<PAGE>   1
                                                                     EXHIBIT 4.1



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


             THE SUBSIDIARIES NAMED HEREIN, as Subsidiary Guarantors

                                       and

                      THE CHASE MANHATTAN BANK, as Trustee



               8 1/2% Series A Senior Subordinated Notes due 2011
               8 1/2% Series B Senior Subordinated Notes due 2011



                                    INDENTURE




                            Dated as of May 17, 2001





<PAGE>   2



                             CROSS-REFERENCE TABLE*


<TABLE>
<CAPTION>
Trust Indenture
         Act Section                                                                               Indenture Section
--------------------                                                                               -----------------

<S>      <C>                                                                                       <C>
310      (a)(1)...................................................................                              7.10
         (a)(2)...................................................................                              7.10
         (a)(3)...................................................................                              N.A.
         (a)(4)...................................................................                              N.A.
         (a)(5)...................................................................                              7.10
         (b)......................................................................                              7.10
         (c)......................................................................                              N.A.
311      (a)......................................................................                              7.11
         (b)......................................................................                              7.11
         (c)......................................................................                              N.A.
312      (a)......................................................................                              2.05
         (b)......................................................................                             13.03
         (c)......................................................................                             13.03
313      (a)......................................................................                              7.06
         (b)(1)...................................................................                              N.A.
         (b)(2)...................................................................                              7.06
         (c)......................................................................                       7.06; 13.02
         (d)......................................................................                               7.6
314      (a)......................................................................                 4.03; 4.19; 13.02
         (b)......................................................................                              N.A.
         (c)(1)...................................................................                             13.04
         (c)(2)...................................................................                             13.04
         (c)(3)...................................................................                              N.A.
         (d)......................................................................                              N.A.
         (e)......................................................................                             13.05
         (f)......................................................................                              N.A.
315      (a)......................................................................                              7.01
         (b)......................................................................                       7.05, 13.02
         (c)......................................................................                              7.01
         (d)......................................................................                        7.01; 6.05
         (e)......................................................................                              6.11
316      (a) (last sentence)......................................................                              2.09
         (a)(1)(A)................................................................                              6.05
         (a)(1)(B)................................................................                              6.04
         (a)(2)...................................................................                              N.A.
         (b)......................................................................                              6.07
         (c)......................................................................                              2.12
317      (a)(1)...................................................................                              6.08
         (a)(2)...................................................................                              6.09
         (b)......................................................................                              2.04
318      (a)......................................................................                             13.01
         (b)......................................................................                              N.A.
         (c)......................................................................                             13.01
</TABLE>


----------
N.A. means not applicable.

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



                                        i

<PAGE>   3



                                TABLE OF CONTENTS


<TABLE>
<S>                                                                                                             <C>
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE..............................................................1

         SECTION  1.01.   DEFINITIONS.............................................................................1
         SECTION  1.02.   OTHER DEFINITIONS......................................................................23
         SECTION  1.03.   INCORPORATION  BY REFERENCE OF TRUST INDENTURE ACT.....................................24
         SECTION  1.04.   RULES OF CONSTRUCTION..................................................................24

ARTICLE 2 THE NOTES..............................................................................................25

         SECTION  2.01.   FORM AND DATING........................................................................25
         SECTION  2.02.   EXECUTION AND AUTHENTICATION...........................................................26
         SECTION  2.03.   REGISTRAR AND PAYING AGENT.............................................................26
         SECTION  2.04.   PAYING AGENT TO HOLD MONEY IN TRUST....................................................27
         SECTION  2.05.   HOLDER LISTS...........................................................................27
         SECTION  2.06.   TRANSFER AND EXCHANGE..................................................................27
         SECTION  2.07.   REPLACEMENT NOTES......................................................................39
         SECTION  2.08.   OUTSTANDING NOTES......................................................................39
         SECTION  2.09.   TREASURY NOTES.........................................................................40
         SECTION  2.10.   TEMPORARY NOTES........................................................................40
         SECTION  2.11.   CANCELLATION...........................................................................40
         SECTION  2.12.   DEFAULTED INTEREST.....................................................................40
         SECTION  2.13.   CUSIP NUMBERS..........................................................................41

ARTICLE 3 REDEMPTION AND PREPAYMENT..............................................................................41

         SECTION  3.01.   NOTICES TO TRUSTEE.....................................................................41
         SECTION  3.02.   SELECTION OF NOTES TO BE REDEEMED......................................................41
         SECTION  3.03.   NOTICE OF REDEMPTION...................................................................41
         SECTION  3.04.   EFFECT OF NOTICE OF REDEMPTION.........................................................42
         SECTION  3.05.   DEPOSIT OF REDEMPTION PRICE............................................................42
         SECTION  3.06.   NOTES REDEEMED IN PART.................................................................43
         SECTION  3.07.   OPTIONAL REDEMPTION....................................................................43
         SECTION  3.08.   MANDATORY REDEMPTION...................................................................43
         SECTION  3.09.   OFFER TO PURCHASE BY APPLICATION OF NET PROCEEDS.......................................43

ARTICLE 4 COVENANTS..............................................................................................45
         SECTION  4.01.   PAYMENT OF NOTES.......................................................................45
         SECTION  4.02.   MAINTENANCE OF OFFICE OR AGENCY........................................................45
         SECTION  4.03.   COMPLIANCE CERTIFICATE.................................................................46
         SECTION  4.04.   TAXES..................................................................................47
         SECTION  4.05.   STAY, EXTENSION AND USURY LAWS.........................................................47
         SECTION  4.06.   CHANGE OF CONTROL......................................................................47
         SECTION  4.07.   ASSET SALES............................................................................49
         SECTION  4.08.   RESTRICTED PAYMENTS....................................................................51
         SECTION  4.09.   INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF DISQUALIFIED EQUITY.........................53
         SECTION  4.10.   ANTI-LAYERING..........................................................................56
         SECTION  4.11.   LIENS..................................................................................56
         SECTION  4.12.   DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES.........................56
         SECTION  4.13.   TRANSACTIONS WITH AFFILIATES...........................................................58
</TABLE>



                                       ii


<PAGE>   4



<TABLE>
<S>                                                                                                             <C>
         SECTION  4.14.   ADDITIONAL SUBSIDIARY GUARANTEES.......................................................59
         SECTION  4.15.   DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES................................60
         SECTION  4.16.   BUSINESS ACTIVITIES....................................................................60
         SECTION  4.17.   SALE AND LEASEBACK TRANSACTIONS........................................................60
         SECTION  4.18.   PAYMENTS FOR CONSENT...................................................................61
         SECTION  4.19.   REPORTS................................................................................61
         SECTION  4.20.   SUSPENSION OF COVENANTS................................................................62

ARTICLE 5 SUCCESSORS.............................................................................................62

         SECTION  5.01.   MERGER, CONSOLIDATION, OR SALE OF ASSETS...............................................62
         SECTION  5.02.   SUCCESSOR ENTITY SUBSTITUTED...........................................................64

ARTICLE 6 DEFAULTS AND REMEDIES..................................................................................65

         SECTION  6.01.   EVENTS OF DEFAULT......................................................................65
         SECTION  6.02.   ACCELERATION...........................................................................66
         SECTION  6.03.   OTHER REMEDIES.........................................................................67
         SECTION  6.04.   WAIVER OF PAST DEFAULTS................................................................67
         SECTION  6.05.   CONTROL BY MAJORITY....................................................................67
         SECTION  6.06.   LIMITATION ON SUITS....................................................................67
         SECTION  6.07.   RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT..........................................68
         SECTION  6.08.   COLLECTION SUIT BY TRUSTEE.............................................................68
         SECTION  6.09.   TRUSTEE MAY FILE PROOFS OF CLAIM.......................................................68
         SECTION  6.10.   PRIORITIES.............................................................................68
         SECTION  6.11.   UNDERTAKING FOR COSTS..................................................................69

ARTICLE 7 TRUSTEE................................................................................................69

         SECTION  7.01.   DUTIES OF TRUSTEE......................................................................69
         SECTION  7.02.   RIGHTS OF TRUSTEE......................................................................70
         SECTION  7.03.   INDIVIDUAL RIGHTS OF TRUSTEE...........................................................71
         SECTION  7.04.   TRUSTEE'S DISCLAIMER...................................................................71
         SECTION  7.05.   NOTICE OF DEFAULTS.....................................................................72
         SECTION  7.06.   REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.............................................72
         SECTION  7.07.   COMPENSATION AND INDEMNITY.............................................................72
         SECTION  7.08.   REPLACEMENT OF TRUSTEE.................................................................73
         SECTION  7.09.   SUCCESSOR TRUSTEE BY MERGER, ETC.......................................................74
         SECTION  7.10.   ELIGIBILITY; DISQUALIFICATION..........................................................74
         SECTION  7.11.   PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUERS......................................74

ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE...............................................................74

         SECTION  8.01.   OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE...............................74
         SECTION  8.02.   LEGAL DEFEASANCE AND DISCHARGE.........................................................74
         SECTION  8.03.   COVENANT DEFEASANCE....................................................................75
         SECTION  8.04.   CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.............................................75
         SECTION  8.05.   DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;
                           OTHER MISCELLANEOUS PROVISIONS........................................................76
         SECTION  8.06.   REPAYMENT TO ISSUERS...................................................................77
         SECTION  8.07.   REINSTATEMENT..........................................................................77
</TABLE>


                                       iii

<PAGE>   5



<TABLE>
<S>                                                                                                             <C>
ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER.......................................................................77

         SECTION  9.01.   WITHOUT CONSENT OF HOLDERS OF NOTES....................................................77
         SECTION  9.02.   WITH CONSENT OF HOLDERS OF NOTES.......................................................78
         SECTION  9.03.   COMPLIANCE WITH TRUST INDENTURE ACT....................................................80
         SECTION  9.04.   REVOCATION AND EFFECT OF CONSENTS......................................................80
         SECTION  9.05.   NOTATION ON OR EXCHANGE OF NOTES.......................................................80
         SECTION  9.06.   TRUSTEE TO SIGN AMENDMENTS, ETC........................................................80
         SECTION  9.07.   EFFECT OF SUPPLEMENTAL INDENTURES......................................................80

ARTICLE 10 SUBORDINATION.........................................................................................81

         SECTION  10.01.   AGREEMENT TO SUBORDINATE..............................................................81
         SECTION  10.02.   LIQUIDATION; DISSOLUTION; BANKRUPTCY..................................................81
         SECTION  10.03.   DEFAULT ON DESIGNATED SENIOR DEBT.....................................................81
         SECTION  10.04.   ACCELERATION OF NOTES.................................................................82
         SECTION  10.05.   WHEN DISTRIBUTION MUST BE PAID OVER...................................................82
         SECTION  10.06.   NOTICE BY ISSUERS.....................................................................82
         SECTION  10.07.   SUBROGATION...........................................................................83
         SECTION  10.08.   RELATIVE RIGHTS.......................................................................83
         SECTION  10.09.   SUBORDINATION MAY NOT BE IMPAIRED BY ISSUERS..........................................83
         SECTION  10.10.   DISTRIBUTION OR NOTICE TO REPRESENTATIVE..............................................83
         SECTION  10.11.   RIGHTS OF TRUSTEE AND PAYING AGENT....................................................83
         SECTION  10.12.   AUTHORIZATION TO EFFECT SUBORDINATION.................................................84
         SECTION  10.13.   AMENDMENTS............................................................................84

ARTICLE 11 GUARANTEES............................................................................................84

         SECTION  11.01.   GUARANTEES............................................................................84
         SECTION  11.02.   LIMITATION OF GUARANTOR'S LIABILITY...................................................85
         SECTION  11.03.   EXECUTION AND DELIVERY OF GUARANTEES..................................................85
         SECTION  11.04.   SUBSIDIARY GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.........................86
         SECTION  11.05.   RELEASES..............................................................................86
         SECTION  11.06.   "TRUSTEE" TO INCLUDE PAYING AGENT.....................................................87
         SECTION  11.07.   SUBORDINATION OF GUARANTEES...........................................................87

ARTICLE 12 SATISFACTION AND DISCHARGE............................................................................87

         SECTION  12.01.   SATISFACTION AND DISCHARGE............................................................87
         SECTION  12.02.   APPLICATION OF TRUST..................................................................88
         SECTION  12.03.   REPAYMENT OF THE ISSUERS..............................................................88
         SECTION  12.04.   REINSTATEMENT.........................................................................89

ARTICLE 13 MISCELLANEOUS.........................................................................................89

         SECTION  13.01.   TRUST INDENTURE ACT CONTROLS..........................................................89
         SECTION  13.02.   NOTICES...............................................................................89
         SECTION  13.03.   COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.........................90
         SECTION  13.04.   CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT....................................90
         SECTION  13.05.   STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.........................................91
         SECTION  13.06.   RULES BY TRUSTEE AND AGENTS...........................................................91
</TABLE>


                                       iv

<PAGE>   6



<TABLE>
<S>                                                                                                              <C>
         SECTION  13.07.   NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, PARTNERS,
                             EMPLOYEES, INCORPORATORS, STOCKHOLDERS AND MEMBERS..................................92
         SECTION  13.08.   GOVERNING LAW.........................................................................92
         SECTION  13.09.   NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.........................................92
         SECTION  13.10.   SUCCESSORS............................................................................92
         SECTION  13.11.   SEVERABILITY..........................................................................92
         SECTION  13.12.   COUNTERPART ORIGINALS.................................................................92
         SECTION  13.13.   TABLE OF CONTENTS, HEADINGS, ETC......................................................92
</TABLE>


Schedule A - Schedule of Subsidiary Guarantors


                                    EXHIBITS

Exhibit A-1       FORM OF NOTE

Exhibit A-2       FORM OF REGULATION S TEMPORARY GLOBAL NOTES

Exhibit B         FORM OF CERTIFICATE OF TRANSFER

Exhibit C         FORM OF CERTIFICATE OF EXCHANGE

Exhibit D         FORM OF GUARANTEE NOTATION





                                        v

<PAGE>   7



         INDENTURE dated as of May 17, 2011 among El Paso Energy Partners, L.P.,
a Delaware limited partnership (the "Partnership"), El Paso Energy Partners
Finance Corporation, a Delaware corporation, ("El Paso Finance," and
collectively with the Partnership, the "Issuers"), the Subsidiary Guarantors (as
defined herein) listed on Schedule A hereto, and The Chase Manhattan Bank, a New
York state banking corporation, as trustee (the "Trustee").

         The Issuers, the Subsidiary Guarantors, and the Trustee agree as
follows for the benefit of each other and for the equal and ratable benefit of
the Holders of the 8 1/2% Series A Senior Subordinated Notes due 2011 (the
"Series A Notes") and the 8 1/2% Series B Senior Subordinated Notes due 2011
(the "Exchange Notes" and, together with the Series A Notes, the "Notes"):

                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION  1.01.   DEFINITIONS.

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

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

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

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

         "Argo" means Argo, L.L.C., a Delaware limited liability company and a
subsidiary of the Partnership.

         "Argo I" means Argo I, L.L.C., a Delaware limited liability company and
a subsidiary of the Partnership.

         "Asset Sale" means, (i) the sale, lease, conveyance or other
disposition of any assets or rights, other than sales of inventory in the
ordinary course of business consistent with past practices; provided that the
sale, lease, conveyance or other disposition of all or substantially all of the
assets of the Partnership or the



                                       1
<PAGE>   8



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

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

         "Available Cash" has the meaning assigned to such term in the
Partnership Agreement, as in effect on the date of this Indenture.

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

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

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

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

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

         "Cash Equivalent" means:

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

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

                  (iii) certificates of deposit, time deposits and eurodollar
         time deposits with maturities of one year or less from the date of
         acquisition, bankers' acceptances with maturities not exceeding



                                        2

<PAGE>   9



         365 days, demand and overnight bank deposits and other similar types of
         investments routinely offered by commercial banks, in each case with
         any domestic commercial bank, that is a member of the Federal Reserve
         System and has a combined capital and surplus of not less than $500
         million and a Thompson Bank Watch Rating of "B" or better or any
         commercial bank of any other country that is a member of the
         Organization for Economic Cooperation and Development ("OECD") and has
         total assets in excess of $500 million;

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

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

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

         "Cash from Operations" shall have the meaning assigned to such term in
the Partnership Agreement, as in effect on the date of this Indenture.

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

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

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

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

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

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

         "Clearstream" means Clearstream Banking, societe anonyme.


                                        3

<PAGE>   10



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

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

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

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

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

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

                  (v) depreciation, depletion and amortization (including
         amortization of goodwill and other intangibles but excluding
         amortization of prepaid cash expenses that were paid in a prior period)
         and other non-cash expenses (excluding any such non-cash expense to the
         extent that it represents an accrual of or reserve for cash expenses in
         any future period or amortization of a prepaid cash expense that was
         paid in a prior period) of such Person and its Restricted Subsidiaries
         for such period to the extent that such depreciation, amortization and
         other non-cash expenses were deducted in computing such Consolidated
         Net Income (excluding any such expenses to the extent incurred by a
         Person that is neither an Issuer nor a Restricted Subsidiary); minus
         (vi) non-cash items increasing such Consolidated Net Income for such
         period, other than items that were accrued in the ordinary course of
         business, in each case, on a consolidated basis and determined in
         accordance with GAAP.

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

         "Consolidated Net Income" means, with respect to any specified Person
for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis,


                                        4

<PAGE>   11



determined in accordance with GAAP; provided that: (i) the aggregate Net Income
(but not net loss in excess of such aggregate Net Income) of all Persons that
are Unrestricted Subsidiaries shall be excluded (without duplication); (ii) the
earnings included therein attributable to all Persons that are accounted for by
the equity method of accounting and the aggregate Net Income (but not net loss
in excess of such aggregate Net Income) included therein attributable to all
entities constituting Joint Ventures that are accounted for on a consolidated
basis (rather than by the equity method of accounting) shall be excluded; (iii)
the Net Income of any Restricted Subsidiary shall be excluded to the extent that
the declaration or payment of dividends or similar distributions by that
Restricted Subsidiary of that Net Income is not at the date of determination
permitted without any prior governmental approval (that has not been obtained)
or, directly or indirectly, by operation of the terms of its charter or any
agreement (other than this Indenture, the Notes or any Guarantee), instrument,
judgment, decree, order, statute, rule or governmental regulation applicable to
that Restricted Subsidiary or its stockholders; (iv) the Net Income of any
Person acquired in a pooling of interests transaction for any period prior to
the date of such acquisition shall be excluded; and (v) the cumulative effect of
a change in accounting principles shall be excluded.

