<PAGE>
                                                                     EXHIBIT 4.1





===============================================================================

                          SOUTHERN NATURAL GAS COMPANY,

                                   as Company




                                       and




                              THE BANK OF NEW YORK,

                                   as Trustee


                                   ----------



                                    INDENTURE

                            Dated as of March 5, 2003

                              Series A and Series B

                              8 7/8% Notes due 2010





===============================================================================








<PAGE>







                                TABLE OF CONTENTS




                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

<Table>
<Caption>

                                                                                                        PAGE
<S>                                                                                                     <C>
Section 1.01. Definitions................................................................................1
Section 1.02. Other Definitions..........................................................................13
Section 1.03. Incorporation by Reference of Trust Indenture Act..........................................13
Section 1.04. Rules of Construction......................................................................14

                                   ARTICLE II

                                 THE SECURITIES

Section 2.01. Form and Dating............................................................................14
Section 2.02. Execution and Authentication...............................................................15
Section 2.03. Registrar and Paying Agent.................................................................16
Section 2.04. Paying Agent to Hold Money in Trust........................................................17
Section 2.05. Holder Lists...............................................................................17
Section 2.06. Transfer and Exchange......................................................................17
Section 2.07. Certificated Securities....................................................................22
Section 2.08. Replacement Securities.....................................................................23
Section 2.09. Outstanding Securities.....................................................................23
Section 2.10. Treasury Securities........................................................................24
Section 2.11. Temporary Securities.......................................................................24
Section 2.12. Cancellation...............................................................................24
Section 2.13. Defaulted Interest.........................................................................24
Section 2.14. Persons Deemed Owners......................................................................25
Section 2.15. CUSIP Numbers..............................................................................25

                                   ARTICLE III

                                    COVENANTS

Section 3.01. Payment of Securities......................................................................25
Section 3.02. Maintenance of Office or Agency............................................................25
Section 3.03. SEC Reports; Financial Statements..........................................................26
Section 3.04. Compliance Certificate.....................................................................27
Section 3.05. Limitation on Liens........................................................................27
Section 3.06. [Reserved.]................................................................................31
Section 3.07. Limitation on Restricted Payments..........................................................31
Section 3.08. Limitation on Incurrence of Debt...........................................................34
</Table>


                                      -i-
<PAGE>

<Table>
<Caption>
                                                                                                        PAGE

<S>                                                                                                     <C>
Section 3.09. Limitation on Participation in El Paso's Cash Management Program...........................35
Section 3.10. Limitation on Transactions with Affiliates.................................................36
Section 3.11. Waiver of Stay, Extension or Usury Laws....................................................37

                                   ARTICLE IV

                         CONSOLIDATION, MERGER AND SALE

Section 4.01. Limitation on Mergers and Consolidations...................................................38
Section 4.02. Successors Substituted.....................................................................38

                                    ARTICLE V

                              DEFAULTS AND REMEDIES

Section 5.01. Events of Default..........................................................................39
Section 5.02. Acceleration...............................................................................40
Section 5.03. Other Remedies.............................................................................41
Section 5.04. Waiver of Existing Defaults................................................................41
Section 5.05. Control by Majority........................................................................42
Section 5.06. Limitations on Suits.......................................................................42
Section 5.07. Rights of Holders to Receive Payment.......................................................43
Section 5.08. Collection Suit by Trustee.................................................................43
Section 5.09. Trustee May File Proofs of Claim...........................................................43
Section 5.10. Priorities.................................................................................44
Section 5.11. Undertaking for Costs......................................................................44

                                   ARTICLE VI

                                     TRUSTEE

Section 6.01. Duties of Trustee..........................................................................44
Section 6.02. Rights of Trustee..........................................................................45
Section 6.03. Individual Rights of Trustee...............................................................47
Section 6.04. Trustee's Disclaimer.......................................................................47
Section 6.05. Notice of Defaults.........................................................................47
Section 6.06. Reports by Trustee to Holders..............................................................47
Section 6.07. Compensation and Indemnity.................................................................47
Section 6.08. Replacement of Trustee.....................................................................48
Section 6.09. Successor Trustee by Merger, etc...........................................................49
Section 6.10. Eligibility; Disqualification..............................................................50
Section 6.11. Preferential Collection of Claims Against Company..........................................50

</Table>

                                      -ii-
<PAGE>

<Table>
<Caption>

                                   ARTICLE VII

                       DISCHARGE OF INDENTURE; DEFEASANCE

<S>                                                                                                     <C>
Section 7.01. Discharge of Indenture.....................................................................50
Section 7.02. Legal Defeasance...........................................................................51
Section 7.03. Covenant Defeasance........................................................................52
Section 7.04. Conditions to Legal Defeasance or Covenant Defeasance......................................52
Section 7.05. Deposited Money and U.S. Government Obligations To Be
                      Held in Trust; Other Miscellaneous Provisions......................................53
Section 7.06. Reinstatement..............................................................................54
Section 7.07. Moneys Held by Paying Agent................................................................54
Section 7.08. Moneys Held by Trustee.....................................................................54

                                  ARTICLE VIII

                                   AMENDMENTS

Section 8.01. Without Consent of Holders.................................................................55
Section 8.02. With Consent of Holders....................................................................56
Section 8.03. Compliance with Trust Indenture Act........................................................57
Section 8.04. Revocation and Effect of Consents..........................................................57
Section 8.05. Notation on or Exchange of Securities......................................................58
Section 8.06. Trustee to Sign Amendments, etc............................................................58

                                   ARTICLE IX

                                   REDEMPTION

Section 9.01. Notices to Trustee.........................................................................58
Section 9.02. Selection of Securities to be Redeemed.....................................................59
Section 9.03. Notices to Holders.........................................................................59
Section 9.04. Effect of Notices of Redemption............................................................60
Section 9.05. Deposit of Redemption Price................................................................60
Section 9.06. Securities Redeemed in Part................................................................60

                                    ARTICLE X

                                  MISCELLANEOUS

Section 10.01. Trust Indenture Act Controls..............................................................61
Section 10.02. Notices...................................................................................61
Section 10.03. Communication by Holders with Other Holders...............................................62
Section 10.04. Certificate and Opinion as to Conditions Precedent........................................62
Section 10.05. Statements Required in Certificate or Opinion.............................................62

</Table>


                                     -iii-
<PAGE>

<Table>
<Caption>



<S>                                                                                                     <C>
Section 10.06. Rules by Trustee and Agents...............................................................63
Section 10.07. Legal Holidays............................................................................63
Section 10.08. No Recourse Against Others................................................................63
Section 10.09. Governing Law.............................................................................63
Section 10.10. No Adverse Interpretation of Other Agreements.............................................64
Section 10.11. Successors................................................................................64
Section 10.12. Severability..............................................................................64
Section 10.13. Counterpart Originals.....................................................................64
Section 10.14. Table of Contents, Headings, etc..........................................................64

EXHIBITS

EXHIBIT A           -      Form of Security............................................................A-1

</Table>


                                      -iv-
<PAGE>





                             CROSS-REFERENCE TABLE*
                             ----------------------

 <Table>
 <Caption>
                                                                                      Indenture
 TIA Section                                                                           Section

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

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


<PAGE>





         INDENTURE dated as of March 5, 2003 between Southern Natural Gas
Company, a Delaware corporation (the "Company") and The Bank of New York, a New
York banking corporation, as trustee (the "Trustee").

         Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of the Company's 8 7/8% Series
A Notes due 2010 (the "Series A Securities") and 8 7/8% Series B Notes due 2010
(the "Series B Securities", and together with the Series A Securities and any
Additional Securities that may be issued in the future in accordance with
Article II, the "Securities").

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions.

         "Acquired Debt" means, with respect to any specified Person, (i) Debt
of any other Person existing at the time such other Person is merged with or
into or became a Restricted Subsidiary of such specified Person, including,
without limitation, Debt incurred in connection with, or in contemplation of,
such other Person merging with or into or becoming a Restricted Subsidiary of
such specified Person, and (ii) Debt secured by a Lien encumbering any asset
acquired by such specified Person.

         "Additional Securities" means Securities issued pursuant to Article II
and in compliance with Section 3.08 after the Initial Issue Date.

         "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"
when used with respect to any Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise, and the terms
"controlling" and "controlled" shall have meanings correlative to the preceding.
The Trustee may request and may conclusively rely upon an Officers' Certificate
to determine whether any Person is an Affiliate of any specified Person.

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

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

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

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


<PAGE>



         "Capital Stock" means:

                  (1) with respect to any Person that is a corporation, any and
         all shares of corporate stock of that Person;

                  (2) with respect to any Person that is an association or
         business entity, any and all shares, interests, participations, rights
         or other equivalents, however designated, of capital stock of that
         Person;

                  (3) with respect to any Person that is a partnership or
         limited liability company, any and all partnership or membership
         interests, whether general or limited, of that Person; and

                  (4) with respect to any other Person, 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.

         "Capitalized Lease Obligation" means Debt represented by obligations
under a lease that is required to be capitalized for financial reporting
purposes in accordance with GAAP and the amount of such Debt shall be the
capitalized amount of such obligations determined in accordance with GAAP.

         "Clearstream" means Clearstream Banking, societe anonyme, Luxembourg.

         "Commodity Agreement" means, in respect to any Person, any forward
contract, commodity swap agreement, commodity option agreement or other similar
agreement or arrangement designed to protect such Person against fluctuation in
commodity prices.

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

         "Consolidated Debt" means, as of any date of determination, the total,
without duplication, of all of the Company's Debt and all Debt of its Restricted
Subsidiaries outstanding on such date, after eliminating all offsetting debits
and credits between the Company and any Restricted Subsidiary and all other
items required to be eliminated in the course of the preparation of consolidated
financial statements of the Company and its Restricted Subsidiaries in
accordance with GAAP.

         "Consolidated Debt to EBITDA Ratio" means, with respect to any
incurrence of Debt on any date, the ratio of (i) Consolidated Debt as of such
date to (ii) the Consolidated EBITDA of the Company and its Restricted
Subsidiaries for its most recently ended four full fiscal quarters for which
internal financial statements are available immediately preceding the date of
such incurrence of Debt. Notwithstanding any other provision, for purposes of
making the computation referred to above, acquisitions that have been made by
the Company or any Restricted Subsidiary, including all mergers and
consolidations, subsequent to the commencement of such period shall be
calculated on a pro




                                      -2-
<PAGE>





forma basis, assuming that all such acquisitions, mergers and consolidations had
occurred on the first day of such period.

         "Consolidated EBITDA" means, with respect to any Person (the referent
Person) for any period, Consolidated Net Income of such Person for such period,
determined in accordance with GAAP, plus (to the extent such amounts are
deducted in calculating such Consolidated Net Income of such Person for such
period, and without duplication) (a) Consolidated Interest Expense of such
Person for such period, (b) any provision for taxes based on income or profits
of such Person and its Restricted Subsidiaries to the extent such income or
profits were included in calculating such Consolidated Net Income of such Person
for such period, and (c) amortization, depreciation and other non-cash charges
(including, without limitation, amortization of goodwill, deferred financing
fees and other intangibles but excluding (i) cash payments against such non-cash
charges during such period, (ii) cash payments against non-cash charges from a
prior period but subsequent to the date of this Indenture and (iii) normally
recurring accruals such as reserves against accounts receivable).

         "Consolidated Funded Debt" shall mean the total Funded Debt appearing
on a consolidated balance sheet of the Company and its Restricted Subsidiaries,
provided that there shall be included in Consolidated Funded Debt an amount
equal to the par value or voluntary liquidation value, whichever is higher, of
outstanding Preferred Stock (not owned by the Company or a Restricted
Subsidiary) of any Restricted Subsidiary; all after giving appropriate effect to
minority interests and as determined and prepared in accordance with GAAP.

         "Consolidated Interest Expense" means, for any period, the total
interest expense of the Company and its Restricted Subsidiaries determined on a
consolidated basis in accordance with GAAP.

         "Consolidated Net Income" means, with respect to any Person for any
period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, determined on a consolidated basis in accordance
with GAAP, provided that (i) the Net Income (but not loss) of any Person that is
not a Restricted Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or
distributions paid in cash to the referent Person or a Restricted Subsidiary
thereof, (ii) 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, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to that Restricted Subsidiary or its
stockholders, (iii) 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 (iv) the cumulative effect of a change in accounting principles
shall be excluded.

         "Consolidated Net Tangible Assets" means the total assets appearing on
a consolidated balance sheet of the Company and its Restricted Subsidiaries less
the following:



                                      -3-
<PAGE>




                  (1) intangible assets, such as organization costs and
         franchise costs as recorded in the plant account and unamortized debt
         discount expense and other intangible deferred debits (excluding,
         however, any prepaid expenses or deferred charges which would be
         treated as current assets in accordance with GAAP);

                  (2) all current and accrued liabilities (other than
         Consolidated Funded Debt) and deferred credits (other than deferred
         credits resulting from gains on reacquisition of debt and deferred
         investment tax credits);

                  (3) all reserves (other than reserves for the retirement of
         intangible assets and reserves for deferred Federal income taxes
         arising from accelerated amortization or otherwise) not already
         deducted from assets;

                  (4) all assets held under any lease the rent under which is
         capitalized by the Company or any of its Restricted Subsidiaries; and

                  (5) all advance payments for gas which the FERC has ruled are
         not recoverable by amortization to cost of service and which are
         recoverable in cash and prepayments for gas which the FERC has ruled
         are not includable in the Company's cost of service for rate making
         purposes and which are not recoverable in gas, cash or other form of
         equivalent value.

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

         "Currency Agreement" means in respect of a Person any foreign exchange
contract, currency swap agreement or other similar agreement as to which such
Person is a party or a beneficiary.

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

         "Debt" means (i) any liability of any Person (a) for borrowed money,
(b) evidenced by a note, debenture or similar instrument (including a purchase
money obligation) given in connection with the acquisition of any property or
assets (other than inventory or similar property acquired in the ordinary course
of business), including securities, or (c) for the payment of money relating to
a Capitalized Lease Obligation; (ii) any guarantee by any Person of any
liability of others described in the preceding clause (i); and (iii) any
amendment, renewal, extension or refunding of any liability of the types
referred to in clauses (i) and (ii) above. Notwithstanding anything to the
contrary in the foregoing, Debt shall not include: (1) any of the Company's or
any of its Subsidiaries' Debt incurred pursuant to a cash management program of
El Paso and its Subsidiaries or (2) in order to avoid double counting, a
guarantee described in clause (ii) above of any liability described in clause
(i) above if such liability has been included in the determination of Debt.




                                      -4-
<PAGE>



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

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

         "Disqualified Capital Stock" means any Capital Stock that, by its terms
or by the terms of any security into which it is convertible or for which it is
exchangeable, or upon the happening of any event,

                  (1) matures (excluding any maturity as the result of an
         optional redemption by the issuer of that Capital Stock);

                  (2) is mandatorily redeemable, pursuant to a sinking fund
         obligation or otherwise; or

                  (3) is redeemable at the sole option of its holder,

in whole or in part, on or prior to the final maturity date of the Securities,
provided, however, that only the portion of Capital Stock that so matures or is
mandatorily redeemable or is so redeemable at the sole option of its holder
prior to the final maturity date of the Securities will be deemed Disqualified
Capital Stock.

         "El Paso" means El Paso Corporation, a Delaware corporation.

