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EXHIBIT 4.A




 





TENNESSEE GAS PIPELINE COMPANY




TO




THE CHASE MANHATTAN BANK




TRUSTEE




 






INDENTURE




DATED AS OF MARCH 4, 1997




 






 











 



 




TENNESSEE GAS PIPELINE COMPANY




CERTAIN SECTIONS OF THIS INDENTURE RELATING TO

SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE

TRUST INDENTURE ACT OF 1939:




	 	 	 
	TRUST INDENTURE	 	 
	ACT SECTION	 	INDENTURE SECTION
	Section 310(a)(1)
	 	609
	(a)(2)
	 	609
	(a)(3)
	 	Not Applicable
	(a)(4)
	 	Not Applicable
	(b)
	 	608
	 
	 	610
	Section 311(a)
	 	613
	(b)
	 	613
	Section 312(a)
	 	701
	 
	 	702
	(b)
	 	702
	(c)
	 	702
	Section 313(a)
	 	703
	(b)
	 	703
	(c)
	 	703
	(d)
	 	703
	Section 314(a)
	 	704
	(a)(4)
	 	101
	 
	 	1004
	(b)
	 	Not Applicable
	(c)(1)
	 	101
	 
	 	102
	(c)(2)
	 	101
	 
	 	102
	(c)(3)
	 	Not Applicable
	(d)
	 	Not Applicable
	(e)
	 	102
	Section 315(a)
	 	601
	(b)
	 	602
	(c)
	 	601
	(d)
	 	601
	(e)
	 	514
	Section 316(a)
	 	101
	(a)(1)(A)
	 	502
	 
	 	512
	(a)(1)(B)
	 	513
	(a)(2)
	 	Not Applicable
	(b)
	 	508
	(c)
	 	104
	Section 317(a)(1)
	 	503
	(a)(2)
	 	504
	(b)
	 	1003
	Section 318(a)
	 	107







			
	NOTE:	 	This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.











 



 




TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	PARTIES	 	 	1	 
	RECITALS OF THE COMPANY	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE ONE
	 	 	 	 
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 101.

	 	Definitions
	 	 	1	 
	 

	 	Act
	 	 	 2	 
	 

	 	Affiliate
	 	 	 2	 
	 

	 	Alternate Program
	 	 	 2	 
	 

	 	Authenticating Agent
	 	 	 2	 
	 

	 	Authorized Newspaper
	 	 	 2	 
	 

	 	Bankruptcy Law
	 	 	 2	 
	 

	 	Board of Directors
	 	 	 3	 
	 

	 	Board Resolution
	 	 	 3	 
	 

	 	Business Day
	 	 	 3	 
	 

	 	Commission
	 	 	 3	 
	 

	 	Company
	 	 	 3	 
	 

	 	Company Request or Company Order
	 	 	 3	 
	 

	 	Consolidated Net Tangible Assets
	 	 	 3	 
	 

	 	Corporate Trust Office
	 	 	 4	 
	 

	 	corporation
	 	 	 4	 
	 

	 	covenant defeasance
	 	 	 4	 
	 

	 	Custodian
	 	 	 4	 
	 

	 	Debt
	 	 	 4	 
	 

	 	Default
	 	 	 4	 
	 

	 	Defaulted Interest
	 	 	 4	 
	 

	 	defeasance
	 	 	 4	 
	 

	 	Definitive Security
	 	 	 4	 
	 

	 	Depositary
	 	 	 4	 
	 

	 	Dollar or $
	 	 	 4	 
	 

	 	Event of Default
	 	 	 5	 
	 

	 	Exchange Act
	 	 	 5	 
	 

	 	Funded Debt
	 	 	 5	 
	 

	 	Global Security
	 	 	 5	 
	 

	 	Holder
	 	 	 5	 
	 

	 	Indenture
	 	 	 5	 
	 

	 	interest
	 	 	 5	 
	 

	 	Interest Payment Date
	 	 	 5	 
	 

	 	Lien
	 	 	 5	 
	 

	 	Margin Stock
	 	 	 6	 
	 

	 	Maturity
	 	 	 6	 












 





 

ii




	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	 

	 	Notice of Default
	 	 	6	 
	 

	 	Officer’s Certificate
	 	 	6	 
	 

	 	Opinion of Counsel
	 	 	6	 
	 

	 	Original Issue Discount Security
	 	 	6	 
	 

	 	Outstanding
	 	 	6	 
	 

	 	Paying Agent
	 	 	7	 
	 

	 	Periodic Offering
	 	 	7	 
	 

	 	Permitted Liens
	 	 	8	 
	 

	 	Person
	 	 	8	 
	 

	 	Place of Payment
	 	 	9	 
	 

	 	Predecessor Security
	 	 	9	 
	 

	 	Principal Property
	 	 	9	 
	 

	 	Redemption Date
	 	 	9	 
	 

	 	Redemption Price
	 	 	9	 
	 

	 	Regular Record Date
	 	 	9	 
	 

	 	Restricted Affiliate
	 	 	9	 
	 

	 	Restricted Subsidiary
	 	 	10	 
	 

	 	Sale-Leaseback Transaction
	 	 	10	 
	 

	 	Securities
	 	 	10	 
	 

	 	Security Register and Security Registrar
	 	 	10	 
	 

	 	Special Record Date
	 	 	10	 
	 

	 	Stated Maturity
	 	 	10	 
	 

	 	Subsidiary
	 	 	10	 
	 

	 	Trust Indenture Act
	 	 	10	 
	 

	 	Trustee
	 	 	11	 
	 

	 	U.S. Government Obligations
	 	 	11	 
	 

	 	Vice President
	 	 	11	 
	SECTION 102.

	 	Compliance Certificates and Opinions
	 	 	11	 
	SECTION 103.

	 	Form of Documents Delivered to Trustee
	 	 	12	 
	SECTION 104.

	 	Acts of Holders; Record Dates
	 	 	12	 
	SECTION 105.

	 	Notices, Etc., to Trustee and Company
	 	 	14	 
	SECTION 106.

	 	Notice to Holders; Waiver
	 	 	14	 
	SECTION 107.