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

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

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

         "Deepwater Holdings" means Deepwater Holdings, L.L.C., a Delaware
limited liability company.

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

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

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

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


                                        5

<PAGE>   12



         "Disqualified Equity" means any Equity Interests that, by its terms (or
by the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof), or upon the
occurrence of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the Holder
thereof, in whole or in part, on or prior to the date on which the Notes mature.
Notwithstanding the preceding sentence, any Equity Interests that would
constitute Disqualified Equity solely because the holders thereof have the right
to require the Partnership or any of its Restricted Subsidiaries or El Paso
Finance to repurchase such Equity Interests upon the occurrence of a change of
control or an asset sale shall not constitute Disqualified Equity if the terms
of such Equity Interests provide that such Equity Interests shall not be
repurchased or redeemed pursuant to such provisions unless such repurchase or
redemption is conditioned upon, and subject to, compliance with Section 4.08
hereof.

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

         "East Breaks" means East Breaks Gathering Company, L.L.C., a Delaware
limited liability company.

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

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

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

         "Equity Interests" means:

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

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

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

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

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

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

         "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear system.


                                        6

<PAGE>   13



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

         "Exchange Notes" means the 8 1/2% Series B Senior Subordinated Notes
due 2011, having terms substantially identical to the Series A Notes, offered to
the Holders of the Series A Notes under the Exchange Offer Registration
Statement.

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

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

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

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

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

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

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

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


                                        7

<PAGE>   14



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

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

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

                  (A) the sum of:

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

                           (ii) the consolidated interest expense of such Person
                  and its Restricted Subsidiaries that was capitalized during
                  such period (excluding for purposes of this clause (ii) any
                  such consolidated interest included therein that is
                  attributable to Indebtedness of a Person that is not a
                  Restricted Subsidiary); plus

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

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

                  (B) to the extent included in clause (A) above, amortization
         or write-off of deferred financing costs of such Person and its
         Restricted Subsidiaries during such period and any charge related to,
         or any premium or penalty paid in connection with, incurring any such
         Indebtedness of such Person and its Restricted Subsidiaries prior to
         its Stated Maturity. In the case of both clauses (A) and (B) of this
         definition, such amounts will be determined after elimination of
         intercompany accounts among such Person and its Restricted Subsidiaries
         and in accordance with GAAP.

                                        8

<PAGE>   15



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

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

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

         "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, in the form of
Exhibit A-1 hereto issued in accordance with Section 2.01, 2.06(b), 2.06(d) or
2.06(f) hereof.

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

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

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

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


                                        9

<PAGE>   16



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

         "Hedging Obligations" means, with respect to any Person, the net
obligations (not the notional amount) of such Person under interest rate and
commodity price swap agreements, interest rate and commodity price cap
agreements, interest rate and commodity price collar agreements and foreign
currency and commodity price exchange agreements, options or futures contracts
or other similar agreements or arrangements or hydrocarbon hedging contracts and
hydrocarbon forward sales contracts, in each case designed to protect such
Person against fluctuations in interest rates, foreign exchange rates, or the
commodities prices.

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

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

                  (i) borrowed money;

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

                  (iii) banker's acceptances;

                  (iv) representing Capital Lease Obligations;

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

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

                  (vii) representing Disqualified Equity; or

                  (viii) representing any Hedging Obligations other than to (in
         the ordinary course of business and consistent with prior practice)
         hedge risk exposure in the operations, ownership of assets or the
         management of liabilities of such Person or its Restricted
         Subsidiaries; if and to the extent any of the preceding item (other
         than letters of credit and Hedging Obligations) would appear as a
         liability upon a balance sheet of the specified Person prepared in
         accordance with GAAP.

In addition, the term "Indebtedness" includes all Indebtedness of others secured
by a Lien on any asset of the specified Person (whether or not such Indebtedness
is assumed by the specified Person) and, to the extent not otherwise included,
the guarantee by such Person of any indebtedness of any other Person, provided
that a guarantee otherwise permitted by this Indenture to be incurred by the
Partnership or any of its Restricted Subsidiaries of Indebtedness incurred by
the Partnership or a Restricted Subsidiary in compliance with the terms of this
Indenture shall not constitute a separate incurrence of Indebtedness.

         The amount of any Indebtedness outstanding as of any date shall be: (i)
the accreted value thereof, in the case of any Indebtedness issued with original
issue discount; and (ii) the principal amount thereof, together with any
interest thereon that is more than 30 days past due, in the case of any other
Indebtedness.

                                       10

<PAGE>   17



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

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

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

         "Initial Purchasers" means Credit Suisse First Boston Corporation,
Goldman, Sachs & Co. and J.P. Morgan Securities Inc.

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

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

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

         "Investments" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including guarantees of Indebtedness or other obligations),
advances (other than advances to customers in the ordinary course of business
that are recorded as accounts receivable on the balance sheet of the lender and
commission, moving, travel and similar advances to officers and employees made
in the ordinary course of business) or capital contributions, purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that would be classified as investments on a
balance sheet prepared in accordance with GAAP. For purposes of the definition
of "Unrestricted Subsidiary," the definition of "Restricted Payment" and the
covenant in Section 4.08, (i) the term "Investment" shall include the portion
(proportionate to the Partnership's Equity Interest in such Subsidiary) of the
fair market value of the net assets of any Subsidiary of the Partnership or any
of its Restricted Subsidiaries at the time that such Subsidiary is designated an
Unrestricted Subsidiary; provided, however, that upon a redesignation of such
Subsidiary as a Restricted Subsidiary, the Partnership or such Restricted
Subsidiary shall be deemed to continue to have a permanent "Investment" in such
Subsidiary at the time of such redesignation equal to the amount thereof as
determined immediately prior to redesignation less the portion (proportionate to
the Partnership's or such Restricted Subsidiary's Equity Interest in such
Subsidiary) of the fair market value of the net assets of such Subsidiary at the
time of such redesignation, and (ii) any property transferred to or from an
Unrestricted Subsidiary shall be valued at its fair market value at the time of
such transfer, in each case as determined in good faith by the Board of
Directors of the General Partner. If the Partnership or any Restricted
Subsidiary of the Partnership sells or otherwise disposes of any Equity
Interests of any direct or indirect Restricted Subsidiary of the

                                       11

<PAGE>   18



Partnership such that, after giving effect to any such sale or disposition, such
Person is no longer a Restricted Subsidiary of the Partnership, the Partnership
shall be deemed to have made an Investment on the date of any such sale or
disposition equal to the fair market value of the Equity Interests of such
Restricted Subsidiary not sold or disposed of in an amount determined as
provided in Section 4.08(b).

         "Issue Date" means May 17, 2001.

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

         "Joint Venture" shall have the meaning assigned to such term in the
definition of "Permitted Business Investments" set forth in this Section 1.01.
The term "Joint Venture" shall initially include Poseidon Oil Pipeline Company,
L.L.C. and Deepwater Holdings and its Subsidiaries.

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

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

         "Lien" means, with respect to any asset, any mortgage, lien (statutory
or otherwise), pledge, charge, security interest, hypothecation, assignment for
security, claim, preference, priority or encumbrance of any kind in respect of
such asset, whether or not filed, recorded or otherwise perfected under
applicable law, including any conditional sale or other title retention
agreement or any lease in the nature thereof, any option or other agreement to
grant a security interest in and any filing of or agreement to give any
financing statement under the Uniform Commercial Code (or equivalent statute) of
any jurisdiction.

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

         "Management Agreement" means the First Amended and Restated Management
Agreement, dated as of June 27, 1994, between DeepTech International, Inc., a
Delaware corporation, and the General Partner, as amended and in effect on the
Issue Date.

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

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

         "Net Proceeds" means, with respect to any Asset Sale or sale of Equity
Interests, the aggregate cash proceeds received by the Partnership or any of its
Restricted Subsidiaries in respect of any Asset Sale or sale of Equity Interests
(including, without limitation, any cash received upon the sale or other
disposition of any

                                       12

<PAGE>   19



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

         "Non-Recourse Debt" means Indebtedness:

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

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

                  (iii) the lenders have been notified in writing that they will
         not have any recourse to the stock or assets of the Partnership or any
         of its Restricted Subsidiaries,

provided that in no event shall Indebtedness of any Person which is not a
Restricted Subsidiary fail to be Non-Recourse Debt solely as a result of any
default provisions contained in a guarantee thereof by the Partnership or any of
its Restricted Subsidiaries provided that the Partnership or such Restricted
Subsidiary was otherwise permitted to incur such guarantee pursuant to this
Indenture.

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

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

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

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

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

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


                                       13

<PAGE>   20



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

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

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

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

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

         "Partnership Credit Facility" means the Fifth Amended and Restated
Credit Agreement dated as of March 23, 1995, as amended and restated through May
16, 2001, among the Partnership, El Paso Finance, the Subsidiary Guarantors and
the lenders from time to time party thereto and The Chase Manhattan Bank, as
administrative agent, including any deferrals, renewals, extensions,
replacements, refinancings or refundings thereof, and any amendments,
modifications or supplements thereto and any agreement providing therefor
(including any restatement thereof and any increases in the amount of
commitments thereunder), whether by or with the same or any other lenders,
creditors, group of lenders or group of creditors and including related notes,
guarantees, collateral security documents and other instruments and agreements
executed in connection therewith.

         "Permitted Business" means:

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

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

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

         "Permitted Business Investments" means Investments by the Partnership
or any of its Restricted Subsidiaries in any Unrestricted Subsidiary of the
Partnership or in any Person that does not constitute a direct or indirect
Subsidiary of the Partnership (a "Joint Venture"), provided that (i) either (a)
at the time of such Investment and immediately thereafter, the Partnership could
incur $1.00 of additional Indebtedness under Section 4.09(a) or (b) such
investment is made with the proceeds of Incremental Funds; (ii) if such



                                       14

<PAGE>   21



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

         "Permitted Investments" means:

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

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

                  (iii) any Investment in cash or Cash Equivalents;

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

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

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

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

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

                  (ix) any Investment in Hedging Obligations;



                                       15

<PAGE>   22



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

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

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

         "Permitted Junior Securities" means (i) nonmandatorily redeemable
Equity Interests in the Partnership or any Subsidiary Guarantor, as reorganized
or adjusted, or (ii) debt securities of the Partnership or any Subsidiary
Guarantor as reorganized or readjusted that are subordinated to all Senior Debt
and Guarantor Senior Debt and any debt securities issued in exchange for Senior
Debt and Guarantor Senior Debt to substantially the same extent as, or to a
greater extent than, the Notes and the Guarantees are subordinated to Senior
Debt and Guarantor Senior Debt pursuant to Article 10 and Article 11 of this
Indenture, provided that the rights of the holders of Senior Debt and Guarantor
Senior Debt under the Partnership Credit Facility are not altered or impaired by
such reorganization or readjustment.

         "Permitted Liens" means,

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

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

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

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

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

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



                                       16

<PAGE>   23



         Board of Directors of the General Partner) of such acquisition,
         construction or improvement of such asset or property, and (D) are
         limited to the asset or property so acquired, constructed or improved
         (including proceeds thereof and accretions and upgrades thereof);

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

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

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

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

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

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

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

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

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

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

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

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

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

                  (xx) Liens arising under operating agreements, joint venture
         agreements, partnership agreements, oil and gas leases, farmout
         agreements, division orders, contracts for sale, transportation



                                       17

<PAGE>   24



         or exchange of oil and natural gas, unitization and pooling
         declarations and agreements, area of mutual interest agreements and
         other agreements arising in the ordinary course of the Partnership's or
         any Restricted Subsidiary's business that are customary in the
         Permitted Businesses;

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

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

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

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

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

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

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

         "Permitted Refinancing Indebtedness" means any Indebtedness of the
Partnership or any of its Restricted Subsidiaries issued in exchange for, or the
net proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Partnership or any of its Restricted
Subsidiaries (other than intercompany Indebtedness); provided that: (i) the
principal amount (or accreted value, if applicable) of such Permitted
Refinancing Indebtedness does not exceed the principal amount of (or accreted
value, if applicable), plus accrued interest on the Indebtedness so extended,
refinanced, renewed, replaced, defeased or refunded (plus the amount of
necessary fees and expenses incurred in connection therewith and any premiums
paid on the Indebtedness so extended, refinanced, renewed or replaced); (ii)
such Permitted Refinancing Indebtedness has a final maturity date no earlier
than the final maturity date of, and has a Weighted Average Life to Maturity
equal to or greater than the Weighted Average Life to Maturity of, the
Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded; (iii) if the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded is subordinated in right of payment to the Notes
or the Guarantees, such Permitted Refinancing Indebtedness has a final maturity
date later than the final maturity date of, and is subordinated in right of
payment to, the Notes or the Guarantees, as the case may be, on terms at least
as favorable to the Holders of Notes as those contained in the documentation
governing the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded; and (iv) such Indebtedness is incurred either by the
Partnership or by the Restricted Subsidiary who is the obligor on the
Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded.


                                       18

<PAGE>   25



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

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

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

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

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

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

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

         "Regulation S Global Note" means a Regulation S Temporary Global Note
or Regulation S Permanent Global Note, as appropriate.

         "Regulation S Permanent Global Note" means a permanent global Note in
the form of Exhibit A-1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
principal amount of the Regulation S Temporary Global Note upon expiration of
the Distribution Compliance Period.

         "Regulation S Temporary Global Note" means a temporary Global Note in
the form of Exhibit A-2 hereto bearing the Global Note Legend and the Private
Placement Legend and that has the "Schedule of Exchange of Interests in the
Global Note" attached thereto and deposited with or on behalf of and registered
in the name of the Depositary or its nominee, issued in a denomination equal to
the outstanding principal amount of the Notes initially sold in reliance on Rule
903 of Regulation S.

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

         "Responsible Officer," when used with respect to the Trustee, means any
officer with direct responsibility for the administration of this Indenture
within the corporate trust department of the Trustee (or any successor group of
the Trustee) or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

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

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



                                       19

<PAGE>   26



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

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

         "Restricted Subsidiary" of a Person means any Subsidiary of the
referenced Person that is not an Unrestricted Subsidiary, provided that none of
Deepwater Holdings or any of its Subsidiaries, as the case may be, shall
constitute a Restricted Subsidiary for purposes of this Indenture (even if such
Person is then a Subsidiary of the Partnership), until such time as the Board of
Directors of the General Partner designates Deepwater Holdings or any of its
Subsidiaries, as the case may be, as a Restricted Subsidiary in a manner
consistent with the designation of an Unrestricted Subsidiary as a Restricted
Subsidiary, as described in Section 4.15. Notwithstanding anything in this
Indenture to the contrary, El Paso Finance shall constitute a Restricted
Subsidiary of the Partnership.

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

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

         "Rule 144A Global Note" means the Global Note in the form of Exhibit
A-1 hereto bearing the Global Note Legend and the Private Placement Legend and
that has the "Schedule of Exchange of Interests in the Global Note" attached
thereto and deposited with and registered in the name of the Depositary or its
nominee that will be issued in a denomination equal to the outstanding principal
amount of the Notes sold in reliance on Rule 144A.

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

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

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

         "SEC" means the Securities and Exchange Commission.

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

         "Senior Debt" means,

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

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

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

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

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



                                       20

<PAGE>   27



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

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

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

                  (e) any trade payables; or

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

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

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

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

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

         "Subsidiary" means, with respect to any Person: (i) any corporation,
association or other business entity of which more than 50% of the total Voting
Stock is at the time owned or controlled, directly or indirectly, by such Person
or one or more of the other Subsidiaries of that Person (or a combination
thereof); and (ii) any partnership (whether general or limited), limited
liability company or joint venture (a) the sole general partner or the managing
general partner or managing member of which is such Person or a Subsidiary of
such Person or (b) if there are more than a single general partner or member
either (i) the only general partners or managing members of such Person are such
Person or of one or more Subsidiaries of such Person (or any combination
thereof) or (ii) such Person owns or controls, directly or indirectly, a
majority of the outstanding general partner interests, member interests or other
Voting Stock of such partnership, limited liability company or joint venture,
respectively; provided, however, that each of Deepwater Holdings and its
Subsidiaries shall be deemed not to be a Subsidiary of the Partnership or any of
its Subsidiaries unless, and to the extent, any of Deepwater Holdings or any of
its Subsidiaries is redesignated as a Restricted Subsidiary of the Partnership
in accordance with the terms of this Indenture.

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

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

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



                                       21

<PAGE>   28



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

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

         "Unrestricted Global Note" means a permanent global Note in the form of
Exhibit A-1 attached hereto that bears the Global Note Legend and that has the
"Schedule of Exchanges of Interests in the Global Note" attached thereto, and
that is deposited with or on behalf of and registered in the name of the
Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

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

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

         "U.S. Government Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged; (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case under
clauses (i) or (ii) above, are not callable or redeemable at the option of the
issuers thereof; or (iii) depository receipts issued by a bank or trust company
as custodian with respect to any such



                                       22

<PAGE>   29



U.S. Government Obligations or a specific payment of interest on or principal of
any such U.S. Government Obligation held by such custodian for the account of
the holder of a Depository receipt, provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such Depository receipt from any amount received by the
custodian in respect of the U.S. Government Obligation evidenced by such
Depository receipt.

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

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

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

SECTION  1.02.   OTHER DEFINITIONS.