         "Equity Interests" means Qualified Capital Stock and all warrants,
options or other rights to acquire Qualified Capital Stock, but excluding any
debt security that is convertible into, or exchangeable for, Qualified Capital
Stock.

         "Euroclear" means Euroclear Bank S.A./NV, as operator of the Euroclear
System.

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

         "Exchange Offer" means the offer that may be made by the Company
pursuant to the Registration Rights Agreement to exchange the Series B
Securities for the Series A Securities.

          "FERC" means the Federal Energy Regulatory Commission or any successor
agency having jurisdiction.

         "Funded Debt" means any Indebtedness maturing by its terms more than
one year from the date of determination, including any Indebtedness renewable or
extendible at the option of the obligor to a date later than one year from such
date of determination.




                                      -5-
<PAGE>




         "GAAP" means 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.

         "guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Debt of any other Person and any
obligation, direct or indirect, contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Debt of such other Person (whether arising by virtue of partnership
arrangements, or by agreement to keep-well, to purchase assets, goods,
securities or services, to take-or-pay, or to maintain financial statement
conditions or otherwise) or (ii) entered into for purposes of assuring in any
other manner the obligee of such Debt of the payment thereof or to protect such
obligee against loss in respect thereof (in whole or in part); provided,
however, that the term "guarantee" shall not include endorsements for collection
of deposit in the ordinary course of business.

         "Hedging Obligations" of any Person means the obligations of such
Person pursuant to any Interest Rate Agreement, Commodity Agreement or Currency
Agreement.

         "Holder" means a Person in whose name a Security is registered.

         "Indebtedness" means all items of indebtedness which would be included
in determining the total liabilities as shown on the liability side of a balance
sheet as of the date of which indebtedness is to be determined, and shall
include indebtedness secured by any Lien on any properties or assets owned and
subject thereto whether or not the indebtedness secured thereby shall have been
assumed, and shall also include direct guarantees of indebtedness of others,
provided that the term "Indebtedness" of any Person shall not include (i) any
indebtedness evidence of which is held in treasury (but the subsequent resale of
such indebtedness shall be deemed to constitute the creation thereof), or (ii)
any particular indebtedness if, upon or prior to the maturity thereof, there
shall have been deposited with the proper depositary, in trust, money (or
evidences of such indebtedness as permitted by the instrument creating such
indebtedness) in the necessary amount to pay, redeem or satisfy such
indebtedness, or (iii) any amount (whether or not included in determining total
liabilities as shown on the liability side of a balance sheet in accordance with
GAAP) representing capitalized rent under any lease or (iv) any indirect
guarantees or other contingent obligations in respect of indebtedness of other
Persons, including agreements, contingent or otherwise, with such other Persons
or with third Persons with respect to, or to permit or assure the payment of,
obligations of such other Persons, including, without limitation, agreements to
purchase or repurchase obligations of such other Persons, to advance or supply
funds to, or to invest in, such other Persons, or to pay for property, products
or services of such other Persons (whether or not conveyed, delivered or
rendered), demand charge contracts, through-put, take-or-pay, keep-well,
make-whole or maintenance of working capital or similar agreements; or
guarantees with respect to rental or other similar periodic payments to be made
by such other Persons.



                                      -6-
<PAGE>




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

         "Independent Financial Advisor" means an investment banking firm of
national standing or any third party appraiser that is determined by the
Company's Board of Directors to be reasonably competent to issue an opinion or
valuation with respect to the matter for which it has been engaged; provided
that such firm or appraiser is not an Affiliate of the Company.
         "Initial Issue Date" means the first date on which the Series A
Securities are issued under this Indenture.

         "Initial Purchasers" means any initial purchasers of Series A
Securities issued in connection with an offering under Rule 144A and/or
Regulation S, including without limitation, the Original Initial Purchasers, as
such in the Original Offering.

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

         "Interest Rate Agreement" means with respect to any Person any interest
rate protection agreement, interest rate future agreement, interest rate option
agreement, interest rate swap agreement, interest rate cap agreement, interest
rate collar agreement, interest rate hedge agreement or other similar agreement
or arrangement as to which such Person is a party or a beneficiary.

         "Investment" in any Person means any direct or indirect advance, loan
(other than advances to customers in the ordinary course of business) or other
extension of credit (including by way of guarantee or similar arrangement, but
excluding any debt or extension of credit represented by a bank deposit other
than a time deposit) or capital contribution to (by means of any transfer of
cash or other property to other Persons or any payment for property or services
for the account or use of other Persons), or any purchase or acquisition of
Capital Stock, Debt or other similar instruments issued by such Person.

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

         "Lien" means any mortgage, pledge, lien, encumbrance or other security
interest which secures the payment or performance of an obligation.

         "Liquefied Natural Gas" means natural gas converted to a liquid form
and which is subject to regasification.

         "Liquidated Damages" has the meaning given to such term in any
Registration Rights Agreement.

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



                                      -7-
<PAGE>



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

         "Net Income" means, with respect to any Person, the net income (loss)
of such Person, determined in accordance with GAAP and before any reduction in
respect of dividends on Preferred Stock, excluding, however, (i) any gain (but
not loss), together with any related provision for taxes on such gain (but not
loss), realized in connection with (a) any asset sale (except in the ordinary
course of business) (including, without limitation, dispositions pursuant to
sale-leaseback transactions) or (b) the disposition of any securities by such
Person or any of its Subsidiaries and (ii) any extraordinary or nonrecurring
gain (but not loss), together with any related provision for taxes on such
extraordinary or nonrecurring gain (but not loss).

         "Officer" means the chairman of the board, the chief executive officer,
the president, any vice chairman of the board, any vice president, the principal
financial officer, the principal accounting officer, the treasurer, any
assistant treasurer, the controller, the secretary or any assistant secretary of
a Person.

         "Officers' Certificate" means a certificate signed by two Officers of a
Person, one of whom must be the Person's chief executive officer, principal
financial officer or principal accounting officer.

         "Operating Cash Flow" means, with respect to any Person for any period,
the Consolidated EBITDA of such Person for such period, less aggregate
maintenance capital expenditures of such Person, and its Restricted Subsidiaries
for such period determined in accordance with GAAP, less any taxes paid in cash
by such Person based on income or profits of such Person and its Restricted
Subsidiaries to the extent such income or profits were included in calculating
Consolidated Net Income for purposes of calculating Consolidated EBITDA of such
Person for such period, less Consolidated Interest Expense of such Person for
such period.

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

         "Original Initial Purchasers" means Salomon Smith Barney Inc., Credit
Suisse First Boston LLC, ABN AMRO Incorporated, Banc of America Securities LLC,
BNP Paribas Securities Corp. and J.P. Morgan Securities Inc., as initial
purchasers of the Series A Securities in the Original Offering.

         "Original Offering" means the offering of the Series A Securities
pursuant to the Original Offering Memorandum.

         "Original Offering Memorandum" means the Offering Memorandum of the
Company, dated February 28, 2003, relating to the offering of the Series A
Securities.



                                      -8-
<PAGE>



         "Permitted Investment" means an Investment by the Company or any
Restricted Subsidiary in:

                  (1)      cash or cash equivalents;

                  (2)      an Investment existing on the Initial Issue Date;

                  (3) receivables owing to the Company or any Restricted
         Subsidiary, if created or acquired in the ordinary course of business
         and payable or dischargeable in accordance with customary trade terms;

                  (4) payroll, travel and similar advances to cover matters that
         are expected at the time of such advances ultimately to be treated as
         expenses for accounting purposes and that are made in the ordinary
         course of business;

                  (5) stock, obligations or securities received in settlement of
         debts created in the ordinary course of business and owing to the
         Company or any Restricted Subsidiary or in satisfaction of judgments or
         claims or pursuant to any plan of reorganization or similar arrangement
         upon the bankruptcy or insolvency of a debtor;

                  (6) Hedging Obligations;

                  (7) prepayments and other credits made in the ordinary course
         of business;

                  (8) Investments in connection with pledges, deposits, payments
         or performance bonds made or given in the ordinary course of business
         in connection with or to secure statutory, regulatory or similar
         obligations, including obligations under health, safety or
         environmental obligations;

                  (9) the Company or a Subsidiary of the Company, including
         guarantees of Debt of a Subsidiary of the Company;

                  (10) another Person if as a result of such Investment such
         other Person becomes a Subsidiary of the Company or is merged or
         consolidated with or into, or transfers or conveys all or substantially
         all its assets to, the Company or one of its subsidiaries; and

                  (11) any Person engaged in the business of transportation,
         storage, gathering, marketing or sale of natural gas and/or petroleum
         products and/or any businesses reasonably related thereto.

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



                                      -9-
<PAGE>




         "Preferred Stock" means any capital stock or other equity interests of
a Person, however designated, which entitles the holder thereof to a preference
with respect to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such Person,
over shares of any other class of capital stock or other equity interests issued
by such Person.

         "Private Exchange" means the offer by the Company to any of the Initial
Purchasers to issue and deliver to such Initial Purchaser, in exchange for the
Series A Securities held by such Initial Purchaser as part of its initial
distribution, a like aggregate principal amount of Private Exchange Securities.

         "Private Exchange Securities" means the Series B Securities to be
issued pursuant to this Indenture to an Initial Purchaser in a Private Exchange.

         "Qualified Capital Stock" means any Capital Stock that is not
Disqualified Capital Stock.

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

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

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

         "Registration Rights Agreement" means any registration rights agreement
entered into by the Company relating to any Securities issued hereunder,
including without limitation, the Registration Rights Agreement, dated as of
March 5, 2003, among the Company and the Original Initial Purchasers.

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

         "Restricted Payment" means:

                  (1) the declaration or payment of any dividend or the making
         of any other distribution (other than dividends or distributions
         payable solely in Qualified Capital Stock or in options, rights or
         warrants to acquire Qualified Capital Stock) on shares of Capital Stock
         of the Company;

                  (2) the declaration or payment of any dividend or the making
         of any other distribution on shares of the Capital Stock of a
         Restricted Subsidiary to any Person (other than (a) to the Company or
         any of its Subsidiaries, (b) dividends



                                      -10-
<PAGE>


         or distributions made by a Restricted Subsidiary on a pro rata basis to
         all stockholders of such Restricted Subsidiary (or owners of an
         equivalent interest in the case of a Restricted Subsidiary that is not
         a corporation) or (c) dividends or distributions payable solely in its
         Qualified Capital Stock or in options, rights or warrants to acquire
         Qualified Capital Stock);

                  (3) the purchase, redemption, retirement or other acquisition
         for value of any Capital Stock of the Company held by Persons other
         than the Company or one of its Subsidiaries (other than in exchange for
         Qualified Capital Stock of the Company or options, rights or warrants
         to acquire Qualified Capital Stock); or

                  (4) the making of any Investment (other than a Permitted
         Investment) in any Person.

         "Restricted Subsidiary" means an operating Subsidiary (i) substantially
all of the physical properties of which are located, and substantially all of
the business of which is carried on, in the continental United States, (ii) the
primary business of which consists of the acquisition, owning, holding,
development or operation of assets or properties (directly, and not through
ownership of capital stock of, or partnership, association or other
participation in, other Persons, whether corporations, partnerships,
unincorporated associations, joint ventures or other separate entities) for the
exploration for, or purchase, development, storage, conservation, processing,
production, gathering, marketing or transmission of, natural gas, oil,
geothermal resources or other hydrocarbons or reserves thereof, and (iii) all of
the shares of capital stock of which at the time outstanding, other than
directors' qualifying shares, if any, are owned directly or indirectly by the
Company or by one or more of its other Restricted Subsidiaries, or by the
Company in conjunction with one or more of its other Restricted Subsidiaries;
provided, however, that once a Subsidiary shall have become a Restricted
Subsidiary it shall be deemed to remain a Restricted Subsidiary for all purposes
of this Indenture even if less than all such shares of capital stock are so
owned so long as at least a majority of the outstanding shares of its capital
stock having by the terms thereof ordinary voting power to elect a majority of
its Board of Directors (irrespective of whether at the time stock of any other
class or classes of such corporation, association or business trust shall have,
or might have, voting power by reason of the happening of any contingency) is
owned directly or indirectly by the Company or by one or more of its other
Restricted Subsidiaries or by the Company in conjunction with one or more of its
other Restricted Subsidiaries.

         "SEC" means the Securities and Exchange Commission.

         "Securities" means the Series A Securities, Series B Securities and any
Additional Securities.

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

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




                                      -11-
<PAGE>



         "Series A Securities" means the Company's 8 7/8% Series A Notes due
2010, to be issued pursuant to this Indenture.

         "Series B Securities" means the Company's 8 7/8% Series B Notes due
2010 to be issued pursuant to this Indenture in the Exchange Offer.

         "Shelf Registration Statement" means the registration statement to be
filed by the Company, in connection with the offer and sale of Series A
Securities or Private Exchange Securities, pursuant to the Registration Rights
Agreement.

         "Standard & Poor's" means Standard & Poor's, a division of The
McGraw-Hill Companies, Inc., and its successors.

         "Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the principal of such
security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any
contingency unless such contingency has occurred).

         "Subsidiary" of any Person means (i) a corporation a majority of whose
capital stock with voting power, under ordinary circumstances, to elect
directors is at the time, directly or indirectly, owned by such referent Person,
by such referent Person and a Subsidiary (or Subsidiaries) of such referent
Person or by a Subsidiary (or Subsidiaries) of such referent Person or (ii) any
Person (other than a corporation) in which such referent Person, a Subsidiary
(or Subsidiaries) of such referent Person, or such referent Person and a
Subsidiary (or Subsidiaries) of such referent Person, directly or indirectly, at
the date of determination thereof has at least a majority ownership interest;
provided that no corporation shall be deemed a Subsidiary until such referent
Person, a Subsidiary (or Subsidiaries) of such referent Person or such referent
Person and a Subsidiary (or Subsidiaries) of such referent Person acquires more
than 50% of the outstanding voting stock thereof and has elected a majority of
its Board of Directors.

         "Synthetic Fuel" means gas, liquid fuels and related byproducts
produced by the conversion of coal, oil, naphtha, oil shale, or any other
substance, but shall not include gas produced by regasification of Liquefied
Natural Gas.

         "TIA" means the Trust Indenture Act of 1939, as amended (15 U.S.C.
Sections 77aaa-77bbbb), as in effect on the Initial Issue Date, except as
provided in Section 8.03 hereof.

         "Transfer Restricted Securities" with respect to any Securities, means
Registrable Securities (as defined in the Registration Rights Agreement
applicable to such Securities).

         "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.



                                      -12-
<PAGE>




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

         "Weighted Average Life to Maturity" means, when applied to any Debt 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 Debt.

Section 1.02.     Other Definitions.

<Table>
<Caption>
                                    Term                                      Defined in Section
 ------------------------------------------------------------------------     -------------------
<S>                                                                           <C>
"Affiliate Transaction"..................................................     Section 3.10(a)
"Agent Members"..........................................................     Section 2.01(c)
"Authenticating Agent"...................................................     Section 2.02
"Covenant Defeasance"....................................................     Section 7.03
"DTC"....................................................................     Section 2.03
"Event of Default".......................................................     Section 5.01
"Global Security"........................................................     Section 2.01(b)
"incur"..................................................................     Section 3.08(a)
"Legal Defeasance".......................................................     Section 7.02
"Paying Agent"...........................................................     Section 2.03
"Payment Default"........................................................     Section 3.09(a)(1)
"Refinancing Debt".......................................................     Section 3.08(b)(5)
"Registrar"..............................................................     Section 2.03
"Regulation S"...........................................................     Section 2.01(b)
"Rule 144A"..............................................................     Section 2.01(b)
"Security Register"......................................................     Section 2.03
</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:

         "commission" means the SEC;

         "indenture securities" means the Securities;

         "indenture security holder" means a Holder;

         "indenture to be qualified" means this Indenture;

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

         "obligor" on the indenture securities means the Company.