	 	Conflict with Trust Indenture Act
	 	 	15	 
	SECTION 108.

	 	Effect of Headings and Table of Contents
	 	 	15	 
	SECTION 109.

	 	Successors and Assigns
	 	 	15	 
	SECTION 110.

	 	Separability Clause
	 	 	15	 
	SECTION 111.

	 	Benefits of Indenture
	 	 	15	 
	SECTION 112.

	 	Governing Law
	 	 	16	 
	SECTION 113.

	 	Legal Holidays
	 	 	16	 
	SECTION 114.

	 	Language of Notices, Etc.
	 	 	16	 
	SECTION 115.

	 	Incorporators, Stockholders, Officers and Directors
of the Company Exempt from Individual
Liability
	 	 	16	 












 




iii




	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	ARTICLE TWO
	 	 	 	 
	SECURITY FORMS
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 201.

	 	Forms Generally
	 	 	17	 
	SECTION 202.

	 	Form of Face of Security
	 	 	17	 
	SECTION 203.

	 	Form of Reverse of Security
	 	 	21	 
	SECTION 204.

	 	Global Securities
	 	 	27	 
	SECTION 205.

	 	Form of Trustee’s Certificate of Authentication
        
	 	 	28	 
	 
	 	 	 	 	 	 
	ARTICLE THREE
	 	 	 	 
	THE SECURITIES
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 301.

	 	Amount Unlimited; Issuable in Series
	 	 	29	 
	SECTION 302.

	 	Denominations
	 	 	32	 
	SECTION 303.

	 	Execution, Authentication, Delivery and Dating
	 	 	32	 
	SECTION 304.

	 	Temporary Securities
	 	 	34	 
	SECTION 305.

	 	Registration, Registration of Transfer and
Exchange
	 	 	35	 
	SECTION 306.

	 	Mutilated, Destroyed, Lost and Stolen Securities
	 	 	37	 
	SECTION 307.

	 	Payment of Interest; Interest Rights Preserved

	 	 	38

	 
	
SECTION 308.

	 	
Persons Deemed Owners
	 	 	39	 
	SECTION 309.

	 	Cancellation
	 	 	40	 
	SECTION 310.

	 	Computation of Interest
	 	 	40	 
	SECTION 311.

	 	CUSIP Numbers
	 	 	40	 
	 
	 	 	 	 	 	 
	ARTICLE FOUR
	 	 	 	 
	SATISFACTION AND DISCHARGE
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 401.

	 	Satisfaction and Discharge of Indenture
	 	 	41	 
	SECTION 402.

	 	Application of Trust Money
	 	 	42	 
	 
	 	 	 	 	 	 
	ARTICLE FIVE
	 	 	 	 
	REMEDIES
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 501.

	 	Events of Default
	 	 	42	 
	SECTION 502.

	 	Acceleration of Maturity; Rescission and
Annulment
	 	 	43	 
	SECTION 503.

	 	Collection of Indebtedness and Suits for
Enforcement by Trustee
	 	 	45	 
	SECTION 504.

	 	Trustee May File Proofs of Claim
	 	 	46	 
	SECTION 505.

	 	Trustee May Enforce Claims Without Possession of
Securities
	 	 	46	 
	SECTION 506.

	 	Application of Money Collected
	 	 	47	 
	SECTION 507.

	 	Limitation on Suits
	 	 	47	 
	SECTION 508.

	 	Unconditional Right of Holders to Receive
Principal, Premium and Interest
	 	 	48	 












 



 

iv




	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	SECTION 509.

	 	Restoration of Rights and Remedies
	 	 	48	 
	SECTION 510.

	 	Rights and Remedies Cumulative
	 	 	48	 
	SECTION 511.

	 	Delay or Omission Not Waiver
	 	 	49	 
	SECTION 512.

	 	Control by Holders
	 	 	49	 
	SECTION 513.

	 	Waiver of Past Defaults
	 	 	49	 
	SECTION 514.

	 	Undertaking for Costs
	 	 	50	 
	SECTION 515.

	 	Waiver of Usury, Stay or Extension Laws
	 	 	50	 
	 
	 	 	 	 	 	 
	ARTICLE SIX
	 	 	 	 
	THE TRUSTEE
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 601.

	 	Certain Duties and Responsibilities
	 	 	50	 
	SECTION 602.

	 	Notice of Defaults
	 	 	51	 
	SECTION 603.

	 	Certain Rights of Trustee
	 	 	51	 
	SECTION 604.

	 	Not Responsible for Recitals or
Issuance of Securities	 	 	52	 
	SECTION 605.

	 	May Hold Securities
	 	 	52	 
	SECTION 606.

	 	Money Held in Trust
	 	 	53	 
	SECTION 607.

	 	Compensation and Reimbursement
	 	 	53	 
	SECTION 608.

	 	Disqualification; Conflicting Interests
	 	 	54	 
	SECTION 609.

	 	Corporate Trustee Required; Eligibility
	 	 	54	 
	SECTION 610.

	 	Resignation and Removal; Appointment of
Successor
	 	 	54	 
	SECTION 611.

	 	Acceptance of Appointment by Successor
	 	 	56	 
	SECTION 612.

	 	Merger, Conversion, Consolidation or Succession to
Business
	 	 	57	 
	SECTION 613.

	 	Preferential Collection of Claims Against
Company
	 	 	58	 
	SECTION 614.

	 	Appointment of Authenticating Agent
	 	 	58	 
	 
	 	 	 	 	 	 
	ARTICLE SEVEN
	 	 	 	 
	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 701.

	 	Company to Furnish Trustee Names and Addresses of
Holders
	 	 	60	 
	SECTION 702.

	 	Preservation of Information; Communications to
Holders
	 	 	60	 
	SECTION 703.

	 	Reports by Trustee
	 	 	61	 
	SECTION 704.

	 	Reports by Company
	 	 	61	 
	 
	 	 	 	 	 	 
	ARTICLE EIGHT
	 	 	 	 
	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 801.

	 	Company May Consolidate, Etc. , Only on Certain
Terms
	 	 	62	 
	SECTION 802.