<TABLE>
<CAPTION>
Term                                                   Defined in Section
----                                                   ------------------
<S>                                                    <C>
"Affiliate Transaction"..............................  4.13
"Asset Sale Offer"...................................  3.09
"Calculation Date"...................................  1.01 (definition of Fixed Charge Coverage Ratio)
"Change of Control Offer"............................  4.06
"Change of Control Payment"..........................  4.06
"Change of Control Payment Date".....................  4.06
"Covenant Defeasance"................................  8.03
"DTC"................................................  2.03
"Event of Default"...................................  6.01
"Excess Proceeds"....................................  4.07(c)
"Incremental Funds"..................................  4.08(a)
"incur"..............................................  4.09
"Legal Defeasance"...................................  8.02
"Offer Amount".......................................  3.09
"Offer Period".......................................  3.09
</TABLE>



                                       23

<PAGE>   30

<TABLE>
<CAPTION>
Term                                                   Defined in Section
----                                                   ------------------
<S>                                                    <C>
"Paying Agent".....................................    2.03
"Payment Blockage Notice"..........................    10.03
"Payment Default"..................................    6.01(e)
"Permitted Debt"...................................    4.09(b)
"Purchase Date"....................................    3.09
"Registrar"........................................    2.03
"Reinstatement Date"...............................    4.20
"Restricted Payment"...............................    4.08
"Suspended Covenants"..............................    4.20
</TABLE>

SECTION  1.03.   INCORPORATION  BY REFERENCE OF TRUST INDENTURE ACT.

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

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

         "indenture securities" means the Notes and the Guarantees;

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

         "indenture to be qualified" means this Indenture;

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

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

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

SECTION  1.04.   RULES OF CONSTRUCTION.

         Unless the context otherwise requires:

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

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

         (iii) "or" is not exclusive;

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



                                       24


<PAGE>   31



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

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

                                    ARTICLE 2
                                    THE NOTES

SECTION  2.01.   FORM AND DATING.

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

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

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

         Notes offered and sold in reliance on Regulation S shall be issued
initially in the form of the Regulation S Temporary Global Note (accompanied by
a notation of the Note Guarantees duly endorsed by the Guarantors), which shall
be deposited on behalf of the purchasers of the Notes represented thereby with
the Trustee, at its 1201 Main Street, 18th Floor, Dallas, Texas 75202 office, as
custodian for the Depositary, and registered in the name of the Depositary or
the nominee of the Depositary for the accounts of designated agents holding on
behalf of Euroclear or Clearstream, duly executed by the Issuers and
authenticated by the Trustee as hereinafter provided. The Distribution
Compliance Period shall be terminated upon the receipt by the Trustee of (i) a
written certificate from the Depositary, together with copies of certificates
from Euroclear and Clearstream certifying that they have received certification
of non-United States beneficial ownership of 100% of the aggregate principal
amount of the Regulation S Temporary Global Note (except to the extent of any
beneficial owners thereof who acquired an interest therein during the
Distribution Compliance Period pursuant to another exemption from registration
under the Securities Act and who will take delivery of a beneficial ownership
interest in a 144A Global Note or a Restricted Global Note bearing a Private
Placement Legend, all as contemplated by Section 2.06(a)(ii) hereof), and (ii)
an Officers' Certificate from the General Partner. Following the termination of
the Distribution Compliance Period, beneficial interests in the Regulation S
Temporary Global Note shall be exchanged for beneficial interests in Regulation
S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously
with the



                                       25

<PAGE>   32



authentication of Regulation S Permanent Global Notes, the Trustee shall cancel
the Regulation S Temporary Global Note. The aggregate principal amount of the
Regulation S Temporary Global Note and the Regulation S Permanent Global Notes
may from time to time be increased or decreased by adjustments made on the
records of the Trustee and the Depositary or its nominee, as the case may be, in
connection with transfers of interest as hereinafter provided.

SECTION  2.02.   EXECUTION AND AUTHENTICATION.

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

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

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

         The Trustee shall, upon a written order of the Partnership and El Paso
Finance signed by two Officers of the Partnership and two Officers of El Paso
Finance, authenticate (i) $250,000,000 aggregate principal amount of Notes, with
the Guarantees endorsed thereon, for original issue on the Issue Date and (ii)
any amount of additional Notes specified by the Issuers, in each case, upon a
written order of the Partnership and El Paso Finance signed by two Officers of
the Partnership and two Officers of El Paso Finance. Such order shall specify
(a) the amount of the Notes of each series to be authenticated and the date of
original issue thereof, and (b) whether the Notes are Series A Notes or Exchange
Notes. The aggregate principal amount of Notes of any series outstanding at any
time may not exceed the aggregate principal amount of Notes of such series
authorized for issuance by the Issuers pursuant to one or more written orders of
the Issuers, except as provided in Section 2.07 hereof. Subject to the
foregoing, the aggregate principal amount of Notes of any series that may be
issued under this Indenture shall not be limited.

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

SECTION  2.03.   REGISTRAR AND PAYING AGENT.

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

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


                                       26

<PAGE>   33



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

SECTION  2.04.   PAYING AGENT TO HOLD MONEY IN TRUST.

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

SECTION  2.05.   HOLDER LISTS.

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

SECTION  2.06.   TRANSFER AND EXCHANGE.

         (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes may be exchanged by
the Issuers for Certificated Notes if (i) the Issuers deliver to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Issuers within 90 days after the date of such notice from the Depositary or (ii)
the Issuers in their sole discretion determine that the Global Notes (in whole
but not in part) should be exchanged for Certificated Notes and deliver a
written notice to such effect to the Trustee; provided that in no event shall
the Regulation S Temporary Global Note be exchanged by the Issuers for
Certificated Notes prior to (x) the expiration of the Distribution Compliance
Period and (y) the receipt by the Registrar of any certificates required
pursuant to Rule 903 under the Securities Act. If a Default or an Event of
Default occurs and is continuing, the Issuers shall, at the request of the
Holder thereof, exchange all or part of a Global Note that is a Restricted
Global Note or an Unrestricted Global Note, as the case may be, for one or more
Certificated Notes representing Series A Notes or Exchange Notes, as the case
may be; provided that the principal amount of each of such Certificated Notes,
and such Global Note, after such exchange, shall be $1,000 or an integral
multiple thereof. Whenever a Global Note is exchanged as a whole for one or more
Certificated Notes, it shall be surrendered by the Holder thereof to the Trustee
for cancellation. Whenever a Global Note is exchanged in part for one or more
Certificated Notes, it shall be surrendered by the Holder thereof to the Trustee
and the Trustee shall make the appropriate notations to the Schedule of
Exchanges of Interests in the Global Notes attached thereto pursuant to Section
2.01 hereof. All Certificated Notes issued in exchange for a Global Note or any
portion thereof shall be registered in such names, and delivered, as the
Depositary shall instruct the Trustee. Global Notes also may be exchanged or
replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof.
Every Note






                                       27
<PAGE>   34
authenticated and delivered in exchange for, or in lieu of, a Global Note or
any portion thereof, pursuant to Section 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not be exchanged for another Note other than as provided in this
Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

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

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

                  (ii) All Other Transfers and Exchanges of Beneficial Interests
         in Global Notes. In connection with all transfers and exchanges of
         beneficial interests (other than a transfer of a beneficial interest in
         a Global Note to a Person who takes delivery thereof in the form of a
         beneficial interest in the same Global Note), the transferor of such
         beneficial interest must deliver to the Registrar either (A) (i) a
         written order from a Participant or an Indirect Participant given to
         the Depositary in accordance with the Applicable Procedures directing
         the Depositary to credit or cause to be credited a beneficial interest
         in another Global Note in an amount equal to the beneficial interest to
         be transferred or exchanged and (ii) instructions given in accordance
         with the Applicable Procedures containing information regarding the
         Participant account to be credited with such increase or (B) (i) a
         written order from a Participant or an Indirect Participant given to
         the Depositary in accordance with the Applicable Procedures directing
         the Depositary to cause to be issued a Certificated Note in an amount
         equal to the beneficial interest to be transferred or exchanged and
         (ii) instructions given by the Depositary to the Registrar containing
         information regarding the Person in whose name such Certificated Note
         shall be registered to effect the transfer or exchange referred to in
         (i) above; provided that in no event shall Certificated Notes be issued
         upon the transfer or exchange of beneficial interests in the Regulation
         S Temporary Global Note prior to (x) the expiration of the Distribution
         Compliance Period and (y) the receipt by the Registrar of any
         certificates required pursuant to Rule 903 under the Securities Act.
         Upon an Exchange Offer by the Issuers in accordance with Section
         2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be
         deemed to have been satisfied upon receipt by the Registrar of the
         instructions contained in the Letter of Transmittal delivered by the
         Holder of such beneficial interests in the Restricted Global Notes.
         Upon satisfaction of all of the requirements for transfer or exchange
         of beneficial interests in Global Notes contained in this Indenture,
         the Notes and otherwise applicable under the Securities Act, the
         Trustee shall adjust the principal amount of the relevant Global
         Note(s) pursuant to Section 2.06(h) hereof.


                                       28

<PAGE>   35



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

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

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

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

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

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

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

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

                           (D) the Registrar receives the following:

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

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




                                       29
<PAGE>   36
                                    (iii) in each such case set forth in this
                           subparagraph (D), an opinion of counsel in form
                           reasonably acceptable to the Registrar to the effect
                           that such exchange or transfer is in compliance with
                           the Securities Act and that the restrictions on
                           transfer contained herein and in the Private
                           Placement Legend are not required in order to
                           maintain compliance with the Securities Act.

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

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

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

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

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

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

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

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

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

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


                                       30
<PAGE>   37
                           (G) if such beneficial interest is being transferred
                  pursuant to an effective registration statement under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (3)(c)
                  thereof;

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

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

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

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

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

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

                           (D) the Registrar receives the following:

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

                                    (ii) if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery

                                       31
<PAGE>   38
                           thereof in the form of a Certificated Note that does
                           not bear the Private Placement Legend, a certificate
                           from such holder in the form of Exhibit B hereto,
                           including the certifications in item (4) thereof; and

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

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

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

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

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

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

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

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



                                       32
<PAGE>   39

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

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

                           (G) if such Certificated Note is being transferred
                  pursuant to an effective registration statement under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (3)(c)
                  thereof;

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

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

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

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

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

                           (D) the Registrar receives the following:

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

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

                                    (iii) in each such case set forth in this
                           subparagraph (D), an opinion of counsel in form
                           reasonably acceptable to the Issuers to the effect
                           that such exchange
                                       33
<PAGE>   40
                           or transfer is in compliance with the Securities Act,
                           that the restrictions on transfer contained herein
                           and in the Private Placement Legend are not required
                           in order to maintain compliance with the Securities
                           Act, and such Certificated Notes are being exchanged
                           or transferred in compliance with any applicable blue
                           sky securities laws of any State of the United
                           States.

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

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

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

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

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

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

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

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

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


                                       34
<PAGE>   41

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

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

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

                           (D) the Registrar receives the following:

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

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

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

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

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


                                       35
<PAGE>   42
Trustee shall authenticate and deliver to the Persons designated by the Holders
of Certificated Notes so accepted Certificated Notes in the appropriate
principal amount.

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

                  (i)  Private Placement Legend.

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

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

                  THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUERS
                  OF THIS NOTE THAT: (A) THIS NOTE MAY BE OFFERED, RESOLD,
                  PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO EL PASO
                  PARTNERS, L.P., EL PASO ENERGY PARTNERS FINANCE CORPORATION,
                  OR ANY SUBSIDIARY OF EL PASO ENERGY PARTNERS, L.P., (II) IN
                  THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY
                  BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
                  RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING
                  THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES
                  IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER
                  THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM
                  REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
                  THEREUNDER (IF AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE
                  REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF
                  CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE
                  SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE
                  HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
                  ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS
                  REFERRED TO IN (A) ABOVE."

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

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

                  "UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
                  NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED
                  EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
                  DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
                  OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR
                  ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY

                                       36
<PAGE>   43
                  OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
                  CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
                  THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
                  YORK) ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
                  TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
                  REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY
                  BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
                  PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE
                  REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
                  TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
                  OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
                  HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

                  (iii) Regulation S Temporary Global Note Legend. The
         Regulation S Temporary Global Note shall bear a legend in substantially
         the following form:

                  "THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL
                  NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE
                  FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS
                  DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS
                  OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
                  TO RECEIVE PAYMENT OF INTEREST HEREON."

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

         (i) General Provisions Relating to Transfers and Exchanges.

                  (i) To permit registrations of transfers and exchanges, the
         Issuers shall execute and the Trustee shall authenticate Global Notes
         and Certificated Notes (in each case, accompanied by a

                                       37
<PAGE>   44
         notation of the Guarantees duly endorsed by the Subsidiary Guarantors)
         upon the Issuers' order or at the Registrar's request.

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

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

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

                  (v) The Issuers shall not be required (A) to issue, to
         register the transfer of or to exchange Notes during a period beginning
         at the opening of business 15 days before the day of mailing of notice
         of redemption and ending at the close of business on the day of such
         mailing, (B) to register the transfer of or to exchange any Note so
         selected for redemption in whole or in part, except the unredeemed
         portion of any Note being redeemed in part or (C) to register the
         transfer of or to exchange a Note between a record date and the next
         succeeding Interest Payment Date.

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

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

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

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

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

         (k) The Trustee shall have no obligation or duty to monitor, determine
or inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with
                                       38
<PAGE>   45
respect to any transfer of any interest in any Note (including any transfers
between or among beneficial owners of interest in any Global Note) other than to
require delivery of such certificate and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms
of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

SECTION  2.07.   REPLACEMENT NOTES.

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

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

SECTION  2.08.   OUTSTANDING NOTES.

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

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

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

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

SECTION  2.09.   TREASURY NOTES.

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

                                       39
<PAGE>   46

SECTION  2.10.   TEMPORARY NOTES.

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

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

SECTION  2.11.   CANCELLATION.

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

SECTION  2.12.   DEFAULTED INTEREST.

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

SECTION  2.13.   CUSIP NUMBERS.

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



                                       40
<PAGE>   47

                                    ARTICLE 3
                            REDEMPTION AND PREPAYMENT

SECTION  3.01.   NOTICES TO TRUSTEE.

         If an Issuer elects to redeem Notes pursuant to the optional redemption
provisions of Section 3.07 hereof, it shall furnish to the Trustee, at least 35
days (unless a shorter period is acceptable to the Trustee) but not more than 60
days before a redemption date, an Officers' Certificate setting forth (i) the
clause of this Indenture pursuant to which the redemption shall occur, (ii) the
redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the
redemption price.

SECTION  3.02.   SELECTION OF NOTES TO BE REDEEMED.

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

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

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

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

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

SECTION  3.03.   NOTICE OF REDEMPTION.

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

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

         (a) the redemption date;

         (b) the redemption price;

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

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



                                       41
<PAGE>   48
         (e) that Notes called for redemption (other than a Global Note) must be
surrendered to the Paying Agent to collect the redemption price;

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

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

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

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

SECTION  3.04.   EFFECT OF NOTICE OF REDEMPTION.

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

SECTION  3.05.   DEPOSIT OF REDEMPTION PRICE.

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

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

SECTION  3.06.   NOTES REDEEMED IN PART.

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



                                       42
<PAGE>   49

SECTION  3.07.   OPTIONAL REDEMPTION.

         (a) Except as set forth in clause (b) of this Section 3.07, the Issuers
shall not have the option to redeem the Notes pursuant to this Section 3.07
prior to June 1, 2006. From and after June 1, 2006, the Issuers may redeem all
or a part of these Notes upon not less than 30 nor more than 60 days' notice, at
the redemption prices (expressed as percentages of principal amount) set forth
below plus accrued and unpaid interest thereon, if any, and Liquidated Damages,
if any, to the applicable redemption date, if redeemed during the 12-month
period beginning on June 1 of the years indicated below:


<TABLE>
<CAPTION>
                   YEAR                               PERCENTAGE
                   ----                               ----------
<S>                                                  <C>
2006......................................             104.250%
2007......................................             102.833%
2008......................................             101.417%
2009 and thereafter.......................             100.000%
</TABLE>

         (b) Notwithstanding the provisions of Section 3.07(a), at any time
prior to June 1, 2004, the Issuers may on any one or more occasions redeem up to
33% of the aggregate principal amount of Notes originally issued under this
Indenture at a redemption price of 108.500% of the principal amount thereof,
plus accrued and unpaid interest, if any, and Liquidated Damages, if any, to the
redemption date, with the net cash proceeds of one or more Equity Offerings;
provided that: (i) at least 67% of the aggregate principal amount of Notes
remains outstanding immediately after the occurrence of such redemption
(excluding Notes held by the Partnership, El Paso Finance or any Restricted
Subsidiary of the Partnership); and (ii) the redemption must occur within 90
days of the date of the closing of such Equity Offering.

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

SECTION  3.08.   MANDATORY REDEMPTION.

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

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

         In the event that, pursuant to Section 4.07 hereof, the Issuers shall
be required to commence a pro rata offer (an "Asset Sale Offer") to all Holders
and all holders of other Indebtedness that is pari passu with the Notes
containing provisions similar to those set forth in this Indenture with respect
to offers to purchase or redeem with the Net Proceeds of sales of assets to
purchase Notes and such other pair passu Indebtedness, it shall follow the
procedures specified below.

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


                                       43
<PAGE>   50

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

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

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

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

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

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

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

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

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

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

         On or before the Purchase Date, the Issuers shall, to the extent
lawful, accept for payment, on a pro rata basis to the extent necessary, the
Offer Amount of Notes or portions thereof validly tendered and not properly
withdrawn pursuant to the Asset Sale Offer, or if less than the Offer Amount has
been validly tendered and not properly withdrawn, all Notes so tendered and not
withdrawn, and shall deliver to the Trustee an Officers' Certificate stating
that such Notes or portions thereof were accepted for payment by the Issuers in
accordance with the terms of this Section 3.09. Upon surrender and cancellation
of a Certificated Note that is purchased in part, the Issuers shall promptly
issue and the Trustee shall authenticate and deliver to the surrendering Holder
of such Certificated Note a new Certificated Note equal in principal amount to




                                       44
<PAGE>   51
the unpurchased portion of such surrendered Certificated Note; provided that
each such new Certificated Note shall be in a principal amount of $1,000 or an
integral multiple thereof. Upon surrender of a Global Note that is purchased in
part pursuant to an Asset Sale Offer, the Paying Agent shall forward such Global
Note to the Trustee who shall make an endorsement thereon to reduce the
principal amount of such Global Note to an amount equal to the unpurchased
portion of such Global Note, as provided in Section 2.06(h) hereof. The Issuers,
the Depositary or the Paying Agent, as the case may be, shall promptly mail or
deliver to each tendering Holder an amount equal to the purchase price of the
Notes tendered by such Holder and accepted by the Issuers for purchase, and the
Issuers shall promptly issue a new Note (in each case, accompanied by a notation
of the Guarantees duly endorsed by the Subsidiary Guarantors), and the Trustee,
upon written request from the Issuers shall authenticate and mail or deliver
such new Note to such Holder, in a principal amount equal to any unpurchased
portion of the Note surrendered. Any Note not so accepted shall be promptly
mailed or delivered by the Issuers to the Holder thereof. The Issuers shall
publicly announce the results of the Asset Sale Offer on the Purchase Date.