                                      -13-
<PAGE>



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

Section 1.04. Rules of Construction.

         Unless the context otherwise requires:

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

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

         (3) "or" is not exclusive;

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

         (5) provisions apply to successive events and transactions.

                                   ARTICLE II

                                 THE SECURITIES

Section 2.01.     Form and Dating.

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

         (b) Global Securities. Series A Securities offered and sold to a QIB in
reliance on Rule 144A under the Securities Act ("Rule 144A") or in reliance on
Regulation S under the Securities Act ("Regulation S") shall be issued initially
in the form of one or more permanent global Securities in definitive, fully
registered form without interest coupons with the global securities legend and
restricted securities legend set forth in Section 2.06 (each, a "Global
Security"), which shall be deposited on behalf of the purchasers



                                      -14-
<PAGE>


of the Series A Securities represented thereby with the Trustee, at its New York
office, as custodian for the Depositary (or with such other custodian as the
Depositary may direct), and registered in the name of the Depositary or a
nominee of the Depositary, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The aggregate principal amount of the Global
Securities may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depositary or its nominee as hereinafter
provided.

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

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

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

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

         (e) Euroclear and Clearstream Procedures Applicable. The provisions of
the "Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the equivalent procedures of Clearstream shall
be applicable to transfers of beneficial interests in Global Securities that are
held by Agent Members (as defined below) through Euroclear or Clearstream.

         (f) Additional Securities. Subject to compliance with the provisions of
Section 3.08, the Company may issue Additional Securities under this Indenture
after the Initial Issue Date in an unlimited aggregate principal amount.

Section 2.02. Execution and Authentication.

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



                                      -15-
<PAGE>



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

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

         The Trustee shall authenticate (i) for original issue on the Initial
Issue Date, Series A Securities in the aggregate principal amount of
$400,000,000, (ii) Series B Securities for original issue, pursuant to any
Exchange Offer or Private Exchange, for a like principal amount of Series A
Securities and (iii) subject to Section 3.08 hereof, any amount of Additional
Securities specified by the Company, in each case, upon a written order of the
Company signed by one Officer of the Company. Such order shall specify (a) the
amount of the Securities to be authenticated and the date of original issue
thereof, and (b) whether the Securities are Series A Securities or Series B
Securities. The aggregate principal amount of Securities of any series
outstanding at any time may not exceed the aggregate principal amount of
Securities of such series authorized for issuance by the Company pursuant to one
or more written orders of the Company, except as provided in Section 2.08
hereof.

         The Trustee may appoint an authenticating agent (the "Authenticating
Agent") reasonably acceptable to the Company to authenticate Securities. Unless
limited by the terms of such appointment, an Authenticating Agent may
authenticate Securities whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by such
Authenticating Agent. An Authenticating Agent has the same rights as an Agent to
deal with the Company, or an Affiliate of the Company.

         The Series A Securities and the Series B Securities shall be considered
collectively to be a single class for all purposes of this Indenture, including,
without limitation, waivers, amendments, redemptions and offers to purchase.

Section 2.03. Registrar and Paying Agent.

         The Company shall maintain or cause to be maintained an office or
agency where Securities may be presented for registration of transfer or
exchange ("Registrar") and an office or agency located in the Borough of
Manhattan, The City of New York, State of New York where Securities may be
presented for payment ("Paying Agent"). The Registrar shall keep a register of
the Securities and of their transfer and exchange (the "Security Register"). The
Company may appoint one or more co-Registrars and one or more additional Paying
Agents. The term "Registrar" includes any co-Registrar and the term "Paying
Agent" includes any additional Paying Agents.



                                      -16-
<PAGE>




         The Company may enter into an appropriate agency agreement with any
Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company shall give
prompt written notice to the Trustee of the name and address of any such Agent.
The Company may change any Paying Agent, Registrar or co-Registrar without
notice to any Holder. If the Company fails to appoint or maintain another entity
as Registrar or Paying Agent, the Trustee shall act as such. The Company or any
of its Subsidiaries may act as Paying Agent or Registrar.

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

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

Section 2.04. Paying Agent to Hold Money in Trust.

         The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal of, or premium, if any, or interest on the Securities, whether such
money shall have been paid to it by the Company and will notify the Trustee of
any default by the Company in making any such payment. While any such default
continues, the Trustee may require a Paying Agent to pay all money held by it to
the Trustee and to account for any funds disbursed. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee and to account
for any funds disbursed. Upon payment over to the Trustee and upon accounting
for any funds disbursed, the Paying Agent (if other than the Company or a
Subsidiary of the Company) shall have no further liability for the money. If the
Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate
and hold in a separate trust fund for the benefit of the Holders all money held
by it as Paying Agent.

Section 2.05. Holder Lists.

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

Section 2.06. Transfer and Exchange.

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


                                      -17-
<PAGE>


Global Security and to debit the account of the Person making the transfer the
beneficial interest in the Global Security being transferred.

         (i) Notwithstanding any other provisions of this Indenture (other than
the provisions set forth in Section 2.07), a Global Security may not be
transferred as a whole except by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary or
a nominee of such successor Depositary.

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

         (ii) If a Global Security is exchanged for Securities in definitive
registered form pursuant to this Section 2.06 or Section 2.07, prior to the
consummation of an Exchange Offer or prior to or in a transfer made pursuant to
an effective Shelf Registration Statement with respect to such Securities, such
Securities may be exchanged only in accordance with such procedures as are
substantially consistent with the provisions of this Section 2.06 (including the
certification and other requirements set forth on the reverse of the Series A
Securities intended to ensure that such transfers comply with Rule 144A or
Regulation S, as the case may be, or are otherwise in compliance with the
requirements of the Securities Act) and such other procedures as may from time
to time be adopted by the Company.

         (b) Legend.

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

                  [(1) THIS SECURITY (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 SECURITY MAY
         NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
         REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF
         THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY
         BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
         SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

                  (2) THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE
         COMPANY THAT (A) THIS SECURITY MAY BE



                                      -18-
<PAGE>


         OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) 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,
         (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE
         WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION
         FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
         THEREUNDER (IF AVAILABLE), (IV) PURSUANT TO AN EFFECTIVE REGISTRATION
         STATEMENT UNDER THE SECURITIES ACT, OR (V) TO AN INSTITUTIONAL
         "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF
         REGULATION D UNDER THE SECURITIES ACT) THAT IS ACQUIRING THE SECURITY
         FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
         "ACCREDITED INVESTOR" FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO,
         OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION
         OF THE SECURITIES ACT, 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 SECURITY FROM IT OF THE RESALE
         RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE.

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

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

                  AS USED IN THIS SECURITY, THE TERMS "OFFSHORE TRANSACTION,"
         "U.S. PERSON" AND "UNITED STATES" HAVE THE MEANINGS GIVEN TO THEM BY
         RULE 902 OF REGULATION S UNDER THE SECURITIES ACT.](1)

---------

(1)  These paragraphs should be included only if the Security is a Transfer
     Restricted Security.



                                      -19-
<PAGE>



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

                  (iii) After a transfer of any Series A Securities or Private
         Exchange Securities during the period of the effectiveness of and
         pursuant to a Shelf Registration Statement with respect to such Series
         A Securities or Private Exchange Securities, as the case may be, but
         nevertheless subject to Section 2.07(a), all requirements pertaining to
         legends on such Series A Security or such Private Exchange Security
         will cease to apply, the requirements requiring any such Series A
         Security or such Private Exchange Security issued to certain Holders be
         issued in global form will cease to apply, and a certificated Series A
         Security or Private Exchange Security without legends will be available
         to the transferee of the Holder of such Series A Securities or Private
         Exchange Securities upon exchange of such transferring Holder's
         certificated Series A Security or Private Exchange Security or
         directions to transfer such Holder's interest in the Global Security,
         as applicable.

                  (iv) Upon the consummation of an Exchange Offer with respect
         to the Series A Securities pursuant to which Holders of such Series A
         Securities are offered Series B Securities in exchange for their Series
         A Securities, but nevertheless subject to Section 2.07(a), all
         requirements pertaining to such Series A Securities that Series A
         Securities issued to certain Holders be issued in global form will
         cease to apply and certificated Series A Securities with the restricted
         securities legend set forth in Section 2.06(b) will be available to
         Holders of such Series A Securities that do not exchange their Series A
         Securities, and Series B Securities in certificated or global form will
         be available to Holders that exchange such Series A Securities in such
         Exchange Offer.

                  (v) Upon the consummation of a Private Exchange with respect
         to the Series A Securities pursuant to which Holders of such Series A
         Securities are offered Private Exchange Securities in exchange for
         their Series A Securities, all requirements pertaining to such Series A
         Securities that Series A Securities issued to certain Holders be issued
         in global form will still apply, and Private Exchange Securities in
         global form with the restricted securities legend set forth in Section
         2.06(b) will be available to Holders that exchange such Series A
         Securities in such Private Exchange.

                  (c) Cancellation or Adjustment of Global Security. At such
         time as all beneficial interests in a Global Security have either been
         exchanged for certificated Securities, redeemed, repurchased or
         canceled, such Global Security shall be returned to the Depositary for
         cancellation or retained and canceled by the Trustee. At any time prior
         to such cancellation, if any beneficial interest in a Global Security
         is exchanged for certificated Securities, redeemed, repurchased or
         canceled, the principal amount of Securities represented



                                      -20-
<PAGE>



         by such Global Security shall be reduced and an adjustment shall be
         made on the books and records of the Trustee (if it is then the
         Securities Custodian for such Global Security) with respect to such
         Global Security, by the Trustee or the Securities Custodian, to reflect
         such reduction.

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

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

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

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

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

                  (e) No Obligation of the Trustee.

                  (i) The Trustee shall have no responsibility or obligation to
         any beneficial owner of a Global Security, any Agent Member or other
         Person with respect to the accuracy of the records of the Depositary or
         its nominee or of any participant or member thereof, with respect to
         any ownership interest in the Securities or with respect to the
         delivery to any participant, member, beneficial owner or other Person
         (other than the Depositary) of any notice (including any notice of
         redemption) or the payment of any amount, under or with respect to such
         Securities. All notices and communications to be given to the Holders
         and all payments to be made to Holders under the Securities shall be
         given or made only to or upon the order of the registered Holders
         (which shall be the Depositary or its nominee in the case of a Global
         Security). The rights of beneficial owners




                                      -21-
<PAGE>



         in any Global Security shall be exercised only through the Depositary
         subject to the applicable rules and procedures of the Depositary. The
         Trustee may rely conclusively and shall be fully protected in relying
         upon information furnished by the Depositary with respect to its
         members, participants and any beneficial owners.

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

Section 2.07. Certificated Securities.

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

                  (b) Any Global Security that is transferred to the beneficial
         owners thereof pursuant to this Section 2.07 shall be surrendered by
         the Depositary to the Trustee at its office located in the Borough of
         Manhattan, The City of New York, to be so transferred, in whole or from
         time to time in part, without charge, and the Trustee shall
         authenticate and deliver, upon such transfer of each portion of such
         Global Security, an equal aggregate principal amount of certificated
         Securities of authorized denominations. Any portion of a Global
         Security transferred pursuant to this Section shall be executed,
         authenticated and delivered only in denominations of $1,000 and any
         integral multiple thereof and registered in such names as the
         Depositary shall direct. Any certificated Series A Security delivered
         in exchange for an interest in the Global Security shall, except as
         otherwise provided by Section 2.06(d), bear the restricted securities
         legend set forth in Section 2.06(b).

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



                                      -22-
<PAGE>





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

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

Section 2.08. Replacement Securities.

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

         Every replacement Security is an additional obligation of the Company.

Section 2.09. Outstanding Securities.

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




                                      -23-
<PAGE>


vote, only Securities which a Responsible Officer of the Trustee actually knows
to be so owned shall be so disregarded.

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

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

         Except as set forth in Section 2.10 hereof, a Security does not cease
to be outstanding because the Company or any of its Affiliates holds the
Security.

Section 2.10. Treasury Securities.

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

Section 2.11. Temporary Securities.

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

Section 2.12. Cancellation.

         The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee shall cancel all Securities surrendered for registration of
transfer, exchange, payment, replacement or cancellation. All canceled
Securities held by the Trustee shall be disposed of in accordance with the usual
disposal procedures of the Trustee. The Company may not issue new Securities to
replace Securities that have been paid or that have been delivered to the
Trustee for cancellation.

Section 2.13. Defaulted Interest.

         If the Company defaults in a payment of interest on the Securities, it
shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest on the defaulted interest, in each case at the rate provided in
the Securities and in Section 3.01 hereof.



                                      -24-
<PAGE>



The Company may pay the defaulted interest to the Persons who are Holders on a
subsequent special record date. At least 15 days before any special record date,
the Company (or the Trustee, in the name of and at the expense of the Company)
shall mail to Holders a notice that states the special record date, the related
payment date and the amount of such interest to be paid.

Section 2.14. Persons Deemed Owners.

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

Section 2.15. CUSIP Numbers.

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

                                  ARTICLE III

                                    COVENANTS

Section 3.01. Payment of Securities.

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

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

Section 3.02. Maintenance of Office or Agency.

         The Company shall maintain, in the Borough of Manhattan, The City of
New York, an office or agency (which may be an office of the Trustee, the
Registrar or the




                                      -25-
<PAGE>




Paying Agent) where Securities may be presented for registration of transfer or
exchange, where Securities may be presented for payment and where notices and
demands to or upon the Company in respect of the Securities and this Indenture
may be served. Unless otherwise designated by the Company by written notice to
the Trustee, such office or agency shall be the principal office of the Trustee
in the Borough of Manhattan, The City of New York, which, on the date hereof, is
located at the address set forth in Section 10.02 hereof. The Company shall give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee.

         The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, The City of New York for such purposes. The Company shall
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency. The
Company hereby designates the Corporate Trust Office of the Trustee as one such
office or agency of the Company in accordance with Section 2.03 hereof.

Section 3.03. SEC Reports; Financial Statements.

         (a) Notwithstanding that the Company may not be required to remain
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Company shall file with the SEC and provide the Trustee with, and the
Trustee shall mail to any Holder requesting copies of, such annual and quarterly
reports and such information, documents and other reports specified in Sections
13 and 15(d) of the Exchange Act within 15 days after the date it is required
(or would otherwise have been required) to file such reports, information and
documents.

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

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

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



                                      -26-
<PAGE>



Section 3.04.     Compliance Certificate.

         (a) The Company shall deliver to the Trustee, within 90 days after the
end of each fiscal year of the Company, a statement signed by two Officers of
the Company (one of whom shall be the principal financial, principal accounting
or principal executive officer of the Company), which statement need not
constitute an Officers' Certificate, complying with TIA Section 314(a)(4) and
stating that in the course of performance by the signing Officers of the Company
of their duties as such Officers, they would normally obtain knowledge of the
keeping, observing, performing and fulfilling by the Company, of its obligations
under this Indenture, and further stating, as to each such Officer signing such
statement, that to the best of his or her knowledge, the Company 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 hereof (or, if a Default or Event of Default
shall have occurred, describing all such Defaults or Events of Default of which
such Officer may have knowledge and what action the Company is taking or
proposes to take with respect thereto).

