<PAGE>

                                                                    EXHIBIT 4(d)


--------------------------------------------------------------------------------


                          THIRD SUPPLEMENTAL INDENTURE


                                     between

                    PANHANDLE EASTERN PIPE LINE COMPANY, LLC
                                     Issuer

                                       and

                  BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
                                     Trustee

                           Dated as of August 18, 2003


--------------------------------------------------------------------------------


<PAGE>

                                Table of Contents


<Table>
<S>            <C>                                                                                              <C>
                                   ARTICLE I.


                                   DEFINITIONS

SECTION 1.1    Definition of Terms...............................................................................3

                                   ARTICLE II.


                GENERAL TERMS AND CONDITIONS OF THE SENIOR NOTES

SECTION 2.1    Designation and Principal Amount of the 4.80%
               Series A Notes and the 6.05% Series A Notes......................................................11

SECTION 2.2    Maturity of the 4.80% Series A Notes and the 6.05%
               Series A Notes...................................................................................12

SECTION 2.3    Interest on the 4.80% Series A Notes and the 6.05%
               Series A Notes...................................................................................12

SECTION 2.4    Form of the 4.80% Series A Notes and the 6.05%
               Series A Notes...................................................................................12

SECTION 2.5    Special Transfer Provisions......................................................................13

SECTION 2.6    Designation and Principal Amount of the 4.80% Series
               B Notes and the 6.05% Series B Notes.............................................................14

SECTION 2.7    Maturity of the 4.80% Series B Notes and the 6.05%
               Series B Notes...................................................................................14

SECTION 2.8    Interest on the 4.80% Series B Notes and the 6.05%
               Series B Notes...................................................................................15

SECTION 2.9    Form of the 4.80% Series B Notes and the 6.05%
               Series B Notes...................................................................................15

SECTION 2.10   Redemption of the Senior Notes...................................................................15

                                  ARTICLE III.


                                    COVENANTS

SECTION 3.1    Limitation on Restricted Payments................................................................16

SECTION 3.2    Limitation on Liens..............................................................................17

SECTION 3.3    Restriction on Sale-Leasebacks...................................................................19

SECTION 3.4    Financial Information............................................................................20

SECTION 3.5    Applicability of Covenants.......................................................................21

                                   ARTICLE IV.


                                     DEFAULT

SECTION 4.1    General..........................................................................................21

SECTION 4.2    Additional Event of Default......................................................................21
</Table>


                                       i


<PAGE>

<Table>
<S>            <C>                                                                                              <C>
                                   ARTICLE V.


                                   DEFEASANCE

SECTION 5.1    General..........................................................................................22

SECTION 5.2    Covenant Defeasance..............................................................................22


                                   ARTICLE VI.


                              FORM OF SENIOR NOTES

SECTION 6.1    Form of Senior Notes.............................................................................22

                                  ARTICLE VII.


                            ISSUANCE OF SENIOR NOTES

SECTION 7.1    Original Issue of Senior Notes...................................................................39

SECTION 7.2    Additional Senior Notes..........................................................................40

                                  ARTICLE VIII.


                                  MISCELLANEOUS

SECTION 8.1    Ratification of Indenture........................................................................40

SECTION 8.2    Trustee Not Responsible for Recitals.............................................................40

SECTION 8.3    Governing Law....................................................................................40

SECTION 8.4    Separability.....................................................................................41

SECTION 8.5    Counterparts.....................................................................................41
</Table>


EXHIBIT A         Form of Owner Senior Notes Certification to be delivered in
                  connection with the exchange of the Temporary Regulation S
                  Global Note

EXHIBIT B         Form of Depositary Certification to be delivered in connection
                  with exchanges of the Temporary Regulation S Global Note


                                       ii


<PAGE>

                  THIRD SUPPLEMENTAL INDENTURE, dated as of August 18, 2003 (the
"Third Supplemental Indenture"), between Panhandle Eastern Pipe Line Company,
LLC (formerly known as Panhandle Eastern Pipe Line Company), a Delaware limited
liability company (the "Issuer"), and Bank One Trust Company, National
Association, as trustee (the "Trustee") under the indenture, dated as of March
29, 1999, among the Issuer, CMS Panhandle Holding Company, a Michigan
corporation, and NBD Bank, as trustee (the "Base Indenture" and, as so
supplemented, the "Indenture").

                  WHEREAS, CMS Panhandle Holding Company and the Issuer executed
and delivered the Base Indenture to NBD Bank to provide for the future issuance
of CMS Panhandle Holding Company's unsecured debt securities guaranteed by the
Issuer, to be issued from time to time in one or more series as might be
determined by CMS Panhandle Holding Company under the Indenture, in an unlimited
aggregate principal amount which may be authenticated and delivered as provided
in the Base Indenture;

                  WHEREAS, the Issuer, CMS Panhandle Holding Company, and NBD
Bank executed the First Supplemental Indenture, dated as of March 29, 1999,
under which CMS Panhandle Holding Company issued a series of Debt Securities in
three tranches known as its 6.125% Senior Notes due 2004, 6.500% Senior Notes
due 2009 and 7.000% Senior Notes due 2029 in aggregate principal amounts of
$300,000,000, $200,000,000 and $300,000,000, respectively;

                  WHEREAS, Panhandle Eastern Pipe Line Company became the Issuer
as provided for in the Base Indenture as a result of the merger of CMS Panhandle
Holding Company into Panhandle Eastern Pipe Line Company, effective June 15,
1999, and Bank One Trust Company, National Association became the Trustee
provided for in the Base Indenture as a result of the merger of NBD Bank into
Bank One Trust Company, National Association;

                  WHEREAS, the Issuer and the Trustee executed the Second
Supplemental Indenture, dated as of March 27, 2000, under which the Issuer
issued a series of Debt Securities known as its 8.25% Senior Notes due 2010,
Series A, in the principal amount of $100,000,000 (the "2010 A Senior Notes"),
and a series of Senior Notes to be issued in exchange for the 2010 A Senior
Notes, known as the Issuer's "8.25% Senior Notes Due 2010, Series B," in the
principal amount of $100,000,000;

                  WHEREAS, in June, 2003, Southern Union Panhandle, LLC, a
wholly-owned subsidiary of Southern Union Company ("Southern Union"), acquired
all of the outstanding capital stock of the Issuer, after which Southern Union
caused Panhandle Eastern Pipe Line Company to convert to a Delaware limited
liability company;

                  WHEREAS, the Issuer desires to provide for the establishment
of two new series of its Debt Securities: (i) the 4.80% Senior Notes due 2008
(as defined below) in the initial principal amount of $300,000,000, consisting
of two tranches, the first tranche of 4.80% Senior Notes due 2008 known as
"4.80% Senior Notes due 2008, Series A" (the "4.80% Series A Notes"), and the
second tranche of 4.80% Senior Notes due 2008 to be issued in exchange for the
4.80% Series A Notes, known as "4.80% Senior Notes due 2008, Series B" (the
"4.80% Series


                         THIRD SUPPLEMENTAL INDENTURE 1
<PAGE>

B Notes", and together with the 4.80% Series A Notes, the "4.80% Senior
Notes due 2008"); and (ii) the 6.05% Senior Notes due 2013 (as defined below) in
the initial principal amount of $250,000,000, consisting of two tranches, the
first tranche of 6.05% Senior Notes due 2013 known as "6.05% Senior Notes due
2013, Series A" (the "6.05% Series A Notes"), and the second tranche of 6.05%
Senior Notes due 2013 to be issued in exchange for the 6.05% Series A Notes,
known as the "6.05% Senior Notes due 2013, Series B" (the "6.05% Series B Notes"
and, together with the 6.05% Series A Notes, the "6.05% Senior Notes due 2013"
and, together with the 4.80% Senior Notes due 2008 and any Additional Senior
Notes (as defined below), the "Senior Notes"), the form and substance of such
Senior Notes and the terms, provisions and conditions thereof to be set forth as
provided in the Base Indenture and this Third Supplemental Indenture;

                  WHEREAS, there is no limit on the amount of Additional Senior
Notes (as defined below) that may be issued after the initial issuance of the
Initial Senior Notes (as defined below), provided that at the time of issuance
of any Additional Senior Notes no Default or Event of Default shall have
occurred and be continuing;

                  WHEREAS, the Issuer and the Initial Purchasers named therein
have entered into a Registration Rights Agreement, dated as of August 18, 2003
(as amended, supplemented or otherwise modified from time to time, the
"Registration Rights Agreement"), which requires the Issuer to use its
reasonable best efforts to make an Exchange Offer (as defined below) which would
enable holders of the 4.80% Series A Notes and the 6.05% Series A Notes to
exchange such Senior Notes for 4.80% Series B Notes and 6.05% Series B Notes,
respectively, not subject to certain restrictions under the Securities Act or to
cause a Shelf Registration Statement to be declared effective with respect to
the respective resale of the 4.80% Series A Notes or the 6.05% Series A Notes;

                  WHEREAS, the Issuer wishes to amend and add certain provisions
to the Base Indenture for the benefit of the holders of the Senior Notes; and

                  WHEREAS, the Issuer has requested that the Trustee execute and
deliver this Third Supplemental Indenture, and all requirements necessary to
make this Third Supplemental Indenture a valid instrument, in accordance with
its terms, and to make the Senior Notes, when executed by the Issuer and
authenticated and delivered by the Trustee, the valid obligations of the Issuer,
have been performed, and the execution and delivery of this Third Supplemental
Indenture has been duly authorized in all respects:

                  NOW THEREFORE, in consideration of the purchase and acceptance
of the Senior Notes to be issued hereunder by the holders thereof, and for the
purpose of setting forth, as provided in the Indenture, the form and substance
of the Senior Notes and the terms, provisions and conditions thereof, the Issuer
covenants and agrees with the Trustee as follows:


                         THIRD SUPPLEMENTAL INDENTURE 2
<PAGE>

                                   ARTICLE I.

                                   DEFINITIONS

                  SECTION 1.1 Definition of Terms.

                  Unless the context otherwise requires:

                  (a) a term defined in the Base Indenture has the same meaning
when used in this Third Supplemental Indenture;

                  (b) a term defined anywhere in this Third Supplemental
Indenture has the same meaning throughout;

                  (c) the singular includes the plural and vice versa;

                  (d) a reference to a Section or Article is to a Section or
Article of this Third Supplemental Indenture;

                  (e) headings are for convenience of reference only and do not
affect interpretation;

                  (f) the following terms have the meanings given to them in
this Section 1.01(f):

                  "Additional Senior Notes" means any additional Senior Notes
(other than Initial Senior Notes) issued from time to time under this Third
Supplemental Indenture in accordance with Section 2.4 of the Base Indenture, as
a part of the same Series as the applicable Initial Senior Notes; provided, that
no Additional Senior Notes may be issued during the continuance of a Default or
an Event of Default.

                  "Adjusted Consolidated Net Income" means, for any period, the
net income of the Issuer and its Consolidated Subsidiaries, plus (i)
depreciation and amortization expense of the Issuer and its Consolidated
Subsidiaries, (ii) income taxes and deferred taxes of the Issuer and its
Consolidated Subsidiaries and (iii) other non-cash charges, in each case,
determined on a consolidated basis in accordance with generally accepted
accounting principles; provided, however, that there shall not be included in
such Adjusted Consolidated Net Income any net income of any Person if such
Person is not a Subsidiary, except that (A) the Issuer's equity in the net
income of any such Person for such period shall be included in such Adjusted
Consolidated Net Income up to the aggregate amount of cash actually distributed
by such Person during such period to the Issuer or a Consolidated Subsidiary of
the Issuer as a dividend or other distribution and (B) the Issuer's equity in a
net loss of any such Person for such period shall be included in determining
such Adjusted Consolidated Net Income.

                  "Capital Stock" means any and all shares, interests, rights to
purchase, warrants, options, participations or other equivalents of or interests
in (however designated) corporate stock or limited liability company interests,
including any Preferred Stock or letter stock;


                         THIRD SUPPLEMENTAL INDENTURE 3
<PAGE>

provided that Hybrid Preferred Securities are not considered Capital Stock for
purposes of this definition.