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

                                    ARTICLE 4
                                    COVENANTS

SECTION  4.01.   PAYMENT OF NOTES.

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

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

SECTION  4.02.   MAINTENANCE OF OFFICE OR AGENCY.

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

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





                                       45
<PAGE>   52
York for such purposes. The Issuers shall give prompt written notice to the
Trustee of any such designation or rescission and of any change in location of
any such other office or agency.

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

SECTION  4.03.   COMPLIANCE CERTIFICATE.

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

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

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

SECTION  4.04.   TAXES.

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

SECTION  4.05.   STAY, EXTENSION AND USURY LAWS.

         Each of the Issuers and the Subsidiary Guarantors covenants (to the
extent that it may lawfully do so) that it shall not at any time insist upon,
plead, or in any manner whatsoever claim or take the benefit or

                                       46
<PAGE>   53
advantage of, any stay, extension or usury law wherever enacted, now or at any
time hereafter in force, that may affect the covenants or the performance of
this Indenture; and each of the Issuers and the Subsidiary Guarantors (to the
extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it shall not, by resort to any
such law, hinder, delay or impede the execution of any power herein granted to
the Trustee, but shall suffer and permit the execution of every such power as
though no such law has been enacted.

SECTION  4.06.   CHANGE OF CONTROL.

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

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

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

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

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

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

                  (v)      that any Holder electing to have a Note purchased
                           pursuant to any Change of Control Offer shall be
                           required to surrender the Note, with the form
                           entitled "Option of Holder to Elect Purchase" on the
                           reverse of the Note completed, or transfer by
                           book-entry transfer, to the Issuers, a depositary, if
                           appointed by the Issuers, or a

                                       47
<PAGE>   54
                           Paying Agent at the address specified in the notice
                           at least one (1) Business Day before the Change of
                           Control Payment Date;

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

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

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

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

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

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

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

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

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

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

         (h) Notwithstanding the other provisions of this Section 4.06, the
Issuers shall not be required to make a Change of Control Offer upon a Change of
Control, and a Holder will not have the right to require

                                       48
<PAGE>   55
that the Issuers repurchase any Notes pursuant to a Change of Control Offer, if
a third party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in this Indenture
applicable to a Change of Control Offer made by the Issuers and purchases all
Notes validly tendered and not withdrawn under such Change of Control Offer.

SECTION  4.07.   ASSET SALES.

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

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

                  (ii) such fair market value is determined by (a) an executive
         officer of the Partnership if the value is less than $10.0 million, as
         evidenced by an Officers' Certificate delivered to the Trustee or (b)
         the Board of Directors of the General Partner if the value is $10.0
         million or more, as evidenced by a resolution of such Board of
         Directors of the General Partner; and

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

For purposes of this provision, each of the following shall be deemed to be
cash:

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

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

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

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

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

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

                  (iv) to invest in any other Permitted Business Investment or
         any other Permitted Investments other than Investments in Cash
         Equivalents, Interest Swaps or Currency Agreements.
                                       49
<PAGE>   56

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

         (c) Any Net Proceeds from Asset Sales that are not applied or invested
as provided in Section 4.07(b) above will constitute "Excess Proceeds". When the
aggregate amount of Excess Proceeds exceeds $10 million, the Partnership will
make a pro rata offer (an "Asset Sale Offer") to all Holders of Notes and all
holders of other Indebtedness that is pari passu with the Notes containing
provisions similar to those set forth in this Indenture with respect to offers
to purchase or redeem with the proceeds of sales of assets to purchase the
maximum principal amount of Notes and such other pari passu Indebtedness that
may be purchased out of the Excess Proceeds. The offer price in any Asset Sale
Offer will be equal to 100% of principal amount plus accrued and unpaid interest
(including any Liquidated Damages in the case of the Notes), if any, and
premium, if any, to the date of purchase, and will be payable in cash. If any
Excess Proceeds remain after consummation of an Asset Sale Offer, the
Partnership may use such Excess Proceeds for any purpose not otherwise
prohibited by this Indenture, including, without limitation, the repurchase or
redemption of Indebtedness of the Issuers or any Subsidiary Guarantor that is
subordinated to the Notes or, in the case of any Subsidiary Guarantor, the
Guarantee of such Subsidiary Guarantor. If the aggregate principal amount of
Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds
allocated for repurchases of Notes pursuant to the Asset Sale Offer for Notes,
the Trustee shall select the Notes to be purchased on a pro rata basis. Upon
completion of each Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero.

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

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

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

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

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

SECTION  4.08.   RESTRICTED PAYMENTS.

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



                                       50
<PAGE>   57
                  (i) declare or pay any dividend or make any other payment or
         distribution on account of the Equity Interests of the Partnership or
         any of its Restricted Subsidiaries (including, without limitation, any
         payment in connection with any merger or consolidation involving the
         Partnership or any of its Restricted Subsidiaries) or to the direct or
         indirect holders of the Equity Interests of the Partnership or of any
         of its Restricted Subsidiaries in their capacity as such (other than
         dividends or distributions payable in Equity Interests of the
         Partnership (other than Disqualified Equity) and other than
         distributions or dividends payable to the Partnership or a Restricted
         Subsidiary of the Partnership).

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

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

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

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

                  (A) if the Fixed Charge Coverage Ratio for the Partnership's
         four most recent fiscal quarters for which internal financial
         statements are available is not less than 2.0 to 1.0, such Restricted
         Payment, together with the aggregate amount of all other Restricted
         Payments made by the Partnership and its Restricted Subsidiaries during
         the quarter in which such Restricted Payment is made, is less than the
         sum, without duplication, of (a) Available Cash constituting Cash from
         Operations as of the end of the immediately preceding quarter, plus (b)
         the aggregate net cash proceeds of any (i) substantially concurrent
         capital contribution to the Partnership from any Person (other than a
         Restricted Subsidiary of the Partnership) after the Issue Date, (ii)
         substantially concurrent issuance and sale after the Issue Date of
         Equity Interests (other than Disqualified Equity) of the Partnership or
         from the issuance or sale after the Issue Date of convertible or
         exchangeable Disqualified Equity or convertible or exchangeable debt
         securities of the Partnership that have been converted into or
         exchanged for such Equity Interests (other than Disqualified Equity),
         (iii) to the extent that any Restricted Investment that was made after
         the Issue Date is sold for cash or Cash Equivalents or otherwise
         liquidated or repaid for cash or Cash Equivalents, the lesser of the
         refund of capital or similar payment made in other Cash Equivalents
         with respect to such Restricted Investment (less the cost of such
         disposition, if any) and the initial amount of such Restricted
         Investment (other than to a Restricted Subsidiary of the Partnership),
         plus (c) the net reduction in Investments in Restricted Investments
         resulting from dividends, repayments of loans or advances, or other
         transfers of assets in each case to the Partnership or any of its
         Restricted Subsidiaries from any Person (including, without limitation,
         Unrestricted Subsidiaries) or from redesignations of Unrestricted
         Subsidiaries as Restricted Subsidiaries to the extent such amounts have
         not been

                                       51
<PAGE>   58
         included in Available Cash constituting Cash from Operations for any
         quarter commencing on or after the Issue Date (items (b) and (c) being
         referred to as "Incremental Funds"), minus (d) the aggregate amount of
         Incremental Funds previously expended pursuant to this clause (A) or
         clause (B) below; or

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

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

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

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

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





                                       52
<PAGE>   59

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

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

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

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

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

SECTION  4.09.   INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF DISQUALIFIED EQUITY.

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

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

                  (i) the incurrence by the Partnership and any of its
         Restricted Subsidiaries of the Indebtedness under Credit Facilities and
         the guarantees thereof; provided that the aggregate principal


                                       53
<PAGE>   60
         amount of all Indebtedness of the Partnership and the Restricted
         Subsidiaries outstanding under all Credit Facilities after giving
         effect to such incurrence does not exceed $600 million less the
         aggregate amount of all repayments of Indebtedness under a Credit
         Facility that may have been made by the Partnership or any of its
         Restricted Subsidiaries with Net Proceeds from Asset Sales to the
         extent such repayments constitute a permanent reduction of commitments
         under such Credit Facility;

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

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

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

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

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

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

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

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

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



                                       54
<PAGE>   61
                  (ix) bid, performance, surety and appeal bonds incurred in the
         ordinary course of business, including guarantees and standby letters
         of credit supporting such obligations, to the extent not drawn;

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

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

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

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

         (c) For purposes of determining compliance with this Section 4.09, in
the event that an item of proposed Indebtedness meets the criteria of more than
one of the categories of Permitted Debt described in paragraphs (b)(i) through
(b)(xiii) above, or is entitled to be incurred pursuant to Section 4.09(a), the
Partnership shall be permitted to classify such item of Indebtedness on the date
of its incurrence in any manner that complies with this Section 4.09. An item of
Indebtedness may be divided and classified in one or more of the types of
Permitted Indebtedness.

SECTION  4.10.   ANTI-LAYERING.

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

SECTION  4.11.   LIENS.

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



                                       55
<PAGE>   62

SECTION  4.12.   DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES.

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

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

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

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

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

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

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

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

                  (iv) applicable law;

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

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

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

                                       56
<PAGE>   63

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

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

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

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

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

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

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

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

SECTION  4.13.   TRANSACTIONS WITH AFFILIATES.

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

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

                  (ii)  the Partnership delivers to the Trustee:



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<PAGE>   64

                           (A) with respect to any Affiliate Transaction or
                  series of related Affiliate Transactions involving aggregate
                  consideration in excess of $10.0 million but less than or
                  equal to $25.0 million, an Officers' Certificate certifying
                  that such Affiliate Transaction complies with this covenant
                  and that such Affiliate Transaction has been approved (either
                  pursuant to specific or general resolutions) by the Board of
                  Directors of the General Partner or has been approved by an
                  officer pursuant to a delegation (specific or general) of
                  authority from the Board of Directors of the General Partner;
                  and

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

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

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

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





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<PAGE>   65
                  (iii) transactions between or among the Partnership and/or its
         Restricted Subsidiaries;

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

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

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

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

SECTION  4.14.   ADDITIONAL SUBSIDIARY GUARANTEES.

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

SECTION  4.15.   DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES.

         The General Partner may designate any Restricted Subsidiary of the
Partnership to be an Unrestricted Subsidiary if that designation would not cause
a Default or Event of Default. If a Restricted Subsidiary is designated as an
Unrestricted Subsidiary, all outstanding Investments owned by the Partnership
and its Restricted Subsidiaries in the Subsidiary so designated will be deemed
to be an Investment made as of the time of such designation and will reduce the
amount available for Restricted Payments under Section 4.08(a), Permitted
Investments or Permitted Business Investments, as applicable. All such
outstanding Investments will be valued at their fair market value, as determined
by the Board of Directors of the General Partner, at the time of such
designation. That designation will only be permitted if such Restricted Payment,
Permitted Investments or Permitted Business Investments would be permitted under
this Indenture at that time and such Restricted Subsidiary otherwise complies
with the definition of an Unrestricted Subsidiary. All Subsidiaries of such an
Unrestricted Subsidiary shall be also thereafter constitute Unrestricted
Subsidiaries. A Subsidiary may not be designated as an Unrestricted Subsidiary
unless at the time of such designation, (x) it has no Indebtedness other than
Non-Recourse Debt; (y) no portion of the Indebtedness or any other obligation of
such Subsidiary (whether contingent or otherwise and whether pursuant to the
terms of such Indebtedness

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<PAGE>   66
or the terms governing the organization and operation of such Subsidiary or by
law) (A) is guaranteed by the Partnership or any of its other Restricted
Subsidiaries, except as such Indebtedness is permitted by Sections 4.08 and
4.09, (B) is recourse to or obligates the Partnership or any of its Restricted
Subsidiaries in any way (including any "claw-back", "keep-well' or "make-well"
agreements or other agreements, arrangements or understandings to maintain the
financial performance or results of operations of such Subsidiary, except as
such Indebtedness or Investment is permitted by Sections 4.08 and 4.09), or (C)
subjects any property or assets of the Partnership or any of its other
Restricted Subsidiaries, directly or indirectly, contingently or otherwise, to
the satisfaction thereof; and (z) no Equity Interests of a Restricted Subsidiary
are held by such Subsidiary, directly or indirectly. Upon the designation of a
Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted
Subsidiary, the Guarantee of such entity shall be released and the Trustee shall
be authorized to take such actions as may be appropriate to reflect such
release.

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

SECTION  4.16.   BUSINESS ACTIVITIES.

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

SECTION  4.17.   SALE AND LEASEBACK TRANSACTIONS.

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

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

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

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

SECTION  4.18.   PAYMENTS FOR CONSENT.

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


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SECTION  4.19.   REPORTS.

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

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

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

         (b) If at the end of any such quarterly or annual period referred to in
Section 4.19(a), the Partnership has designated any of its Subsidiaries as
Unrestricted Subsidiaries or if the Partnership owns more than 50% of Deepwater
Holdings but such entity or any of its Subsidiaries still is designated as a
Joint Venture, then the Partnership shall deliver (promptly after such SEC
filing referred to in Section 4.19(a)) to the Trustee for delivery to the
Holders of the Notes quarterly and annual financial information required by
Section 4.19(a) as revised to include a reasonably detailed presentation, either
on the face of the financial statements or in the footnotes thereto, and in
Management's Discussion and Analysis of Financial Condition and Results of
Operations, of the financial condition and results of operations of the
Partnership and its Restricted Subsidiaries separate from the financial
condition and results of operations of the Unrestricted Subsidiaries of the
Partnership and the designated Joint Ventures of the Partnership.

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

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

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

SECTION  4.20.   SUSPENSION OF COVENANTS.

         During any period of time that the Notes have an Investment Grade
Rating from both Rating Agencies and no Default has occurred and is continuing,
the Partnership and the Restricted Subsidiaries shall not be subject to Sections
4.07, 4.08, 4.09, 4.12, 4.13, 4.17(a)(i) and 5.01(a)(iv)(B) (collectively, the
"Suspended Covenants"); provided, however, that if the Partnership and the
Restricted Subsidiaries are not


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<PAGE>   68
subject to the Suspended Covenants for any period of time as a result of this
Section 4.20 and, subsequently, either of the Rating Agencies withdraws its
ratings or downgrades the ratings assigned to the Notes below the Investment
Grade Ratings so that the Notes do not have an Investment Grade Rating from both
Rating Agencies, or a Default (other than with respect to the Suspended
Covenants) occurs and is continuing, the Partnership and the Restricted
Subsidiaries shall thereafter again be subject to the Suspended Covenants,
subject to the terms, conditions and obligations set forth in this Indenture
(each such date of reinstatement being the "Reinstatement Date"). Compliance
with the Suspended Covenants with respect to Restricted Payments made after the
Reinstatement Date shall be calculated in accordance with Section 4.08 as though
Section 4.08 had been in effect during the entire period of time from which the
Notes are issued.

                                    ARTICLE 5
                                   SUCCESSORS

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

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

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

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

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

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

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

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

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


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<PAGE>   69

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

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

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

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

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

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

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

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

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

SECTION  5.02.   SUCCESSOR ENTITY SUBSTITUTED.

         (a) Upon any consolidation or merger, or any sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of
the assets of an Issuer in accordance with Section 5.01 hereof, the surviving
entity formed by such consolidation or into or with which such Issuer is merged
or to which such sale, assignment, transfer, lease, conveyance or other
disposition is made shall succeed to, and be substituted for (so that from and
after the date of such consolidation, merger, sale, lease, conveyance or other


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disposition, the provisions of this Indenture referring to the "Partnership" or
"El Paso Finance," as the case may be, shall refer instead to the surviving
entity and not to the Partnership or El Paso Finance, as the case may be), and
may exercise every right and power of the Partnership or El Paso Finance, as the
case may be, under this Indenture with the same effect as if such successor
Person had been named as an Issuer herein; provided, however, that the
predecessor shall not be relieved from the obligation to pay the principal of
and interest on the Notes except in the case of a sale of all of an Issuer's
assets that meets the requirements of Section 5.01 hereof.

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

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

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

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

SECTION  6.01.   EVENTS OF DEFAULT.

         Each of the following is an Event of Default:

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

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

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

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




                                       64
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         (e) default under any mortgage, indenture or instrument under which
there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by either Issuer or any of the Restricted
Subsidiaries of the Partnership (or the payment of which is guaranteed by either
Issuer or any of such Restricted Subsidiaries), whether such Indebtedness or
guarantee now exists or is created after the date of this Indenture, if that
default:

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

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

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

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

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

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


                  (i) commences a voluntary case,

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

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

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

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

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

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

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


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<PAGE>   72
         of Restricted Subsidiaries of the Partnership that, taken as a
         whole, would constitute a Significant Subsidiary; or

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

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

SECTION  6.02.   ACCELERATION.

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

SECTION  6.03.   OTHER REMEDIES.

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

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

SECTION  6.04.   WAIVER OF PAST DEFAULTS.

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



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<PAGE>   73

SECTION  6.05.   CONTROL BY MAJORITY.

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

SECTION  6.06.   LIMITATION ON SUITS.

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

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

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

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

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

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

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

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

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

SECTION  6.08.   COLLECTION SUIT BY TRUSTEE.

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

SECTION  6.09.   TRUSTEE MAY FILE PROOFS OF CLAIM.

         The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to an Issuer
or any of the Subsidiary Guarantors (or

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<PAGE>   74
any other obligor upon the Notes), its creditors or its property and shall be
entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION  6.10.   PRIORITIES.

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

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

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

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

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

SECTION  6.11.   UNDERTAKING FOR COSTS.