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

Section 3.05. Limitation on Liens.

         (a) The Company shall not, and shall not cause, suffer or permit any
Restricted Subsidiary to, at any time directly or indirectly create, assume or
suffer to exist otherwise than in favor of the Company or another Restricted
Subsidiary, any Lien upon any of its properties or assets, real, personal or
mixed, whether owned at the date of this Indenture or thereafter acquired, or of
or upon or in any income or profits therefrom, without making effective
provision, and the Company covenants that in any such case the Company shall
make or cause to be made effective provision, whereby the then outstanding
Securities and any other Indebtedness of the Company or of any of the Company's
Restricted Subsidiaries then entitled thereto shall be secured by such Lien
equally and ratably with, or prior to, any and all other obligations and
Indebtedness thereby secured, so long as any such other obligations or
Indebtedness shall be so secured.

         (b) This restriction does not, however, prevent the Company or any
Restricted Subsidiary from creating, assuming or suffering to exist the
following Liens:

                  (1) any purchase money mortgage or purchase money security
         interest created to secure all or part of the purchase price of any
         property (or to secure a loan made to enable the Company or any
         Restricted Subsidiary to acquire the property described in such
         mortgage or in any applicable security agreement),



                                      -27-
<PAGE>


         provided that such mortgage or security interest shall extend only to
         the property so acquired, fixed improvements thereon, replacements
         thereof and the income and profits therefrom;

                  (2) any Lien existing on any property at the time of the
         acquisition thereof, whether or not assumed by the Company or any
         Restricted Subsidiary, provided that such Lien shall extend only to the
         property so acquired, fixed improvements thereon, replacements thereof
         and the income and profits therefrom;

                  (3) any Lien on any property acquired or constructed by the
         Company or a Restricted Subsidiary, and created not later than twelve
         months after (i) such acquisition or completion of such construction or
         (ii) commencement of operations of such property, whichever is later;
         provided that such Lien shall extend only to the property so acquired
         or constructed, fixed improvements thereon, replacements thereof and
         income and profits therefrom;

                  (4) any Lien on the properties or assets, real, personal or
         mixed, of a Restricted Subsidiary, or of or upon or in any income or
         profits therefrom, which is outstanding at the time such Restricted
         Subsidiary becomes a Restricted Subsidiary;

                  (5) any Lien not otherwise permitted under this Section 3.05,
         of or upon or in any properties or assets, real, personal or mixed, or
         of or upon or in any income or profits therefrom, created by the
         Company or a Restricted Subsidiary for the purpose of securing Funded
         Debt of the Company and/or such Restricted Subsidiary, provided that
         the aggregate amount of all Funded Debt of the Company and its
         Restricted Subsidiaries secured by Liens permitted by clause (4) above
         and this clause (5) shall not exceed an amount equal to 15% of the
         Consolidated Net Tangible Assets of the Company and its Restricted
         Subsidiaries;

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

                  (7) any Lien created or assumed by the Company or a Restricted
         Subsidiary on coal, geothermal resources, natural gas, Liquefied
         Natural Gas or Synthetic Fuel owned by the Company or a Restricted
         Subsidiary;

                  (8) any Lien created or assumed by the Company or a Restricted
         Subsidiary for the purpose of securing Indebtedness incurred to finance
         Liquefied Natural Gas inventories or storage gas;

                  (9) any Lien created or assumed by the Company or a Restricted
         Subsidiary in connection with the issuance of debt securities the
         interest on which is



                                      -28-
<PAGE>


         excludable from gross income of the holder of such security pursuant to
         Section 103 of the Internal Revenue Code of 1986, as amended, or any
         successor section, for the purpose of financing, in whole or in part,
         the acquisition or construction of property to be used by the Company
         or a Restricted Subsidiary;

                  (10) any Lien created or assumed by the Company or a
         Restricted Subsidiary on coal, geothermal, oil, natural gas or mineral
         properties owned or leased by the Company or a Restricted Subsidiary to
         secure loans to the Company or a Restricted Subsidiary for the purpose
         of developing such properties;

                  (11) any Lien on any office equipment, data processing
         equipment (including, without limitation, computer and computer
         peripheral equipment), transportation equipment (including, without
         limitation, motor vehicles, tractors, trailers, marine vessels, barges,
         towboats, rolling stock and aircraft) or drilling, exploration or
         production equipment (including, without limitation, platforms and
         rigs) for the exploration or development of or production from oil,
         gas, hydrocarbon or other mineral properties;

                  (12) any refunding or extension of maturity, in whole or in
         part, of any obligation or Indebtedness secured by any Lien created,
         existing or assumed in accordance with the provisions of clauses (1)
         through (11) above, inclusive, provided that the principal amount of
         the obligation or Indebtedness secured by such refunding or extended
         Lien shall not exceed the principal amount of the obligation or
         Indebtedness to be refunded or extended outstanding at the time of such
         refunding or extension, and that such refunding or extended Lien shall
         be limited in lien to the same property that secured the obligation or
         Indebtedness refunded or extended, and property substituted therefor
         and property acquired after the date thereof and subjected to the Lien
         thereof, in accordance with the provisions of such refunding or
         extension;

                  (13) any Lien created or assumed to secure loans maturing
         within twelve months of the date of creation thereof and not renewable
         or extendible by the terms thereof at the option of the obligor beyond
         such twelve months, and made in the ordinary course of business;

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

                  (15) any Lien arising by reason of deposits with or the giving
         of any form of security to any governmental agency or any body created
         or approved by law or governmental regulation for any purpose at any
         time in connection with the financing of the acquisition or
         construction of property to be used in the Company's


                                      -29-
<PAGE>




         business or any of its Restricted Subsidiaries' business, or as
         required by law or governmental regulation as a condition to the
         transaction of any business or the exercise of any privilege or
         license, or to permit the maintenance of self-insurance or
         participation in any fund for liability on any insurance risks or in
         connection with workmen's compensation, unemployment insurance, old age
         pensions or other social security or to share in the privileges or
         benefits required for companies participating in such arrangements;

                  (16) any Lien which is payable, both with respect to principal
         and interest, solely out of the proceeds of natural gas, oil, coal,
         geothermal resources, other hydrocarbons or minerals to be produced
         from the property subject thereto and to be sold or delivered by the
         Company or a Restricted Subsidiary;

                  (17) any rights reserved in others to take or reserve any part
         of the natural gas, oil, coal, geothermal resources, other hydrocarbons
         or minerals produced at any time on any property of the Company or a
         Restricted Subsidiary;

                  (18) any rights reserved to or vested in any Person, firm,
         corporation or governmental authority by the terms of any franchise,
         grant, lease, license, easement or permit or by any provision of law
         with respect to any property of the Company or a Restricted Subsidiary;

                  (19) any obligations or duties to any municipality or public
         authority with respect to any franchise, grant, license, permit or
         similar arrangement;

                  (20) as to any lease, contract, easement or right-of-way, any
         Lien on the underlying interests in the property covered thereby
         existing at the time of acquisition of any such lease, contract,
         easement or right-of-way;

                  (21) the Liens of taxes or assessments for the then current
         year or not at the time due, or the Liens of taxes or assessments
         already due but the validity of which is being contested in good faith;

(22)     judgment Liens in an aggregate amount not in excess of $5 million, or
         any judgment Lien so long as the finality of such judgment is being
         contested and execution thereon is stayed or which has been appealed
         and secured, if necessary, by the filing of an appeal bond;

                  (23) leases (whether pursuant to sale-and-leaseback
         arrangements or otherwise) now or hereafter existing and any renewals
         or extensions thereof;

                  (24) easements or similar encumbrances, the existence of which
         does not materially impair the use of the property subject thereto for
         the purposes for which it was acquired;

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


                                      -30-
<PAGE>





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

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

                  (28) zoning laws and ordinances;

                  (29) any Lien created or assumed by the Company or a
         Restricted Subsidiary in connection with the sale or discount, without
         recourse, of any notes receivable or accounts receivable; and

                  (30) any Lien deemed to be created as a result of the deposit
         of cash or securities for the purpose Legal Defeasance or Covenant
         Defeasance of Indebtedness.

         (c) If at any time the Company or any Restricted Subsidiary of the
Company shall create or assume any Lien to which Section 3.05(a) is applicable,
the Company shall promptly deliver to the Trustee an Officers' Certificate
stating that Section 3.05(a) has been complied with, and an Opinion of Counsel
stating that Section 3.05(a) has been complied with and that any instruments
executed by the Company or any Restricted Subsidiary in the performance of
Section 3.05(a) complied with the requirements thereof.

         (d) In the event that the Company or any Restricted Subsidiary shall
hereafter secure the Securities equally and ratably with, or prior to, any other
obligation or Indebtedness pursuant to the provisions of this Section 3.05, the
Trustee is authorized to enter into a supplemental indenture and to take such
action, if any, as it may deem advisable to enable it to enforce effectively the
rights of the Holders of the Securities so secured equally and ratably with, or
prior to, such other obligation or Indebtedness.

         (e) Subject to the provisions of this Indenture, the Trustee may accept
an Officers' Certificate and Opinion of Counsel as conclusive evidence that any
such supplemental indenture or steps taken to secure the Securities equally and
ratably, or prior to, such obligations or Indebtedness described in clause (a)
of this Section 3.05 comply with this Section 3.05.

Section 3.06. [Reserved.]

Section 3.07. Limitation on Restricted Payments.

         (a) The Company shall not, and shall not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, make any Restricted Payment
if at the time of that Restricted Payment and immediately after giving effect to
that Restricted Payment:

                  (1) a Default or Event of Default will have occurred and be
         continuing or would result from that Restricted Payment;



                                      -31-
<PAGE>




                  (2) the Company is not able to incur an additional $1.00 of
         Debt pursuant to the Consolidated Debt to EBITDA Ratio test under
         Section 3.08; or

                  (3) the aggregate amount of the Restricted Payment and all
         other Restricted Payments declared or made subsequent to the date the
         Securities are first issued would exceed the sum of:

                           (i) 100% of the Company's Operating Cash Flow accrued
                  subsequent to October 1, 2002 to the most recent date for
                  which financial information is available to the Company, taken
                  as one accounting period (or if the aggregate amount of
                  Operating Cash Flow for such period shall be a deficit, minus
                  100% of such deficit); plus

                           (ii) 100% of the aggregate net proceeds, including
                  the net fair market value of property or securities other than
                  cash as determined by the Company's Board of Directors in good
                  faith, received subsequent to the date the Securities are
                  first issued from any Person, other than one of the Company's
                  Subsidiaries, from (x) the issue or sale of the Company's
                  Equity Interests (other than Disqualified Capital Stock)
                  (including, without limitation, in a merger, consolidation,
                  acquisition of property or any other form of transaction to
                  the extent the consideration involved consists of Capital
                  Stock (other than Disqualified Capital Stock)) or (y) the
                  issue or sale of the Company's Disqualified Capital Stock or
                  debt securities of the Company or those of any of its
                  Restricted Subsidiaries that have been converted into or
                  exchanged for the Company's Equity Interests (other than
                  Disqualified Capital Stock) (including, without limitation, in
                  a merger, consolidation, acquisition of property or any other
                  form of transaction to the extent the consideration involved
                  consists of Capital Stock (other than Disqualified Capital
                  Stock)) subsequent to the date the Securities are first
                  issued; plus

                           (iii) an amount equal to the sum, without
                  duplication, of:

                                    (I) the net reduction in Investments (other
                           than Permitted Investments) made by the Company or
                           any of its Restricted Subsidiaries in any Person
                           resulting from repurchases, repayments or redemptions
                           of that Investment by that Person;

                                    (II) proceeds realized on the sale of that
                           Investment to an unaffiliated purchaser; and

                                    (III) proceeds representing the return of
                           capital (excluding dividends and distributions),

                  in each case received by the Company or any of the Company's
                  Subsidiaries; plus



                                      -32-
<PAGE>




                                    (iv) an amount equal to the sum without
                           limitation, of any amounts, including the net fair
                           market value of property other than cash as
                           determined by the Company's Board of Directors in
                           good faith, received by the Company or any of the
                           Company's Subsidiaries as a capital contribution
                           (including, without limitation, in a merger,
                           consolidation, acquisition of property or any other
                           form of transaction where the consideration involved
                           consists of Capital Stock (other than Disqualified
                           Capital Stock)) subsequent to the date the Securities
                           are first issued; plus

                                    (v) $150 million.

         (b) The provisions of Section 3.07(a) shall not prohibit:

                  (1) the payment of any dividend or the making of any
         distribution within 60 days after the date of its declaration if the
         dividend or distribution would have been permitted on the date it is
         declared;

                  (2) the purchase, redemption or other acquisition or
         retirement of any of the Company's Capital Stock or any warrants,
         options or other rights to acquire shares of any of that Capital Stock
         either:

                           (I) solely in exchange for shares of Qualified
                  Capital Stock or other warrants, options or rights to acquire
                  Qualified Capital Stock,

                           (II) through the application of the net proceeds of a
                  substantially concurrent sale for cash, other than to one of
                  the Company's Subsidiaries, of shares of Qualified Capital
                  Stock or warrants, options or other rights to acquire
                  Qualified Capital Stock, or

                           (III) in the case of Disqualified Capital Stock,
                  solely in exchange for, or through the application of the net
                  proceeds of a substantially concurrent sale for cash, other
                  than to one of the Company's Subsidiaries, of Disqualified
                  Capital Stock;

                  (3) repurchases of Capital Stock, warrants, options or rights
         to acquire Capital Stock deemed to occur upon exercise of warrants,
         options or rights to acquire Capital Stock if such Capital Stock,
         warrants, options or rights represent a portion of the exercise price
         of such warrants, options or rights;

                  (4) payments or distributions, directly or indirectly through
         any direct or indirect parent of the Company, to dissenting
         stockholders pursuant to applicable law or in connection with the
         settlement or other satisfaction of legal claims made pursuant to or in
         connection with a consolidation, merger or transfer of assets;

                  (5) cash payments in lieu of the issuance of fractional
         shares;




                                      -33-
<PAGE>




                  (6) payments of dividends, distributions or other amounts by
         the Company to fund the payment by any of the Company's direct or
         indirect parent companies or other Affiliates of administrative, legal,
         financial, accounting or other similar expenses relating to such
         parent's direct or indirect ownership of the Company and to pay other
         corporate overhead expenses relating to such ownership interest,
         including directors' fees, indemnifications and similar arrangements,
         so long as such payments are fair and reasonable and are paid as and
         when needed by any such direct or indirect parent company;

                  (7) any transfers by the Company or any of its Restricted
         Subsidiaries pursuant to the cash management program of El Paso and its
         Subsidiaries consistent with past practices;

                  (8) payment of a dividend of $290 million and a distribution
         of $310 million of intercompany receivables to El Paso upon
         consummation of the Original Offering.

         In determining the aggregate amount of Restricted Payments made
subsequent to the date the Securities are first issued, amounts expended
pursuant to clauses (1) and (5) shall be included in such calculation.