                  "Clearstream" means Clearstream Banking, S.A.

                  "Comparable Treasury Issue" means the United States Treasury
security or securities selected by an Independent Investment Banker as having an
actual or interpolated maturity comparable to the remaining term of the Senior
Notes to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate
debt securities of a comparable maturity to the remaining term of such Senior
Notes.

                  "Comparable Treasury Price" means, with respect to any
redemption date, (A) the average of the Reference Treasury Dealer Quotations for
such redemption date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations.

                  "Consolidated Debt" means the total Debt of the Issuer and its
Consolidated Subsidiaries, as set forth on the consolidated balance sheet of the
Issuer and its Consolidated Subsidiaries for the Issuer's most recently
completed fiscal quarter, prepared in accordance with generally accepted
accounting principles.

                  "Consolidated Interest Expense" means, for any period, the
total interest expense in respect of Consolidated Debt of the Issuer and its
Consolidated Subsidiaries, including, without duplication, (i) interest expense
attributable to capital leases, (ii) amortization of debt discount, (iii)
capitalized interest, (iv) cash and noncash interest payments, (v) commissions,
discounts and other fees and charges owed with respect to letters of credit and
bankers' acceptance financing, (vi) net costs under Interest Rate Protection
Agreements (including amortization of discount), and (vii) interest expense in
respect of obligations of other Persons that constitutes Debt of the Issuer or
any of its Consolidated Subsidiaries, provided, however, that Consolidated
Interest Expense shall exclude any costs otherwise included in interest expense
recognized on early retirement of debt.

                  "Consolidated Net Tangible Assets" means, at any date of
determination, the total amount of assets after deducting therefrom (i) 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 (ii) the value (net of any
applicable reserves) of all goodwill, trade names, trademarks, patents and other
like intangible assets, all as set forth on the consolidated balance sheet of
the Issuer and its Consolidated Subsidiaries for the Issuer's most recently
completed fiscal quarter, prepared in accordance with generally accepted
accounting principles. "Intangible assets" does not include any value write-up
of tangible assets in connection with acquisition transactions accounted for on
a purchase method.

                  "Consolidated Subsidiary" means any Subsidiary whose accounts
are or are required to be consolidated with the accounts of the Issuer in
accordance with generally accepted accounting principles.


                         THIRD SUPPLEMENTAL INDENTURE 4
<PAGE>

                  "DTC" means The Depository Trust Company, or any successor
thereto.

                  "Debt" means any obligation created or assumed by any Person
for the repayment of money borrowed and any purchase money obligation created or
assumed by such Person.

                  "Depositary" means, with respect to the Global Notes, DTC.

                  "Depositary Certification" has the meaning set forth in
Section 2.4 hereof.

                  "Euroclear" means The Euroclear System.

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

                  "Exchange Notes" means the 4.80% Series B Notes and 6.05%
Series B Notes to be offered to Holders in exchange for the 4.80% Series A Notes
and the 6.05% Series A Notes, respectively, pursuant to an Exchange Offer or
otherwise pursuant to a Registration of Senior Notes containing terms identical
in all material respects to the Senior Notes of such Series for which they are
exchanged, except that (i) interest thereon shall accrue from the last date on
which interest was paid on the Senior Notes or, if no such interest has been
paid, from the date of issuance of the Senior Notes and (ii) the provisions
relating to an increase in the stated rate of interest thereon upon the
occurrence of a Registration Default shall be eliminated, (iii) the transfer
restrictions and legends relating to restrictions on ownership and transfer
thereof as a result of the issuance of the Senior Notes without Registration
shall be eliminated, and (iv) each of the Exchange Notes so issued will be
represented by one or more Global Notes in book-entry form unless exchanged for
Exchange Notes in definitive certificated form under the circumstances provided
hereunder.

                  "Exchange Offer" means the exchange offer by the Issuer of
Exchange Notes for Senior Notes pursuant to the Registration Rights Agreement.

                  "Exchangeable Stock" means any Capital Stock of a corporation
or a limited liability company that is exchangeable or convertible into another
security (other than Capital Stock of such corporation or limited liability
company that is neither Exchangeable Stock nor Redeemable Stock).

                  "Fixed Charge Coverage Ratio" means the ratio of Adjusted
Consolidated Net Income plus Consolidated Interest Expense to Consolidated
Interest Expense, for the four fiscal quarters of the Issuer ending immediately
prior to the date of determination.

                  "Funded Debt" means all Debt maturing one year or more from
the date of the creation thereof, all Debt directly or indirectly renewable or
extendable, at the option of the debtor, by its terms or by the terms of any
instrument or agreement relating thereto, to a date one year or more from the
date of the creation thereof, and all Debt under a revolving credit or similar
agreement obligating the lender or lenders to extend credit over a period of one
year or more.


                         THIRD SUPPLEMENTAL INDENTURE 5
<PAGE>

                  "Global Note" means a Senior Note bearing a legend specified
in Section 6.1 evidencing all or part of a series of Senior Notes, issued to the
Depositary or its nominee with respect to such Series and registered in the name
of such Depositary or nominee.

                  "Holder" means a Person in whose name a Senior Note is
registered.

                  "Hybrid Preferred Securities" means preferred securities
issued by a Hybrid Preferred Securities Subsidiary, where such preferred
securities have the following characteristics: (i) such Hybrid Preferred
Securities Subsidiary lends substantially all of the proceeds from the issuance
of such preferred securities to the Issuer in exchange for subordinated debt
issued by the Issuer; (ii) such preferred securities contain terms providing for
the deferral of distributions corresponding to provisions providing for the
deferral of interest payments on such subordinated debt; and (iii) the Issuer
makes periodic interest payments on such subordinated debt, which interest
payments are in turn used by the Hybrid Preferred Securities Subsidiary to make
corresponding payments to the holders of the Hybrid Preferred Securities.

                  "Hybrid Preferred Securities Subsidiary" means any business
trust or limited partnership (or similar entity) (i) all of the common equity
interest of which is owned (either directly or indirectly through one or more
wholly-owned Subsidiaries of the Issuer) at all times by the Issuer, (ii) that
has been formed for the purpose of issuing Hybrid Preferred Securities and (iii)
substantially all of the assets of which consist at all times solely of
subordinated debt issued by the Issuer and payments made from time to time on
such subordinated debt.

                  "Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Trustee after consultation with the Issuer.

                  "Initial Senior Notes" means either the initial $300,000,000
million aggregate principal amount of 4.80% Senior Notes due 2008 or the initial
$250,000,000 million aggregate principal amount of 6.05% Senior Notes due 2013
issued under this Third Supplemental Indenture and when the context requires,
collectively.

                  "Interest Rate Protection Agreement" means any interest rate
swap agreement, interest rate cap agreement or other financial agreement or
arrangement designed to protect the Issuer or any of its Subsidiaries against
fluctuations in interest rates.

                  "Leverage Ratio" means 100% multiplied by the ratio of
Consolidated Debt to Total Capital at the end of the most recent fiscal quarter
preceding the date of determination.

                  "Lien" means any mortgage, pledge, security interest, charge,
lien or other encumbrance of any kind, whether or not filed, recorded or
perfected under applicable law.

                  "Loan" means any direct or indirect advance (other than
advances to customers in the ordinary course of business that are recorded as
receivables on the balance sheet of the Person making such advances), loan or
other extension of credit (including by way of guarantee or similar arrangement)
to another Person or any purchase of Debt issued by another Person, where such
advance, loan, extension of credit or Debt is subordinated in right of payment
to the senior creditors of the borrower.


                         THIRD SUPPLEMENTAL INDENTURE 6
<PAGE>

                  "Moody's" means Moody's Investors Service, Inc., and any
successor thereto which is a nationally recognized statistical rating
organization, or if such entity shall cease to rate the applicable Series of the
Senior Notes or shall cease to exist and there shall be no such successor
thereto, any other nationally recognized statistical rating organization
selected by the Issuer which is acceptable to the Trustee.

                  "Non-Convertible Capital Stock" means, with respect to any
corporation or any limited liability company, any non-convertible Capital Stock
of such corporation or limited liability company and any Capital Stock of such
corporation or limited liability company convertible solely into non-convertible
Capital Stock other than Preferred Stock of such corporation or limited
liability company; provided, however, that Non-Convertible Capital Stock shall
not include any Redeemable Stock or Exchangeable Stock.

                  "Owner Senior Notes Certification" has the meaning set forth
in Section 2.4 hereof.

                  "Permitted Liens" means:

                  (i) Liens upon rights-of-way for pipeline purposes;

                  (ii) any governmental Lien, mechanics', materialmen's,
         carriers' or similar Lien incurred in the ordinary course of business
         which is not yet due or which is being contested in good faith by
         appropriate proceedings and any undetermined Lien which is incidental
         to construction;

                  (iii) the right reserved to, or vested in, any municipality or
         public authority by the terms of any right, power, franchise, grant,
         license, permit or by any provision of law, to purchase or recapture or
         to designate a purchaser of, any property;

                  (iv) Liens for taxes and assessments which are (A) for the
         then current year, (B) not at the time delinquent, or (C) delinquent
         but the validity of which is being contested at the time by the Issuer
         or any of its Subsidiaries in good faith;

                  (v) Liens of, or to secure performance of, leases;

                  (vi) any Lien upon, or deposits of, any assets in favor of any
         surety company or clerk of court for the purpose of obtaining indemnity
         or stay of judicial proceedings;

                  (vii) any Lien upon property or assets acquired or sold by the
         Issuer or any Restricted Subsidiary resulting from the exercise of any
         rights arising out of defaults on receivables;

                  (viii) any Lien incurred in the ordinary course of business in
         connection with workmen's compensation, unemployment insurance,
         temporary disability, social security, retiree health or similar laws
         or regulations or to secure obligations imposed by statute or
         governmental regulations;


                         THIRD SUPPLEMENTAL INDENTURE 7
<PAGE>

                  (ix) any Lien upon any property or assets in accordance with
         customary banking practice to secure any Debt incurred by the Issuer or
         any Restricted Subsidiary in connection with the exporting of goods to,
         or between, or the marketing of goods in, or the importing of goods
         from, foreign countries; or

                  (x) any Lien in favor of the United States of America or any
         state thereof, or any other country, or any political subdivision of
         any of the foregoing, to secure partial, progress, advance or other
         payments pursuant to any contract or statute, or any Lien securing
         industrial development, pollution control or similar revenue bonds.

                  "Principal Property" means any natural gas pipeline system,
natural gas gathering system or natural gas storage facility located in the
United States, except any such property that in the opinion of the Board of
Directors is not of material importance to the business conducted by the Issuer
and its Consolidated Subsidiaries taken as a whole.

                  "Private Exchange Notes" shall mean any Senior Notes issued to
an Initial Purchaser (as defined in the Registration Rights Agreement)
simultaneously with the delivery of the Exchange Notes in an Exchange Offer, in
exchange for the Initial Senior Notes held by such Initial Purchaser, that are
identical (except that such Private Exchange Notes shall bear transfer
restrictions substantially in the form contained in Section 6.1 hereof with
respect to Rule 144A Global Notes, and other appropriate transfer restrictions)
to the Exchange Notes.

                  "Prospectus" shall mean the prospectus included in a
Registration Statement, including any preliminary prospectus, and any such
prospectus as amended or supplemented by any prospectus supplement, including
any such prospectus supplement with respect to the terms of the offering of any
portion of the Senior Notes covered by a Shelf Registration Statement, and by
all other amendments and supplements to a prospectus, including post-effective
amendments, and in each case including all material incorporated by reference
therein.

                  "Redeemable Stock" means any Capital Stock that by its terms
or otherwise is required to be redeemed prior to the 90th day before the stated
maturity of any of the outstanding Senior Notes of any Series or is redeemable
at the option of the holder thereof at any time prior to the 90th day before the
stated maturity of any of the outstanding Senior Notes of either Series.