	 	Successor Substituted
	 	 	63	 












 



 
v





	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	ARTICLE NINE
	 	 	 	 
	SUPPLEMENTAL INDENTURES
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 901.

	 	Supplemental Indentures Without Consent of
Holders
	 	 	63	 
	SECTION 902.

	 	Supplemental Indentures with Consent of Holders
	 	 	64	 
	SECTION 903.

	 	Execution of Supplemental Indentures
	 	 	65	 
	SECTION 904.

	 	Effect of Supplemental Indentures
	 	 	65	 
	SECTION 905.

	 	Conformity with Trust Indenture Act
	 	 	66	 
	SECTION 906.

	 	Reference in Securities to Supplemental
Indentures
	 	 	  66	 
	 
	 	 	 	 	 	 
	ARTICLE TEN
	 	 	 	 
	COVENANTS
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1001.

	 	Payment of Principal, Premium and Interest
	 	 	66	 
	SECTION 1002.

	 	Maintenance of Office or Agency
	 	 	66	 
	SECTION 1003.

	 	Money for Securities Payments to Be Held in
Trust
	 	 	67	 
	SECTION 1004.

	 	Statement by Officers as to Default
	 	 	68	 
	SECTION 1005.

	 	Existence
	 	 	69	 
	SECTION 1006.

	 	Limitations on Liens
	 	 	69	 
	SECTION 1007.

	 	Restriction of Sale-Leaseback Transaction
	 	 	71	 
	SECTION 1008.

	 	Waiver of Certain Covenants
	 	 	72	 
	 
	 	 	 	 	 	 
	ARTICLE ELEVEN
	 	 	 	 
	REDEMPTION OF SECURITIES
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1101.

	 	Applicability of Article
	 	 	73	 
	SECTION 1102.

	 	Election to Redeem; Notice to Trustee
	 	 	73	 
	SECTION 1103.

	 	Selection by Trustee of Securities to Be
Redeemed
	 	 	73	 
	SECTION 1104.

	 	Notice of Redemption
	 	 	74	 
	SECTION 1105.

	 	Deposit of Redemption Price
	 	 	74	 
	SECTION 1106.

	 	Securities Payable on Redemption Date
	 	 	75	 
	SECTION 1107.

	 	Securities Redeemed in Part
	 	 	75	 
	 
	 	 	 	 	 	 
	ARTICLE TWELVE
	 	 	 	 
	SINKING FUNDS
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1201.

	 	Applicability of Article
	 	 	76	 
	SECTION 1202.

	 	Satisfaction of Sinking Fund Payments with
Securities
	 	 	76	 
	SECTION 1203.

	 	Redemption of Securities for Sinking Fund
	 	 	76	 












 



 

vi




	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	ARTICLE THIRTEEN
	 	 	 	 
	 
	 	 	 	 	 	 
	DEFEASANCE
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1301.

	 	Applicability of Article
	 	 	77	 
	SECTION 1302.

	 	Legal Defeasance
	 	 	77	 
	SECTION 1303.

	 	Covenant Defeasance
	 	 	79	 
	SECTION 1304.

	 	Application by Trustee of Funds Deposited for
Payment of Securities
	 	 	80	 
	SECTION 1305.

	 	Repayment to Company
	 	 	81	 







			
	Note:	 	This Table of Contents shall not, for any purpose, be deemed to be a part
of the Indenture.











 



 




     INDENTURE dated as of March 4, 1997, between TENNESSEE GAS PIPELINE COMPANY, a
corporation duly organized and existing under the laws of Delaware (the
“Company”), having its principal office at 1001 Louisiana, Houston, Texas, and
THE CHASE MANHATTAN BANK, a New York banking corporation, as Trustee (the
“Trustee”).



RECITALS OF THE COMPANY




     The Company has duly authorized the execution and delivery of this Indenture
to provide for the issuance from time to time of its unsecured debentures, notes
or other evidences of indebtedness (the “Securities”), to be issued in one or
more series as in this Indenture provided.



     All things necessary to make this Indenture a valid agreement of the Company,
in accordance with its terms, have been done.



     This Indenture is subject to the provisions of the Trust Indenture Act that
are required to be a part of this Indenture and, to the extent applicable, shall
be governed by such provisions.



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



     For and in consideration of the premises and the purchase of the Securities by
the Holders thereof, it is mutually agreed, for the equal and proportionate
benefit of all Holders of the Securities or of any series thereof, as follows:



ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




     SECTION 101. Definitions.



     For all purposes of this Indenture, except as otherwise expressly provided or
unless the context otherwise requires:




     (1) the terms defined in this Article have the meanings assigned to them in
this Article and include the plural as well as the singular;




     (2) all other terms used herein which are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to
them therein;




     (3) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles,
and, except as otherwise herein expressly provided, the term “generally









 



2




accepted accounting principles” with respect to any computation required or
permitted hereunder shall mean such accounting principles as are generally
accepted in the United States at the date of such computation;




     (4) the words “herein”, “hereof” and “hereunder” and other words of similar
import refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision; and




     (5) the words “Article” and “Section” refer to an Article and Section,
respectively, of this Indenture.



     “Act”, when used with respect to any Holder, has the meaning specified in
Section 104.



     “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 the purposes of this definition,
“control” when used with respect to any specified 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” have meanings correlative to the
foregoing.



     “Alternate Program” means any program providing for the financing, sale or
other disposition of trade or other receivables classified as current assets in
accordance with United States generally accepted accounting principles entered
into by the Company or a Subsidiary (or for purposes of Section 1006 only, any
Restricted Affiliate), provided that such program is on terms customary for
similar transactions.



     “Authenticating Agent” means any Person authorized by the Trustee pursuant to
Section 614 to act on behalf of the Trustee to authenticate Securities of one or
more series.



     “Authorized Newspaper” means a newspaper, in the English language or in an
official language of the country of publication, customarily published on each
Business Day, whether or not published on Saturdays, Sundays or holidays, and of
general circulation in the place in connection with which the term is used or in
the financial community of such place.



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









 



3


     “Board of Directors” means the board of directors of the Company, or the
executive or any other committee of that board duly authorized to act in respect
thereof.