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


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<PAGE>   75

                                    ARTICLE 7
                                     TRUSTEE

SECTION  7.01.   DUTIES OF TRUSTEE.

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

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

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

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

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

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

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

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

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

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

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



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<PAGE>   76
SECTION  7.02.   RIGHTS OF TRUSTEE.

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

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

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

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

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

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

         (g) The Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by a Responsible Officer at the Corporate Trust Office of
the Trustee, and such notice references the Notes and this Indenture.

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

         (i) The Trustee is not required to take notice or shall not be deemed
to have notice of any Default or Event of Default hereunder except Defaults or
Events of Default under Article 6, unless a Responsible Officer of the Trustee
has actual knowledge thereof or has received notice in writing of such Default
or Event of Default from the Issuers or the Holders of at least 25% in aggregate
principal amount of the Notes then outstanding, and in the absence of any such
notice, the Trustee may conclusively assume that no such Default or Event of
Default exists.

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




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<PAGE>   77
         (k) In the event the Trustee receives inconsistent or conflicting
requests and indemnity from two or more groups of Holders of Notes, each
representing less than the aggregate principal amount of Notes outstanding
required to take any action hereunder, the Trustee, in its sole discretion may
determine what action, if any, shall be taken.

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

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

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

SECTION  7.03.   INDIVIDUAL RIGHTS OF TRUSTEE.

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

SECTION  7.04.   TRUSTEE'S DISCLAIMER.

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

SECTION  7.05.   NOTICE OF DEFAULTS.

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

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

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



                                       71
<PAGE>   78
Trustee also shall comply with TIA Section 313(b)(2). The Trustee shall also
transmit by mail all reports as required by TIA Section 313(c).

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

SECTION  7.07.   COMPENSATION AND INDEMNITY.

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

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

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

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

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

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

SECTION  7.08.   REPLACEMENT OF TRUSTEE.

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



                                       72
<PAGE>   79

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

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

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

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

         (d) the Trustee becomes incapable of acting.

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

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

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

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

SECTION  7.09.   SUCCESSOR TRUSTEE BY MERGER, ETC.

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

SECTION  7.10.   ELIGIBILITY; DISQUALIFICATION.

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




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

SECTION  7.11.   PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUERS.

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

                                    ARTICLE 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

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

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

SECTION  8.02.   LEGAL DEFEASANCE AND DISCHARGE.

         Upon the Issuers' exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Issuers and the Subsidiary Guarantors
shall, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be deemed to have been discharged from their respective Obligations and
certain other obligations with respect to all outstanding Notes and Guarantees,
as applicable, on the date the conditions set forth below are satisfied
(hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that
the Issuers and the Subsidiary Guarantors shall be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Notes, which
shall thereafter be deemed to be "outstanding" only for the purposes of Section
8.05 hereof and the other Sections of this Indenture referred to in clauses (a)
and (b) of this sentence below, and to have satisfied all its other obligations
under such Notes and this Indenture (and the Trustee, on demand of and at the
expense of the Issuers, shall execute proper instruments acknowledging the
same), except for the following provisions which shall survive until otherwise
terminated or discharged hereunder: (a) the rights of Holders of outstanding
Notes to receive solely from the trust fund described in Section 8.04 hereof,
and as more fully set forth in such Section, payments in respect of the
principal of, premium, if any, and interest and Liquidated Damages on such Notes
when such payments are due (but not the Change of Control Payment or the payment
pursuant to the Asset Sale Offer), (b) the Issuers' obligations with respect to
such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.10 and 4.02 hereof, (c) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Issuers' and the Subsidiary Guarantors' obligations in connection therewith, (d)
the Issuers' rights of optional redemption and (e) this Article 8. Subject to
compliance with this Article 8, the Issuers may exercise the option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03
hereof.

SECTION  8.03.   COVENANT DEFEASANCE.

         Upon the Issuers' exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Issuers and the Subsidiary Guarantors
shall, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be released from its obligations under the covenants contained in
Sections 3.09, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16,
4.17, 4.19 and 5.01(a)(iv) hereof and any covenant

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<PAGE>   81
added to this Indenture subsequent to the Issue Date pursuant to Section 9.01
hereof with respect to the outstanding Notes on and after the date the
conditions set forth below are satisfied (hereinafter, "Covenant Defeasance"),
and the Notes shall thereafter be deemed not "outstanding" for the purposes of
any direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Issuers may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and such
Notes shall be unaffected thereby. In addition, upon the Issuers' exercise under
Section 8.01 hereof of the option applicable to this Section 8.03 hereof,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
Sections 6.01(c) through 6.01(g) hereof shall not constitute Events of Default.

SECTION  8.04.   CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

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

         In order to exercise either Legal Defeasance or Covenant Defeasance:

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

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

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

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





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<PAGE>   82
         (e) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any material agreement or
instrument (other than this Indenture) to which either of the Issuers or any
Restricted Subsidiary of the Partnership is a party or by which either of the
Issuers or any Restricted Subsidiary of the Partnership is bound;

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

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

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

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

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

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

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

SECTION  8.06.   REPAYMENT TO ISSUERS.

         Any money deposited with the Trustee or any Paying Agent, or then held
by an Issuer, in trust for the payment of the principal of, premium, if any,
interest or Liquidated Damages, if any, on any Note and remaining unclaimed for
two years after such principal, and premium, if any, interest or Liquidated
Damages, if any, has become due and payable shall, subject to applicable escheat
law, be paid to the Issuers on the request of the Issuers or (if then held by an
Issuer) shall be discharged from such trust; and the Holder of such Note shall
thereafter, as a creditor, look only to the Issuers or Subsidiary Guarantors for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of such Issuer as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying

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<PAGE>   83
Agent, before being required to make any such repayment, may at the
expense of the Issuers cause to be published once, in The New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification or publication, any unclaimed balance of such
money then remaining shall be repaid to the Issuers.

SECTION  8.07.   REINSTATEMENT.

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

                                    ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION  9.01.   WITHOUT CONSENT OF HOLDERS OF NOTES.

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

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

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

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

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

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

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

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

         (h) to add additional Events of Default; or


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

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

SECTION  9.02.   WITH CONSENT OF HOLDERS OF NOTES.

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

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

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

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

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




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<PAGE>   85

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

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

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

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

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

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

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

         (i) make any change in Section 6.04 or 6.07 hereof or in the foregoing
amendment and waiver provisions.

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

SECTION  9.03.   COMPLIANCE WITH TRUST INDENTURE ACT.

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

SECTION  9.04.   REVOCATION AND EFFECT OF CONSENTS.

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

SECTION  9.05.   NOTATION ON OR EXCHANGE OF NOTES.

         The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Issuers in
exchange for all Notes may issue and the Trustee shall

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<PAGE>   86
authenticate new Notes (accompanied by a notation of the Guarantees duly
endorsed by the Subsidiary Guarantors) that reflect the amendment, supplement or
waiver.

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

SECTION  9.06.   TRUSTEE TO SIGN AMENDMENTS, ETC.

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

SECTION  9.07.   EFFECT OF SUPPLEMENTAL INDENTURES.

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

                                   ARTICLE 10
                                  SUBORDINATION

SECTION  10.01.   AGREEMENT TO SUBORDINATE.

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

SECTION  10.02.   LIQUIDATION; DISSOLUTION; BANKRUPTCY.

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

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


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<PAGE>   87

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

SECTION  10.03.   DEFAULT ON DESIGNATED SENIOR DEBT.

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

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

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

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

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

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

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

SECTION  10.04.   ACCELERATION OF NOTES.

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

SECTION  10.05.   WHEN DISTRIBUTION MUST BE PAID OVER.

         In the event that the Trustee or any Holder receives any payment of or
distribution with respect to any Obligations with respect to the Notes at a time
when such payment or distribution is prohibited by

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<PAGE>   88
Section 10.02 or 10.03 hereof, such payment or distribution shall be held by the
Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith
over and delivered, upon written request, to, the holders of Senior Debt as
their interests may appear or their Representative under this Indenture or other
agreement (if any) pursuant to which Senior Debt may have been issued, as their
respective interests may appear, for application to the payment in cash of all
Obligations with respect to Senior Debt remaining unpaid to the extent necessary
to pay such Obligations in full in cash in accordance with their terms, after
giving effect to any concurrent payment or distribution to or for the holders of
Senior Debt.

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

SECTION  10.06.   NOTICE BY ISSUERS.

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

SECTION  10.07.   SUBROGATION.

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

SECTION  10.08.   RELATIVE RIGHTS.

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

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

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

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

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



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<PAGE>   89

SECTION  10.09.   SUBORDINATION MAY NOT BE IMPAIRED BY ISSUERS.

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

SECTION  10.10.   DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

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

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

SECTION  10.11.   RIGHTS OF TRUSTEE AND PAYING AGENT.

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

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

SECTION  10.12.   AUTHORIZATION TO EFFECT SUBORDINATION.

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

SECTION  10.13.   AMENDMENTS.

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





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                                   ARTICLE 11
                                   GUARANTEES

SECTION  11.01.   GUARANTEES.

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

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

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

SECTION  11.02.   LIMITATION OF GUARANTOR'S LIABILITY.

         Each Subsidiary Guarantor and, by its acceptance hereof, each Holder
hereof, hereby confirm that it is their intention that the Guarantee by such
Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for
purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform


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

SECTION  11.03.   EXECUTION AND DELIVERY OF GUARANTEES.

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

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

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

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

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

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

         (b) Except as set forth in Articles 4 and 5 hereof, nothing contained
in this Indenture or in any of the Notes shall prevent any consolidation or
merger of a Subsidiary Guarantor with or into another Person other than the
Partnership or another Subsidiary Guarantor (whether or not affiliated with the
Subsidiary Guarantor), or successive consolidations or mergers in which a
Subsidiary Guarantor or its successor or successors shall be a party or parties,
or shall prevent any sale or conveyance of the property of a Subsidiary
Guarantor as an entirety or substantially as an entirety, to a person other than
the Partnership (whether or not affiliated with the Subsidiary Guarantor)
authorized to acquire and operate the same; provided, however, that such
transaction meets all of the following requirements: (i) each Subsidiary
Guarantor hereby covenants and agrees that, upon any such consolidation, merger,
sale or conveyance, the Guarantee contained herein, and the due and punctual
performance and observance of all of the covenants and conditions of this
Indenture to be performed by such Subsidiary Guarantor, shall be expressly
assumed (in the event that the Subsidiary Guarantor is not the surviving
corporation in the merger or consolidation), by supplemental indenture
satisfactory in form to the Trustee, executed and delivered to the Trustee, by
the Person formed by such consolidation, or into which the Subsidiary Guarantor
shall have been merged, or by the Person which shall

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have acquired such property, and (ii) immediately after giving effect to such
transaction, no Default or Event of Default exists. In case of any such
consolidation, merger, sale or conveyance and upon the assumption by the
successor Person by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the Guarantees contained
herein and the due and punctual performance of all of the covenants and
conditions of this Indenture to be performed by the Subsidiary Guarantor, such
successor shall succeed to and be substituted for the Subsidiary Guarantor with
the same effect as if it had been named herein as a Subsidiary Guarantor. Such
successor thereupon may cause to be signed any or all of the notations of the
Guarantees to be endorsed upon all of the Notes issuable hereunder which
theretofore shall not have been signed by the Issuers and delivered to the
Trustee. All the Guarantees so issued shall in all respects have the same legal
rank and benefit under this Indenture as the Guarantees theretofore and
thereafter issued in accordance with the terms of this Indenture as though all
of such Guarantees had been issued at the date of the execution hereof.

SECTION  11.05.   RELEASES.

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

SECTION  11.06.   "TRUSTEE" TO INCLUDE PAYING AGENT.

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

SECTION  11.07.   SUBORDINATION OF GUARANTEES.

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







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

                                   ARTICLE 12
                           SATISFACTION AND DISCHARGE

SECTION  12.01.   SATISFACTION AND DISCHARGE.

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

         (a) either

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

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

                           (A) have become due and payable; or

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

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

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

         (b) the Issuers have paid or caused to be paid all other sums then due
and payable hereunder by the Issuers;

         (c) no Default or Event of Default with respect to the Notes shall have
occurred and be continuing on the date of such deposit and after giving effect
to such deposit; and

         (d) the Issuers have delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture have
been complied with.



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         Notwithstanding the satisfaction and discharge of this Indenture, the
Issuers' obligations in Sections 2.03, 2.04, 2.06, 2.07, 2.11, 7.07, 7.08,
12.02, 12.03 and 12.04, and the Trustee's and Paying Agent's obligations in
Section 12.03 shall survive until the Notes are no longer outstanding.
Thereafter, only the Issuers' obligations in Section 12.03 shall survive.

         In order to have money available on a payment date to pay principal
(and premium, if any, on) or interest on the Notes, the U.S. Government
Obligations shall be payable as to principal (and premium, if any) or interest
at least one Business Day before such payment date in such amounts as shall
provide the necessary money. The U.S. Government Obligations shall not be
callable at the issuer's option.

SECTION  12.02.   APPLICATION OF TRUST.

         All money deposited with the Trustee pursuant to Section 12.01 shall be
held in trust and, at the written direction of the Issuers, be invested prior to
maturity in non-callable U.S. Government Obligations, and applied by the Trustee
in accordance with the provisions of the Notes and this Indenture, to the
payment, either directly or through any Paying Agent as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for the payment of which money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the
extent required by law.

SECTION  12.03.   REPAYMENT OF THE ISSUERS.

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

         The Trustee and the Paying Agent shall pay to the Issuers upon written
request any money held by them for the payment of principal or interest that
remains unclaimed for two years after the date upon which such payment shall
have become due; provided that the Issuers shall have either caused notice of
such payment to be mailed to each Holder of the Notes entitled thereto no less
than 30 days prior to such repayment or within such period shall have published
such notice in a financial newspaper of widespread circulation published in The
City of New York, including, without limitation, The Wall Street Journal
(national edition). After payment to the Issuers, Holders entitled to the money
must look to the Issuers for payment as general creditors unless an applicable
abandoned property law designates another Person, and all liability of the
Trustee and such Paying Agent with respect to such money shall cease.

SECTION  12.04.   REINSTATEMENT.

         If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 12.01 by reason of any legal
proceeding or by reason of any order or judgement of any court of governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Issuers' and Subsidiary Guarantors' Obligations under this Indenture, the Notes
and the Guarantees shall be revived and reinstated as though no deposit has
occurred pursuant to Section 12.01 until such time as the Trustee or Paying
Agent is permitted to apply all such money or U.S. Government Obligations in
accordance with Section 12.02, provided, however, that if the Issuers or the
Subsidiary Guarantors have made any payment of interest on or principal of any
Notes because of the reinstatement of their Obligations, the Issuers or such
Subsidiary Guarantors shall be subrogated to the rights of the Holders of such
Notes to receive such payment from the money or U.S. Government Obligations held
by the Trustee or Paying Agent.





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                                   ARTICLE 13
                                  MISCELLANEOUS

SECTION  13.01.   TRUST INDENTURE ACT CONTROLS.

         If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA Section 318(c), the imposed duties shall control.

SECTION  13.02.   NOTICES.

         Any notice or communication by the Issuers or the Trustee to the others
is duly given if in writing and delivered in Person or mailed by first class
mail (registered or certified, return receipt requested), telecopier or
overnight air courier guaranteeing next day delivery, to the others' address:

         If to the Issuers or any Subsidiary Guarantor:

                  El Paso Energy Partners, L.P.
                  4 Greenway Plaza
                  Houston, Texas 77046
                  Telecopier No.: (713) 420-2131
                  Attention:  Chief Financial Officer

         With a copy to:

                  Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                  1900 Pennzoil Place, South Tower
                  711 Louisiana Street
                  Houston, Texas  77002
                  Telecopier No.: (713) 236-0822
                  Attention: J. Vincent Kendrick

         If to the Trustee:

                  The Chase Manhattan Bank, Trustee
                  600 Travis, Suite 1150
                  Houston, Texas 77002
                  Telecopier No.: (713) 577-5200
                  Attention: Mauri Cowen

         If to the Paying Agent:

                  The Chase Manhattan Bank, Paying Agent
                  450 West 33rd Street, 15th Floor
                  New York, New York 10001
                  Attention: Corporate Trust Debt Administration
                  With a copy to the Trustee at the Houston address listed
                  above.

         The Issuers, any Subsidiary Guarantor or the Trustee, by notice to the
others may designate additional or different addresses for subsequent notices or
communications.

         All notices and communications (other than those sent to Holders) shall
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the


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mail, postage prepaid, if mailed; when receipt acknowledged, if sent by
facsimile transmission; and the next Business Day after timely delivery to the
courier, if sent by overnight air courier guaranteeing next day delivery.

         Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

         If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

         If the Issuers mail a notice or communication to Holders, it shall mail
a copy to the Trustee and each Agent at the same time.

SECTION 13.03. COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

         The Trustee is subject to TIA Section 312(b), and Holders may
communicate pursuant thereto with other Holders with respect to their rights
under this Indenture or the Notes. The Issuers, the Subsidiary Guarantors,
the Trustee, the Registrar and anyone else shall have the protection of TIA
Section 312(c).

SECTION  13.04.   CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

         Upon any request or application by the Issuers or any Subsidiary
Guarantor to the Trustee to take any action under this Indenture, the Issuers or
such Subsidiary Guarantors shall furnish to the Trustee:

         (a) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 13.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and

         (b) an Opinion of Counsel in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 13.05
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more such Persons as to other matters, and any such Person may certify or
give an opinion as to such matters in one or several documents.

         Any certificate or opinion of an Officer of the General Partner, an
Issuer or any Subsidiary Guarantor may be based, insofar as it relates to legal
matters, upon a certificate or opinion of, or representations by, counsel,
unless such Officer knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to the matters
upon which his certificate or opinion is based are erroneous. Any such
certificate or Opinion of Counsel may be based, and may state that it is so
based, insofar as it relates to factual matters, upon a certificate or opinion
of, or representations by, an Officer or Officers of the General Partner,

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an Issuer or such Subsidiary Guarantor stating that the information with respect
to such factual matters is in possession of the General Partner, an Issuer or
such Subsidiary Guarantor, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate of opinion or representations
with respect to such matters are erroneous.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION  13.05.   STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA
Section 314(e) and shall include:

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

         (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

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

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

SECTION  13.06.   RULES BY TRUSTEE AND AGENTS.