                  "Reference Treasury Dealer" means each of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc. or their
affiliates plus three others which are primary U.S. Government securities
dealers, and their respective successors; provided, however, that if any of the
foregoing or their affiliates shall cease to be a primary U.S. Government
securities dealer in The City of New York (a "Primary Treasury Dealer"), the
Issuer shall substitute therefor another Primary Treasury Dealer.

                  "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m.
New York time on the third Business Day preceding such redemption date.


                         THIRD SUPPLEMENTAL INDENTURE 8
<PAGE>

                  "Registration" means a registered exchange offer for any
Senior Notes by the Issuer pursuant to a Registration Statement or other
registration for resale of any Senior Notes under the Securities Act pursuant to
a Shelf Registration Statement, in each case in accordance with the terms of the
Registration Rights Agreement.

                  "Registration Default" has the meaning set forth in the
Registration Rights Agreement.

                  "Registration Rights Agreement" has the meaning set forth in
the recitals to this Third Supplemental Indenture, and shall also include any
registration rights agreements entered into by the Issuer in connection with the
issuance of any Additional Senior Notes.

                  "Registration Statement" means a registration statement of the
Issuer under the Securities Act registering (i) the exchange of 4.80% Series A
Notes or 6.05% Series A Notes, respectively, for 4.80% Series B Notes or 6.05%
Series B Notes, for distribution pursuant to the Exchange Offer, or (ii) the
resale of the Initial Senior Notes or Private Exchange Notes pursuant to a Shelf
Registration Statement.

                  "Regulation S Legend" has the meaning set forth in Section 6.1
hereof.

                  "Regulation S Restricted Period" means the 40 calendar days
after the original issue date of the Senior Notes.

                  "Regulation S Global Note" has the meaning set forth in
Section 2.4 hereof.

                  "Restricted Subsidiary" means any Subsidiary of the Issuer
owning or leasing any Principal Property.

                  "Rule 144A" means Rule 144A under the Securities Act.

                  "Rule 144A Global Note" has the meaning set forth in Section
2.4 hereof.

                  "Rule 144A Legend" has the meaning set forth in Section 6.1
hereof.

                  "Sale-Leaseback Transaction" means, with respect to the Issuer
or any Restricted Subsidiary, the sale or transfer by the Issuer or such
Restricted Subsidiary of any Principal Property to a Person (other than the
Issuer or a Subsidiary of the Issuer) and the taking back by the Issuer or such
Restricted Subsidiary, as the case may be, of a lease of such Principal
Property. With respect to the Issuer, "Sale-Leaseback Transaction" means the
sale or transfer by the Issuer of any assets or property to another Person and
the taking back by the Issuer of a lease of such assets or property.

                  "SEC" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, as
amended, or, if at any time after the execution of this Third Supplemental
Indenture such Commission is not existing and performing the duties now assigned
to it under the Trust Indenture Act, then the body performing such duties at
such time.


                         THIRD SUPPLEMENTAL INDENTURE 9
<PAGE>

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

                  "Senior Notes" has the meaning assigned to it in the recitals
to this Third Supplemental Indenture. The Initial Senior Notes and the
Additional Senior Notes shall be treated as a single class for all purposes
under this Third Supplemental Indenture, and unless the context otherwise
requires, all references to the Senior Notes shall include the Initial Senior
Notes, the Exchange Notes, the Private Exchange Notes and any Additional Senior
Notes.

                  "Series" means either the 4.80% Senior Notes due 2008 or the
6.05% Senior Notes due 2013. For the avoidance of doubt, each Series includes
both the Initial Senior Notes and any Additional Senior Notes issued pursuant to
such Series.

                  "Shelf Registration Statement" shall mean a "shelf"
registration statement of the Issuer which covers all or a portion of the Senior
Notes (other than Exchange Notes) on an appropriate form under Rule 415 under
the Securities Act, or any similar rule that may be adopted by the SEC, and all
amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.

                  "Standard & Poor's" means Standard & Poor's, a division of The
McGraw-Hill Companies, Inc., and any successor thereto which is a nationally
recognized statistical rating organization, or if such entity shall cease to
rate the applicable Series of the Senior Notes or shall cease to exist and there
shall be no such successor thereto, any other nationally recognized statistical
rating organization selected by the Issuer which is acceptable to the Trustee.

                  "Subsidiary" means, with respect to any Person, (i) any
corporation at least a majority of whose outstanding Voting Stock shall at the
time be owned, directly or indirectly, by such Person or by one or more of its
Subsidiaries or by such Person and one or more of its Subsidiaries, (ii) any
limited liability company, general partnership, joint venture or similar entity,
at least a majority of whose outstanding membership, partnership or similar
interests shall at the time be owned by such Person, or by one or more of its
Subsidiaries, or by such Person and one or more of its Subsidiaries and (iii)
any limited partnership of which such Person or any of its Subsidiaries is a
general partner.

                  "Temporary Regulation S Global Note" has the meaning set forth
in Section 2.4 hereof.

                  "Total Capital" means the sum of (i) Consolidated Debt and
(ii) Capital Stock, Hybrid Preferred Securities, premium on Capital Stock,
capital surplus, capital in excess of par value and retained earnings (however
the foregoing may be designated), less, to the extent not otherwise deducted,
the cost of shares of Capital Stock of the Issuer held in treasury, all as set
forth on the consolidated balance sheet of the Issuer and its Consolidated
Subsidiaries for the Issuer's most recently completed fiscal quarter, prepared
in accordance with generally accepted accounting principles.

                  "Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to maturity or
interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue (expressed as a


                         THIRD SUPPLEMENTAL INDENTURE 10
<PAGE>

percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.

                  "Voting Stock" means securities of any class or classes the
holders of which are ordinarily, in the absence of contingencies, entitled to
vote for corporate directors or managers (in the case of a limited liability
company) (or persons performing similar functions).

                  (g) solely for purposes of this Third Supplemental Indenture,

                      (1) the defined term "Business Day" contained in Section
           1.01 of the Base Indenture shall be replaced in its entirety by the
           following new definition:

                  "Business Day" means a day on which banking institutions in
the Borough of Manhattan, New York, New York are not authorized or required by
law or regulation to close; and

                      (2) the defined term "Board of Directors" contained in
           Section 1.01 of the Base Indenture shall be deemed to include the
           Board of Managers of a limited liability company.

                                   ARTICLE II.

                         GENERAL TERMS AND CONDITIONS OF
                                THE SENIOR NOTES

                  SECTION 2.1 Designation and Principal Amount of the 4.80%
Series A Notes and the 6.05% Series A Notes.

                  There is hereby authorized two series of Debt Securities
designated as follows:

                  (a) The "4.80% Senior Notes due 2008, Series A", the principal
amount of which shall be as set forth in any written order of the Issuer for the
authentication and delivery of Senior Notes pursuant to Section 2.4 of the Base
Indenture; and

                  (b) The "6.05% Senior Notes due 2013, Series A" , the
principal amount of which shall be as set forth in any written order of the
Issuer for the authentication and delivery of Senior Notes pursuant to Section
2.4 of the Base Indenture;

provided, however, that Additional Senior Notes may be issued by the Issuer at
any time subject to the terms and conditions of the Base Indenture and this
Third Supplemental Indenture, provided, that at the time of such issuance no
Default or Event of Default shall have occurred and be continuing.

                  The initial principal amount of the 4.80% Series A Notes shall
be $ 300,000,000, and the initial principal amount of the 6.05% Series A Notes
shall be $ 250,000,000.


                         THIRD SUPPLEMENTAL INDENTURE 11
<PAGE>

                  SECTION 2.2 Maturity of the 4.80% Series A Notes and the 6.05%
Series A Notes.

                  The 4.80% Series A Notes will mature on August 15, 2008 and
the 6.05% Series A Notes will mature on August 15, 2013.

                  SECTION 2.3 Interest on the 4.80% Series A Notes and the 6.05%
Series A Notes.

                  Interest shall accrue from the date set forth, and shall be
payable on the 4.80% Series A Notes and the 6.05% Series A Notes in the
respective amount and as otherwise set forth, in the respective form of such
Senior Note appearing in Article VI of this Third Supplemental Indenture.

                  SECTION 2.4 Form of the 4.80% Series A Notes and the 6.05%
Series A Notes.

                  The form of the 4.80% Series A Notes and the 6.05% Series A
Notes shall be substantially in the form provided for in Article VI for such
Senior Notes. The terms of each of the 4.80% Series A Notes and the 6.05% Series
A Notes form part of this Third Supplemental Indenture. The 4.80% Series A Notes
and 6.05% Series A Notes shall be respectively represented by one or more Global
Notes in definitive, registered form, without interest coupons. The 4.80% Series
A Notes and 6.05% Series A Notes will be initially issued as Global Notes
registered in the name of Cede & Co. (as nominee for DTC, New York, New York,
which, together with its nominees and their successors, is hereby designated the
Depositary for the 4.80% Series A Notes and 6.05% Series A Notes). The 4.80%
Series A Notes and 6.05% Series A Notes shall initially contain restrictions on
transfer, substantially as described in the form set forth in Section 6.1. Each
4.80% Series A Notes and 6.05% Series A Notes, whether in the form of a Global
Note or in certificated form, shall initially bear a non-registration legend and
a Restricted Certificate of Transfer, in each case in substantially the form set
forth in such form.

                  Beneficial interests in Senior Notes owned by qualified
institutional buyers (as defined in Rule 144A under the Securities Act) ("QIBs")
or sold to QIBs in reliance upon Rule 144A under the Securities Act will be
represented by one or more global certificates registered in the name of Cede &
Co., as registered owner and as nominee for DTC, or another nominee designated
by DTC (the "Rule 144A Global Notes") in definitive, fully registered form
without interest coupons in denominations of US$1,000 and any integral multiples
of US$1,000. Senior Notes of each Series sold outside the United States in
offshore transactions in reliance on Regulation S under the Securities Act, will
be represented by one or more Temporary Global Notes (each, a "Temporary
Regulation S Global Note") in definitive, fully registered form without interest
coupons in denominations of US$1,000 and any integral multiples of US$1,000, and
will be deposited with the Trustee as custodian for DTC and registered in the
name of Cede & Co., or another nominee designated by DTC for the respective
accounts of Euroclear and Clearstream. The Trustee and the Issuer will have no
responsibility under the Indenture for transfers of beneficial interests in the
4.80% Series A Notes or the 6.05% Series A Notes. So long as a Senior Note bears
a non-registration legend and a Restricted Certificate of Transfer the Trustee
shall authenticate and issue new Senior Notes upon a registration of transfer
only upon


                         THIRD SUPPLEMENTAL INDENTURE 12
<PAGE>

receipt of a Restricted Certificate of Transfer in the form set forth in Section
6.1 hereof. The Trustee shall refuse to register any transfer of a Senior Note
in violation of the legend set forth on such Senior Note and without appropriate
completion of the Restricted Certificate of Transfer on such Senior Note.

                  During the Regulation S Restricted Period, beneficial
interests in a Temporary Regulation S Global Note may only be held through
Euroclear and Clearstream until such interests are exchanged for corresponding
interests in an unrestricted Global Note (the "Regulation S Global Note") as
provided in the next sentence. A holder of a beneficial interest in a Regulation
S Temporary Global Note must provide written certification (an "Owner Senior
Notes Certification") to Euroclear or Clearstream, as the case may be, that the
beneficial owner of the interest in such Global Note is not a U.S. Person (as
defined in Rule 902(k) under the Securities Act) or is a U.S. Person who
purchased such beneficial interest in a transaction that did not require
registration under the Securities Act in the form set forth in Exhibit A, and
Euroclear or Clearstream, as the case may be, must provide to the Trustee a
similar certification in the form set forth in Exhibit B (a "Depositary
Certification"), prior to any exchange of such beneficial interest for a
beneficial interest in a Regulation S Global Note. Any such exchange may take
place only after the expiration of the Regulation S Restricted Period. After any
such exchange, Holders of beneficial interests of the Regulation S Global Notes
may hold such interests through organizations other than Euroclear and
Clearstream that are participants in DTC.