     “Board Resolution” means a copy of a resolution certified by the Secretary or
an Assistant Secretary of the Company, the principal financial officer of the
Company or any other authorized officer of the Company or a person duly
authorized by any of them, to have been duly adopted by the Board of Directors
and to be in full force and effect on the date of such certification, and
delivered to the Trustee.



     “Business Day”, when used with respect to any Place of Payment or other
location, means, except as otherwise provided as contemplated by Section 301
with respect to any series of Securities, each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in that
Place of Payment or other location are authorized or obligated by law, executive
order or regulation to close.



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



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



     “Company Request” or “Company Order” means a written request or order signed
in the name of the Company by its Chairman of the Board, its Chief Executive
Officer, its President, any of its Vice Presidents or any other authorized
officer of the Company or a person duly authorized by any of them, and delivered
to the Trustee.



     “Consolidated Net Tangible Assets” means, at any date of determination, the
total amount of assets after deducting therefrom (i) all current liabilities
(excluding (A) any current liabilities that by their terms are extendable or
renewable at the option of the obligor thereon to a time more than 12 months
after the time as of which the amount thereof is being computed, and (B) current
maturities of long-term debt), and (ii) the value (net of any applicable
reserves) of all goodwill, trade names, trademarks, patents and other









 



4

like intangible assets, all as set forth on the consolidated balance sheet of
the Company and its consolidated subsidiaries for the Company’s most recently
completed fiscal quarter, prepared in accordance with generally accepted
accounting principles.




     “Corporate Trust Office” means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered,
which at the date hereof is 450 West 33rd Street, New York, NY 10001.



     “corporation” includes corporations, associations, partnerships, limited
liability companies, joint-stock companies and business trusts.



     “covenant defeasance” has the meaning specified in Section 1303.



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



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



     “Default” means, with respect to a series of Securities, any event which is,
or after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.



     “Defaulted Interest” has the meaning specified in Section 307.



     “defeasance” has the meaning specified in Section 1302.



     “Definitive Security” means a Security other than a Global Security or a
temporary Security.



     “Depositary” means, with respect to Securities of any series issuable in whole
or in part in the form of one or more Global Securities, a clearing agency
registered under the Exchange Act that is designated to act as Depositary for
such Securities as contemplated by Section 301, until a successor Depositary
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter shall mean or include each Person which is then a Depositary
hereunder, and if at any time there is more than one such Person, shall be a
collective reference to such Persons.



     “Dollar” or “$” means the coin or currency of the United States of America as
at the time of payment is legal tender for the payment of public and private
debts.









 



5


     “Event of Default” has the meaning specified in Section 501.



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



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



     “Global Security” means a Security in global form that evidences all or part
of the Securities of any series and is authenticated and delivered to, and
registered in the name of, the Depositary for such Securities or a nominee
thereof.



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



     “Indenture” means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for
all purposes of this instrument, and any such supplemental indenture, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern
this instrument and any such supplemental indenture, respectively. The term
“Indenture” also shall include the terms of particular series of Securities
established as contemplated by Section 301.



     “interest”, when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, means interest payable
after Maturity.



     “Interest Payment Date”, when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.



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









 



6


     “Margin Stock” means “margin stock” as defined in Regulation U of the Board of
Governors of the Federal Reserve System, as in effect from time to time.



     “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.



     “Notice of Default” means a written notice of the kind specified in Section
501(3).



     “Officer’s Certificate” means a certificate signed by the Chairman of the
Board, the Chief Executive Officer, the President, any Vice President or any
other authorized officer of the Company or a person duly authorized by any of
them, and delivered to the Trustee. The officer signing an Officer’s Certificate
given pursuant to Section 1004 shall be the principal executive, financial or
accounting officer of the Company.



     “Opinion of Counsel” means a written opinion of legal counsel, who may be an
employee of or counsel for the Company and who shall be reasonably acceptable to
the Trustee.



     “Original Issue Discount Security” means any Security which provides for an
amount less than the stated principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.



     “Outstanding”, when used with respect to Securities, means, as of the date of
determination, all Securities theretofore authenticated and delivered under this
Indenture, except:




     (1) Securities theretofore cancelled by the Trustee or delivered to the
Trustee for cancellation;




     (2) Securities for whose payment or redemption money in the necessary amount
has been theretofore deposited with the Trustee or any Paying Agent (other
than the Company) in trust or set aside and segregated in trust by the Company
(if the Company shall act as its own Paying Agent) for the Holders of such
Securities; provided, however, that, if such Securities are to be redeemed,
notice of such redemption has been duly given pursuant to this Indenture or
provision therefor satisfactory to the Trustee has been made;




     (3) Securities which have been paid pursuant to Section 306 or in exchange
for or in lieu of which other Securities have been authenticated









 



7



and delivered pursuant to this Indenture, other than any such Securities in
respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser in
whose hands such Securities are valid obligations of the Company; and




     (4) Securities, except to the extent provided in Sections 1302 and 1303,
with respect to which the Company has effected defeasance or covenant
defeasance as provided in Article Thirteen;


provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (A) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon acceleration of the Maturity
thereof on such date pursuant to Section 502, (B) the principal amount of a
Security denominated in one or more currencies or currency units other than U.S.
dollars shall be the U.S. dollar equivalent of such currencies or currency
units, determined in the manner provided as contemplated by Section 301 on the
date of original issuance of such Security, of the principal amount (or, in the
case of an Original Issue Discount Security, the U.S. dollar equivalent (as so
determined) on the date of original issuance of such Security of the amount
determined as provided in Clause (A) above) of such Security, and (C) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities which the Trustee knows to be so
owned shall be so disregarded. Securities so owned as described in Clause (C)
above which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee’s right
so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any Affiliate of the Company
or of such other obligor.




     “Paying Agent” means any Person authorized by the Company to pay the principal
of or any premium or interest on any Securities on behalf of the Company.



     “Periodic Offering” means an offering of Securities of a series from time to
time, the specific terms of which Securities, including, without limitation, the









 



8

rate or rates of interest or formula for determining the rate or rates of
interest thereon, if any, the Stated Maturity or Stated Maturities thereof, the
original issue date or dates thereof, the redemption provisions, if any, with
respect thereto, and any other terms specified as contemplated by Section 301
with respect thereto, are to be determined by the Company upon the issuance of
such Securities.