         (c) The amount of all Restricted Payments (other than cash) shall be
the fair market value on the date of such Restricted Payment of the asset(s) or
securities proposed to be paid, transferred or issued by the Company or any of
its Restricted Subsidiaries, as the case may be, pursuant to such Restricted
Payment. The fair market value of any non-cash Restricted Payment shall be
determined conclusively by the Company's Board of Directors acting in good
faith.

         (d) This Section 3.07 shall be of no force or effect from and after the
time the Securities are first rated at least Baa3 by Moody's and at least BBB-
by Standard & Poor's.

Section 3.08. Limitation on Incurrence of Debt.

         (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guaranty
or otherwise become directly or indirectly liable with respect to, contingently
or otherwise (collectively, "incur"), any Debt (including Acquired Debt), unless
(x) no Default or Event of Default would occur after giving effect on a pro
forma basis to such incurrence, and (y) the Consolidated Debt to EBITDA Ratio on
the date on which such additional Debt is incurred would have been less than 6.0
to 1, determined on a pro forma basis giving effect to such incurrence
(including a pro forma application of the net proceeds therefrom).



                                      -34-
<PAGE>




         (b) The limitation in Section 3.08(a) shall not prohibit the incurrence
of:

                  (1) performance bonds, appeal bonds, surety bonds, insurance
         obligations or bonds and other similar bonds or obligations incurred in
         the ordinary course of business,

                  (2) Hedging Obligations,

                  (3) Debt owed by (a) any Restricted Subsidiaries to the
         Company or to any of the Company's other Subsidiaries or (b) the
         Company to any of the Company's Subsidiaries,

                  (4) Debt outstanding on the date of this Indenture, including
         the Securities issued on the Initial Issue Date,

                  (5) Debt issued in exchange for, or the proceeds of which are
         used to extend, refinance, renew, replace, or refund (collectively,
         "Refinance") Debt including, without limitation, Acquired Debt,
         incurred pursuant to the Consolidated Debt to EBITDA Ratio test set
         forth above or under clause (4) above or this clause (5) (collectively,
         "Refinancing Debt"); provided that (A) the principal amount of such
         Refinancing Debt does not exceed the principal amount of Debt so
         Refinanced (plus the premiums and other amounts to be paid, and the
         out-of-pocket expenses reasonably incurred, in connection therewith)
         and (B) the Refinancing Debt has a Weighted Average Life to Maturity
         that is equal to or greater than the Weighted Average Life to Maturity,
         of the Debt being Refinanced,

                  (6) the guarantee by the Company or one or more of its
         Restricted Subsidiaries of Debt of the Company or one or more of its
         Restricted Subsidiaries that is not prohibited by another provision of
         this Indenture, or

                  (7) other Debt in an aggregate principal amount at any one
         time outstanding not to exceed $150 million.

         (c) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, incur any guarantee with respect to any
Debt of any of the Company's Affiliates (other than Debt of the Company, one or
more Subsidiaries of the Company or of the Company and one or more of the
Company's Subsidiaries).

         (d) This Section 3.08 shall be of no force or effect from and after the
time the Securities are first rated at least Baa3 by Moody's and at least BBB-
by Standard & Poor's.

Section 3.09. Limitation on Participation in El Paso's Cash Management Program.

         (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, participate in El Paso's and its
Subsidiaries' cash management program if any default occurs or exists under any
bond, debenture, note or other evidence of Debt for money borrowed or under any
mortgage, indenture or instrument



                                      -35-
<PAGE>



under which there may be issued or by which there may be secured or evidenced
any Debt for money borrowed, in each case, by El Paso or any of its Subsidiaries
(or the payment of which is guaranteed by El Paso or any of its Subsidiaries)
whether such Debt or guarantee now exists, or is created after the date of this
Indenture, if such default:

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

                  (2) results in the acceleration (without cure or revocation
         within five business days) of Debt of El Paso prior to its express
         maturity

and, in each case, the principal amount of any such Debt of El Paso, together
with the principal amount of any other such Debt of El Paso under which there
has been a Payment Default or the maturity of which has been so accelerated,
aggregates $50 million or more, until such acceleration has been cured or
revoked or such payment of such Debt of El Paso has been made in full.

         (b) This Section 3.09 shall be of no force or effect from and after the
time the Securities are first rated at least Baa3 by Moody's and at least BBB-
by Standard & Poor's.

Section 3.10. Limitation on Transactions with Affiliates.

         (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, enter into or suffer to exist any
transaction or series of related transactions (including the purchase, sale,
transfer, assignment, lease, conveyance or exchange of any property or the
rendering of any service) with, or for the benefit of, any of the Company's
Affiliates (an "Affiliate Transaction"), unless:

                  (1) the terms of such Affiliate Transaction are:

                           (i) set forth in writing and

                           (ii) no less favorable to the Company or such
                  Restricted Subsidiary, as the case may be, than those that
                  could be obtained in a comparable arm's-length transaction
                  with a Person that is not one of the Company's Affiliates or,
                  if there is no such comparable transaction, on terms that are
                  fair and reasonable to the Company or such Restricted
                  Subsidiary,

                  (2) if such Affiliate Transaction involves aggregate payments
         or value in excess of $25 million, the Company's Board of Directors
         approves such Affiliate Transaction and, in its good faith judgment,
         believes that such Affiliate Transaction complies with clause (1)(ii)
         of this Section 3.10(a), and

                  (3) if such Affiliate Transaction involves aggregate payments
         or value in excess of $100 million, the Company shall obtain a written
         opinion from an Independent Financial Advisor to the effect that the
         consideration to be paid or



                                      -36-
<PAGE>


         received in connection with such Affiliate Transaction is fair, from a
         financial point of view, to the Company or the applicable Restricted
         Subsidiary, as the case may be.

         (b) Notwithstanding the preceding limitation, the following shall not
be Affiliate Transactions:

                  (1) any transaction or series of related transactions between
         the Company and one or more of its Subsidiaries or between two or more
         of its Subsidiaries;

                  (2) any Restricted Payment permitted to be made pursuant to
         Section 3.07 or any Permitted Investment;

                  (3) any employment agreement or other employee compensation
         plan or arrangement entered into by the Company or any of its
         Restricted Subsidiaries in the ordinary course of business;

                  (4) indemnities of the Company's or any of its Restricted
         Subsidiaries' officers, directors and employees permitted by bylaw or
         statutory provisions;

                  (5) the payment of reasonable and customary regular fees to
         the Company's or any of its Restricted Subsidiaries' directors; and

                  (6) Affiliate Transactions and arrangements in effect on the
         Initial Issue Date of the Securities, including any modifications,
         extensions or renewals thereof that do not adversely affect the Company
         or any of its Restricted Subsidiaries.

         (c) This Section 3.10 shall be of no force or effect from and after the
time the Securities are first rated at least Baa3 by Moody's and at least BBB-
by Standard & Poor's.

Section 3.11. Waiver of Stay, Extension or Usury Laws.

         (a) The Company covenants hereby (to the extent that it may lawfully do
so) that it shall not at any time insist upon, plead, (as a defense or
otherwise) or in any manner whatsoever claim or take the benefit or advantage
of, any stay or extension law or any usury law or other law which would prohibit
or forgive the Company from paying all or any portion of the principal of,
premium, if any, Liquidated Damages, if any, and interest on or with respect to
the Securities as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of this
Indenture; and (to the extent that it may lawfully do so) the Company hereby
expressly waives all benefit or advantage of any such law, and covenants that it
shall not 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 had been enacted.




                                      -37-
<PAGE>




                                   ARTICLE IV

                         CONSOLIDATION, MERGER AND SALE

Section 4.01. Limitation on Mergers and Consolidations.

         (a) Nothing contained in this Indenture or the Securities shall prevent
any consolidation or merger of the Company with or into any corporation or
corporations (including any Subsidiary), or any consolidation or merger of any
other corporation (including any Subsidiary) with or into the Company, or
successive consolidations or mergers in which the Company or the Company's
successor or successors shall be a party or parties or shall prevent any sale or
conveyance of the Company's properties and assets as an entirety or
substantially as an entirety to any other Person (including any Subsidiary), or
the acquisition by the Company by purchase or otherwise of all or any part of
the properties and assets of any other Person (including any Subsidiary),
provided that in the case of any consolidation of the Company with, or merger of
the Company into, any corporation or corporations, or any sale or conveyance of
the Company's properties and assets as an entirety or substantially as an
entirety:

                  (1) the corporation formed by such consolidation or into which
         the Company is merged or the Person which acquires by conveyance or
         transfer the Company's properties and assets as an entirety or
         substantially as an entirety shall expressly assume, by a supplemental
         indenture, executed and delivered to the Trustee, in form satisfactory
         to the Trustee, the performance of the Securities and every covenant of
         this Indenture on the Company's part to be performed or observed;

                  (2) immediately after giving effect to such transaction, no
         Event of Default, and no event which, after notice or lapse of time or
         both, would become an Event or Default, shall have happened and be
         continuing; and

                  (3) the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, sale or conveyance and such supplemental
         indenture comply with this Section 4.01 and that all conditions
         precedent herein provided for relating to such transaction have been
         complied with.

                  (b) Notwithstanding the foregoing, any Restricted Subsidiary
         may consolidate with, merge into or transfer all or part of its
         properties and assets to the Company or any other Restricted
         Subsidiary.

Section 4.02. Successors Substituted.

         Upon any consolidation or merger, or any conveyance or transfer of the
Company's properties and assets as an entirety or substantially as an entirety,
in accordance with the proviso set forth above in Section 4.01, the successor
corporation formed by such consolidation or into which the Company is merged or
the Person to which such conveyance or transfer is made shall succeed to, and be
substituted for, and may exercise



                                      -38-
<PAGE>


every right and power of the Company under this Indenture with the same effect
as if such successor corporation or Person had been named as the Company, and
thereafter, the predecessor shall be relieved of all obligations and covenants
under this Indenture or the Securities, as the case may be.

                                   ARTICLE V

                              DEFAULTS AND REMEDIES

Section 5.01. Events of Default.

         An "Event of Default," occurs if:

                  (i) the Company defaults in the payment of any interest or
         Liquidated Damages, if any, on any Security when the same becomes due
         and payable and the default continues for a period of 30 days;

                  (ii) the Company defaults in the payment of the principal of
         or premium, if any, on any Security at its Maturity, upon redemption or
         by declaration;

                  (iii) the Company fails to observe or perform any of its
         covenants or agreements listed in Sections 3.05, 3.07, 3.08, 3.09 or
         3.10 hereof and such Default continues for a period of 30 days after
         the notice specified below;

                  (iv) the Company fails to comply with any of its other
         covenants or agreements contained in the Securities or this Indenture
         and such Default continues for a period of 90 days after the notice
         specified below;

                  (v) the Company or any Restricted Subsidiary defaults (A) in
         the payment of any installment of principal of or interest upon any
         Funded Debt having a then outstanding principal amount in excess of $25
         million, the effect of which default is to cause or permit the trustee
         or holders of such Funded Debt to cause such Funded Debt to become due
         and payable prior to its Stated Maturity; or (B) in any other manner as
         defined in any instrument evidencing Funded Debt having a then
         outstanding principal amount in excess of $25 million, which default
         has resulted in the acceleration of such Funded Debt so that the same
         shall have become due and payable prior to its Stated Maturity,
         provided, however, that if any default as provided in clause (A) or (B)
         above shall be remedied or cured by the Company or a Restricted
         Subsidiary or waived by the trustee or holders of such Funded Debt, in
         each case in accordance with the terms of the instruments pursuant to
         which such Funded Debt shall have been issued, then the default
         hereunder by reason thereof shall be deemed likewise to have been
         thereupon remedied, cured, or waived without further action upon the
         part of either the Trustee or any of the Holders; and provided,
         further, that subject to the provisions of this Indenture, the Trustee
         shall not be charged with knowledge of any such default unless either
         (x) a Responsible Officer of the Trustee assigned to its corporate
         trust department shall, as such officer, have actual knowledge of such
         default, or (y) written notice thereof shall have been given to the
         Trustee by the Company, by the


                                      -39-






<PAGE>
         trustee or holders of any such Funded Debt, or by the Holders of not
         less than 25% in aggregate principal amount of the Securities at the
         time outstanding;

                  (vi) a decree or order by a court having jurisdiction in the
         premises shall have been entered adjudging the Company or any
         Restricted Subsidiary of the Company a bankrupt or insolvent, or
         approving as properly filed a petition seeking reorganization,
         arrangement, adjustment, composition, liquidation, dissolution or
         winding-up of the Company or any Restricted Subsidiary of the Company
         or any similar relief under any present or future federal or state law
         or regulation, and such decree or order shall have continued
         undischarged or unstayed for a period of 90 consecutive days; or a
         decree or order of a court having jurisdiction in the premises for the
         appointment of a receiver or trustee or assignee in bankruptcy or
         insolvency of the Company or any Restricted Subsidiary of the Company
         or of its property, or for the winding-up or liquidation of its
         affairs, shall have been entered, and such decree or order shall have
         remained in force undischarged and unstayed for a period of 90
         consecutive days; or

                  (vii) the Company or any Restricted Subsidiary shall institute
         proceedings to be adjudicated a voluntary bankrupt, or shall consent to
         the institution of a bankruptcy proceeding against it, or shall file a
         petition or answer or consent seeking reorganization, arrangement,
         adjustment, composition, liquidation, dissolution, winding-up or any
         similar relief under any present or future federal or state law or
         consent to the appointment of a receiver or trustee or assignee in
         bankruptcy or insolvency of it or of its property, or shall make an
         assignment for the benefit of creditors, or shall admit in writing its
         inability to pay its debts generally as they become due.

         A Default under clause (iii) or (iv) above is not an Event of Default
until the Trustee notifies the Company, or the Holders of at least 25% in
principal amount of the outstanding Securities notify the Company and the
Trustee, of the Default and the Company does not cure the Default within the
time period specified above. The notice must specify the Default, demand that it
be remedied and state that the notice is a "Notice of Default." When a Default
is cured, it ceases. Such notice shall be given by the Trustee if so requested
by the Holders of at least 25% in principal amount of the Securities then
outstanding.

         Subject to the provisions of Section 6.01 and Section 6.02, the Trustee
shall not be charged with knowledge of an Event of Default unless written notice
thereof shall have been given to a Responsible Officer at the Corporate Trust
Office of the Trustee by the Company, the Paying Agent, any Holder or an agent
of any Holder.

Section 5.02. Acceleration.

         If an Event of Default (other than an Event of Default specified in
clause (vi) or (vii) of Section 5.01 hereof with respect to the Company) occurs
and is continuing, the Trustee may by notice to the Company, or the Holders of
at least 25% in principal amount of the then outstanding Securities may, by
notice to the Company and the Trus-


                                      -40-
<PAGE>


tee, and the Trustee shall, upon the request of such Holders, declare the
principal of, premium, if any, on, accrued and unpaid interest on, and
Liquidated Damages, if any, on all then outstanding Securities (if not then due
and payable) to be due and payable, and upon any such declaration the same shall
become and be immediately due and payable. If an Event of Default specified in
clause (vi) or (vii ) of Section 5.01 hereof with respect to the Company occurs,
the principal of, premium, if any, on, accrued and unpaid interest on, and
Liquidated Damages, if any, on all Securities then outstanding shall ipso facto
become and be immediately due and payable without any declaration, notice or
other act on the part of the Trustee or any Holder.