                  Subject to the conditions set forth therein and in the
Indenture, pursuant to the Registration Rights Agreement, the non-registration
legend and the Restricted Certificate of Transfer may be removed or rendered
inapplicable in the event of the consummation of an Exchange Offer or upon a
resale under an effective Shelf Registration Statement, in each case, in respect
of the 4.80% Series A Notes and the 6.05% Series A Notes, as the case may be.

                  SECTION 2.5 Special Transfer Provisions.

         For the purposes of this Third Supplemental Indenture, unless and until
a 4.80% Series A Note or a 6.05% Series A Note is exchanged for an Exchange Note
or is resold, in each case in connection with an effective Registration
Statement pursuant to the Registration Rights Agreement, the following
provisions shall apply to each such Senior Note:

                  (a) Transfers of Interests in a Rule 144A Global Note. With
respect to the registration of any proposed transfer of an interest in a Rule
144A Global Note, if the Senior Note to be transferred consists of a Rule 144A
Global Note (i) to be transferred to a transferee who takes delivery in the form
of an interest in a Temporary Regulation S Global Note or a Regulation S Global
Note (if after the Regulation S Restricted Period), the registrar shall register
the transfer if such transfer is being made by a proposed transferor who has
delivered to the registrar a Restricted Certificate of Transfer substantially in
the form set forth in Section 6.1 hereof or (ii) to be transferred to a
transferee who takes delivery in the form of an interest in a Rule 144A Global
Note, the transfer of such interest may be effected only through the book entry
system maintained by the Depositary.


                         THIRD SUPPLEMENTAL INDENTURE 13
<PAGE>

                  (b) Transfers of Interests in a Temporary Regulation S Global
Note. With respect to registration of any proposed transfer of an interest in a
Temporary Regulation S Global Note to a person who takes delivery in the form of
a Restricted Senior Note or an interest in a Rule 144A Global Note, the
registrar shall register the transfer of any Senior Note if the proposed
transferor has delivered to the Issuer a Restricted Certificate of Transfer from
the transferor substantially in the form set forth in Section 6.1 hereof or a
certificate from the transferee advising the Issuer that it is purchasing the
Senior Note 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 QIB within the
meaning of Rule 144A, and is aware that the sale to it is being made in reliance
on Rule 144A and that the Senior Notes delivered to it shall bear the Rule 144A
Legend and acknowledges that it has received such information regarding the
Issuer as it has requested pursuant to Rule 144A and that it is aware that the
transferor is relying upon its foregoing representations in order to claim the
exemption from registration provided by Rule 144A. The Issuer shall use its best
efforts to cause the Depositary to ensure that beneficial interests in a
Regulation S Temporary Global Note may be held only in or through accounts
maintained at the Depositary by or on behalf of Euroclear or Clearstream, and no
Person shall be entitled to effect any transfer or exchange that would result in
any such interest being held otherwise than in or through such account, except
as provided in this Section 2.5.

                  SECTION 2.6 Designation and Principal Amount of the 4.80%
Series B Notes and the 6.05% Series B Notes.

                  There is hereby authorized two series of Debt Securities
designated as follows:

                  (a) The "4.80% Senior Notes due 2008, Series B", the principal
amount of which shall be as set forth in any written order of the Issuer for the
authentication and delivery of Senior Notes pursuant to Section 2.4 of the Base
Indenture; and

                  (b) The "6.05% Senior Notes due 2013, Series B", the principal
amount of which shall be as set forth in any written order of the Issuer for the
authentication and delivery of Senior Notes pursuant to Section 2.4 of the Base
Indenture;

provided, however, that Additional Senior Notes may be issued by the Issuer at
any time subject to the terms and conditions of the Base Indenture and this
Third Supplemental Indenture, provided, that at the time of such issuance no
Default or Event of Default shall have occurred and be continuing.

                  The initial principal amount of the 4.80% Series B Notes shall
not exceed $300,000,000, and the initial principal amount of the 6.05% Series B
Notes shall not exceed $250,000,000.

                  SECTION 2.7 Maturity of the 4.80% Series B Notes and the 6.05%
Series B Notes.

                  The 4.80% Series B Notes will mature on August 15, 2008 and
the 6.05% Series B Notes will mature on August 15, 2008.


                         THIRD SUPPLEMENTAL INDENTURE 14
<PAGE>

                  SECTION 2.8 Interest on the 4.80% Series B Notes and the 6.05%
Series B Notes.

                  Interest shall accrue from the date set forth, and shall be
payable on the 4.80% Series B Notes and the 6.05% Series B Notes in the
respective amount and as otherwise set forth, in the respective form of such
Senior Note appearing in Article VI of this Third Supplemental Indenture.

                  SECTION 2.9 Form of the 4.80% Series B Notes and the 6.05%
Series B Notes.

                  The form of each of the 4.80% Series B Notes and the 6.05%
Series B Notes shall be substantially in the form provided for in Article VI for
such Senior Notes, and such Senior Notes, being Exchange Notes, shall not
contain terms with respect to transfer restrictions (unless they are Private
Exchange Notes) or additional interest payable upon the occurrence of a
Registration Default. The terms of the 4.80% Series B Notes and the 6.05% Series
B Notes form part of this Third Supplemental Indenture. The 4.80% Series B Notes
and 6.05% Series B Notes shall be respectively represented by one or more Global
Notes in definitive, registered form, without interest coupons. The 4.80% Series
B Notes and 6.05% Series B Notes will be initially issued as Global Notes
registered in the name of Cede & Co. (as nominee for DTC, New York, New York,
which, together with its nominees and their successors, is hereby designated the
Depositary for the 4.80% Series B Notes and 6.05% Series B Notes).

                  SECTION 2.10 Redemption of the Senior Notes.

                  The Senior Notes will be redeemable as a whole or in part, at
the option of the Issuer at any time, at a redemption price equal to the greater
of (i) 100% of the principal amount of such Senior Notes and (ii) the sum of the
present values of the remaining scheduled payments of principal and interest
thereon (exclusive of interest accrued to the date of redemption) discounted to
the redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus 20 basis points in the case of
the 4.80% Senior Notes due 2008 or 25 basis points in the case of the 6.05%
Senior Notes due 2013, plus in each case accrued and unpaid interest thereon to
the date of redemption.

                  Notice of any redemption will be mailed at least 30 days but
not more than 60 days before the redemption date by the Issuer or by the Trustee
on the Issuer's behalf to each Holder of Senior Notes to be redeemed.

                  Unless the Issuer defaults in payment of the redemption price,
on and after the applicable redemption date interest will cease to accrue on the
Senior Notes or portions thereof called for redemption.


                         THIRD SUPPLEMENTAL INDENTURE 15
<PAGE>

                                  ARTICLE III.

                                    COVENANTS

                  SECTION 3.1 Limitation on Restricted Payments.

                  (a) So long as any of the Senior Notes are outstanding and
during any time that such Senior Notes are rated below Baa3 (or an equivalent
rating) by Moody's and below BBB- (or an equivalent rating) by Standard &
Poor's, the Issuer will not, and will not permit any of its Restricted
Subsidiaries, directly or indirectly, to:

                           (i) declare or pay any dividend or make any
                  distribution on the Capital Stock of the Issuer to the direct
                  or indirect holders of its Capital Stock (except dividends or
                  distributions payable solely in its Non-Convertible Capital
                  Stock or in options, warrants or other rights to purchase such
                  Non-Convertible Capital Stock and except dividends or
                  distributions payable to the Issuer or a Subsidiary of the
                  Issuer);

                           (ii) purchase, redeem or otherwise acquire or retire
                  for value any Capital Stock of the Issuer; or

                           (iii) make any Loan to Southern Union or any of its
                  Affiliates that is not a Subsidiary of the Issuer;

(any such dividend, distribution, purchase, redemption, other acquisition,
retirement or Loan described in (i) through (iii) above being hereinafter
referred to as a "Restricted Payment"), unless at the time the Issuer or such
Restricted Subsidiary makes such Restricted Payment and after giving effect
thereto:

                                    (1) no Default or Event of Default shall
                  have occurred and be continuing (or would result therefrom);

                                    (2) the Issuer's Fixed Charge Coverage Ratio
                  is greater than or equal to 2.2; and

                                    (3) the Issuer's Leverage Ratio is less than
                  or equal to 55%.

                  Notwithstanding the foregoing, the Issuer or any of its
Restricted Subsidiaries may declare, make or pay any Restricted Payment, if at
the time the Issuer or such Restricted Subsidiary makes such Restricted Payment
and after giving effect thereto:

                                    (1) no Default or Event of Default shall
                  have occurred and be continuing (or would result therefrom);
                  and

                                    (2) the aggregate amount of such Restricted
                  Payment and all other Restricted Payments made since the
                  original date of issuance of the Initial Senior Notes would
                  not exceed the sum of:


                         THIRD SUPPLEMENTAL INDENTURE 16
<PAGE>

                                    (A) $175 million;

                                    (B) 75% of Adjusted Consolidated Net Income
                                    accumulated since the original date of
                                    issuance of the Initial Senior Notes to the
                                    end of the most recent fiscal quarter ending
                                    at least 45 days prior to the date of such
                                    Restricted Payment; and

                                    (C) the aggregate net cash proceeds received
                                    by the Issuer after the original date of
                                    issuance of the Initial Senior Notes from
                                    capital contributions or the issuance of
                                    Capital Stock of the Issuer to a Person who
                                    is not a Subsidiary of the Issuer, or from
                                    the issuance to such a Person of options,
                                    warrants or other rights to acquire such
                                    Capital Stock of the Issuer.

                  None of the foregoing provisions will prohibit:

                           (i) dividends or other distributions paid in respect
                  of any class of Capital Stock issued by the Issuer in
                  connection with the acquisition of any business or assets by
                  the Issuer or a Restricted Subsidiary where the dividends or
                  other distributions with respect to such Capital Stock are
                  payable solely from the net earnings of such business or
                  assets;

                           (ii) any purchase or redemption of Capital Stock of
                  the Issuer made by exchange for, or out of the proceeds of the
                  substantially concurrent sale of, Non-Convertible Capital
                  Stock of the Issuer; or

                           (iii) dividends paid within 60 days after the date of
                  declaration thereof if at such date of declaration such
                  dividends would have complied with this covenant.

                  SECTION 3.2 Limitation on Liens.