“Permitted Liens” means (i) Liens upon rights-of-way for pipeline purposes;
(ii) any governmental Lien, mechanics’, materialmen’s, carriers’ or similar Lien
incurred in the ordinary course of business which is not yet due or which is
being contested in good faith by appropriate proceedings and any undetermined
Lien which is incidental to construction; (iii) the right reserved to, or vested
in, any municipality or public authority by the terms of any right, power,
franchise, grant, license, permit or by any provision of law, to purchase or
recapture or to designate a purchaser of, any property; (iv) Liens of taxes and
assessments which are (A) for the then current year, (B) not at the time
delinquent, or (C) delinquent but the validity of which is being contested at
the time by the Company or any Subsidiary in good faith; (v) Liens of, or to
secure performance of, leases; (vi) any Lien upon, or deposits of, any assets in
favor of any surety company or clerk of court for the purpose of obtaining
indemnity or stay of judicial proceedings; (vii) any Lien upon property or
assets acquired or sold by the Company or any Restricted Subsidiary resulting
from the exercise of any rights arising out of defaults on receivables; (viii)
any Lien incurred in the ordinary course of business in connection with
workmen’s compensation, unemployment insurance, temporary disability, social
security, retiree health or similar laws or regulations or to secure obligations
imposed by statute or governmental regulations; (ix) any Lien upon any property
or assets in accordance with customary banking practice to secure any Debt
incurred by the Company or any Restricted Subsidiary in connection with the
exporting of goods to, or between, or the marketing of goods in, or the
importing of goods from, foreign countries; or (x) any Lien in favor of the
United States of America or any state thereof, or any other country, or any
political subdivision of any of the foregoing, to secure partial, progress,
advance, or other payments pursuant to any contract or statute, or any Lien
securing industrial development, pollution control, or similar revenue bonds.




“Person” means any individual, corporation, partnership, joint venture,
limited liability company, association, joint-stock company, trust, other
entity,










 



9



unincorporated organization or government or any agency or political
subdivision thereof.




     “Place of Payment”, when used with respect to the Securities of any series,
means, unless otherwise specifically provided for with respect to such series as
contemplated by Section 301, the office or agency of the Company in The City of
New York and such other place or places where, subject to the provisions of
Section 1002, the principal of and any premium and interest on the Securities of
that series are payable as specified as contemplated by Section 301.



     “Predecessor Security” of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.



     “Principal Property” means (a) any pipeline assets of the Company or any
Subsidiary, including any related facilities employed in the transportation,
distribution or marketing of natural gas, that is located in the United States
or Canada, and (b) any processing or manufacturing plant owned or leased by the
Company or any Subsidiary and located within the United States or Canada,
except, in the case of either clause (a) or (b), any such assets or plant which,
in the opinion of the Board of Directors, is not material in relation to the
activities of the Company and its Subsidiaries as a whole.



     “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”, when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.



     “Regular Record Date” for the interest payable on any Interest Payment Date on
the Securities of any series means the date specified for that purpose as
contemplated by Section 301.



     “Restricted Affiliate” means any Affiliate of the Company (other than a
Subsidiary) designated by the Company as a “Restricted Affiliate” by written
notice to the Trustee; provided that such Affiliate shall not become a
Restricted Affiliate until such time that (a) such Affiliate executes a guaranty
(in form and substance reasonably satisfactory to the Trustee) in favor of the









 



10

Trustee, for the ratable benefit of the Holders, guaranteeing the prompt and
complete payment by TGP when due (whether at the stated maturity, by
acceleration or otherwise) of the Securities; and (b) the Trustee receives an
Opinion of Counsel reasonably acceptable to the Trustee, which shall be in form
and substance satisfactory to the Trustee; provided further, however, that after
such time as such Affiliate becomes a Restricted Affiliate, the Company may
terminate the designation of such Affiliate as a Restricted Affiliate by written
notice to the Trustee at which time the aforementioned guaranty of such
Affiliate shall also terminate.




     “Restricted Subsidiary” means any Subsidiary of the Company owning or leasing
any Principal Property.



     “Sale-Leaseback Transaction” means the sale or transfer by the Company or any
Restricted Subsidiary of any Principal Property to a Person (other than the
Company or a Subsidiary) and the taking back by the Company or any Restricted
Subsidiary, as the case may be, of a lease of such Principal Property.



     “Securities” has the meaning stated in the first recital of this Indenture and
more particularly means any Securities authenticated and delivered under this
Indenture.



     “Security Register” and “Security Registrar” have the respective meanings
specified in Section 305.



     “Special Record Date” for the payment of any Defaulted Interest means a date
fixed by the Trustee pursuant to Section 307.



     “Stated Maturity”, when used with respect to any Security or any installment
of principal thereof or interest thereon, means the date specified in such
Security as the fixed date on which the principal of such Security or such
installment of principal or interest is due and payable.



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



     “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the
date as of which this instrument was executed, except as otherwise









 



11

provided in Section 905; provided, however, that if the Trust Indenture Act of
1939 is amended after such date, “Trust Indenture Act” means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so amended.




     “Trustee” means the Person named as the “Trustee” in the first paragraph of
this instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Trustee” shall mean or
include each Person who is then a Trustee hereunder, and if at any time there is
more than one such Person, “Trustee” as used with respect to the Securities of
any series shall mean each Trustee with respect to Securities of that series.



     “U.S. Government Obligations” means securities which are (i) direct
obligations of the United States for the payment of which its full faith and
credit is pledged, or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States, each of which are not callable or redeemable at the option of the
issuer thereof.



     “Vice President”, when used with respect to the Company or Trustee, means any
vice president, whether or not designated by a number or a word or words added
before or after the title “vice president”.



     SECTION 102. Compliance Certificates and Opinions.



     Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Trustee such certificates or opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officer’s Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.



     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (except for certificates provided for in
Section 1004) shall include:




     (1) a statement that each individual signing such certificate or opinion has
read such covenant or condition and the definitions herein relating thereto;









 



12



     (2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;




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




     (4) a statement as to whether, in the opinion of each such individual, such
condition or covenant has been complied with.