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

                  (i) all existing Events of Default, other than the non-payment
         of the principal of the Securities which has become due solely by such
         declaration of acceleration, have been cured or waived;

                  (ii) to the extent the payment of such interest is lawful,
         interest on overdue installments of interest and overdue principal,
         which has become due otherwise than by such declaration of
         acceleration, has been paid; and

                  (iii) the rescission would not conflict with any judgment or
         decree of a court of competent jurisdiction.

Section 5.03. Other Remedies.

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

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

Section 5.04. Waiver of Existing Defaults.

         Subject to Section 5.07 and Section 8.02, the Holders of a majority in
principal amount of the outstanding Securities by notice to the Trustee may
waive an existing Default or Event of Default and its consequences (including
waivers obtained in connection with a tender offer or exchange offer for the
Securities or a solicitation of consents in respect of the Securities, provided
that in each case such offer or solicitation is made to all Holders of the
Securities then outstanding on equal terms), except (1) a continuing De-


                                      -41-
<PAGE>


fault or Event of Default in the payment of the principal of, or premium, if
any, or Liquidated Damages, if any, or interest on the Securities or (2) a
continuing Default in respect of a provision that under Section 8.02 hereof
cannot be amended without the consent of each Holder affected. Upon any such
waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

Section 5.05. Control by Majority.

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

Section 5.06. Limitations on Suits.

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

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

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

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

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

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

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


                                      -42-
<PAGE>


Section 5.07. Rights of Holders to Receive Payment.

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

Section 5.08. Collection Suit by Trustee.

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

Section 5.09. Trustee May File Proofs of Claim.

         The Trustee is authorized to file such proofs of claim and other papers
or documents and to take such actions, including participating as a member,
voting or otherwise, of any committee of creditors, as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and the Holders allowed in any judicial
proceedings relative to the Company or its creditors or properties and shall be
entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any Custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 6.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 6.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties which the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.


                                      -43-
<PAGE>


Section 5.10. Priorities.

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

                  First: to the Trustee for amounts due under Section 6.07
         hereof;

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

                  Third: to the Company.

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

Section 5.11. Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 5.07 hereof, or a suit by a Holder or Holders of more
than 10% in principal amount of the Securities then outstanding.

                                   ARTICLE VI

                                     TRUSTEE

Section 6.01. Duties of Trustee.

         (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in such exercise, as a prudent Person
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 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


                                      -44-
<PAGE>


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

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

                  (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 Section 5.05 hereof.

         (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 incur any liability.

         (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 Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law. All money received by the Trustee shall, until applied
as herein provided, be held in trust for the payment of the principal of, and
premium if any, an Liquidated Damages, if any, and interest on the Securities.

Section 6.02. Rights of Trustee.

         (a) The Trustee may rely conclusively on any document (whether in its
original or facsimile form) believed by it to be genuine and to have been signed
or presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document.

         (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel of its own selection and the


                                      -45-
<PAGE>


advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon.

         (c) The Trustee may act through agents or attorneys and shall not be
responsible for the misconduct or negligence of any agent or attorney appointed
with due care.

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

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

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

         (g) The Trustee's immunities and protections from liability and its
right to indemnification in connection with the performance of its duties under
this Indenture shall extend and be enforceable by the Trustee in each of its
capacities hereunder and shall extend to the Trustee's officers, directors,
agents and employees. Such immunities and protections and right to indemnity,
together with the Trustee's right to compensation, shall survive the Trustee's
resignation or removal, the discharge of this Indenture and final payment of the
Securities.

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

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

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

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


                                      -46-
<PAGE>


Section 6.03. Individual Rights of Trustee.

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

Section 6.04. Trustee's Disclaimer.

         The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company's
use of the proceeds from the Securities or any money paid to the Company or upon
the Company's direction under any provision hereof, it shall not be responsible
for the use or application of any money received by any Paying Agent other than
the Trustee and it shall not be responsible for any statement or recital herein
or any statement in the Securities other than its certificate of authentication.

Section 6.05. Notice of Defaults.

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

Section 6.06. Reports by Trustee to Holders.

         On or before July 15 of each year, beginning with July 15, 2003, the
Trustee shall mail to Holders a brief report dated as of a date convenient to
the Trustee no more than 60 nor less than 45 days prior thereto, that complies
with TIA Section 313(a); provided, however, that if no event described in TIA
Section 313(a) has occurred within the twelve months preceding the reporting
date, no report need be transmitted. The Trustee also shall comply with TIA
Section 313(b). The Trustee shall also transmit by mail all reports as required
by TIA Sections 313(c) and 313(d).

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

Section 6.07. Compensation and Indemnity.

         The Company agrees to pay to the Trustee from time to time such
compensation as agreed to by the Company and the Trustee, for its acceptance of
this Indenture and its services hereunder. The Trustee's compensation shall not
be limited by any law on compensation of a trustee of an express trust. Subject
to the further provisions of this Section


                                      -47-
<PAGE>


6.07, the Company agrees to reimburse the Trustee upon request for all
reasonable disbursements, advances and expenses incurred by it. Such expenses
shall include the reasonable compensation, disbursements and expenses of the
Trustee's agents and counsel.

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

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

         To secure the payment obligations of the Company in this Section 6.07,
the Trustee shall have a lien prior to the Securities on all money or property
held or collected by the Trustee, except that held in trust to pay principal of,
and premium, if any, and interest and Liquidated Damages, if any, on the
Securities. 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 5.01(vi) or Section 5.01(vii) hereof occurs, the
expenses and the compensation for the services are intended to constitute
expenses of administration under any Bankruptcy Law.

         The provisions of this Section 6.07 shall survive the termination of
this Indenture.

Section 6.08. Replacement of Trustee.

         A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 6.08.

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

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


                                      -48-
<PAGE>


                  (ii) 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;

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

                  (iv) the Trustee otherwise 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 Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the Securities then outstanding may appoint
a successor Trustee to replace the successor Trustee appointed by the Company.

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

         If the Trustee fails to comply with Section 6.10 hereof, any Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, subject to the lien provided for
in Section 6.07 hereof. Notwithstanding replacement of the Trustee pursuant to
this Section 6.08 hereof, the obligations of the Company under Section 6.07
hereof shall continue for the benefit of the retiring Trustee.

Section 6.09. Successor Trustee by Merger, etc.

         Subject to Section 6.10 hereof, if the Trustee consolidates, merges or
converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further
act shall be the successor Trustee.

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


                                      -49-
<PAGE>


Section 6.10. Eligibility; Disqualification.

         There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States,
any state thereof or the District of Columbia and authorized under such laws to
exercise corporate trust power, shall be subject to supervision or examination
by federal or state (or the District of Columbia) authority and shall have, or
be a Subsidiary of a bank or bank holding company having, a combined capital and
surplus of at least $50 million as set forth in its most recent published annual
report of condition.

         This Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1), 310(a)(2) and 310(a)(5). The Trustee is
subject to and shall comply with the provisions of TIA Section 310(b) during the
period of time required by this Indenture. Nothing in this Indenture shall
prevent the Trustee from filing with the SEC the application referred to in the
penultimate paragraph of TIA Section 310(b).

Section 6.11. Preferential Collection of Claims Against Company.

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

                                  ARTICLE VII

                       DISCHARGE OF INDENTURE; DEFEASANCE

Section 7.01. Discharge of Indenture.

         Upon the request of the Company, this Indenture will cease to be of
further effect and the Trustee, at the expense of the Company, will execute
proper instruments acknowledging satisfaction and discharge of the Securities
and this Indenture when:

                  (1)  either:

                  (i)  all the Securities theretofore authenticated and
                       delivered (other than destroyed, lost or stolen
                       Securities that have been replaced or paid and Securities
                       that have been subject to defeasance pursuant to Section
                       7.02 or 7.03) have been delivered to the Trustee for
                       cancellation; or

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

                           (i) have become due and payable by the mailing of a
                               notice of redemption or otherwise;

                           (ii) will become due and payable within one year; or


                                      -50-
<PAGE>


                           (iii) are to be called for redemption within 12
                                 months under arrangements reasonably
                                 satisfactory to the Trustee for the giving of
                                 notice of redemption by the Trustee in the
                                 name, and at the reasonable expense, of the
                                 Company;

                           and the Company has irrevocably deposited or caused
                           to be deposited with the Trustee funds in trust for
                           the purpose in an amount sufficient to pay and
                           discharge, the entire Debt on the Securities,
                           including, if any, Liquidated Damages with respect to
                           the Securities, not theretofore delivered to the
                           Trustee for cancellation, for principal (and premium,
                           if any) and interest on the Securities to the date of
                           such deposit (in case of Securities that have become
                           due and payable) or to the Stated Maturity or
                           redemption date, as the case may be;

                  (2) the Company has paid or caused to be paid all sums payable
         under this Indenture by the Company; and

                  (3) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent provided in this Indenture relating to the satisfaction and
         discharge of the Securities and this Indenture have been complied with.

         After such delivery, the Trustee upon request of the Company shall
acknowledge in writing the discharge of the Company's obligations under the
Securities and this Indenture except for those surviving obligations specified
below.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company in Sections 6.07, 7.05 and 7.06 shall survive such
satisfaction and discharge.

Section 7.02. Legal Defeasance.

         The Company may, at its option and at any time, elect to have its
obligations discharged with respect to the outstanding Securities on a date the
conditions set forth in Section 7.04 are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, such Legal Defeasance means that the Company
will be deemed to have paid and discharged the entire Debt represented by the
outstanding Securities and to have satisfied all its other obligations under
such Securities and this Indenture insofar as such Securities are concerned (and
the Trustee, at the expense of the Company, shall, subject to Section 7.06,
execute instruments in form and substance reasonably satisfactory to the Trustee
and Company acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights of
Holders of outstanding Securities to receive solely from the trust funds
described in Section 7.04 and as more fully set forth in such Section, payments
in respect of the principal of, premium, if any, and interest on such Securities
when such payments are due, (B) the Company's obligations with respect to such
Securities under Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2,07, 2.08, 2.11 and
3.02,


                                      -51-
<PAGE>


(C) the rights, powers, trusts, duties, and immunities of the Trustee
hereunder (including claims of, or payments to, the Trustee under or pursuant to
Section 6.07) and the Company's obligations in connection therewith and (D) this
Article VII.
         Subject to compliance with this Article VII, the Company may exercise
its option under this Section 7.02 with respect to the Securities
notwithstanding the prior exercise of its option under Section 7.03 below with
respect to the Securities.

Section 7.03. Covenant Defeasance.

         The Company may, at its option and at any time, elect to have its
obligations under Sections 3.05, 3.07, 3.08, 3.09 and 3.10 released with respect
to the outstanding Securities on a date the conditions set forth in Section 7.04
are satisfied (hereinafter, "Covenant Defeasance"). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Securities, the Company
may fail 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 5.01, but, except as specified above, the
remainder of this Indenture and such Securities shall be unaffected thereby. In
addition, upon the Company's exercise of the option in this Section 7.03,
subject to the satisfaction of the conditions set forth in Section 7.04,
Sections 5.01(iii), (iv) and (v) shall not constitute Events of Default.

         Notwithstanding any discharge or release of any obligations under this
Indenture pursuant to Section 7.02 or this Section 7.03, the Company's
obligations in Sections 2.03, 2.05, 2.06, 2.07, 2.08, 6.07, 7.05, 7.06 and 7.08
shall survive until such time as the Securities have been paid in full.
Thereafter, the Company's obligations in Sections 6.07, 7.05 and 7.08 shall
survive.

Section 7.04. Conditions to Legal Defeasance or Covenant Defeasance.

         The following shall be the conditions to application of Section 7.02 or
Section 7.03 to the outstanding Securities:

         (a) (1) the Company has irrevocably deposited or caused to be deposited
in trust for the benefit of the Holders with the Trustee or a Paying Agent or a
trustee satisfactory to the Trustee and the Company, under the terms of an
irrevocable trust agreement in form and substance satisfactory to the Trustee
and any such Paying Agent, (x) money in an amount sufficient, or (y) U.S.
Government Obligations that shall be payable as to principal and interest in
such amounts and at such times as are sufficient, in the opinion of a nationally
recognized firm of independent public accountants or Independent Financial
Advisors expressed in a written certification thereof delivered to the Trustee
(without consideration of any reinvestment of such interest), or (z) a
combination thereof in an amount, sufficient to pay the principal of (and
premium, if any, on) and interest, if any, to Stated Maturity (or redemption) on
such Securities, on the scheduled due dates


                                      -52-
<PAGE>

therefor, (2) the trustee of the irrevocable trust has been irrevocably
instructed to pay such money or the proceeds of such U.S. Government Obligations
to the Trustee and (3) the Trustee or Paying Agent shall have been irrevocably
instructed in writing to apply the deposited money and the proceeds from U.S.
Government Obligations in accordance with the terms of this Indenture and the
terms of the Securities to the payment of principal of and interest on the
Securities;

         (b) the deposit described in clause (a) above will not result in a
breach or violation of, or constitute a Default under, any other material
agreement or instrument to which the Company is a party or by which it is bound;

         (c) no Default has occurred and is continuing (1) as of the date of
such deposit (other than a Default resulting from the borrowing of funds to be
applied to such deposit and the grant of any Lien securing such borrowing) or
(2) insofar as clause (v) or (vi) of Section 5.01 is concerned at any time
during the period ending on the 91st day after the date of such deposit or, if
longer, ending on the day following the expiration of the longest preference
period applicable to the Company in respect of such deposit (it being understood
that the condition in this clause (c) is a condition subsequent and will not be
deemed satisfied until the expiration of such period);

         (d) the Company has paid or caused to be paid all sums currently due
and payable by the Company under this Indenture and under the Securities;

         (e) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent provided
for in this Indenture relating to the termination by the Company of its
obligations have been complied with;

         (f) in the case of an election under Section 7.02 or 7.03, the Company
has delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of such Securities will not recognize income, gain or loss for United
States federal income tax purposes as a result of such Legal Defeasance or
Covenant Defeasance and will be subject to United States 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 or Covenant Defeasance had not occurred, and
such opinion, in the case of Legal Defeasance under Section 7.02, must refer to
and be based upon a ruling of the Internal Revenue Service or a change in
applicable United States federal income tax law occurring after the date of this
Indenture. The defeasance would in each case be effective when 91 days have
passed since the date of the deposit in trust.

Section 7.05. Deposited Money and U.S. Government Obligations To Be
             Held in Trust; Other Miscellaneous Provisions.

         All money and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee pursuant to Section 7.04 in respect of the
outstanding Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying


                                      -53-
<PAGE>

Agent, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal, premium, if any, and accrued interest, but such
money need not be segregated from other funds except to the extent required by
law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 7.04 or the principal, premium, if any, 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
Securities.

         Anything in this Article VII to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon a request of
the Company any money or U.S. Government Obligations held by it as provided in
Section 7.04 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

Section 7.06. Reinstatement.

         If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 7.01, 7.02 or 7.03 by reason
of any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's obligations under this Indenture and the Securities
shall be revived and reinstated as though no deposit had occurred pursuant to
this Article VII 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
7.01; provided that if the Company has made any payment of principal of,
premium, if any, or accrued interest on any Securities because of the
reinstatement of their obligations, the Company shall be subrogated to the
rights of the Holders of such Securities to receive such payment from the money
or U.S. Government Obligations held by the Trustee or Paying Agent.

Section 7.07. Moneys Held by Paying Agent.