                  (a) The Issuer shall not, nor will it permit any Restricted
Subsidiary to, create, assume, incur or suffer to exist any Lien upon any
Principal Property, whether owned or leased on the date of the Indenture or
thereafter acquired, to secure any Debt of the Issuer or any other Person (other
than the Senior Notes), without in any such case making effective provision
whereby all of the Senior Notes outstanding shall be secured equally and ratably
with, or prior to, such Debt so long as such Debt shall be so secured. There is
excluded from this restriction:

                           (i) any Lien upon any property or assets of the
                  Issuer or any Restricted Subsidiary in existence on the date
                  of the Indenture or created pursuant to an "after-acquired
                  property" clause or similar term in existence on the date of
                  the Indenture or any mortgage, pledge agreement, security
                  agreement or other similar instrument in existence on the date
                  of the Indenture;

                           (ii) any Lien upon any property or assets created at
                  the time of acquisition of such property or assets by the
                  Issuer or any Restricted Subsidiary or within 18 months after
                  such time to secure all or a portion of the purchase price


                         THIRD SUPPLEMENTAL INDENTURE 17
<PAGE>

                  for such property or assets or Debt incurred to finance such
                  purchase price, whether such Debt was incurred prior to, at
                  the time of or within 18 months of such acquisition;

                           (iii) any Lien upon any property or assets existing
                  thereon at the time of the acquisition thereof by the Issuer
                  or any Restricted Subsidiary (whether or not the obligations
                  secured thereby are assumed by the Issuer or any Restricted
                  Subsidiary);

                           (iv) any Lien upon any property or assets of a Person
                  existing thereon at the time such Person becomes a Restricted
                  Subsidiary by acquisition, merger or otherwise (whether or not
                  such Lien was created in anticipation of such acquisition);

                           (v) any Lien securing obligations assumed by the
                  Issuer or any Restricted Subsidiary existing at the time of
                  the acquisition by the Issuer or any Restricted Subsidiary of
                  the property or assets subject to such Lien or at the time of
                  the acquisition of the Person which owns such property or
                  assets;

                           (vi) any Lien on property to secure all or part of
                  the cost of construction or improvements thereon or to secure
                  Debt incurred prior to, at the time of, or within 18 months
                  after completion of such construction or making of such
                  improvements, to provide funds for any such purpose;

                           (vii) any Lien in favor of the Issuer or any
                  Restricted Subsidiary;

                           (viii) any Lien created or assumed by the Issuer or
                  any Restricted Subsidiary in connection with the issuance of
                  Debt the interest on which is excludable from gross income of
                  the holder of such Debt pursuant to the Internal Revenue Code
                  of 1986, as amended, or any successor statute, for the purpose
                  of financing, in whole or in part, the acquisition or
                  construction of property or assets to be used by the Issuer or
                  any Subsidiary;

                           (ix) any Lien upon property or assets of any foreign
                  Restricted Subsidiary to secure Debt of that foreign
                  Restricted Subsidiary;

                           (x) Permitted Liens;

                           (xi) any Lien created by any program providing for
                  the financing, sale or other disposition of trade or other
                  receivables classified as current assets in accordance with
                  United States generally accepted accounting principles entered
                  into by the Issuer or by a Subsidiary of the Issuer, provided
                  that such program is on terms customary for similar
                  transactions, or any document executed by any Subsidiary of
                  the Issuer in connection therewith, provided that such Lien is
                  limited to the trade or other receivables in respect of which
                  such program is created or exists, and the proceeds thereof;


                         THIRD SUPPLEMENTAL INDENTURE 18
<PAGE>

                           (xii) any Lien upon any additions, improvements,
                  replacements, repairs, fixtures, appurtenances or component
                  parts thereof attaching to or required to be attached to
                  property or assets pursuant to the terms of any mortgage,
                  pledge agreement, security agreement or other similar
                  instrument, creating a Lien upon such property or assets
                  permitted by clauses (i) through (xi), inclusive, above; or

                           (xiii) any extension, renewal, refinancing, refunding
                  or replacement (or successive extensions, renewals,
                  refinancing, refundings or replacements) of any Lien, in whole
                  or in part, that is referred to in clauses (i) through (vi),
                  inclusive, above (and Liens related thereto referred to in
                  clause (xii) above), or of any Debt secured thereby; provided,
                  however, that the principal amount of Debt secured thereby
                  shall not exceed the greater of the principal amount of Debt
                  so secured at the time of such extension, renewal,
                  refinancing, refunding or replacement and the original
                  principal amount of Debt so secured (plus in each case the
                  aggregate amount of premiums, other payments, costs and
                  expenses paid or incurred in connection with such extension,
                  renewal, refinancing, refunding or replacement); provided
                  further, however, that such extension, renewal, refinancing,
                  refunding or replacement shall be limited to all or a part of
                  the property (including improvements, alterations and repairs
                  on such property) subject to the encumbrance so extended,
                  renewed, refinanced, refunded or replaced (plus improvements,
                  alterations and repairs on such property).

                  Notwithstanding the foregoing, the Issuer may, and may permit
any Restricted Subsidiary to, create, assume, incur, or suffer to exist any Lien
upon any Principal Property to secure Debt of the Issuer or any other Person
(other than the Senior Notes) that is not otherwise excepted by clauses (i)
through (xiii), inclusive, above without securing the Senior Notes, provided
that the aggregate principal amount of all Debt then outstanding secured by such
Lien and all similar Liens, together with all net sale proceeds from
Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by
clauses (i) through (iv), inclusive, of Section 3.3(a) of this Third
Supplemental Indenture) does not exceed the greater of 15% of Consolidated Net
Tangible Assets or 15% of Total Capital.

                  SECTION 3.3 Restriction on Sale-Leasebacks.

                  (a) The Issuer shall not, nor shall it permit any Restricted
Subsidiary to, engage in a Sale-Leaseback Transaction, unless:

                           (i) the Sale-Leaseback Transaction occurs within 18
                  months from the date of acquisition of the Principal Property
                  subject thereto or the date of the completion of construction
                  or commencement of full operations on such Principal Property,
                  whichever is later;

                           (ii) the Sale-Leaseback Transaction involves a lease
                  for a period, including renewals, of not more than four years;

                           (iii) the Issuer or such Restricted Subsidiary would
                  be entitled to incur Debt secured by a Lien on the Principal
                  Property subject thereto (pursuant to


                         THIRD SUPPLEMENTAL INDENTURE 19
<PAGE>

                  clauses (i) through (xiii), inclusive, of the first paragraph
                  of Section 3.2(a) of this Third Supplemental Indenture) in a
                  principal amount equal to or exceeding the net sale proceeds
                  from the Sale-Leaseback Transaction without securing the
                  Senior Notes; or

                           (iv) the Issuer or such Restricted Subsidiary, within
                  an 18-month period after such Sale-Leaseback Transaction,
                  applies or causes to be applied an amount not less than the
                  net sale proceeds from such Sale-Leaseback Transaction to (A)
                  the repayment, redemption or retirement of Funded Debt of the
                  Issuer or any Subsidiary of the Issuer, or (B) investment in
                  another Principal Property or in a Subsidiary of the Issuer
                  which owns another Principal Property.

                  Notwithstanding the foregoing, the Issuer may, and may permit
any Restricted Subsidiary to, effect any Sale-Leaseback Transaction that is not
otherwise excepted by clauses (i) through (iv), inclusive, above, provided that
the net sale proceeds from such Sale-Leaseback Transaction, together with the
aggregate principal amount of outstanding Debt (other than the Senior Notes)
secured by Liens upon any Principal Properties not excepted by clauses (i)
through (xiii), inclusive, of Section 3.2(a) of this Third Supplemental
Indenture, do not exceed the greater of 15% of Consolidated Net Tangible Assets
or 15% of Total Capital.

                  SECTION 3.4 Financial Information.

                  Whether or not required by the SEC's rules and regulations, so
long as any Senior Notes are outstanding, the Issuer shall furnish to the
Holders of the Senior Notes, within the time periods specified in the SEC's
rules and regulations:

     (1)  all quarterly and annual reports that would be required to be filed
          with the SEC on Forms 10-Q and 10-K if the Issuer was required to file
          such reports; and

     (2)  all current reports that would be required to be filed with the SEC on
          Form 8-K if the Issuer was required to file such reports.

                  The Issuer will be required to prepare all such reports in all
material respects in accordance with all applicable rules and regulations. The
Issuer will include in each annual report on Form 10-K a report on its
consolidated financial statements by its certified public accountant. In
addition, whether or not required by the SEC, the Issuer shall file a copy of
each of the reports referred to in clauses (1) and (2) above with the SEC for
public availability within the time periods specified in the SEC's applicable
rules and regulations (unless the SEC will not accept such a filing) and make
that information available to securities analysts and prospective investors upon
request.

                  This Issuer currently files reports with the SEC on a
voluntary basis. Following the consummation of the Exchange Offer contemplated
by the Registration Rights Agreement, the Issuer will be required under the
Exchange Act to file such reports. If, at any time after consummation of the
Exchange Offer contemplated by the Registration Rights Agreement, the Issuer is
no longer subject to the periodic reporting requirements of the Exchange Act for
any reason, the Issuer will nevertheless continue filing the reports specified
in the preceding paragraphs with the SEC within the time periods specified above
unless the SEC will not accept


                         THIRD SUPPLEMENTAL INDENTURE 20
<PAGE>

such a filing. The Issuer agrees not to take any action for the purpose of
causing the SEC not to accept any such filings. If, notwithstanding the
foregoing, the SEC will not accept the Issuer's filings for any reason, the
Issuer will post the reports referred to in this Section 3.4 on the website
www.panhandleenergy.com within the time periods that would apply if the Issuer
was required to file those reports with the SEC.

                  For so long as any Senior Notes remain outstanding, at any
time the Issuer is not required to file the reports required by this Section 3.4
with the SEC, the Issuer shall furnish at the Issuer's cost to the Holders and
to securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.

                  SECTION 3.5 Applicability of Covenants.

                  Unless otherwise stated herein, the foregoing covenants
contained in this Article III shall only be in effect so long as any of the
Senior Notes are outstanding.

                                   ARTICLE IV.

                                     DEFAULT

                  SECTION 4.1 General.

                  All of the events specified in paragraphs (1) through (6) in
Section 6.01(a) of the Base Indenture shall be "Events of Default" with respect
to each Series of Senior Notes.

                  SECTION 4.2 Additional Event of Default.

                  The following event shall be an "Event of Default" with
respect to each Series of Senior Notes: as a result of any action taken by the
Issuer or its direct or indirect equity holders, there is a change in the
Issuer's federal income tax status or a change in the deemed issuer of any
Senior Note of such Series for federal income tax purposes, unless (i) Holders
of more than 50% in principal amount of the applicable Series of the Senior
Notes consent to such change or (ii) (a) the Issuer certifies to the Trustee
that it has received a ruling from the Internal Revenue Service or (b) the
Issuer delivers to the Trustee an opinion of nationally recognized independent
counsel reasonably acceptable in form and substance to the Trustee, in either
case to the effect that the Holders of the applicable Series of Senior Notes
will not recognize income, gain or loss for federal income tax purposes as a
result of the change and that such Holders will be subject to federal income tax
on the same amounts, in the same manner and at the same times as would have been
the case if the change had not occurred.


                         THIRD SUPPLEMENTAL INDENTURE 21
<PAGE>

                                   ARTICLE V.

                                   DEFEASANCE

                  SECTION 5.1 General.

                  All of the provisions of Article XI of the Base Indenture
shall be applicable to the Senior Notes.

                  SECTION 5.2 Covenant Defeasance.

                  With respect to and pursuant to the terms of Section 11.02(b)
of the Base Indenture, the release of covenant obligations provided for therein
shall, with respect to the Senior Notes, also apply to Section 3.1, Section 3.2,
and Section 3.3 of this Third Supplemental Indenture.

                                   ARTICLE VI.

                              FORM OF SENIOR NOTES

                  SECTION 6.1 Form of Senior Notes.

                  The 4.80% Series A Notes, 6.05% Series A Notes, 4.80% Series B
Notes and 6.05% Series B Notes, and the Trustee's Certificate of Authentication
to be endorsed thereon, are to be substantially in the following forms:

   (FORM OF FACE OF 4.80% SENIOR NOTES DUE 2008, SERIES A, 6.05% SENIOR NOTES
                DUE 2013, SERIES A, AND PRIVATE EXCHANGE NOTES)

                  Unless and until a Security is exchanged for an Exchange Note
(except for a Private Exchange Note) or sold in connection with an effective
Registration Statement pursuant to the Registration Rights Agreement, (i) the
Rule 144A Global Notes shall bear the legend set forth below on the face thereof
and (ii) the Regulation S Global Notes shall bear the legend set forth below on
the face thereof until at least the 41st day after the original issue date of
the Senior Notes and receipt by the Issuer and the Trustee of a certificate
substantially in the form contained in Section 6.1 hereof.