     SECTION 103. Form of Documents Delivered to Trustee.



     In any case where several matters are required to be certified by, or covered
by an opinion of, any specified Person, it is not necessary that all such
matters be certified by, or covered by the opinion of, only one such Person, or
that they be so certified or covered by only one document, but one such Person
may certify or give an opinion with respect to some matters and one or more
other such Persons as to other matters, and any such Person may certify or give
an opinion as to such matters in one or several documents.



     Any certificate or opinion of an officer of the Company may be based, insofar
as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.



     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.



     SECTION 104. Acts of Holders; Record Dates.



     Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of









 



13

substantially similar tenor signed (either physically or by means of a facsimile
or an electronic transmission, provided that such electronic transmission is
transmitted through the facilities of a Depositary) by such Holders in person or
by agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered (either physically or by means of a facsimile or an electronic
transmission, provided that such electronic transmission is transmitted through
the facilities of a Depositary) to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
“Act” of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 315 of the
Trust Indenture Act) conclusive in favor of the Trustee and the Company, if made
in the manner provided in this Section.




     The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.



     The ownership, principal amount and serial numbers of Securities held by any
Person, and the date of commencement of such Person’s holding the same, shall be
proved by the Security Register.



     Any request, demand, authorization, direction, notice, consent, waiver or
other action of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.



     Without limiting the foregoing, a Holder entitled hereunder to give or take
any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or









 



14

more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any different part of such principal amount.




     The Company may set any day as the record date for the purpose of determining
the Holders of Outstanding Securities of any series entitled to give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given or taken by Holders
of Securities of such series, but the Company shall have no obligation to do so.
With regard to any record date set pursuant to this paragraph, the Holders of
Outstanding Securities of the relevant series on such record date (or their duly
appointed agents), and only such Persons, shall be entitled to give or take the
relevant action, whether or not such Holders remain Holders after such record
date.



     SECTION 105. Notices, Etc., to Trustee and Company.



     Any request, demand, authorization, direction, notice, consent, waiver or Act
of Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with,




     (1) the Trustee by any Holder or by the Company shall be sufficient for
every purpose hereunder if made, given, furnished or filed in writing to or
with the Trustee at its Corporate Trust Office, Attention: Corporate Trustee
Administration Department, or




     (2) the Company by the Trustee or by any Holder shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to the Company addressed to
it at 1001 Louisiana, Houston, Texas 77002, to the attention of the Secretary,
or at any other address previously furnished in writing to the Trustee by the
Company.



     SECTION 106. Notice to Holders; Waiver.



     Where this Indenture provides for notice to Holders of any event, such notice
shall be sufficiently given (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid (if international mail, by air
mail), to each Holder affected by such event, at his address as it appears in
the Security Register, not later than the latest date (if any), and not earlier
than the earliest date (if any), prescribed for the giving of such notice. In
any case where notice to Holders is given by mail, neither the failure to mail
such notice, nor any defect in any notice so mailed, to any particular Holder
shall affect the sufficiency of such notice with respect to other Holders. Any
notice









 



15

mailed to a Holder in the manner herein prescribed shall be conclusively deemed
to have been received by such Holder, whether or not such Holder actually
receives such notice.




     Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.



     In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.



     SECTION 107. Conflict with Trust Indenture Act.



     If any provision hereof limits, qualifies or conflicts with a provision of the
Trust Indenture Act that is required under such Act to be a part of and govern
this Indenture, the latter provision shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that may
be so modified or excluded, the latter provision shall be deemed to apply to
this Indenture as so modified or excluded, as the case may be.



     SECTION 108. Effect of Headings and Table of Contents.



     The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.



     SECTION 109. Successors and Assigns.



     All covenants and agreements in this Indenture by the Company shall bind its
successors and assigns, whether so expressed or not.



     SECTION 110. Separability Clause.



     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 111. Benefits of Indenture.



     Nothing in this Indenture or in the Securities, express or implied, shall give
to any Person, other than the parties hereto and their successors hereunder and









 



16

the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.




     SECTION 112. Governing Law.



     THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.



     SECTION 113. Legal Holidays.



     In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of the Securities of any series which specifically
states that such provision shall apply in lieu of this Section)) payment of
interest or principal (and premium, if any) need not be made at such Place of
Payment on such date, but may be made on the next succeeding Business Day at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date or Redemption Date, or at the Stated Maturity, provided that no
interest shall accrue for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be.



     SECTION 114. Language of Notices, Etc.



     Any request, demand, authorization, direction, notice, consent, waiver or Act
required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country
of publication.



     SECTION 115. Incorporators, Stockholders, Officers and Directors of the
Company Exempt from Individual Liability.



     No recourse under or upon any obligation, covenant or agreement of or
contained in this Indenture or of or contained in any Security, or for any claim
based thereon or otherwise in respect thereof, or in any Security, or because of
the creation of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or any successor Person, either directly or through the
Company or any successor Person, whether by virtue of any constitution, statute
or rule of law, or by the enforcement of any assessment or penalty or otherwise;
it being expressly understood that all such liability is hereby expressly waived
and released as a condition of, and as a part of the consideration for, the
execution of this Indenture and the issue of the Securities.









 



17


ARTICLE TWO




SECURITY FORMS




     SECTION 201. Forms Generally.



     The Securities of each series shall be in substantially the form set forth in
this Article, or in such other form as shall be established by or pursuant to a
Board Resolution or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange
or as may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution of the Securities.



     The definitive Securities shall be printed, lithographed or engraved on steel
engraved borders or may be produced in any other manner, all as determined by
the officers executing such Securities, as evidenced by their execution of such
Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by an authorized officer or other authorized person on
behalf of the Company and delivered to the Trustee at or prior to the delivery
of the Company Order contemplated by Section 303 for the authentication and
delivery of such Securities.



     SECTION 202. Form of Face of Security.



     [Insert any legend required by the United States Internal Revenue Code and the
regulations thereunder.]