         In connection with the satisfaction and discharge of this Indenture,
all moneys then held by any Paying Agent under the provisions of this Indenture
shall, upon written demand of the Company, be paid to the Trustee, or if
sufficient moneys have been deposited pursuant to Section 7.04, to the Company
upon a written request of the Company, and thereupon such Paying Agent shall be
released from all further liability with respect to such moneys.

Section 7.08. Moneys Held by Trustee.

         Any moneys deposited with the Trustee or any Paying Agent or then held
by the Company in trust for the payment of the principal of, or premium, if any,
or interest on any Securities that are not applied but remain unclaimed by the
Holder of such Securities for two years after the date upon which the principal
of, or premium, if any, or interest on


                                      -54-
<PAGE>


such Securities shall have respectively become due and payable shall be repaid
to the Company upon a written request of the Company, or if such moneys are then
held by the Company in trust, such moneys shall be released from such trust; and
the Holder of such Securities entitled to receive such payment shall thereafter,
as an unsecured general creditor, look only to the Company for the payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money shall thereupon cease; provided that the Trustee or any such
Paying Agent, before being required to make any such repayment, shall, at the
expense of the Company, either mail to each Holder affected, at the address
shown in the register of the Securities maintained by the Registrar pursuant to
Section 2.03, or cause to be published once a week for two successive weeks, in
a newspaper published in the English language, customarily published each
Business Day and of general circulation in the City of New York, New York, a
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 mailing or
publication, any unclaimed balance of such moneys then remaining will be repaid
to the Company. After payment to the Company or the release of any money held in
trust by the Company, Holders entitled to the money must look only to the
Company for payment as general creditors unless applicable abandoned property
law designates another Person.

                                  ARTICLE VIII

                                   AMENDMENTS

Section 8.01. Without Consent of Holders.

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

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

                  (ii) to comply with Section 4.01 and Section 4.02 hereof;

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

                  (iv) to add any additional Events of Default;

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

                  (vi) to secure the Securities pursuant to the requirements
         under this Indenture;

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

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


                                      -55-
<PAGE>


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

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

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

Section 8.02. With Consent of Holders.

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

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

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

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

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

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


                                      -56-
<PAGE>


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

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

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

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

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

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

         The right of any Holder to participate in any consent required or
sought pursuant to any provision of this Indenture (and the obligation of the
Company to obtain any such consent otherwise required from such Holder) may be
subject to the requirement that such Holder shall have been the Holder of record
of the Securities with respect to which such consent is required or sought as of
a date identified by the Trustee in a notice furnished to Holders in accordance
with the terms of this Indenture.

Section 8.03. Compliance with Trust Indenture Act.

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

Section 8.04. Revocation and Effect of Consents.

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


                                      -57-
<PAGE>


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

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

Section 8.05. Notation on or Exchange of Securities.

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

Section 8.06. Trustee to Sign Amendments, etc.

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

                                   ARTICLE IX

                                   REDEMPTION

Section 9.01. Notices to Trustee.

         If the Company elects to redeem Securities pursuant to the redemption
provisions specified in the Securities, it shall furnish to the Trustee, at
least 45 days but not more


                                      -58-
<PAGE>


than 60 days before a Redemption Date (unless the Trustee consents in writing to
a shorter period of at least 30 days prior to the Redemption Date), an Officers'
Certificate setting forth the Redemption Date, the principal amount of such
Securities to be redeemed and the Redemption Price.

Section 9.02. Selection of Securities to be Redeemed.

         If less than all of the Securities are to be redeemed, the Trustee
shall select the Securities to be redeemed on a pro rata basis, by lot or by any
other method that the Trustee in its sole discretion shall deem fair and
appropriate. The particular Securities to be redeemed shall be selected, unless
otherwise provided herein, not less than 30 days nor more than 60 days prior to
the Redemption Date by the Trustee from the outstanding Securities not
previously called for redemption.

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

Section 9.03. Notices to Holders.

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

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

                  (A)      the Redemption Date;

                  (B)      the Redemption Price;

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

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

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

                  (F) that unless the Company defaults in making the redemption
         payment, interest on Securities called for redemption ceases to accrue
         on and after the Redemption Date and the only remaining right of the
         Holders is to receive pay-


                                      -59-
<PAGE>


         ment of the Redemption Price upon surrender to the Paying Agent of the
         Securities; and

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

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

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

Section 9.04. Effect of Notices of Redemption.

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

Section 9.05. Deposit of Redemption Price.

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

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

Section 9.06. Securities Redeemed in Part.

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


                                      -60-
<PAGE>


                                   ARTICLE X

                                  MISCELLANEOUS

Section 10.01.  Trust Indenture Act Controls.

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

Section 10.02.  Notices.

         Any notice or communication by the Company or the Trustee to the other
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 other's address:

         If to the Company:

                  Southern Natural Gas Company
                  El Paso Building
                  1001 Louisiana Street
                  Houston, Texas  77002
                  Telecopier No.:  (713) 420-4099
                  Attention:  Corporate Secretary

         If to the Trustee:

                  The Bank of New York
                  101 Barclay Street, Floor 8
                  New York, New York 10286
                  Telecopier No.:  (212) 815-5707
                  Attention:  Corporate Trust Administration

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

         All notices and communications shall be deemed to have been duly given:
at the time delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.
Notwithstanding the foregoing, notices to the Trustee shall be effective only
upon receipt.

         Any notice or communication to a Holder shall be mailed by first-class
mail, postage prepaid, to the Holder's address shown on the register kept by the
Registrar.


                                      -61-
<PAGE>


Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

         If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

         If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

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

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

Section 10.03.  Communication by Holders with Other Holders.

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

Section 10.04.  Certificate and Opinion as to Conditions Precedent.

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

         (i) an Officers' Certificate (which shall include the statements set
forth in Section 10.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been complied with; and

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

         Notwithstanding the foregoing, no such Opinion of Counsel shall be
required in connection with the issuance of the Series A Securities pursuant to
the Original Offering.

Section 10.05.  Statements Required in Certificate or Opinion.

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


                                      -62-
<PAGE>


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

                  (ii) 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;

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

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

Section 10.06.  Rules by Trustee and Agents.

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

Section 10.07.  Legal Holidays.

         If a payment date is a Legal Holiday at a place of payment, payment may
be made at that place on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period.

Section 10.08.  No Recourse Against Others.

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

Section 10.09.  Governing Law.

         THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUCTED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. TO THE FULLEST EXTENT IT
MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, THE COMPANY HEREBY IRREVOCABLY
SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH
OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH
OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SECURITIES AND
IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY,


                                      -63-
<PAGE>


GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. THE COMPANY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER
APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION THAT IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE COMPANY
IRREVOCABLY CONSENTS, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER
APPLICABLE LAW, TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN
ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID, TO THE COMPANY AT ITS ADDRESS SET FORTH HEREIN,
SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTWITHSTANDING THE
FOREGOING, NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER OF SECURITIES TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION.

Section 10.10.  No Adverse Interpretation of Other Agreements.

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

Section 10.11.  Successors.

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

Section 10.12.  Severability.

         In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

Section 10.13.  Counterpart Originals.

         The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.

Section 10.14.  Table of Contents, Headings, etc.

         The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof and shall in no way
modify or restrict any of the terms or provisions hereof.


                                      -64-
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the day and year first above written.



                                             Company:

                                             SOUTHERN NATURAL GAS COMPANY


                                             By: /s/ GREG G. GRUBER
                                                --------------------------------
                                                Name:  Greg G. Gruber
                                                Title: Senior Vice President,
                                                       Chief Financial Officer
                                                       and Treasurer



                                             Trustee:

                                             THE BANK OF NEW YORK


                                             By: /s/ BARBARA A. BEVELAQUA
                                                --------------------------------
                                                Name:  Barbara A. Bevelaqua
                                                Title: Vice President



                                      -65-
<PAGE>


                                                                      EXHIBIT A


                               [FACE OF SECURITY]

                           [Global Securities Legend]

         [UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. THE DEPOSITORY TRUST COMPANY SHALL ACT AS THE DEPOSITARY UNTIL A
SUCCESSOR SHALL BE APPOINTED BY THE COMPANY AND THE REGISTRAR. 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.](2)

         [Transfer Restricted Securities Legend]

         [(1) THIS SECURITY (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 SECURITY MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

         (2) THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY
THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED,
ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
A QUALIFIED


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

(2)      This paragraph should be included only if the Security is a Global
         Security.


                                       A-1
<PAGE>


INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (IV) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (V) TO AN
INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS ACQUIRING THE SECURITY FOR
ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED
INVESTOR" FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE
IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, 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 SECURITY FROM IT OF THE
RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE.

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

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

         AS USED IN THIS SECURITY, THE TERMS "OFFSHORE TRANSACTION," "U.S.
PERSON" AND "UNITED STATES" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF
REGULATION S UNDER THE SECURITIES ACT.](3)


-------------------------
(3)      These paragraphs should be included only if the Security is a Transfer
         Restricted Security.


                                      A-2
<PAGE>


                          SOUTHERN NATURAL GAS COMPANY

                        8 7/8% Series [A/B] Note due 2010



                                                           CUSIP [        ]
No. [        ]                                                    $[      ]


         Southern Natural Gas Company, a Delaware corporation (the "Company"),
for value received promises to pay to [   ] or registered assigns, the principal
sum of [   ] United States Dollars [or such greater or lesser amount as is
indicated on the Schedule of Exchanges of Securities on the other side of this
Security*] on March 15, 2010.

         Interest Payment Dates:            March 15 and September 15

         Record Dates:                      March 1 and September 1

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



-------------------------
* This phrase should be included only if the Security is a Global Security.


                                       A-3
<PAGE>


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



                                             SOUTHERN NATURAL GAS COMPANY



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


Certificate of Authentication:

         Dated:


THE BANK OF NEW YORK, as Trustee, certifies that this is one of the Securities
referred to in the within-mentioned Indenture.



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



                                       A-4
<PAGE>


                              [REVERSE OF SECURITY]

                          SOUTHERN NATURAL GAS COMPANY

                        8 7/8% Series [A/B] Note due 2010

         This Security is one of a duly authorized issue of 8 7/8% Series [A/B]
Notes due March 15, 2010 (the "Securities") of Southern Natural Gas Company, a
Delaware corporation (the "Company").

         1. Interest. The Company promises to pay interest on the principal
amount of this Security at 8 7/8% per annum from [   ], [   ] until maturity.
The Company will pay interest semiannually on March 15 and September 15 of each
year (each an "Interest Payment Date"), or if any such day is not a Business
Day, on the next succeeding Business Day. Interest on the Securities will accrue
from the most recent Interest Payment Date on which interest has been paid or,
if no interest has been paid, from [   ], [   ]; provided that if there is no
existing Default in the payment of interest, and if this Security 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 [ ], [   ] and interest accrued from [   ], [   ] shall be
payable on such date. Further, the Company shall pay interest on overdue
principal and premium, if any, from time to time on demand at a rate equal to
the interest rate then in effect; it shall pay interest on overdue installments
of interest (without regard to any applicable grace periods) from time to time
on demand at the same rate to the extent lawful. Interest will be computed on
the basis of a 360-day year of twelve 30-day months.

         2. Method of Payment. The Company will pay interest on the Securities
(except defaulted interest) to the Persons who are registered Holders of
Securities at the close of business on the record date next preceding the
Interest Payment Date, even if such Securities are canceled after such record
date and on or before such Interest Payment Date. The Holder must surrender this
Security to a Paying Agent to collect payments of principal and premium, if any.
The Company will pay the principal of, and premium, if any, and interest on the
Securities in money of the United States that at the time of payment is legal
tender for payment of public and private debts. Payments in respect of the
Securities represented by a Global Security (including principal, premium, if
any, Liquidated Damages, if any, and interest) will be made by wire transfer of
immediately available funds to the accounts specified by The Depository Trust
Company. The Company will make all payments in respect of a certificated
Security (including principal, premium, if any, Liquidated Damages, if any, and
interest) by mailing a check to the registered address of each Holder thereof;
provided, however, that payments on a certificated Security will be made by wire
transfer to a U.S. dollar account maintained by the payee with a bank in the
United States if such Holder elects payment by wire transfer by giving written
notice to the Trustee or the Paying Agent to such effect designating such
account no later than 30 days immediately preceding the relevant due date for
payment (or such other date as the Trustee may accept in its discretion).



                                       A-5
<PAGE>


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

         4. Optional Redemption. The Securities may be redeemed, in whole or
part, at the Company's option at any time in whole, or from time to time in
part, prior to March 15, 2007, at the Make-Whole Price (as defined below) in
accordance with the provisions of the Indenture.

         "Make-Whole Price" means an amount equal to the greater of

         (i) 100% of the principal amount of the Securities then outstanding to
be redeemed, and

         (ii) as determined by an Independent Investment Banker, the sum of the
present values of (A) the redemption price of the Securities at March 15, 2007
(as set forth below) and (B) the remaining scheduled payments of interest from
the Redemption Date to March 15, 2007 (not including any portion of such
payments of interest accrued as of the Redemption Date) discounted back to the
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus 75 basis points,

plus, in the case of both (i) and (ii), accrued and unpaid interest and
Liquidated Damages, if any, to the Redemption Date. Unless the Company defaults
in the payment of the Make-Whole Price, on and after the applicable Redemption
Date, interest shall cease to accrue on the Securities to be redeemed.

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

         "Comparable Treasury Price" means, with respect to any Redemption Date,
(i) the average of four Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (ii) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such Reference Treasury Dealer
Quotations.

         "Independent Investment Banker" means Salomon Smith Barney Inc. or
Credit Suisse First Boston LLC and their respective successors at the Company's
option, or, if such firms or the successors, if any, to such firms, as the case
may be, are unwilling or unable to select the Comparable Treasury Issue, an
independent investment banking institution of national standing appointed by the
Company.

         "Reference Treasury Dealer" means Salomon Smith Barney Inc. or Credit
Suisse First Boston LLC, at the Company's option, and three additional primary
U.S. government securities dealers in New York City (each a "Primary Treasury
Dealer") selected by the Company, and their respective successors; provided,
however, that if any such firm or any such successor, as the case may be, shall
cease to be a primary U.S. government se-


                                       A-6
<PAGE>


curities dealer in New York City, the Company shall substitute therefore another
Primary Treasury Dealer.

         "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.

         "Treasury Rate" means, with respect to any Redemption Date, (i) the
yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated "H.15(519)" or any successor publication that is published weekly by
the Board of Governors of the Federal Reserve System and that establishes yields
on actively traded United States Treasury securities adjusted to constant
maturity under the caption "Treasury Constant Maturities," for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is within three
months before or after the Stated Maturity, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue shall be
determined, and the Treasury Rate shall be interpolated or extrapolated from
such yields on a straight-line basis, rounding to the nearest month) or (ii) if
such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date. The Treasury Rate shall be calculated
on the third Business Day preceding the Redemption Date.

         The notice of redemption with respect to the foregoing redemption need
not set forth the Make-Whole Price but only the manner of calculation thereof.
The Company shall notify the Trustee of the Make-Whole Price with respect to any
redemption promptly after the calculation thereof, and the Trustee shall not be
responsible for such calculation.