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

SECTION 13.07. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, PARTNERS,
               EMPLOYEES, INCORPORATORS, STOCKHOLDERS AND MEMBERS.

         No past, present or future director, officer, partner, employee,
incorporator, stockholder or member of either of the Issuers, the General
Partner or any Subsidiary Guarantor, as such, shall have any liability for any
Obligations of either of the Issuers or any Subsidiary Guarantor under the
Notes, this Indenture or the Guarantees or for any claim based on, in respect
of, or by reason of, such Obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes.

SECTION  13.08.   GOVERNING LAW.

         THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE GUARANTEES.

SECTION  13.09.   NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

         This Indenture may not be used to interpret any other indenture, loan
or debt agreement of either of the Issuers or any Subsidiary of the Partnership
or of any other Person. Any such indenture, loan or debt agreement may not be
used to interpret this Indenture or the Guarantees.




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SECTION  13.10.   SUCCESSORS.

         All agreements of the Issuers and the Subsidiary Guarantors in this
Indenture, the Notes and the Guarantees shall bind its successors. All
agreements of the Trustee in this Indenture shall bind their respective
successors.

SECTION  13.11.   SEVERABILITY.

         In case any provision in this Indenture, the Notes or the Guarantees
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

SECTION  13.12.   COUNTERPART ORIGINALS.

         The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.

SECTION  13.13.   TABLE OF CONTENTS, HEADINGS, ETC.

         The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.

                         [Signatures on following page]


                                       92

<PAGE>   99




         IN WITNESS WHEREOF, the parties have executed this Indenture as of the
date first written above.

                           Issuers:

                           EL PASO ENERGY PARTNERS, L.P.

                           By:      EL PASO ENERGY PARTNERS COMPANY,
                                    as General Partner



                           By: /s/ Keith B. Forman
                               -----------------------------------------------
                           Name:   Keith B. Forman
                           Title:  Vice President and Chief Financial Officer

                           EL PASO ENERGY PARTNERS FINANCE CORPORATION



                           By: /s/ Keith B. Forman
                               -----------------------------------------------
                           Name:   Keith B. Forman
                           Title:  Vice President and Chief Financial Officer

              Subsidiary Guarantors:

              ARGO II, L.L.C.
              CRYSTAL HOLDING, L.L.C.*
              CRYSTAL PROPERTIES AND TRADING COMPANY, L.L.C.*
              DELOS OFFSHORE COMPANY, L.L.C.*
              EL PASO ENERGY PARTNERS DEEPWATER, L.L.C.*
              EL PASO ENERGY PARTNERS OIL TRANSPORT, L.L.C.*
              EL PASO ENERGY PARTNERS OPERATING COMPANY, L.L.C.*
              EWING BANK GATHERING COMPANY, L.L.C.*
              FIRST RESERVE GAS, L.L.C.*
              FLEXTREND DEVELOPMENT COMPANY, L.L.C.*
              GREEN CANYON PIPE LINE COMPANY, L.P.*
              HATTIESBURG GAS STORAGE COMPANY*
              HATTIESBURG INDUSTRIAL GAS SALES COMPANY, L.L.C.*
              MANTA RAY GATHERING COMPANY, L.L.C.*
              PETAL GAS STORAGE COMPANY, L.L.C.*
              POSEIDON PIPELINE COMPANY, L.L.C.
              VK DEEPWATER GATHERING COMPANY, L.L.C.*
              VK-MAIN PASS GATHERING COMPANY, L.L.C.*
              VIOSCA KNOLL GATHERING COMPANY*



              *By: /s/ Keith B. Forman
                   --------------------------------------------------------
              Name:    Keith B. Forman
              Title:   Vice President and Chief Financial Officer


                                       93

<PAGE>   100



                         Trustee:

                         THE CHASE MANHATTAN BANK, as Trustee



                         By: /s/ Mauri J. Cowen
                             -------------------------------------------------
                         Name:   Mauri J. Cowen
                               -----------------------------------------------
                         Title:  Vice President and Trust Officer
                                ----------------------------------------------







                                       94
<PAGE>   101



                                                                      Schedule A

Schedule of Subsidiary Guarantors

Argo II, L.L.C.
Crystal Holding, L.L.C.
Crystal Properties and Trading Company, L.L.C.
Delos Offshore Company, L.L.C.
El Paso Energy Partners Deepwater, L.L.C.
El Paso Energy Partners Oil Transport, L.L.C.
El Paso Energy Partners Operating Company, L.L.C.
Ewing Bank Gathering Company, L.L.C.
First Reserve Gas, L.L.C.
Flextrend Development Company, L.L.C.
Green Canyon Pipe Line Company, L.P.
Hattiesburg Gas Storage Company
Hattiesburg Industrial Gas Sales Company, L.L.C.
Manta Ray Gathering Company, L.L.C.
Petal Gas Storage Company, L.L.C.
Poseidon Pipeline Company, L.L.C.
VK Deepwater Gathering Company, L.L.C.
VK-Main Pass Gathering Company, L.L.C.
Viosca Knoll Gathering Company


                                       95
<PAGE>   102



                                                                     EXHIBIT A-1

                                 (Face of Note)

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE
MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE
INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY
WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS.(1)

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

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

THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUERS OF THIS NOTE THAT:
(A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I)
TO EL PASO ENERGY PARTNERS, L.P., EL PASO ENERGY PARTNERS FINANCE CORPORATION,
OR ANY SUBSIDIARY OF EL PASO ENERGY PARTNERS, L.P., (II) IN THE UNITED STATES TO
A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE
HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF
THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

                                                             CUSIP:
                                                                    ------------

         8 1/2% [Series A] [Series B] Senior Subordinated Note due 2011

No.                                                                  $
    ---                                                               ----------
                          EL PASO ENERGY PARTNERS, L.P.
                                       and
                   EL PASO ENERGY PARTNERS FINANCE CORPORATION

promise to pay to _______________________ or registered assigns, the principal
sum of _________________________ Dollars of the United States of America [or
such greater or lesser amount as may from time to time be endorsed on the
Schedule of Exchanges of Interests in the Global Note(1) on June 1, 2011.

Interest Payment Dates: June 1 and December 1 of each year

Record Dates: May 15 and November 15

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

Unless the certificate of authorization hereon has been duly executed by the
Trustee referred to on the reverse hereof by manual signature, this Note shall
not be entitled to any benefit of this Indenture or be valid or obligatory for
any purpose.


                              Exhibit A-1 - Page 1

<PAGE>   103



Dated:              ,
       ---------- --  ----

EL PASO ENERGY PARTNERS FINANCE
CORPORATION

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


EL PASO ENERGY PARTNERS, L.P.
By: El Paso Energy Partners Company, as General Partner

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


Certificate of Authentication:

This is one of the Notes referred to in the within-mentioned Indenture.

THE CHASE MANHATTAN BANK, as Trustee


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

Dated:            ,
       -------- --  ----

(1)      This is included in Global Notes only

 *       Legend appears only on the Series A Notes.

                              Exhibit A-1 - Page 2

<PAGE>   104



                                 [Back of Note]
         8 1/2% [Series A] [Series B] Senior Subordinated Note due 2011

         Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

         1. Interest. El Paso Energy Partners, L.P., a Delaware limited
partnership (the "Partnership"), and El Paso Energy Partners Finance
Corporation, a Delaware corporation ("El Paso Finance" and, together with the
Partnership, the "Issuers"), promise to pay interest on the principal amount of
this Note at 8 1/2% per annum and shall pay any Liquidated Damages payable
pursuant to Section 5 of the Registration Rights Agreement referred to below.
The Issuers will pay interest and Liquidated Damages, if any, semi-annually on
June 1 and December 1 of each year, or if any such day is not a Business Day, on
the next succeeding Business Day (each an "Interest Payment Date"). Interest on
the Notes will accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from the Issue Date; provided that if there is
no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be December 1, 2001. The Issuers shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at the rate
then in effect; the Issuers shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue installments of interest
and Liquidated Damages (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent lawful. Interest will be
computed on the basis of a 360-day year comprised of twelve 30-day months.

         2. Method of Payment. The Issuers will pay interest on the Notes
(except defaulted interest) and Liquidated Damages to the Persons who are
registered Holders of Notes at the close of business on the May 15 or June 15,
next preceding the Interest Payment Date, even if such Notes are cancelled after
such record date and on or before such Interest Payment Date, except as provided
in Section 2.12 of the Indenture with respect to defaulted interest. The Notes
will be payable as to principal, premium and interest and Liquidated Damages, if
any, at the office or agency of the Issuers maintained for such purpose within
the City and State of New York, or, at the option of the Issuers, payment of
interest and Liquidated Damages, if any, may be made by check mailed to the
Holders at their addresses set forth in the register of Holders, and provided
that payment by wire transfer of immediately available funds will be required
with respect to principal of and interest, premium and Liquidated Damages, if
any, on, all Global Notes and all other Notes the Holders of which shall have
provided wire transfer instructions to the Issuers or the Paying Agent. Such
payment shall be in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.

         3. Paying Agent and Registrar. Initially, The Chase Manhattan Bank, the
Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuers
may change any Paying Agent or Registrar without notice to any Holder. The
Issuers or any of the Subsidiary Guarantors may act in any such capacity.

         4. Indenture. The Issuers issued the Notes under an Indenture dated as
of May 17, 2001 ("Indenture") among the Issuers, the Subsidiary Guarantors and
the Trustee. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to
all such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms. To the extent any provision of this Note conflicts with
the express provisions of the Indenture, the provisions of the Indenture shall
govern and be controlling. The Notes are unsecured general obligations of the
Issuers. Payment of the Notes and Guarantees and related obligations are
subordinated to the prior payment in full in cash of Senior Debt and Guarantor
Senior Debt to the extent provided in the Indenture.

         5. Optional Redemption.

         (a) Except as set forth in subparagraph (b) of this Paragraph 5, the
Issuers shall not have the option to redeem the Notes prior to June 1, 2006.
From and after June 1, 2006, the Issuers shall have the option to redeem the
Notes, in whole or in part, upon not less than 30 nor more than 60 days' notice,
at the redemption prices (expressed as percentages of principal amount) set
forth below plus accrued and unpaid interest, if any, and Liquidated Damages, if
any, thereon to the applicable redemption date, if redeemed during the
twelve-month period beginning on June 1 of the years indicated below:



                              Exhibit A-1 - Page 3

<PAGE>   105
Year                                     Percentage

2006.................................... 104.250

2007.................................... 102.833

2008.................................... 101.417

2009 and thereafter..................... 100.000

         (b) Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, at any time prior to June 1, 2004, the Issuers may (but shall not
have the obligation to) redeem, on one or more occasions, up to an aggregate of
33% of the aggregate principal amount of Notes originally issued under this
Indenture at a redemption price equal to June 1% of the principal amount
thereof, plus accrued and unpaid interest and Liquidated Damages, if any,
thereon, to the redemption date, with the net cash proceeds of one or more
Equity Offerings; provided that at least 67% of the aggregate principal amount
of Notes remains outstanding immediately after the occurrence of such redemption
(excluding for purposes of determining the Notes that remain outstanding any
Notes held by the Issuers or any Restricted Subsidiary of the Partnership); and
provided further, that such redemption shall occur within 90 days of the date of
the closing of such Equity Offering.

         6. Mandatory Redemption. Except as set forth in paragraph 7 below, the
Issuers shall not be required to make mandatory redemption payments with respect
to the Notes.

         7. Repurchase at Option of Holder.

         (a) If there is a Change of Control, each Holder of Notes will have the
right to require the Issuers to repurchase all or any part (equal to $1,000 or
an integral multiple thereof) of each Holder's Notes (the "Change of Control
Offer") at a purchase price equal to 101% of the aggregate principal amount of
the Notes repurchased plus accrued and unpaid interest, if any, thereon, and
Liquidated Damages, if any, thereon, to the date of purchase. Within 30 days
following any Change of Control, the Issuers shall mail a notice to each Holder
setting forth the procedures governing the Change of Control Offer as required
by the Indenture and information regarding such other matters as is required
under Section 4.06 of the Indenture. The Holder of this Note may elect to have
this Note or a portion hereof in an authorized denomination purchased by
completing the form entitled "Option of Holder to Elect Purchase" appearing
below and tendering this Note pursuant to the Change of Control Offer.

         (b) If the Issuers or any Restricted Subsidiary of the Partnership
consummates an Asset Sale, the Issuers shall promptly commence a pro rata offer
to all Holders of Notes and all holders of other Indebtedness that is pari passu
with the Notes containing provisions similar to those set forth in the Indenture
with respect to offers to purchase or redeem with the proceeds of sales of
assets (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to
purchase the maximum principal amount of Notes and such other pari passu
Indebtedness that may be purchased out of the Excess Proceeds at an offer price
in cash in an amount equal to 100% of the principal amount thereof plus accrued
and unpaid interest thereon, if any, and Liquidated Damages (in the case of the
Notes) thereon, if any, to the date of purchase in accordance with the
procedures set forth in the Indenture. If the aggregate principal amount of
Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds
allocated for repurchase of Notes, the Trustee shall select the Notes to be
purchased on a pro rata basis. Holders of Notes that are the subject of an offer
to purchase will receive an Asset Sale Offer from the Issuers prior to any
related purchase date and may elect to have such Notes purchased by completing
the form entitled "Option of Holder to Elect Purchase" on the reverse of the
Notes.

         8. Notice of Redemption. Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest and Liquidated Damages, if any, cease to
accrue on Notes or portions thereof called for redemption unless the Issuers
defaults in making such redemption payment.

         9. Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be


                              Exhibit A-1 - Page 4

<PAGE>   106
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Issuers may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Issuers need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, it need not exchange or register the transfer of any Notes for a
period of 15 days before the mailing of a notice of redemption or during the
period between a record date and the corresponding Interest Payment Date.

         10. Persons Deemed Owners. The registered Holder of a Note may be
treated as its owner for all purposes.

         11. Amendment, Supplement and Waiver. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the then outstanding
Notes, and any existing default or compliance with any provision of the
Indenture, the Guarantees, or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes. Without
the consent of any Holder of a Note, the Indenture, the Guarantees, or the Notes
may be amended or supplemented to cure any ambiguity, defect or inconsistency,
to provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of an Issuer's or a Subsidiary Guarantor's
obligations to Holders of the Notes in case of a merger or consolidation or sale
of all or substantially all of such Issuer's or Subsidiary Guarantor's assets,
to add or release Subsidiary Guarantors pursuant to the terms of the Indenture,
to make any change that would provide any additional rights or benefits to the
Holders of the Notes or surrender any right or power conferred upon the Issuers
or the Subsidiary Guarantors by the Indenture that does not adversely affect the
legal rights under the Indenture of any such Holder, to comply with the
requirements of the SEC in order to effect or maintain the qualification of the
Indenture under the Trust Indenture Act, to evidence or provide for the
acceptance of appointment under the Indenture of a successor Trustee, to add
additional Events of Default or to secure the Notes and/or the Guarantees.

         12. Defaults and Remedies. Events of Default include in summary form:
(i) default for 30 days in the payment when due of interest on or Liquidated
Damages, if any, with respect to the Notes (whether or not prohibited by Article
10 of the Indenture); (ii) default in payment when due of the principal of or
premium, if any, on the Notes (whether or not prohibited by Article 10 of the
Indenture); (iii) failure by the Partnership or any of its Restricted
Subsidiaries to comply with Sections 3.09, 4.06 and 4.07 of the Indenture; (iv)
failure by the Partnership for 60 days after notice to the Issuers by the
Trustee or to the Issuers and the Trustee by Holders of at least 25% in
principal amount of the Notes then outstanding to comply with certain other
agreements in the Indenture or the Notes (provided that no such notice need be
given, and an Event of Default shall occur, 60 days after a failure by an Issuer
or any Restricted Subsidiary of the Partnership to comply with the covenants in
section 4.08, 4.09 or 5.01 of the Indenture, unless theretofore cured); (v)
default under any mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any Indebtedness for money
borrowed by an Issuer or any Restricted Subsidiary of the Partnership (or the
payment of which is guaranteed by an Issuer or any Restricted Subsidiary of the
Partnership) whether such Indebtedness or guarantee now exists, or is created
after the date of the Indenture, if that default (a) is caused by a failure to
pay principal of or premium, if any, or interest on such Indebtedness prior to
the expiration of the grace period provided in such Indebtedness on the date of
such default (a "Payment Default") or (b) results in the acceleration of such
Indebtedness prior to its express maturity and, in each case, the principal
amount of any such Indebtedness, together with the principal amount of any other
such Indebtedness under which there has been a Payment Default or the maturity
of which has been so accelerated, aggregates $20.0 million or more; (vi) the
failure by an Issuer or any Restricted Subsidiary of the Partnership to pay
final judgments by courts of competent jurisdiction aggregating in excess of
$10.0 million, which judgments are not paid, discharged or stayed for a period
of 60 days; (vii) except as permitted by the Indenture, any Guarantee of a
Subsidiary Guarantor shall be held in any judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be in force and effect
or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary
Guarantor, shall deny or disaffirm its obligations under its Guarantee; and
(viii) certain events of bankruptcy or insolvency with respect to an Issuer or
any Restricted Subsidiary of the Partnership. If any Event of Default occurs and
is continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due and payable.
Notwithstanding the foregoing, so long as any Credit Facility shall be in full
force and effect, if an Event of Default pursuant to clause (v) above with
regard to such Credit Facility shall have occurred and be continuing, the Notes
shall not become due and payable until the earlier to occur of (x) five Business
Days following delivery of written notice of such acceleration of the Notes to
the agent under such Credit Facility and (y) the acceleration of any
Indebtedness under such Credit Facility. Notwithstanding the foregoing, in the
case of an Event of Default arising from certain events of bankruptcy or
insolvency, with respect to an Issuer, any Restricted Subsidiary of the
Partnership constituting a Significant Subsidiary or any group of Restricted
Subsidiaries of the Partnership that, taken together, would constitute a
Significant Subsidiary, all outstanding Notes will become due




                              Exhibit A-1 - Page 5

<PAGE>   107
and payable without further action or notice. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power. The Trustee
may withhold from Holders of the Notes notice of any continuing Default or Event
of Default (except a Default or Event of Default relating to the payment of
principal or interest) if it determines that withholding notice is in their
interest.

The Holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of the
Notes waive any existing Default or Event of Default and its consequences under
the Indenture except a continuing Default or Event of Default in the payment of
interest on, or the principal of, the Notes. The Partnership is required to
deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Issuers are required upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.

         13. Ranking. Payment and principal, premium, if any, and interest on,
and other Obligations with respect to, the Notes is subordinated, in the manner
and to the extent set forth in the Indenture, to prior payment in full of all
Senior Debt.

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

         15. No Recourse Against Others. A past, present or future director,
officer, partner, employee, incorporator, stockholder or member of an Issuer,
the General Partner or any Subsidiary Guarantor, as such, shall not have any
liability for any Obligations of either of the Issuers or any Subsidiary
Guarantor under the Notes, the Indenture or the Guarantees, or for any claim
based on, in respect of, or by reason of, such Obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for the issuance of the Notes.

         16. Authentication. This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

         17. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

         *18. Additional Rights and Obligations of Holders of Restricted Global
Notes and Restricted Definitive Notes. In addition to the rights provided to
Holders of Notes under the Indenture, Holders of Restricted Global Notes and
Restricted Certificated Notes shall have all the rights and obligations set
forth in the Registration Rights Agreement dated as of May 17, 2001, among the
Issuers, the Subsidiary Guarantors and the parties named on the signature pages
thereof (the "Registration Rights Agreement").

         19. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuers have caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

         The Issuers will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

                  El Paso Energy Partners, L.P.
                  4 Greenway Plaza
                  Houston, Texas 77046
                  Attention: Chief Financial Officer

* Section 18 appears only on the Series A Notes.



                              Exhibit A-1 - Page 6

<PAGE>   108
         with a copy to:

                  Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                  1900 Pennzoil Place, South Tower
                  711 Louisiana Street
                  Houston, Texas  77002
                  Attention:  J. Vincent Kendrick

* Section 18 appears only on the Series A Notes.

                              Exhibit A-1 - Page 7




<PAGE>   109

                              [FORM OF ASSIGNMENT]


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



--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)



--------------------------------------------------------------------------------
             (Print or type name, address and zip code of assignee)



and irrevocably appoint
                        --------------------------------------------------------
to transfer this Note on the books of the Issuers. The agent may substitute
another to act for him.



Date:                            Your Signature:
      ------------------------                  --------------------------------
                                                (Sign exactly as name appears on
                                                the other side of this Security)



                              Signature Guarantee *
























______________________

*        NOTICE: The Signature must be guaranteed by an Institution which is a
         member of one of the following recognized signature Guarantee Programs:
         (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The
         New York Stock Exchange Medallion Program (MNSP); (iii) The Stock
         Exchange Medallion Program (SEMP); or (iv) in such other guarantee
         program acceptable to the Trustee.

                              Exhibit A-1 - Page 8
<PAGE>   110

                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Issuers
pursuant to Section 3.09, 4.07 or 4.06 of the Indenture, check the box below:

         [ ] Section 3.09 and 4.07                 [ ] Section 4.06

         If you want to elect to have only part of the Note purchased by the
Issuers pursuant to Section 3.09, 4.07 or Section 4.06 of the Indenture, state
the amount you elect to have purchased (must be an integral multiple of $1,000):

$
 ------------------------------


Date:
     -------------- ----, -----  Your Signature:
                                                --------------------------------
                                                (Sign exactly as your name
                                                appears on the Note)


                                 Tax Identification No:
                                                       -------------------------


                             Signature Guarantee **




























______________________

**       NOTICE: The Signature must be guaranteed by an Institution which is a
         member of one of the following recognized signature Guarantee Programs:
         (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The
         New York Stock Exchange Medallion Program (MNSP); (iii) The Stock
         Exchange Medallion Program (SEMP); or (iv) in such other guarantee
         program acceptable to the Trustee.

                              Exhibit A-1 - Page 9
<PAGE>   111
             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

         The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Certificated Note, or exchanges of a part of
another Global Note or Certificated Note for an interest in this Global Note,
have been made:

<TABLE>
<CAPTION>
                                                                            Principal amount of         Signature of
                           Amount of decrease in   Amount of increase in      this Global Note      authorized signatory
    Date of Exchange        Principal amount of       Principal amount         following such        of Trustee or Note
                              this Global Note      of this Global Note    decrease (or increase)         Custodian
------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>                     <C>                     <C>                     <C>

</TABLE>






* This schedule should only be included if the Note is issued in global form.


                              Exhibit A-1 Page 10
<PAGE>   112

                                                                     EXHIBIT A-2

                  (Face of Regulation S Temporary Global Notes)

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED PURSUANT TO SECTION 2.06(a) OF THE SUPPLEMENT INDENTURE, (III) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS.(1)

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.

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

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

THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUERS OF THIS NOTE THAT:
(A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I)
TO EL PASO ENERGY PARTNERS, L.P., EL PASO ENERGY PARTNERS FINANCE CORPORATION,
OR ANY SUBSIDIARY OF EL PASO ENERGY PARTNERS, L.P., (II) IN THE UNITED STATES TO
A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE
HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF
THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

                                                             CUSIP:
                                                                    ------------

         8 1/2% [Series A] [Series B] Senior Subordinated Note due 2011

No.                                                              $
    ----                                                          --------------
                          EL PASO ENERGY PARTNERS, L.P.
                                       and

                   EL PASO ENERGY PARTNERS FINANCE CORPORATION

promise to pay to _______________________ or registered assigns, the principal
sum of _________________________ Dollars of the United States of America [or
such greater or lesser amount as may from time to time be endorsed on the
Schedule of Exchanges of Interests in the Global Note](1) on June 1, 2011.

Interest Payment Dates: June 1 and December 1 of each year

Record Dates: May 15 and November 15

                               Exhibit A-2 Page 1

<PAGE>   113

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

Unless the certificate of authorization hereon has been duly executed by the
Trustee referred to on the reverse hereof by manual signature, this Note shall
not be entitled to any benefit of this Indenture or be valid or obligatory for
any purpose.

Dated: ________ __, ____

EL PASO ENERGY PARTNERS FINANCE        EL PASO ENERGY PARTNERS, L.P.
CORPORATION                            By: El Paso Energy Partners Company,
                                           as General Partner

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

Certificate of Authentication:

This is one of the Notes referred to in the within-mentioned Indenture.

THE CHASE MANHATTAN BANK, as Trustee

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

Dated:
       -----------, ----

(1)      This is included in Global Notes only.
*        Legend appears only on the Series A Notes.

                               Exhibit A-2 Page 2

<PAGE>   114

                  (Back of Regulation S Temporary Global Note)
         8 1/2% [Series A] [Series B] Senior Subordinated Note due 2011

         Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

         1.   Interest. El Paso Energy Partners, L.P., a Delaware limited
partnership (the "Partnership"), and El Paso Energy Partners Finance Corporation
("El Paso Finance") and, together with the Partnership, the "Issuers"), promise
to pay interest on the principal amount of this Note at 8 1/2% per annum and
shall pay any Liquidated Damages payable pursuant to Section 5 of the
Registration Rights Agreement referred to below. The Issuers will pay interest
and Liquidated Damages, if any, semi-annually on June 1 and December 1 of each
year, or if any such day is not a Business Day, on the next succeeding Business
Day (each an "Interest Payment Date"). Interest on the Notes will accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from the Issue Date; provided that if there is no existing Default in the
payment of interest, and if this Note is authenticated between a record date
referred to on the face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment Date; provided,
further, that the first Interest Payment Date shall be December 1, 2001. The
Issuers shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time to
time on demand at the rate then in effect; the Issuers shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest and Liquidated Damages (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year
comprised of twelve 30-day months.

         2.   Method of Payment. The Issuers will pay interest on the Notes
(except defaulted interest) and Liquidated Damages to the Persons who are
registered Holders of Notes at the close of business on the May 15 and November
15 next preceding the Interest Payment Date, even if such Notes are cancelled
after such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted interest.
The Notes will be payable as to principal, premium and interest and Liquidated
Damages, if any, at the office or agency of the Issuers maintained for such
purpose within the City and State of New York, or, at the option of the Issuers,
payment of interest and Liquidated Damages, if any, may be made by check mailed
to the Holders at their addresses set forth in the register of Holders, and
provided that payment by wire transfer of immediately available funds will be
required with respect to principal of and interest, premium and Liquidated
Damages, if any, on, all Global Notes and all other Notes the Holders of which
shall have provided wire transfer instructions to the Issuers or the Paying
Agent. Such payment shall be in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts.

         3.   Paying Agent and Registrar. Initially, The Chase Manhattan Bank,
the Trustee under the Indenture, will act as Paying Agent and Registrar. The
Issuers may change any Paying Agent or Registrar without notice to any Holder.
The Issuers or any of the Subsidiary Guarantors may act in any such capacity.

         4.   Indenture. The Issuers issued the Notes under an Indenture
dated as of May 17, 2001 ("Indenture") among the Issuers, the Subsidiary
Guarantors and the Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The
Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. To the extent any provision of this
Note conflicts with the express provisions of the Indenture, the provisions of
the Indenture shall govern and be controlling. The Notes are unsecured general
obligations of the Issuers. Payment of the Notes and Guarantees and related
obligations are subordinated to the prior payment in full in cash of Senior Debt
and Guarantor Senior Debt to the extent provided in the Indenture.

         5.   Optional Redemption.

         (a)  Except as set forth in subparagraph (b) of this Paragraph 5,
the Issuers shall not have the option to redeem the Notes prior to June 1, 2006.
From and after June 1, 2006, the Issuers shall have the option to redeem the
Notes, in whole or in part, upon not less than 30 nor more than 60 days' notice,
at the redemption prices (expressed as percentages of principal amount) set
forth below plus accrued and unpaid interest, if any, and Liquidated Damages, if
any, thereon to the applicable redemption date, if redeemed during the
twelve-month period beginning on June 1 of the years indicated below:


                               Exhibit A-2 Page 3

<PAGE>   115

              Year                                      Percentage
              ----                                      ----------
              2006 ...................................  104.250

              2007 ...................................  102.833

              2008 ...................................  101.417

              2009 and thereafter.....................  100.000


         (b)  Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, at any time prior to June 1, 2004, the Issuers may (but shall not
have the obligation to) redeem, on one or more occasions, up to an aggregate of
33% of the aggregate principal amount of Notes originally issued under this
Indenture at a redemption price equal to 108.500% of the principal amount
thereof, plus accrued and unpaid interest and Liquidated Damages thereon, if
any, to the redemption date, with the net cash proceeds of one or more Equity
Offerings; provided that at least 67% of the aggregate principal amount of Notes
originally issued under this Indenture remains outstanding immediately after the
occurrence of such redemption (excluding for purposes of determining the Notes
that remain outstanding any Notes held by the Issuers or any Restricted
Subsidiary of the Partnership); and provided further, that such redemption shall
occur within 90 days of the date of the closing of such Equity Offering.

         6.   Mandatory Redemption. Except as set forth in paragraph 7 below,
the Issuers shall not be required to make mandatory redemption payments with
respect to the Notes.

         7.   Repurchase at Option of Holder.

         (a)  If there is a Change of Control, each Holder of Notes will
have the right to require the Issuers to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of each Holder's Notes (the "Change of
Control Offer") at a purchase price equal to 101% of the aggregate principal
amount of the Notes repurchased plus accrued and unpaid interest, if any,
thereon, and Liquidated Damages, if any, thereon, to the date of purchase.
Within 30 days following any Change of Control, the Issuers shall mail a notice
to each Holder setting forth the procedures governing the Change of Control
Offer as required by the Indenture and information regarding such other matters
as is required under Section 4.06 of the Indenture. The Holder of this Note may
elect to have this Note or a portion hereof in an authorized denomination
purchased by completing the form entitled "Option of Holder to Elect Purchase"
appearing below and tendering this Note pursuant to the Change of Control Offer.

         (b)  If the Issuers or any Restricted Subsidiary of the Partnership
consummates an Asset Sale, the Issuers shall promptly commence a pro rata offer
to all Holders of Notes and all holders of other Indebtedness that is pari passu
with the Notes containing provisions similar to those set forth in the Indenture
with respect to offers to purchase or redeem with the proceeds of sales of
assets (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to
purchase the maximum principal amount of Notes and such other pari passu
Indebtedness that may be purchased out of the Net Proceeds at an offer price in
cash in an amount equal to 100% of the principal amount thereof plus accrued and
unpaid interest, if any, thereon, and Liquidated Damages (in the case of the
Notes) thereon, to the date of purchase in accordance with the procedures set
forth in the Indenture. If the aggregate principal amount of Notes surrendered
by Holders thereof exceeds the amount of Excess Proceeds allocated for
repurchase of Notes, the Trustee shall select the Notes to be purchased on a pro
rata basis. Holders of Notes that are the subject of an offer to purchase will
receive an Asset Sale Offer from the Issuers prior to any related purchase date
and may elect to have such Notes purchased by completing the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Notes.

         8.   Notice of Redemption. Notice of redemption will be mailed at
least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest and Liquidated Damages, if
any, cease to accrue on Notes or portions thereof called for redemption unless
the Issuers defaults in making such redemption payment.


         9.   Denominations, Transfer, Exchange. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be

                               Exhibit A-2 Page 4

<PAGE>   116


exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Issuers may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Issuers need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, it need not exchange or register the transfer of any Notes for a
period of 15 days before the mailing of a notice of redemption or during the
period between a record date and the corresponding Interest Payment Date.

         10.  Persons Deemed Owners. The registered Holder of a Note may be
treated as its owner for all purposes.

         11.  Amendment, Supplement and Waiver. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the then outstanding
Notes, and any existing default or compliance with any provision of the
Indenture, the Guarantees, or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes. Without
the consent of any Holder of a Note, the Indenture, the Guarantees, or the Notes
may be amended or supplemented to cure any ambiguity, defect or inconsistency,
to provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of an Issuer's or a Subsidiary Guarantor's
obligations to Holders of the Notes in case of a merger or consolidation or sale
of all or substantially all of such Issuer's assets, to add or release
Subsidiary Guarantors pursuant to the terms of the Indenture, to make any change
that would provide any additional rights or benefits to the Holders of the Notes
or surrender any right or power conferred upon the Issuers or the Subsidiary
Guarantors by the Indenture that does not adversely affect the legal rights
under the Indenture of any such Holder, to comply with the requirements of the
SEC in order to effect or maintain the qualification of the Indenture under the
Trust Indenture Act or to evidence or provide for the acceptance of appointment
under the Indenture of a successor Trustee.

         12.  Defaults and Remedies. Events of Default include in summary
form: (i) default for 30 days in the payment when due of interest on or
Liquidated Damages, if any, with respect to the Notes (whether or not prohibited
by Article 10 of the Indenture); (ii) default in payment when due of the
principal of or premium, if any, on the Notes (whether or not prohibited by
Article 10 of the Indenture); (iii) failure by the Partnership or any of its
Restricted Subsidiaries to comply with Sections 3.09, 4.06 and 4.07 of the
Indenture; (iv) failure by the Partnership of the Partnership for 60 days after
notice to the Issuers by the Trustee or to the Issuers and the Trustee by the
Holders of at least 25% in principal amount of the Notes then outstanding to
comply with certain other agreements in the Indenture or the Notes (provided
that no such notice need be given, and an Event of Default shall occur 60 days
after a failure by an Issuer or any Restricted Subsidiary of the Partnership to
comply with the covenants in Section 4.08, 4.09 or 5.01 of the Indenture); (v)
default under any mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any Indebtedness for money
borrowed by an Issuer or any of its Restricted Subsidiary of the Partnership (or
the payment of which is guaranteed by an Issuer or any Restricted Subsidiary of
the Partnership) whether such Indebtedness or guarantee now exists, or is
created after the date of the Indenture, if that default (a) is caused by a
failure to pay principal of or premium, if any, or interest on such Indebtedness
prior to the expiration of the grace period provided in such Indebtedness on the
date of such default (a "Payment Default") or (b) results in the acceleration of
such Indebtedness prior to its express maturity and, in each case, the principal
amount of any such Indebtedness, together with the principal amount of any other
such Indebtedness under which there has been a Payment Default or the maturity
of which has been so accelerated, aggregates $20.0 million or more; (vi) the
failure by an Issuer or any Restricted Subsidiary of the Partnership to pay
final judgments by courts of competent jurisdiction aggregating in excess of
$10.0 million, which judgments are not paid, discharged or stayed for a period
of 60 days; (vii) except as permitted by the Indenture, any Guarantee of a
Subsidiary Guarantor shall be held in any judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be in force and effect
or any Subsidiary Guarantor, or any Person acting on behalf of any Guarantor,
shall deny or disaffirm its obligations under its Guarantee; and (viii) certain
events of bankruptcy or insolvency with respect to an Issuer or any Restricted
Subsidiary of the Partnership. If any Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable.
Notwithstanding the foregoing, so long as any Credit Facility shall be in full
force and effect, if an Event of Default pursuant to clause (v) above with
regard to such Credit Facility shall have occurred and be continuing, the Notes
shall not become due and payable until the earlier to occur of (x) five business
days following delivery of written notice of such acceleration of the Notes to
the agent under such Credit Facility and (y) the acceleration of any
Indebtedness under such Credit Facility. Notwithstanding the foregoing, in the
case of an Event of Default arising from certain events of bankruptcy or
insolvency, with respect to an Issuer, any Restricted Subsidiary of the
Partnership constituting a Significant Subsidiary or any group of Restricted
Subsidiaries of the Partnership that, taken together, would constitute a
Significant Subsidiary, all outstanding Notes will become due and payable
without further action or notice. Holders may not enforce the Indenture or the
Notes except as provided in

                               Exhibit A-2 Page 5

<PAGE>   117

the Indenture. Subject to certain limitations, Holders of a majority in
principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest) if it
determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of interest on,
or the principal of, the Notes. The Partnership is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the
Issuers are required upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.

         13.  Ranking.  Payment and principal, premium, if any, and interest on,
and other Obligations with respect to, the Notes is subordinated, in the manner
and the extent set forth in the Indenture, to prior payment in full of all
Senior Debt.