                  [FOR EACH RULE 144A GLOBAL NOTE ADD THE FOLLOWING LEGEND (THE
"RULE 144A LEGEND"):

                  THE SENIOR NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
                  OR OTHER SECURITIES LAWS. NEITHER THIS SENIOR NOTE NOR ANY
                  INTEREST HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
                  PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
                  SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS


                         THIRD SUPPLEMENTAL INDENTURE 22
<PAGE>

                  EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
                  OF THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER
                  (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER"
                  (AS DEFINED IN RULE 144A ("RULE 144A") UNDER THE SECURITIES
                  ACT), (2) AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER THIS
                  SENIOR NOTE EXCEPT (A) TO PANHANDLE EASTERN PIPE LINE COMPANY,
                  LLC, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
                  DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG
                  AS THE SENIOR NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
                  144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
                  INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES
                  FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
                  INSTITUTIONAL BUYER, IN EACH CASE TO WHOM NOTICE IS GIVEN THAT
                  THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) IN AN
                  OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904
                  OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO
                  ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
                  OF THE SECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO
                  EACH PERSON TO WHOM THIS SENIOR NOTE IS TRANSFERRED A NOTICE
                  SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT
                  PANHANDLE EASTERN PIPE LINE COMPANY, LLC AND THE TRUSTEE SHALL
                  HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I)
                  PURSUANT TO CLAUSE (E) ABOVE TO REQUIRE THE DELIVERY OF AN
                  OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
                  SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE
                  FOREGOING CASES, BUT ONLY IF THIS SENIOR NOTE IS NOT A GLOBAL
                  NOTE (AS DEFINED IN THE INDENTURE REFERRED TO HEREIN), TO
                  REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING
                  ON THE OTHER SIDE OF THIS SENIOR NOTE IS COMPLETED AND
                  DELIVERED BY THE TRANSFEROR TO PANHANDLE EASTERN PIPE LINE
                  COMPANY, LLC AND THE TRUSTEE.]

                  [FOR EACH TEMPORARY REGULATION S GLOBAL NOTE ADD THE FOLLOWING
LEGEND (THE "REGULATION S LEGEND"):

                           THE SENIOR NOTES HAVE NOT BEEN REGISTERED UNDER THE
                  SECURITIES ACT OF 1933, AS AMENDED


                         THIRD SUPPLEMENTAL INDENTURE 23
<PAGE>

                  (THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES LAWS.
                  NEITHER THIS SENIOR NOTE NOR ANY INTEREST HEREIN MAY BE
                  REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
                  OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
                  UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
                  REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY ITS
                  ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A
                  "U.S. PERSON" (AS DEFINED IN REGULATION S ("REGULATION S")
                  UNDER THE SECURITIES ACT), (2) AGREES NOT TO OFFER, SELL OR
                  OTHERWISE TRANSFER THIS SENIOR NOTE PRIOR TO THE DATE WHICH IS
                  40 DAYS AFTER THE ORIGINAL ISSUE DATE OF THE SENIOR NOTES (THE
                  "REGULATION S RESTRICTED PERIOD") EXCEPT (A) TO PANHANDLE
                  EASTERN PIPE LINE COMPANY, LLC, (B) PURSUANT TO A REGISTRATION
                  STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
                  SECURITIES ACT, (C) FOR SO LONG AS THE SENIOR NOTES ARE
                  ELIGIBLE FOR RESALE PURSUANT TO RULE 144A ("RULE 144A") UNDER
                  THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A
                  "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT
                  PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
                  QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE TO WHOM NOTICE IS
                  GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
                  144A, (D) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE
                  903 OR RULE 904 OF REGULATION S OR (E) PURSUANT TO ANOTHER
                  AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
                  SECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH
                  PERSON TO WHOM THIS SENIOR NOTE IS TRANSFERRED A NOTICE
                  SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT
                  PANHANDLE EASTERN PIPE LINE COMPANY, LLC AND THE TRUSTEE SHALL
                  HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I)
                  PURSUANT TO CLAUSE (E) ABOVE TO REQUIRE THE DELIVERY OF AN
                  OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
                  SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE
                  FOREGOING CASES, BUT ONLY IF THIS SENIOR NOTE IS NOT A GLOBAL
                  NOTE (AS DEFINED IN THE INDENTURE REFERRED TO HEREIN), TO
                  REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING


                         THIRD SUPPLEMENTAL INDENTURE 24
<PAGE>

                  ON THE OTHER SIDE OF THIS SENIOR NOTE IS COMPLETED AND
                  DELIVERED BY THE TRANSFEROR TO PANHANDLE EASTERN PIPE LINE
                  COMPANY, LLC AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON
                  THE REQUEST OF THE HOLDER AFTER THE TERMINATION OF THE
                  REGULATION S RESTRICTED PERIOD FOLLOWING COMPLIANCE WITH THE
                  CERTIFICATION REQUIREMENTS SET FORTH IN THE INDENTURE.]

                  This Security is a Global Note within the meaning of the
Indenture hereinafter referred to and is registered in the name of the
Depositary or a nominee of the Depositary. This Security is exchangeable for
Securities registered in the name of a person other than the Depositary or its
nominee only in the limited circumstances described in the Indenture, and may
not be transferred except as a whole by the Depositary to a nominee of the
Depositary, 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 a successor Depositary.

                  Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to the Issuer 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 is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is 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.

                  Unless and until it is exchanged in whole or in part for
Securities in definitive registered form in accordance with the provisions of
the Indenture applicable to such exchange, this certificate may not be
transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC
to DTC or another nominee of DTC or by DTC or any such nominee to a successor
Depository or a nominee of such successor Depository.

CUSIP No. [      ]                                           $[      ]

                    Panhandle Eastern Pipe Line Company, LLC

                               [4.80% SENIOR NOTE
                     DUE 2008, SERIES A][6.05% SENIOR NOTE
                              DUE 2013, SERIES A]



                  PANHANDLE EASTERN PIPE LINE COMPANY, LLC, a Delaware limited
liability company (the "Issuer"), for value received, hereby promises to pay to
Cede & Co., or registered assigns, the principal sum of [Amount in Words]
dollars ($[ ]) on [ ], 20[ ]


                         THIRD SUPPLEMENTAL INDENTURE 25
<PAGE>

("Maturity") and to pay interest thereon from [ ], 200[ ] (the "Original Issue
Date") or from the most recent interest payment date (each such date, an
"Interest Payment Date") to which interest has been paid or duly provided for,
semi-annually in arrears on February 15th and August 15th in each year,
commencing [ ], 2003 and at Maturity at the rate of [ ]% per annum, until the
principal hereof shall have become due and payable, and on any overdue principal
and premium, if any, and (without duplication and to the extent that payment of
such interest is enforceable under applicable law) on any overdue installment of
interest at the same rate per annum; provided that if any Registration Default
with respect to this Senior Note occurs under the Registration Rights Agreement,
then the per annum interest rate on this Senior Note will increase for the
period from the occurrence of such Registration Default until such time as no
Registration Default is in effect with respect to this Senior Note (at which
time the interest rate will be reduced to its initial rate) at a per annum rate
of 0.25% for the first 90-day period following the occurrence of such
Registration Default, and by an additional 0.25% thereafter (up to a maximum of
0.50%). The amount of interest payable on any Interest Payment Date shall be
computed on the basis of a 360-day year of twelve 30-day months. In the event
that any date on which interest is payable on this Senior Note is not a Business
Day, then payment of interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date. The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the person in whose name this Senior Note (or one or more Predecessor
Securities, as defined in said Indenture) is registered at the close of business
on the regular record date for such interest installment which shall be the
close of business on the 1st day of the calendar month in which such Interest
Payment Date occurs. Any such interest installment not punctually paid or duly
provided for shall forthwith cease to be payable to the registered holders on
such regular record date, and may be paid to the person in whose name this
Senior Note (or one or more Predecessor Securities) is registered at the close
of business on a special record date to be fixed by the Trustee (as defined
below) for the payment of such defaulted interest, notice whereof shall be given
to the registered holders of this series of Senior Notes not less than 10 days
prior to such special record date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Senior Notes may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture. Any accrued and
unpaid interest (including any additional interest payable upon the occurrence
of a Registration Default) on this Senior Note upon the issuance of an Exchange
Note (as defined in the Indenture) or a Private Exchange Note (as defined in the
Indenture) in exchange for this Senior Note shall cease to be payable to the
holder hereof and shall be payable on the next Interest Payment Date for such
Exchange Note or Private Exchange Note to the holder thereof on the related
regular record date. The principal of (and premium, if any) and the interest on
this Senior Note shall be payable at the office or agency of the Trustee
maintained for that purpose in any coin or currency of the United States of
America which at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be made at the
option of the Issuer by check mailed to the registered holder at such address as
shall appear in the Security Register.


                         THIRD SUPPLEMENTAL INDENTURE 26
<PAGE>

                  This Senior Note shall not be entitled to any benefit under
the Indenture hereinafter referred to, be valid or become obligatory for any
purpose until the Certificate of Authentication hereon shall have been signed by
or on behalf of the Trustee.

                  The provisions of this Senior Note are continued on the
reverse side hereof and such continued provisions shall for all purposes have
the same effect as though fully set forth at this place.

                  IN WITNESS WHEREOF, the Issuer has caused this instrument to
be executed.


Dated [      ], 2003

                                        PANHANDLE EASTERN PIPE LINE COMPANY, LLC

                                        By
                                           -------------------------------------
                                           Name:
                                           Title:

Attest:



By
   ---------------------------------
   Name:
   Title:





                     (FORM OF CERTIFICATE OF AUTHENTICATION)
                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Senior Notes of the series of Senior Notes
described in the within-mentioned Indenture.

BANK ONE TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee

By
    -----------------------------------------
             Authorized Signatory


                         THIRD SUPPLEMENTAL INDENTURE 27
<PAGE>

                        (FORM OF REVERSE OF SENIOR NOTE)

                  This Senior Note is one of a duly authorized series of
Securities of the Issuer (herein sometimes referred to as the "Senior Notes"),
specified in the Indenture, issued or to be issued in one or more series under
and pursuant to an indenture (the "Base Indenture") dated as of March 29, 1999
among the Issuer, CMS Panhandle Holding Company, a Michigan corporation (which
has merged into the Issuer), and NBD Bank, as trustee (predecessor to Bank One
Trust Company, National Association), further supplemented by the Third
Supplemental Indenture dated as of August 18, 2003 between the Issuer and Bank
One Trust Company, National Association, as trustee (the "Trustee") (the Base
Indenture as so supplemented, hereinafter being referred to as the "Indenture"),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the rights, limitations of rights, obligations, duties
and immunities thereunder of the Trustee, the Issuer and the holders of the
Senior Notes. By the terms of the Indenture, the Senior Notes are issuable in
series which may vary as to amount, date of maturity, rate of interest and in
other respects as in the Indenture provided. This series of Senior Notes is not
limited in aggregate principal amount, as specified in said Third Supplemental
Indenture.

                  The Senior Notes are redeemable at the option of the Issuer at
any time and from time to time, in whole or in part, upon not less than 30 days
nor more than 60 days notice to each holder of such Senior Notes, at a
redemption price equal to the greater of (i) 100% of the principal amount of
such Senior Notes to be redeemed and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon (exclusive of
interest accrued to the date of redemption) discounted to the redemption date on
a semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus [ ] basis points(1) plus in each case accrued and
unpaid interest thereon to the date of redemption. Unless there is a default in
the payment of the redemption price, on and after the applicable redemption
date, interest will cease to accrue on the Senior Notes or portions thereof
called for redemption.

                  "Comparable Treasury Issue" means the United States Treasury
security or securities selected by an Independent Investment Banker as having an
actual or interpolated maturity comparable to the remaining term of the Senior
Notes to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate
debt securities of a comparable maturity to the remaining term of such Senior
Notes.

                  "Comparable Treasury Price" means, with respect to any
redemption date, (A) the average of the Reference Treasury Dealer Quotations for
such redemption date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations.

                  "Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Trustee after consultation with the Issuer.

----------

(1)      Insert 20 basis points in the case of the 4.80% Senior Notes due 2008,
         Series A and 25 basis points in the case of the 6.05% Senior Notes due
         2013, Series A


                         THIRD SUPPLEMENTAL INDENTURE 28
<PAGE>

                  "Reference Treasury Dealer" means each of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc. or their
affiliates plus three others which are primary U.S. Government securities
dealers, and their respective successors; provided, however, that if any of the
foregoing or their affiliates shall cease to be a primary U.S. Government
securities dealer in The City of New York (a "Primary Treasury Dealer"), the
Issuer shall substitute therefor another Primary Treasury Dealer.

                  "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m.
New York time on the third Business Day preceding such redemption date.