 





18




     [If a Global Security, — insert legend required by Section 204 of the
Indenture] [If applicable, insert — UNLESS THIS SECURITY IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]



 









 




19




TENNESSEE GAS PIPELINE COMPANY




[TITLE OF SECURITY]



NO.

                                         U.S.$

[CUSIP NO.

                                        ]




     TENNESSEE GAS PIPELINE COMPANY, a corporation duly incorporated and existing
under the laws of Delaware (herein called the “Company”, which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to [                    ], or registered assigns, the
principal sum of [                    ] United States Dollars on [                    ] [if the
Security is to bear interest prior to Maturity, insert — , and to pay interest
thereon from [                    ], or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on
[                    ] and [                    ] in each year, commencing [                    ], at
the rate of [                    ]% per annum, until the principal hereof is paid or made
available for payment] [if applicable, insert — , and at the rate of [                    ]%
per annum on any overdue principal and premium and on any overdue installment of
interest]. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the [                    ] or [                    ] (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice of
which shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in such Indenture].



     [If the Security is not to bear interest prior to Maturity, insert — The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated



 









 




20



Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of [          ]% per annum, which shall accrue from the date of
such default in payment to the date payment of such principal has been made or
duly provided for. Interest on any overdue principal shall be payable on demand.
Any such interest on any overdue principal that is not so paid on demand shall
bear interest at the rate of [          ]% per annum, which shall accrue from the
date of such demand for payment to the date payment of such interest has been
made or duly provided for, and such interest shall also be payable on demand.]




     [If a Global Security, insert — Payment of the principal of [(and premium, if
any)] and [if applicable, insert — any such] interest on this Security will be
made by transfer of immediately available funds to a bank account in [          
] designated by the Holder in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts [state other currency].]



     [If a Definitive Security insert — Payment of the principal of [(and premium,
if any)] and [if applicable, insert — any such] interest on this Security will
be made at the office or agency of the Company maintained for that purpose in ,
[in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts] [state other
currency] [or subject to any laws or regulations applicable thereto and to the
right of the Company (as provided in the Indenture) to rescind the designation
of any such Paying Agent, at the [main] offices of [                    ] in
[                    ] and in [                    ], or at such other offices or agencies as the
Company may designate, by [United States Dollar] [state other currency] check
drawn on, or transfer to a [United States Dollar] account maintained by the
payee with, a bank in The City of New York
[          ] (so long as the applicable
Paying Agent has received proper transfer instructions in writing at least [          ]
days prior to the payment date)] [if applicable, insert — ; provided, however,
that payment of interest may be made at the option of the Company by [United
States Dollar] [state other currency] check mailed to the addresses of the
Persons entitled thereto as such addresses shall appear in the Security
Register] [or by transfer to a [United States Dollar] [state other currency]
account maintained by the payee with a bank in The City of New York [state other
Place of Payment] (so long as the applicable Paying Agent has received proper
transfer instructions in writing by the Record Date prior to the applicable
Interest Payment Date)].]



 









 




21




     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.



     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.



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



	 	 	 	 	 
	Dated:
	 	 	 	 
	 

	 	TENNESSEE GAS PIPELINE COMPANY
	 	 
	 
	 

	 	BY:	 	 
	 

	 	 
	 	 
	 

	 	            [TITLE]	 	 






     SECTION 203. Form of Reverse of Security.



     This Security is one of a duly authorized issue of securities of the Company
(the “Securities”), issued and to be issued in one or more series under an
Indenture dated as of March 4, 1997 (the “Indenture”), between the Company and
The Chase Manhattan Bank, as Trustee (the “Trustee”, which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, obligations, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. As
provided in the Indenture, the Securities may be issued in one or more series,
which different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may be
subject to different redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to different
covenants and Events of Default and may otherwise vary as in the Indenture
provided or permitted. This Security is one of the series designated on the face
hereof [if applicable, insert — , limited in aggregate principal amount to
U.S.$                     ].



 









 




22




     [If applicable, insert — The Securities of this series are subject to
redemption upon not less than 30 nor more than 60 days’ notice by mail, [if
applicable, insert — (1) on [                    ] in any year commencing with the year
[          ] and ending with the year [          ] through operation of the sinking fund
for this series at a Redemption Price equal to 100% of the principal amount, and
(2)] at any time [if applicable, insert — on or after [                    ],          ], as
a whole or in part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount): If redeemed [if
applicable, insert — on or before [                    ], [          ]%, and if redeemed]
during the 12-month period beginning [                    ] of the years indicated,



	 	 	 	 	 	 	 
	YEAR
	 	REDEMPTION

PRICE
	 	YEAR
	 	REDEMPTION

PRICE
	 
	 	 
	 	 
	 	 




and thereafter at a Redemption Price equal to [          ]% of the principal amount,
together in the case of any such redemption [if applicable, insert — (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]




     [If applicable, insert — The Securities of this series are subject to
redemption upon not less than 30 nor more than 60 days’ notice by mail, (1) on
[                    ] in any year commencing with the year [                    ] and ending with
the year [                    ] through operation of the sinking fund for this series at
the Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below,
and (2) at any time [if applicable, insert — on or after [                    ],          ],
as a whole or in part, at the election of the Company, at the Redemption Prices
for redemption otherwise than through operation of the sinking fund (expressed
as percentages of the principal amount) set forth in the table below: If



 









 





23




redeemed during the 12-month period beginning [                    ] of the years
indicated,





	 	 	 	 	 
	 	 	REDEMPTION PRICE	 	REDEMPTION PRICE FOR
	 	 	FOR REDEMPTION	 	REDEMPTION OTHERWISE THAN
	 	 	THROUGH OPERATION	 	THROUGH OPERATION
	YEAR	 	OF THE SINKING FUND	 	OF THE SINKING FUND PRICE




and thereafter at a Redemption Price equal to [          ]% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]




     [If applicable, insert — The sinking fund for this series provides for the
redemption on [                    ] in each year beginning with the year [                    ]
and ending with the year [                    ] of [if applicable, — not less than
$      (“mandatory sinking fund”) and not more than] $        aggregate
principal amount of Securities of this series. Securities of this series
acquired or redeemed by the Company otherwise than through [if
applicable, — mandatory] sinking fund payments may be credited against
subsequent [if applicable, — mandatory] sinking fund payments otherwise
required to be made [if applicable, — in the inverse order in which they become
due].]



