authorized Signature ]6








 




			
	6  	Do not include in Exchange Notes.




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SCHEDULE OF EXCHANGES OF SECURITIES7




     The following exchanges, redemptions or repurchases of a part of this Global Security
have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal Amount	 	 	Signature of	 
	 	 	Amount of decrease	 	 	Amount of increase	 	 	of Global Security	 	 	authorized Officer,	 
	 	 	in Principal	 	 	in Principal	 	 	following such	 	 	Trustee or	 
	 	 	Amount	 	 	Amount	 	 	decrease (or	 	 	Securities	 
	Date of Transaction	 	of Global Security	 	 	of Global Security	 	 	increase)	 	 	Custodian	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	7  	This Schedule should be included only if the Security is a Global Security.






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