                  "Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to maturity or
interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such redemption
date.

                  The Issuer may purchase the Senior Notes in the open market,
by tender or otherwise. Senior Notes so purchased may be held, resold or
surrendered to the Trustee for cancellation. If applicable, the Issuer will
comply with the requirements of Rule 14e-1 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and other securities laws and regulations
in connection with any such purchase.

                  No sinking fund is provided for the Senior Notes.

                  If an Event of Default with respect to this Senior Note shall
occur and be continuing, the principal of this Senior Note may be declared due
and payable in the manner and with the effect provided in the Indenture.

                  The Indenture contains provisions for defeasance at any time
of (i) the entire indebtedness of this Senior Note or (ii) certain restrictive
covenants and certain other obligations with respect to this Senior Note, in
each case upon compliance with certain conditions set forth therein.

                  The Indenture permits, with certain exceptions as therein
provided, modifications and amendments of the Indenture by the Issuer and the
Trustee with the consent of the holders of a majority in aggregate principal
amount of the outstanding Senior Notes.

                  The Indenture provides that the holders of a majority in
aggregate principal amount of the outstanding Senior Notes may, on behalf of the
holders of all Senior Notes, modify or eliminate restrictive covenants, which
right includes the right to waive insofar as the Senior Notes are concerned,
compliance by the Issuer with certain restrictive provisions of the Indenture.

                  The Indenture provides that the holders of a majority in
aggregate principal amount of the outstanding Senior Notes may, on behalf of all
holders of Senior Notes, waive any


                         THIRD SUPPLEMENTAL INDENTURE 29
<PAGE>

past default under the Indenture with respect to any Senior Notes, except a
default (i) in the payment of principal of, or premium, if any, or any interest
on any Senior Note; or (ii) in respect of a covenant or provision of the
Indenture which cannot be modified or amended without the consent of the holder
of each outstanding Senior Note affected.

                  The Indenture provides that, subject to the duty of the
Trustee during default to act with the required standard of care, the Trustee
will be under no obligation to exercise any of its rights or powers under the
Indenture at the request or direction of any of the holders, unless such holders
shall have offered to the Trustee reasonable indemnity. Subject to such
provisions for the indemnification of the Trustee, the holders of a majority in
aggregate principal amount of the outstanding Senior Notes have the right to
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 the
Trustee, with respect to the Senior Notes; provided, however, that the Trustee
shall not be obligated to take any action unduly prejudicial to holders not
joining in such direction or involving the Trustee in personal liability.

                  No reference herein to the Indenture and no provision of this
Senior Note or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Senior Note at the times, place and rate, and in
the coin or currency, herein prescribed.

                  As provided in the Indenture and subject to certain
limitations therein and herein set forth, the transfer of this Senior Note is
registrable in the Security Register, upon surrender of this Senior Note for
registration of transfer at the office or agency of the Issuer in any place
where the principal of and any premium and interest on this Senior Note are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Issuer and the Security Registrar duly executed by, the
holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Senior Notes of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

                  The Senior Notes are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Senior Notes are exchangeable for a like aggregate principal amount of Senior
Notes and of like tenor of a different authorized denomination, as requested by
the holder surrendering the same.

                  No service charge shall be made for any such registration of
transfer or exchange, but the Issuer may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

                  The Issuer shall not be required to (a) issue, exchange or
register the transfer of this Senior Note for a period of 15 days next preceding
the mailing of the notice of redemption of Senior Notes or (b) exchange or
register the transfer of any Senior Note or any portion thereof selected, called
or being called for redemption, except in the case of any Senior Note to be
redeemed in part, the portion thereof not so to be redeemed.


                         THIRD SUPPLEMENTAL INDENTURE 30
<PAGE>

                  Prior to due presentment of this Senior Note for registration
of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the Person in whose name this Senior Note is registered as the owner
hereof for all purposes, whether or not this Senior Note be overdue, and neither
the Issuer, the Trustee nor any such agent shall be affected by notice to the
contrary.

                  No recourse shall be had for the payment of the principal of
or the interest on this Senior Note, or for any claim based hereon, or otherwise
in respect hereof, or based on or in respect of the Indenture, against any
incorporator, stockholder, officer or director, past, present or future, as
such, of the Issuer or of any predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.

                  All terms used in this Senior Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

[IF SENIOR NOTE IS A RESTRICTED SENIOR NOTE -

                      (RESTRICTED CERTIFICATE OF TRANSFER)

                  FOR VALUE RECEIVED, THE UNDERSIGNED HEREBY SELL(S), ASSIGN(S)
AND TRANSFER(S) UNTO ______________________


(Please print or typewrite name and address including postal zip code, of
assignee)

                          ----------------------------------

(PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)

                           ----------------------------------

                           ----------------------------------

                           ----------------------------------

the within Senior Note and all rights thereunder, and hereby irrevocably
constitutes and appoints

                           ----------------------------------

to transfer said Senior Note on the books of the Issuer, with full power of
substitution in the premises.

The undersigned certifies that said Senior Note is being resold, pledged or
otherwise transferred as follows: (check one)

[ ]      to the Issuer;

[ ]      to a Person whom the undersigned reasonably believes is a qualified
         institutional buyer within the meaning of Rule 144A under the
         Securities Act of 1933, as amended (the


                         THIRD SUPPLEMENTAL INDENTURE 31
<PAGE>

         "Securities Act") purchasing for its own account or for the account of
         a qualified institutional buyer to whom notice is given that the
         resale, pledge or other transfer is being made in reliance on Rule
         144A;

[ ]      in an offshore transaction in accordance with Rule 903 or 904 of
         Regulation S under the Securities Act;

[ ]      as otherwise permitted by the non-registration legend appearing on this
         Senior Note; or

[ ]      as otherwise agreed by the Issuer, confirmed in writing to the Trustee,
         as follows: (describe)

         -----------------------------------------------------------

         -----------------------------------------------------------

Dated:                                                                         ]
        --------------------------------             --------------------------
                                                          [Name of Assignor]

[IF SENIOR NOTE IS NOT A RESTRICTED SENIOR NOTE -

                            (CERTIFICATE OF TRANSFER)

                  FOR VALUE RECEIVED, THE UNDERSIGNED HEREBY SELL(S), ASSIGN(S)
AND TRANSFER(S) UNTO ______________________

                  (Please print or typewrite name and address including postal
zip code, of assignee)

         -----------------------------------------------------------

         -----------------------------------------------------------

(PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)

         -----------------------------------------------------------

         -----------------------------------------------------------

                  the within Senior Note and all rights thereunder, and hereby
irrevocably constitutes and appoints ________________________ to transfer said
Senior Note on the books of the Issuer, with full power of substitution in the
premises.

Dated:                                                                         ]
        --------------------------------             ---------------------------
                                                          [Name of Assignor]


                         THIRD SUPPLEMENTAL INDENTURE 32
<PAGE>

     (FORM OF FACE OF 4.80% SENIOR NOTES DUE 2008, SERIES B AND 6.05% SENIOR
                           NOTES DUE 2013, SERIES B)


                  This Security is a Global Note within the meaning of the
Indenture hereinafter referred to and is registered in the name of the
Depositary or a nominee of the Depositary. This Security is exchangeable for
Securities registered in the name of a person other than the Depositary or its
nominee only in the limited circumstances described in the Indenture, and may
not be transferred except as a whole by the Depositary to a nominee of the
Depositary, 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 a successor Depositary.

                  Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to the Issuer 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 is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is 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.

                  Unless and until it is exchanged in whole or in part for
Securities in definitive registered form in accordance with the provisions of
the Indenture applicable to such exchange, this certificate may not be
transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC
to DTC or another nominee of DTC or by DTC or any such nominee to a successor
Depository or a nominee of such successor Depository.

CUSIP No. [       ]                                       $[        ]

                    Panhandle Eastern Pipe Line Company, LLC

                               [4.80% SENIOR NOTE
                      DUE 2008, SERIES B][6.05% SENIOR NOTE
                               DUE 2013, SERIES B]

                  PANHANDLE EASTERN PIPE LINE COMPANY, LLC, a Delaware limited
liability company (the "Issuer"), for value received, hereby promises to pay to
Cede & Co., or registered assigns, the principal sum of [Amount in Words]
dollars ($[ ]) on [ ], 20[ ] ("Maturity") and to pay interest thereon from [ ],
200[ ] (the "Original Issue Date") or from the most recent interest payment date
(each such date, an "Interest Payment Date") to which interest has been paid or
duly provided for, semi-annually in arrears on February 15th and August 15th in
each year, commencing [ ] and at Maturity at the rate of [ ]% per annum, until
the principal hereof shall have become due and payable, and on any overdue
principal and


                         THIRD SUPPLEMENTAL INDENTURE 33
<PAGE>

premium, if any, and (without duplication and to the extent that payment of such
interest is enforceable under applicable law) on any overdue installment of
interest at the same rate per annum. The amount of interest payable on any
Interest Payment Date shall be computed on the basis of a 360-day year of twelve
30-day months. In the event that any date on which interest is payable on this
Senior Note is not a Business Day, then payment of interest payable on such date
will be made on the next succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay), except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day, in each case with the same force and
effect as if made on such date. The interest installment so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the person in whose name this Senior Note
(or one or more Predecessor Securities, as defined in said Indenture) is
registered at the close of business on the regular record date for such interest
installment which shall be the close of business on the 1st day of the calendar
month in which such Interest Payment Date occurs. Any such interest installment
not punctually paid or duly provided for shall forthwith cease to be payable to
the registered holders on such regular record date, and may be paid to the
person in whose name this Senior Note (or one or more Predecessor Securities) is
registered at the close of business on a special record date to be fixed by the
Trustee (as defined below) for the payment of such defaulted interest, notice
whereof shall be given to the registered holders of this series of Senior Notes
not less than 10 days prior to such special record date, or may be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Senior Notes may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in the
Indenture. The principal of (and premium, if any) and the interest on this
Senior Note shall be payable at the office or agency of the Trustee maintained
for that purpose in any coin or currency of the United States of America which
at the time of payment is legal tender for payment of public and private debts;
provided, however, that payment of interest may be made at the option of the
Issuer by check mailed to the registered holder at such address as shall appear
in the Security Register.

                  This Senior Note shall not be entitled to any benefit under
the Indenture hereinafter referred to, be valid or become obligatory for any
purpose until the Certificate of Authentication hereon shall have been signed by
or on behalf of the Trustee.

                  The provisions of this Senior Note are continued on the
reverse side hereof and such continued provisions shall for all purposes have
the same effect as though fully set forth at this place.

                  IN WITNESS WHEREOF, the Issuer has caused this instrument to
be executed.

Dated [       ]

                                       PANHANDLE EASTERN PIPE LINE COMPANY, LLC


                                       By
                                          --------------------------------------
                                       Name:
                                       Title:


                         THIRD SUPPLEMENTAL INDENTURE 34
<PAGE>

Attest:

By
   ---------------------------------
Name:
Title:










                  (FORM OF CERTIFICATE OF AUTHENTICATION)

                  CERTIFICATE OF AUTHENTICATION

                  This is one of the Senior Notes of the series of Senior Notes
described in the within-mentioned Indenture.

                  BANK ONE TRUST COMPANY, NATIONAL
                  ASSOCIATION, as Trustee

                  By
                    ----------------------
                    [Authorized Signatory]

                  (FORM OF REVERSE OF SENIOR NOTE)

                  This Senior Note is one of a duly authorized series of
Securities of the Issuer (herein sometimes referred to as the "Senior Notes"),
specified in the Indenture, issued or to be issued in one or more series under
and pursuant to an indenture (the "Base Indenture") dated as of March 29, 1999
among the Issuer, CMS Panhandle Holding Company, a Michigan corporation (which
has merged into the Issuer), and NBD Bank, as trustee (predecessor to Bank One
Trust Company, National Association), further supplemented by the Third
Supplemental Indenture dated as of August 18, 2003 between the Issuer and Bank
One Trust Company, National Association, as trustee (the "Trustee") (the Base
Indenture as so supplemented, hereinafter being referred to as the "Indenture"),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the rights, limitations of rights, obligations, duties
and immunities thereunder of the Trustee, the Issuer and the holders of the
Senior Notes. By the terms of the Indenture, the Senior Notes are issuable in
series which may vary as to amount, date of maturity, rate of interest and in
other respects as in the Indenture provided. This series of Senior Notes is not
limited in aggregate principal amount, as specified in said Third Supplemental
Indenture.