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

         15.  No Recourse Against Others. A past, present or future director,
officer, partner, employee, incorporator or stockholder or member of an Issuer,
the General Partner or any Subsidiary Guarantor, as such, shall not have any
liability for any Obligations of either of the Issuers or any Subsidiary
Guarantor under the Notes, the Indenture or the Guarantees, or for any claim
based on, in respect of, or by reason of, such Obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for the issuance of the Notes.

         16.  Authentication. This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.

         17.  Abbreviations. Customary abbreviations may be used in the name of
 a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

        *18.  Additional Rights and Obligations of Holders of Restricted
Global Notes and Restricted Cetificated Notes. In addition to the rights
provided to Holders of Notes under the Indenture, Holders of Restricted Global
Notes and Restricted Certificated Notes shall have all the rights and
obligations set forth in the Registration Rights Agreement dated as of May 17,
2001, among the Issuers, the Subsidiary Guarantor and the parties named on the
signature pages thereof (the "Registration Rights Agreement").

         19.  CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuers have caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

         The Issuers will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

                  El Paso Energy Partners, L.P.
                  1001 Louisiana
                  Houston, Texas  77002
                  Attention: Chief Financial Officer

         with a copy to:


* Section 18 appears only on Series A Notes.

                               Exhibit A-2 Page 6

<PAGE>   118


                  Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                  1900 Pennzoil Place, South Tower
                  711 Louisiana Street
                  Houston, Texas  77002
                  Attention:  J. Vincent Kendrick

* Section 18 appears only on Series A Notes.

                               Exhibit A-2 Page 7


<PAGE>   119

                              [FORM OF ASSIGNMENT]


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

--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)


--------------------------------------------------------------------------------
             (Print or type name, address and zip code of assignee)



and irrevocably appoint
                        --------------------------------------------------------
to transfer this Note on the books of the Issuers. The agent may substitute
another to act for him.


Date:                             Your Signature:
      ------------------------                  --------------------------------
                                                (Sign exactly as name appears on
                                                the other side of this Security)



                              Signature Guarantee *














   ____________________

   *     NOTICE: The Signature must be guaranteed by an Institution which is
         a member of one of the following recognized signature Guarantee
         Programs: (i) The Securities Transfer Agent Medallion Program (STAMP);
         (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The
         Stock Exchange Medallion Program (SEMP); or (iv) in such other
         guarantee program acceptable to the Trustee.


                               Exhibit A-2 Page 8

<PAGE>   120

                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Issuers
pursuant to Section 3.09, 4.06 or 4.07 of the Indenture, check the box below:

         [  ]  Section 3.09                [  ]  Section 4.06

         If you want to elect to have only part of the Note purchased by the
Issuers pursuant to Section 3.09 or Section 4.06 or Section 4.07 of the
Indenture, state the amount you elect to have purchased (must be an integral
multiple of $1,000):


$ -----------------------


Date ------- --, --------  Your Signature: ------------------------------------
                                           (Sign exactly as your name appears
                                            on the Note)


                           Tax Identification No: -----------------------------


                           Signature Guarantee **















   __________________________

   **     NOTICE: The Signature must be guaranteed by an Institution which is
          a member of one of the following recognized signature Guarantee
          Programs: (i) The Securities Transfer Agent Medallion Program (STAMP);
          (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The
          Stock Exchange Medallion Program (SEMP); or (iv) in such other
          guarantee program acceptable to the Trustee.


                               Exhibit A-2 Page 9


<PAGE>   121

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

         The following exchanges of a part of this Global Note for an interest
in another Global Note or for an interest in another Global Note or of other
Restricted Global Notes for an interest in this Regulation S Temporary Global
Note, have been made:

<TABLE>
<CAPTION>
                                                                            Principal amount of         Signature of
                           Amount of decrease in   Amount of increase in      this Global Note      authorized signatory
                            Principal amount of     Principal amount of        following such        of Trustee or Note
    Date of Exchange          this Global Note        this Global Note     decrease (or increase)         Custodian
------------------------------------------------------------------------------------------------------------------------
<S>                        <C>                     <C>                     <C>                      <C>



















</TABLE>
                              Exhibit A-2 - Page 10
<PAGE>   122

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER


The Chase Manhattan Bank
600 Travis, Suite 1150
Houston, Texas 77002
Attention:  Corporate Trust Division

[Registrar address block]

                  Re:      8 1/2% Senior Subordinated Notes due 2011 of El Paso
                           Energy Partners, L.P. and El Paso Energy Partners
                           Finance Corporation

         Reference is hereby made to the Indenture, dated as of May 17, 2001
(the "Indenture"), between El Paso Energy Partners, L.P. and El Paso Energy
Partners Finance Corporation, as issuers (the "Issuers"), the Persons acting as
guarantors and named herein (the "Subsidiary Guarantors") and The Chase
Manhattan Bank, as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

         ___________________________________________, (the "Transferor") owns
and proposes to transfer the Note[s] or interest in such Note[s] specified in
Annex A hereto, in the principal amount of $_________________________ in such
Note[s] or interests (the "Transfer"), to _______________________________ (the
"Transferee"), as further specified in Annex A hereto. In connection with the
Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

         1. [ ] Check if Transferee will take delivery of a beneficial interest
in the 144A Global Note or a Certificated Note Pursuant to Rule 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the United States Securities Act of 1933, as amended (the "Securities Act"),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Certificated Note is being transferred to a Person that the
Transferor reasonably believed and believes is purchasing the beneficial
interest or Certificated Note for its own account, or for one or more accounts
with respect to which such Person exercises sole investment discretion, and such
Person and each such account is a "qualified institutional buyer" within the
meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and
such Transfer is in compliance with any applicable blue sky securities laws of
any state of the United States. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Certificated Note will be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the 144A Global Note and/or the
Certificated Note and in the Indenture and the Securities Act.

         2. [ ] Check if Transferee will take delivery of a beneficial interest
in the Regulation S Temporary Global Note, the Regulation S Global Note or a
Certificated Note pursuant to Regulation S. The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act
and, accordingly, the Transferor hereby further certifies that (i) the Transfer
is not being made to a person in the United States and (x) at the time the buy
order was originated, the Transferee was outside the United States or such
Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act, and (iv) if the proposed transfer is being
made prior to the expiration of the Distribution Compliance Period, the transfer
is not being made to a U.S. Person or for the account or benefit of a U.S.
Person (other than an Initial Purchaser). Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Certificated Note will be subject to the restrictions on
Transfer enumerated in the Private Placement Legend printed on the Regulation S
Global Note, the Temporary Regulation S Global Note and/or the Certificated Note
and in the Indenture and the Securities Act.

                               Exhibit B - Page 1
<PAGE>   123

         3. [ ] Check and complete if Transferee will take delivery of a
beneficial interest in the Restricted Global Note or a Certificated Note
pursuant to any provision of the Securities Act other than Rule 144A or
Regulation S. The Transfer is being effected in compliance with the transfer
restrictions applicable to beneficial interests in Restricted Global Notes and
Restricted Certificated Notes and pursuant to and in accordance with the
Securities Act and any applicable blue sky securities laws of any state of the
United States, and accordingly the Transferor hereby further certifies that
(check one):

         (a) [ ] such Transfer is being effected pursuant to and in accordance
with Rule 144 under the Securities Act;

                                       or

         (b) [ ] such Transfer is being effected to the Partnership, El Paso
Finance or a Restricted Subsidiary of the Partnership;

                                       or

         (c) [ ] such Transfer is being effected pursuant to an effective
registration statement under the Securities Act and in compliance with the
prospectus delivery requirements of the Securities Act;

                                       or

         (d) [ ] such Transfer is being effected to an Institutional Accredited
Investor and pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor
hereby further certifies that the Transfer complies with the transfer
restrictions applicable to beneficial interests in a Restricted Global Note or
Restricted Certificated Notes and the requirements of the exemption claimed,
which certification is supported by (1) a certificate executed by the Transferee
in the form of Exhibit E to the Indenture and (2) if such Transfer is in respect
of a principal amount of Notes at the time of transfer of less than $250,000, an
Opinion of Counsel provided by the Transferor or the Transferee (a copy of which
the Transferor has attached to this certification), to the effect that such
Transfer is in compliance with the Securities Act. Upon consummation of the
proposed transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Certificated Note will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Note and/or the Certificated Notes and in the Indenture and the
Securities Act.

         4. [ ] Check if Transferee will take delivery of a beneficial interest
in an Unrestricted Global Note or of an Unrestricted Certificated Note.

         (a) [ ] Check if Transfer is pursuant to Rule 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Certificated
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Certificated Notes and in the Indenture.

         (b) [ ] Check if Transfer is Pursuant to Regulation S. (i) The Transfer
is being effected pursuant to and in accordance with Rule 903 or Rule 904 under
the Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any state of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Certificated Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Certificated Notes and in the Indenture.

                               Exhibit B - Page 2
<PAGE>   124

         (c) [ ] Check if Transfer is Pursuant to Other Exemption. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144,
Rule 903 or Rule 904 and in compliance with the transfer restrictions contained
in the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Certificated Note will not be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes or Restricted Certificated Notes and in the Indenture.

         This certificate and the statements contained herein are made for your
benefit and for the benefit of the Issuers and Credit Suisse First Boston
Corporation, Goldman, Sachs & Co. and J.P. Morgan Securities Inc. (collectively,
the "Initial Purchasers"), the Initial Purchasers of such Notes being
transferred. We acknowledge that you, the Issuers and the Initial Purchasers
will rely upon our confirmations, acknowledgments and agreements set forth
herein, and we agree to notify you promptly in writing if any of our
representations or warranties herein ceases to be accurate and complete.


         [Insert Name of Transferor]


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


Dated:
      -------------------------, ----------

cc:      Issuers
         Initial Purchasers

                               Exhibit B - Page 3
<PAGE>   125

                       ANNEX A TO CERTIFICATE OF TRANSFER

1.       The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

         (a)  [  ]  a beneficial interest in the:

                  (i)   [  ]  144A Global Note (CUSIP          ), or

                  (ii)  [  ]  Regulation S Global Note (CUSIP          ), or

                  (iii) [  ]  Restricted Global Note (CUSIP ______); or

         (b)  [  ]  a Restricted Certificated Note.


2.       After the Transfer the Transferee will hold:

                                   [CHECK ONE]

         (a)  [  ]  a beneficial interest in the:

                  (i)   [  ]  144A Global Note (CUSIP         ), or

                  (ii)  [  ]  Regulation S Global Note (CUSIP         ), or

                  (iii) [  ]  Restricted Global Note (CUSIP ______), or

                  (iv)  [  ]  Unrestricted Global Note (CUSIP         ); or

         (b)  [  ]  a Restricted Certificated Note; or

         (c)  [  ]  an Unrestricted Certificated Note,

in accordance with the terms of the Indenture.

                               Exhibit B - Page 4
<PAGE>   126

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE


The Chase Manhattan Bank
600 Travis, Suite 1150
Houston, Texas 77002
Attention:  Corporate Trust Division

[Registrar address block]

                  Re:      8 1/2% Senior Subordinated Notes due 2011 of El Paso
                           Energy Partners, L.P. and El Paso Energy Partners
                           Finance Corporation

                              (CUSIP _____________)

         Reference is hereby made to the Indenture, dated as of May 17, 2001,
(the "Indenture"), between El Paso Energy Partners, L.P. and El Paso Energy
Partners Finance Corporation, as issuers (the "Issuers"), the Persons acting as
guarantors and named therein (the "Subsidiary Guarantors") and The Chase
Manhattan Bank, as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

         _____________________________, (the "Owner") owns and proposes to
exchange the Note[s] or interest in such Note[s] specified herein, in the
principal amount of $_________________________ in such Note[s] or interests (the
"Exchange"). In connection with the Exchange, the Owner hereby certifies that:

         1. Exchange of Restricted Certificated Notes or Beneficial Interests in
a Restricted Global Note for Unrestricted Certificated Notes or Beneficial
Interests in an Unrestricted Global Note

         (a) [ ] Check if Exchange is from beneficial interest in a Restricted
Global Note to beneficial interest in an Unrestricted Global Note. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the "Securities Act"), (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

         (b) [ ] Check if Exchange is from beneficial interest in a Restricted
Global Note to Unrestricted Certificated Note. In connection with the Exchange
of the Owner's beneficial interest in a Restricted Global Note for an
Unrestricted Certificated Note, the Owner hereby certifies (i) the Certificated
Note is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Certificated Note is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

         (c) [ ] Check if Exchange is from Restricted Certificated Note to
beneficial interest in an Unrestricted Global Note. In connection with the
Owner's Exchange of a Restricted Certificated Note for a beneficial interest in
an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Certificated Notes and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance

                                      C-1
<PAGE>   127
with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

         (d) [ ] Check if Exchange is from Restricted Certificated Note to
Unrestricted Certificated Note. In connection with the Owner's Exchange of a
Restricted Certificated Note for an Unrestricted Certificated Note, the Owner
hereby certifies (i) the Unrestricted Certificated Note is being acquired for
the Owner's own account without transfer, (ii) such Exchange has been effected
in compliance with the transfer restrictions applicable to Restricted
Certificated Notes and pursuant to and in accordance with the Securities Act,
(iii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the Unrestricted Certificated Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.

         2. Exchange of Restricted Certificated Notes or Beneficial Interests in
Restricted Global Notes for Restricted Certificated Notes or Beneficial
Interests in Restricted Global Notes

         (a) [ ] Check if Exchange is from beneficial interest in a Restricted
Global Note to Restricted Certificated Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Certificated Note with an equal principal amount, the Owner hereby certifies
that the Restricted Certificated Note is being acquired for the Owner's own
account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Certificated Note
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Certificated Note and in
the Indenture and the Securities Act.

         (b) [ ] Check if Exchange is from Restricted Certificated Note to
beneficial interest in a Restricted Global Note. In connection with the Exchange
of the Owner's Restricted Certificated Note for a beneficial interest in the
[CHECK ONE] [ ] 144A Global Note, [ ] Regulation S Global Note, [ ] Restricted
Global Note, with an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.

             This certificate and the statements contained herein are made for
your benefit and the benefit of the Issuers and Credit Suisse First Boston
Corporation, Goldman, Sachs & Co. and JP Morgan Chase (collectively, the
"Initial Purchasers"), the Initial Purchasers of such Notes being transferred.
We acknowledge that you, the Issuers and the Initial Purchasers will rely upon
our confirmations, acknowledgments and agreements set forth herein, and we agree
to notify you promptly in writing if any of our representations or warranties
herein ceases to be accurate and complete.


         [Insert Name of Owner]



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


Dated:
      ------------------, ---------


cc:      Issuers
         Initial Purchasers

                                      C-2
<PAGE>   128

                                                                       EXHIBIT D

                           FORM OF GUARANTEE NOTATION


         Subject to the limitations set forth in the Indenture (the "Indenture")
referred to in the Note upon which this notation is endorsed, each of the
entities listed on Schedule A hereto (hereinafter referred to as the "Subsidiary
Guarantors," which term includes any successor or additional Subsidiary
Guarantor under the Indenture, (i) has unconditionally guaranteed: (a) the due
and punctual payment of the principal of and interest on the Notes, whether at
maturity or interest payment date, by acceleration, call for redemption or
otherwise, (b) the due and punctual payment of interest on the overdue principal
of and (if lawful) interest on the Notes, (c) the due and punctual performance
of all other Obligations of the Issuers to the Holders or the Trustee, all in
accordance with the terms set forth in the Indenture, and (d) in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at Stated
Maturity, by acceleration or otherwise and (ii) has agreed to pay any and all
costs and expenses (including reasonable attorneys' fees) incurred by the
Trustee or any Holder in enforcing any rights under this Guarantee.

         This Guarantee Notation is subject to the limitations set forth in the
Indenture, including Article 11 thereof.

         No member, stockholder, partner, officer, employee, director or
incorporator, as such, past, present or future, of the Subsidiary Guarantors
shall have any personal liability under this Guarantee by reason of his or its
status as such member, manager, partner, stockholder, officer, employee,
director or incorporator.

         The Guarantee shall be binding upon each Subsidiary Guarantor and its
successors and assigns and shall inure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges
herein conferred upon that party shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions hereof.

         Each Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication on the Note upon which this notation of
Guarantee is noted shall have been executed by the Trustee under the Indenture
by the manual signature of one of its authorized officers.

         The obligations of the Subsidiary Guarantors to the Holders of Notes
and to the Trustee pursuant to the Guarantees and the Indenture are expressly
subordinated to the extent set forth in Articles 10 and 11 of the Indenture and
reference is hereby made to such Indenture for the precise terms of such
subordination.

         Certain of the Subsidiary Guarantors may be released from their
Guarantees upon the terms and subject to the conditions provided in the
Indenture.

                       ARGO II, L.L.C.*
                       CRYSTAL HOLDING, L.L.C.*
                       CRYSTAL PROPERTIES AND TRADING COMPANY, L.L.C.*
                       DELOS OFFSHORE COMPANY, L.L.C.*
                       EL PASO ENERGY PARTNERS DEEPWATER, L.L.C.*
                       EL PASO ENERGY PARTNERS OIL TRANSPORT, L.L.C.*
                       EL PASO ENERGY PARTNERS OPERATING COMPANY, L.L.C.*
                       EWING BANK GATHERING COMPANY, L.L.C.*
                       FIRST RESERVE GAS, L.L.C.*
                       FLEXTREND DEVELOPMENT COMPANY, L.L.C.*
                       GREEN CANYON PIPE LINE COMPANY, L.P.*
                       HATTIESBURG GAS STORAGE COMPANY*
                       HATTIESBURG INDUSTRIAL GAS SALES COMPANY, L.L.C.*
                       MANTA RAY GATHERING COMPANY, L.L.C.*
                       PETAL GAS STORAGE COMPANY, L.L.C.*
                       POSEIDON PIPELINE COMPANY, L.L.C.
                       VK DEEPWATER GATHERING COMPANY, L.L.C.*
                       VK-MAIN PASS GATHERING COMPANY, L.L.C.*

                                      D-1
<PAGE>   129

                                    VIOSCA KNOLL GATHERING COMPANY*



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

                                      D-2