         Beginning on March 15, 2007, the Company may redeem the Securities, in
whole or in part, at the Company's option at any time or from time to time, at
the following redemption prices (expressed as percentages of principal amount),
plus accrued and unpaid interest and Liquidated Damages, if any, to the
applicable Redemption Date, if redeemed during the 12-month period beginning on
each March 15 of the years indicated below:


                    Year                                   Percentage
                    ----                                   ----------

            2007                                             104.438%
            2008                                             102.219%
            2009 and thereafter                              100.000%



                                       A-7
<PAGE>


         5. Paying Agent and Registrar. Initially, The Bank of New York (the
"Trustee"), the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent, Registrar, co-registrar or
additional paying agent without notice to any Holder. The Company or any of its
Subsidiaries may act in any such capacity.

         6. Indenture. The Company issued the Securities under an Indenture
dated as of March 5, 2003 (as amended, supplemented or otherwise modified form
time to time, the "Indenture") between the Company and the Trustee. The terms of
the Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code Sections 77aaa-77bbbb), as in effect on the date of execution of the
Indenture (the "TIA"). The Securities are subject to all such terms, and Holders
are referred to the Indenture and such Act for a statement of such terms. The
Securities are unsecured general obligations of the Company. Capitalized terms
used but not defined in this Security have the respective meanings given to such
terms in the Indenture. The Company may issue Additional Securities under the
Indenture subject to compliance with Section 3.08 thereof, unlimited in
aggregate principal amount.

         7. Denominations, Transfer, Exchange. The Securities are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Securities may be registered and Securities may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not exchange or register the transfer of any
Securities during the period between a record date and the corresponding
Interest Payment Date.

         8. Persons Deemed Owners. The registered Holder of a Security shall be
treated as its owner for all purposes.

         9. Amendments and Waivers. Subject to certain exceptions and
limitations, the Indenture or the Securities may be amended or supplemented with
the consent of the Holders of at least a majority in principal amount of the
then outstanding Securities, and compliance in a particular instance by the
Company with any provision of the Indenture may be waived (other than certain
provisions, including any continuing Default or Event of Default in the payment
of the principal of, or premium, if any, or interest on the Securities) by the
Holders of at least a majority in principal amount of the Securities then
outstanding in accordance with the terms of the Indenture. Without the consent
of any Holder, the Company and the Trustee may amend or supplement the Indenture
or the Securities to cure any ambiguity, omission, defect or inconsistency; to
comply with the Indenture in the case of the merger, consolidation or sale or
other disposition of all or substantially all of the assets of the Company; to
provide for uncertificated Securities in addition to or in place of certificated
Securities; to add any additional Events of Default; to provide for the
acceptance under the Indenture of a successor trustee in compliance with the
provisions thereof; to secure the Securities pursuant to the requirements under
the Indenture; to comply with any requirements in order to effect or maintain
the qualification of the Indenture under the TIA to comply with any requirements
of the SEC


                                       A-8
<PAGE>


in connection with qualifying the Indenture under the TIA; to add to
the covenants of the Company for the benefit of the Holders or to surrender any
power conferred upon the Company; or to make any change that does not adversely
affect the rights of any Holder in any material respect.

         The right of any Holder to participate in any consent required or
sought pursuant to any provision of the Indenture (and the obligation of the
Company to obtain any such consent otherwise required from such Holder) may be
subject to the requirement that such Holder shall have been the Holder of record
of any Securities with respect to which such consent is required or sought as of
a date identified by the Trustee in a notice furnished to Holders in accordance
with the terms of the Indenture.

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

         10. Defaults and Remedies. Generally, an Event of Default occurs if:
(i) the Company defaults in the payment of any interest or Liquidated Damages,
if any, on any Security when the same becomes due and payable and the default
continues for a period of 30 days; (ii) the Company defaults in the payment of
the principal of or premium, if any, on any Security at its Maturity or
otherwise; (iii) the Company fails to observe or perform any of its covenants or
agreements listed in Sections 3.05, 3.07, 3.08, 3.09 or 3.10 of the Indenture
and such Default continues for a period of 30 days after the notice specified
below; (iv) the Company fails to comply with any of its other covenants or
agreements contained in the Securities or the Indenture and such Default
continues for a period of 90 days after the notice specified below; (v) the
Company or any Restricted Subsidiary defaults (A) in the payment of any
installment of principal of or interest upon any Funded Debt having a then
outstanding principal amount in excess of $25 million, the effect of which
default is to cause or permit the trustee or holders of such Funded Debt to
cause such Funded Debt to become due and payable prior to its Stated Maturity;
or (B) in any other manner as defined in any instrument evidencing Funded Debt
having a then outstanding principal amount in excess of $25 million, which
default has resulted in the acceleration of such Funded Debt so that the same
shall have become due and payable prior to its Stated Maturity, provided,
however, that if any default as provided in clause (A) or (B) above shall be
remedied or cured by the Company or a Restricted Subsidiary or waived by the
trustee or holders of such Funded Debt, in each case in accordance with the
terms of the instruments pursuant to which such Funded Debt shall have


                                       A-9
<PAGE>


been issued, then the Default hereunder by reason thereof shall be deemed
likewise to have been thereupon remedied, cured, or waived without further
action upon the part of either the Trustee or any of the Holders; and provided,
further that subject to the provisions of the Indenture, the Trustee shall not
be charged with knowledge of any such default unless either (x) a Responsible
Officer of the Trustee assigned to its corporate trust department shall, as such
officer, have actual knowledge of such default, or (y) written notice thereof
shall have been given to the Trustee by the Company, by the trustee or holders
of any such Funded Debt, or by the Holders of not less than 25% in aggregate
principal amount of the Securities at the time outstanding; or (vi) certain
events of bankruptcy or liquidation with respect to the Company occur. A Default
under clause (iii) or (iv) is not an Event of Default until the Trustee notifies
the Company, or the Holders of at least 25% in principal amount of the
outstanding Securities notify the Company and the Trustee of the Default and the
Company does not cure the Default within the time period specified above. The
notice must specify the Default, demand that it be remedied and state that the
notice is a "Notice of Default." When a Default is cured, it ceases. Such notice
shall be given by the Trustee if so requested by the Holders of at least 25% in
principal amount of the Securities then outstanding.

         If an Event of Default (other than an Event of Default specified in
clause (vi) above) occurs and is continuing, the Trustee may, by notice to the
Company, or the Holders of at least 25% in principal amount of the then
outstanding Securities may declare by notice to the Company and the Trustee, and
the Trustee shall, upon the request of such Holders the principal of, premium,
if any, and accrued and unpaid interest and Liquidated Damages, if any, on all
then outstanding Securities (if not then due and payable) to be immediately due
and payable, and upon any such declaration the same shall become and be
immediately due and payable. The amount due and payable upon the acceleration of
any Security is equal to 100% of the principal amount thereof plus premium, if
any, and accrued and unpaid interest and Liquidated Damages, if any, to the date
of payment. Holders may not enforce the Indenture or the Securities except as
provided in the Indenture. If an Event of Default specified in clause (vi) above
with respect to the Company occurs, the principal of, premium, if any, on,
accrued and unpaid interest on, and Liquidated Damages, if any, on all
Securities then outstanding shall ipso facto become and be immediately due and
payable without any declaration, notice or other act on the part of the Trustee
or any Holder.

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

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

         13. No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company or of any Affiliate shall not have any
liability for any obliga-


                                      A-10
<PAGE>


tions of the Company under the Securities or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation by
reason of his, her or its status as such. Each Holder by accepting a Security
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Securities.

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

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

         16. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

         17. Governing Law. THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED
BY AND CONSTRUCTED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. TO THE
FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, THE COMPANY HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN
THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN
THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SECURITIES AND
IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. THE COMPANY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW,
TRIAL BY JURY AND ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE COMPANY IRREVOCABLY CONSENTS, TO
THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TO THE SERVICE
OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING
BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID, TO THE COMPANY AT ITS ADDRESS SET FORTH HEREIN, SUCH SERVICE TO BECOME
EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTWITHSTANDING THE FOREGOING, NOTHING
HEREIN SHALL


                                      A-11
<PAGE>


AFFECT THE RIGHT OF ANY HOLDER OF SECURITIES TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED
AGAINST THE COMPANY IN ANY OTHER JURISDICTION.

         18. [Additional Rights and Obligations of Holders of Transfer
Restricted Securities. In addition to the rights provided to Holders of
Securities under the Indenture, Holders of Transfer Restricted Securities shall
have all the rights set forth in the Registration Rights Agreement applicable to
such Securities. Each Holder of a Transfer Restricted Security , by his
acceptance thereof, acknowledges and agrees to the provisions of such
Registration Rights Agreement, including without limitation the obligations of
the Holders with respect to a registration and the indemnification of the
Company to the extent provided therein.].**

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

                  Southern Natural Gas Company
                  El Paso Building
                  1001 Louisiana Street
                  Houston, Texas  77002
                  Telecopier No.:  (713) 420-4099
                  Attention:  Corporate Secretary




-------------------------
** This paragraph should be included only if the Security is a Transfer
   Restricted Security.



                                      A-12
<PAGE>


                                 ASSIGNMENT FORM

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

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


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

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

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

Date:
     -----------------------------

Your Signature:
               ----------------------------------------------------------------
               (Sign exactly as your name appears on the face of this Security)

Signature Guarantee:
                    -----------------------------------------------------------
              (Participant in a Recognized Signature Guaranty Medallion Program)

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


                                    CHECK ONE


(1)[ ]       to the Company or a Subsidiary thereof; or

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

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

(4)[ ]       to an institutional "accredited investor" (within the
             meaning of subparagraph (a)(1), (2), (3) or (7) of Rule
             501 under the Securities Act of 1933); or



                                      A-13
<PAGE>


(5)[ ]       pursuant to an effective registration statement under the
             Securities Act of 1933; or

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


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

         [ ]  The transferee is an Affiliate of the Company.

         Unless one of items (1) through (6) above is checked, the Trustee will
refuse to register any of the Securities evidenced by this certificate in the
name of any person other than the registered Holder thereof; provided, however,
that if item (3), (4) or (5) is checked, the Company or the Trustee may require,
prior to registering any such transfer of the Securities, in their sole
discretion, such written legal opinions, certifications (including an investment
letter, and in the case of a transfer pursuant to item (3) or (4), a Regulation
S Letter or Transferee Letter, in each case, in substantially the form set forth
below) and other information as the Trustee or the Company have reasonably
requested to confirm that such transfer is being made pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act of 1933.

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


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


Signature Guarantee:
                    ------------------------------------------------------------



                                       A-14
<PAGE>


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

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


Dated:
      -------------------      -------------------------------------------------
                               Notice: to be executed by an executive officer***



-------------------------
*** These paragraphs should be included only if the Security is a Transfer
    Restricted Security.


                                      A-15


<PAGE>



                   FORM OF REGULATION S LETTER TO BE DELIVERED
              IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATIONS

                                                             [      ], [  ]

The Bank of New York, as Trustee
101 Barclay Street, Floor 8
New York, New York 10286
Telecopier No.: (212) 815-5707
Attention: Corporate Trust Administration

         Re:      8 7/8% Series A Notes due 2010 of Southern Natural Gas Company

Ladies and Gentlemen:

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

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

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

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

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



                                      A-16
<PAGE>



         You and Southern Natural Gas Company are entitled to rely upon this
letter and are irrevocably authorized to produce this letter or a copy hereof to
any interested party in any administrative or legal proceedings or official
inquiry with respect to the matters covered hereby. Terms used but not defined
in this letter have the meanings set forth in Regulation S under the Securities
Act.


                                             Very truly yours,

                                             [Name of Transferor]


                                             By:
                                                -------------------------------
                                                Authorized Signature



                                      A-17
<PAGE>



                            FORM OF TRANSFEREE LETTER
                       TO BE DELIVERED IN CONNECTION WITH
                    TRANSFERS TO NON-QIB ACCREDITED INVESTORS


                                                            [      ], [  ]


The Bank of New York, as Trustee
101 Barclay Street, Floor 8
New York, New York  10286
Telecopier No.: (212) 815-5707
Attention: Corporate Trust Administration

         Re:      8 7/8% Series A Notes due 2010 of Southern Natural Gas Company

         In connection with our proposed purchase of $[   ] principal amount of
the above referenced Securities (the "Securities"), we confirm that:

                  (i) We have received such information as we deem necessary in
         order to make our investment decision.

                  (ii) We understand that any subsequent transfer of the
         Securities or any interest therein is subject to certain restrictions
         and conditions set forth in the Indenture and the undersigned agrees to
         be bound by, and not to resell, pledge or otherwise transfer the
         Securities or any interest therein except in compliance with, such
         restrictions and conditions and the United States Securities Act of
         1933, as amended (the "Securities Act").

                  (iii) We understand that the offer and sale of the Securities
         have not been registered under the Securities Act, and that the
         Securities and any interest therein may not be offered or sold except
         as permitted in the following sentence. We agree, on our own behalf and
         on behalf of any accounts for which we are acting as hereinafter
         stated, that if we should sell the Securities or any interest therein,
         we will do so only (A) to the Company or any subsidiary thereof, (B) in
         accordance with Rule 144A under the Securities Act to a "qualified
         institutional buyer" (as defined therein), (C) to an institutional
         "accredited investor" (as defined below) that, prior to such transfer,
         furnishes (or has furnished on its behalf by a U.S. broker-dealer) to
         you and to the Company a signed letter substantially in the form of
         this letter, (D) outside the United States in accordance with Rule 904
         of Regulation S under the Securities Act, (E) pursuant to the
         provisions of Rule 144(k) under the Securities Act or (F) pursuant to
         an effective registration statement under the Securities Act, and we
         further agree to provide to any person purchasing the certificated
         Security or beneficial interest in a Global Security from the Company
         in a transaction meeting the requirements of clauses (A) through (E) of
         this paragraph a notice advising such purchaser that resales thereof
         are restricted as stated herein.



                                      A-18
<PAGE>


                  (iv) We understand that, on any proposed resale of the
         Security or beneficial interest therein, we will be required to furnish
         to you and the Company such certifications, legal opinions and other
         information as you and the Company may reasonably require to confirm
         that the proposed sale complies with the foregoing restrictions. We
         further understand that the Security purchased by the Company will bear
         a legend to the foregoing effect.

                  (v) We are an institutional "accredited investor" (as defined
         in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
         Act) and have such knowledge and experience in financial and business
         matters as to be capable of evaluating the merits and risks of our
         investment in the Security, and we and any accounts for which we are
         acting are each able to bear the economic risk of our or its
         investment.

                  (vi) We are acquiring the Security or beneficial interest
         therein purchased by the Company for our own account or for one or more
         accounts (each of which is an institutional "accredited investor") as
         to each of which we exercise sole investment discretion.

         You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.



                                            ------------------------------------
                                            [Insert Name of Accredited Investor]


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



                                      A-19
<PAGE>



                    SCHEDULE OF EXCHANGES OF SECURITIES***


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

<Table>
<Caption>
                                                                                  PRINCIPAL AMOUNT OF            SIGNATURE OF
                                                                                    GLOBAL SECURITY          AUTHORIZED SIGNATORY
                           AMOUNT OF DECREASE       AMOUNT OF INCREASE IN            FOLLOWING SUCH              OF TRUSTEE OR
        DATE OF            IN PRINCIPAL AMOUNT       PRINCIPAL AMOUNT OF                DECREASE                  SECURITIES
      TRANSACTION          OF GLOBAL SECURITY          GLOBAL SECURITY               (OR INCREASE)                 CUSTODIAN
      -----------          -------------------      ---------------------         -------------------        --------------------
<S>                        <C>                      <C>                           <C>                        <C>

</Table>




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


                                      A-20