                         THIRD SUPPLEMENTAL INDENTURE 35
<PAGE>
                  The Senior Notes are redeemable at the option of the Issuer at
any time and from time to time, in whole or in part, upon not less than 30 days
nor more than 60 days notice to each holder of such Senior Notes, at a
redemption price equal to the greater of (i) 100% of the principal amount of
such Senior Notes to be redeemed and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon (exclusive of
interest accrued to the date of redemption) discounted to the redemption date on
a semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus [ ] basis points(2), plus in each case accrued and
unpaid interest thereon to the date of redemption. Unless there is a default in
the payment of the redemption price, on and after the applicable redemption
date, interest will cease to accrue on the Senior Notes or portions thereof
called for redemption.

                  "Comparable Treasury Issue" means the United States Treasury
security or securities selected by an Independent Investment Banker as having an
actual or interpolated maturity comparable to the remaining term of the Senior
Notes to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate
debt securities of a comparable maturity to the remaining term of such Senior
Notes.

                  "Comparable Treasury Price" means, with respect to any
redemption date, (A) the average of the Reference Treasury Dealer Quotations for
such redemption date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations.

                  "Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Trustee after consultation with the Issuer.

                  "Reference Treasury Dealer" means each of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc. or their
affiliates plus three others which are primary U.S. Government securities
dealers, and their respective successors; provided, however, that if any of the
foregoing or their affiliates shall cease to be a primary U.S. Government
securities dealer in The City of New York (a "Primary Treasury Dealer"), the
Issuer shall substitute therefor another Primary Treasury Dealer.

                  "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m.
New York time on the third Business Day preceding such redemption date.

                  "Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to maturity or
interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such redemption
date.

----------

(2)      Insert 20 basis points in the case of the 4.80% Senior Notes due 2008,
         Series B and 25 basis points in the case of the 6.05% Senior Notes due
         2013, Series B

                         THIRD SUPPLEMENTAL INDENTURE 36
<PAGE>

                  The Issuer may purchase the Senior Notes in the open market,
by tender or otherwise. Senior Notes so purchased may be held, resold or
surrendered to the Trustee for cancellation. If applicable, the Issuer will
comply with the requirements of Rule 14e-1 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and other securities laws and regulations
in connection with any such purchase.

                  No sinking fund is provided for the Senior Notes.

                  If an Event of Default with respect to this Senior Note shall
occur and be continuing, the principal of this Senior Note may be declared due
and payable in the manner and with the effect provided in the Indenture.

                  The Indenture contains provisions for defeasance at any time
of (i) the entire indebtedness of this Senior Note or (ii) certain restrictive
covenants and certain other obligations with respect to this Senior Note, in
each case upon compliance with certain conditions set forth therein.

                  The Indenture permits, with certain exceptions as therein
provided, modifications and amendments of the Indenture by the Issuer and the
Trustee with the consent of the holders of a majority in aggregate principal
amount of the outstanding Senior Notes.

                  The Indenture provides that the holders of a majority in
aggregate principal amount of the outstanding Senior Notes may, on behalf of the
holders of all Senior Notes, modify or eliminate restrictive covenants, which
right includes the right to waive insofar as the Senior Notes are concerned,
compliance by the Issuer with certain restrictive provisions of the Indenture.

                  The Indenture provides that the holders of a majority in
aggregate principal amount of the outstanding Senior Notes may, on behalf of all
holders of Senior Notes, waive any past default under the Indenture with respect
to any Senior Notes, except a default (i) in the payment of principal of, or
premium, if any, or any interest on any Senior Note; or (ii) in respect of a
covenant or provision of the Indenture which cannot be modified or amended
without the consent of the holder of each outstanding Senior Note affected.

                  The Indenture provides that, subject to the duty of the
Trustee during default to act with the required standard of care, the Trustee
will be under no obligation to exercise any of its rights or powers under the
Indenture at the request or direction of any of the holders, unless such holders
shall have offered to the Trustee reasonable indemnity. Subject to such
provisions for the indemnification of the Trustee, the holders of a majority in
aggregate principal amount of the outstanding Senior Notes have the right to
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 the
Trustee, with respect to the Senior Notes; provided, however, that the Trustee
shall not be obligated to take any action unduly prejudicial to holders not
joining in such direction or involving the Trustee in personal liability.

                  No reference herein to the Indenture and no provision of this
Senior Note or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional,


                         THIRD SUPPLEMENTAL INDENTURE 37
<PAGE>

to pay the principal of and any premium and interest on this Senior Note at the
times, place and rate, and in the coin or currency, herein prescribed.

                  As provided in the Indenture and subject to certain
limitations therein and herein set forth, the transfer of this Senior Note is
registrable in the Security Register, upon surrender of this Senior Note for
registration of transfer at the office or agency of the Issuer in any place
where the principal of and any premium and interest on this Senior Note are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Issuer and the Security Registrar duly executed by, the
holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Senior Notes of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

                  The Senior Notes are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Senior Notes are exchangeable for a like aggregate principal amount of Senior
Notes and of like tenor of a different authorized denomination, as requested by
the holder surrendering the same.

                  No service charge shall be made for any such registration of
transfer or exchange, but the Issuer may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

                  The Issuer shall not be required to (a) issue, exchange or
register the transfer of this Senior Note for a period of 15 days next preceding
the mailing of the notice of redemption of Senior Notes or (b) exchange or
register the transfer of any Senior Note or any portion thereof selected, called
or being called for redemption, except in the case of any Senior Note to be
redeemed in part, the portion thereof not so to be redeemed.

                  Prior to due presentment of this Senior Note for registration
of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the Person in whose name this Senior Note is registered as the owner
hereof for all purposes, whether or not this Senior Note be overdue, and neither
the Issuer, the Trustee nor any such agent shall be affected by notice to the
contrary.

                  No recourse shall be had for the payment of the principal of
or the interest on this Senior Note, or for any claim based hereon, or otherwise
in respect hereof, or based on or in respect of the Indenture, against any
incorporator, stockholder, officer or director, past, present or future, as
such, of the Issuer or of any predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.

                  All terms used in this Senior Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

                            (CERTIFICATE OF TRANSFER)


                         THIRD SUPPLEMENTAL INDENTURE 38
<PAGE>

                  FOR VALUE RECEIVED, THE UNDERSIGNED HEREBY SELL(S), ASSIGN(S)
AND TRANSFER(S) UNTO ------------------------------

                  ------------------------------

                  -----------------------------------------

                  -----------------------------------------

                  (Please print or typewrite name and address including postal
zip code, of assignee)

                  -----------------------------------------

                  (PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE)

                  ------------------------------

                  the within Senior Note and all rights thereunder, and hereby
irrevocably constitutes and appoints

                  ---------------------------

                  -----------------------------------------

                             to transfer said Senior Note on the books of the
Issuer, with full power of substitution in the premises.

Dated:                                                            ]
      -------------------                   ----------------------
                                               [Name of Assignor]



                                  ARTICLE VII.

                            ISSUANCE OF SENIOR NOTES

                  SECTION 7.1 Original Issue of Senior Notes.

                  Upon execution of this Third Supplemental Indenture, the 4.80%
Series A Notes in the initial principal amount of $300,000,000 and the 6.05%
Series A Notes in the initial principal amount of $250,000,000 may be executed
by the Issuer. Such Senior Notes may be delivered to the Trustee for
authentication, and the Trustee shall thereupon authenticate and deliver said
Senior Notes to or upon the written order of the Issuer, signed by its Chairman,
President or any Vice President and its Secretary or an Assistant Secretary,
without any further action by the Issuer. Further, upon execution of this Third
Supplemental Indenture, the 4.80% Series B Notes in the initial principal amount
not to exceed $300,000,000 and the 6.05% Series B Notes in the initial principal
amount not to exceed $250,000,000 may be executed by the Issuer. Such Senior
Notes may be delivered to the Trustee to hold until a Registration Statement


                         THIRD SUPPLEMENTAL INDENTURE 39
<PAGE>

has been declared effective by the SEC and the Exchange Offer has been
consummated or a resale has been effected under such Registration Statement, and
the Trustee shall thereupon authenticate and deliver said Senior Notes to or
upon the written order of the Issuer, signed by its Chairman, President or any
Vice President and its Secretary or an Assistant Secretary, without any further
action by the Issuer.

                  SECTION 7.2 Additional Senior Notes.

                  Upon execution of this Third Supplemental Indenture, subject
to Section 2.1 and Section 2.6 hereof, Additional Senior Notes may be executed
by the Issuer. Such Additional Senior Notes issued as either 4.80% Series A
Notes or 6.05% Series A Notes may be delivered to the Trustee for
authentication, and the Trustee shall thereupon authenticate and deliver said
Additional Senior Notes to or upon the written order of the Issuer, signed by
its Chairman, President or any Vice President and its Secretary or an Assistant
Secretary, without any further action by the Issuer. Such Additional Senior
Notes issued as either 4.80% Series B Notes or 6.05% Series B Notes may be
delivered to the Trustee to hold until a Registration Statement has been
declared effective by the SEC and the Exchange Offer has been consummated or a
resale has been effected under such Registration Statement, and the Trustee
shall thereupon authenticate and deliver said Senior Notes to or upon the
written order of the Issuer, signed by its Chairman, President or any Vice
President and its Secretary or an Assistant Secretary, without any further
action by the Issuer.

                                  ARTICLE VIII.

                                  MISCELLANEOUS

                  SECTION 8.1 Ratification of Indenture.

                  The Base Indenture, as supplemented by this Third Supplemental
Indenture, is in all respects ratified and confirmed, and this Third
Supplemental Indenture shall be deemed part of the Indenture in the manner and
to the extent herein and therein provided. The provisions of this Third
Supplemental Indenture shall supersede the provisions of the Indenture to the
extent the Indenture is inconsistent herewith.

                  SECTION 8.2 Trustee Not Responsible for Recitals.

                  The recitals herein contained are made by the Issuer and not
by the Trustee, and the Trustee assumes no responsibility for the correctness
thereof. The Trustee makes no representation as to the validity or sufficiency
of this Third Supplemental Indenture.

                  SECTION 8.3 Governing Law.

                  This Third Supplemental Indenture and each Senior Note shall
be deemed to be a contract made under the internal laws of the State of New
York, and for all purposes shall be construed in accordance with the laws of
said State.


                         THIRD SUPPLEMENTAL INDENTURE 40
<PAGE>

                  SECTION 8.4 Separability.

                  In case any one or more of the provisions contained in this
Third Supplemental Indenture or in the Senior Notes shall for any reason be held
to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this
Third Supplemental Indenture or of the Senior Notes, but this Third Supplemental
Indenture and the Senior Notes shall be construed as if such invalid or illegal
or unenforceable provision had never been contained herein or therein.

                  SECTION 8.5 Counterparts.

                  This Third Supplemental Indenture may be executed in any
number of counterparts each of which shall be an original; but such counterparts
shall together constitute but one and the same instrument.


                         THIRD SUPPLEMENTAL INDENTURE 41
<PAGE>

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

                                       PANHANDLE EASTERN PIPE LINE COMPANY, LLC,
                                       as Issuer

                                       By:  /s/ DAVID J. KVAPIL
                                           -------------------------------------
                                       Name: David J. Kvapil

                                       BANK ONE TRUST COMPANY, NATIONAL
                                       ASSOCIATION,
                                       as Trustee

                                       By:  /s/ RENEE JOHNSON
                                           -------------------------------------
                                       Name: Renee Johnson
                                       Title: Vice President


                         THIRD SUPPLEMENTAL INDENTURE 42