     [If the Security is subject to redemption in part of any kind, insert — In
the event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.]



     [If applicable, insert — The Securities of this series are not redeemable
prior to Stated Maturity.]



 









 




24




     [If the Security is not an Original Issue Discount Security, insert — If an
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]



     [If the Security is an Original Issue Discount Security, insert — If an Event
of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to — insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable,
and (ii) of interest on any overdue principal and overdue interest, all of the
Company’s obligations in respect of the payment of the principal of and
interest, if any, on the Securities of this series shall terminate.]



     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all series to be affected (voting as one class). The
Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Outstanding Securities of all affected series
(voting as one class), on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions of the
Indenture. The Indenture permits, with certain exceptions as therein provided,
the Holders of a majority in principal amount of Securities of all affected
series then Outstanding (voting as a single class) to waive past defaults under
the Indenture with respect to such Securities and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.



     As provided in and subject to the provisions of the Indenture, the Holder of
this Security shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any
other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of



 









 





25



this series, the Holders of not less than 25% in principal amount of the
Securities of all affected series at the time Outstanding (treated as a single
class) shall have made written request to the Trustee to institute proceedings
in respect of such Event of Default as Trustee and offered the Trustee
reasonable indemnity and the Trustee shall not have received from the Holders of
a majority in principal amount of Securities of this series at the time
Outstanding a direction inconsistent with such request, and shall have failed to
institute any such proceeding, for 60 days after receipt of such notice, request
and offer of indemnity. The foregoing shall not apply to any suit instituted by
the Holder of this Security for the enforcement of any payment of principal
hereof or [any premium or] interest hereon on or after the respective due dates
expressed herein.




     No reference herein to the Indenture and no provision of this Security or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and [any premium and]
interest on this Security at the times, place(s) and rate, and in the coin or
currency, herein prescribed.



     [If a Global Security, insert — This Global Security or portion hereof may
not be exchanged for Definitive Securities of this series except in the limited
circumstances provided in the Indenture.



     The holders of beneficial interests in this Global Security will not be
entitled to receive physical delivery of Definitive Securities except as
described in the Indenture and will not be considered the Holders thereof for
any purpose under the Indenture.]



     [If a Definitive Security, insert — As provided in the Indenture and subject
to certain limitations therein set forth, the transfer of this Security is
registerable in the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in [if
applicable, insert — any place where the principal of and any premium and
interest on this Security are payable] [if applicable, insert — The City of New
York[, or, subject to any laws or regulations applicable thereto and to the
right of the Company (limited as provided in the Indenture) to rescind the
designation of any such transfer agent, at the [main] offices of            
in            and            in            or at
such other offices or agencies as the Company may designate]], duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized



 









 




26



in writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.]




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



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


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



     No recourse under or upon any obligation, covenant or agreement of or
contained in the Indenture or of or contained in any Security, or for any claim
based thereon or otherwise in respect thereof, or in any Security, or because of
the creation of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or of any successor Person, either directly or through
the Company or any successor Person, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment, penalty or
otherwise; it being expressly understood that all such liability is hereby
expressly waived and released by the acceptance hereof and as a condition of,
and as part of the consideration for, the Securities and the execution of the
Indenture.



     The Indenture provides that the Company (a) will be discharged from any and
all obligations in respect of the Securities (except for certain obligations
described in the Indenture), or (b) need not comply with certain restrictive
covenants of the Indenture, in each case if the Company deposits, in trust, with
the Trustee money or U.S. Government Obligations (or a combination thereof)
which through the payment of interest thereon and principal thereof in
accordance with their terms will provide money, in an amount sufficient to



 









 




27



pay all the principal of and interest on the Securities, but such money need not
be segregated from other funds except to the extent required by law.




     This Security shall be governed by and construed in accordance with the laws
of the State of New York.



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



     [If a Definitive Security, insert as a separate page —



     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto



(Please Print or Typewrite Name and Address of Assignee)




the within instrument of TENNESSEE GAS PIPELINE COMPANY and does hereby
irrevocably constitute and appoint _____
  Attorney to transfer said instrument on the books
of the within-named Company, with full power of substitution in the premises.




	 	 	 	 	 
	PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE:

Dated:
	 	 	 	 
	 

	 	 

Signature
	 	 





NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.]




     SECTION 204. Global Securities.



     Every Global Security authenticated and delivered hereunder shall bear a
legend in substantially the following form:



     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR
EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE
DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT
IN THE



 









 





28





LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED
AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU
OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT
IN SUCH LIMITED CIRCUMSTANCES.



     If Securities of a series are issuable in whole or in part in the form of one
or more Global Securities, as specified in or as contemplated by Section 301,
then, notwithstanding Clause (9) of Section 301 and the provisions of Section
302, any Global Security shall represent such of the Outstanding Securities of
such series as shall be specified therein and may provide that it shall
represent the aggregate amount of Outstanding Securities from time to time
endorsed thereon and that the aggregate amount of Outstanding Securities
represented thereby may from time to time be reduced or increased, as the case
may be, to reflect exchanges. Any endorsement of a Global Security to reflect
the amount, or any reduction or increase in the amount, of Outstanding
Securities represented thereby shall be made in such manner and upon
instructions given by such Person or Persons as shall be specified therein or in
a Company Order. Subject to the provisions of Sections 303, 304 and 305, the
Trustee shall deliver and redeliver any Global Security in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. Any instructions by the Company with respect to
endorsement or delivery or redelivery of a Global Security shall be in a Company
Order (which need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel).



     The provisions of the last sentence of Section 303 shall apply to any Security
represented by a Global Security if such Security was never issued and sold by
the Company and the Company delivers to the Trustee the Global Security together
with a Company Order (which need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel) with regard to the reduction or increase,
as the case may be, in the principal amount of Securities represented thereby,
together with the written statement contemplated by the last sentence of Section
303.



     SECTION 205. Form of Trustee’s Certificate of Authentication.



     The Trustee’s certificates of authentication shall be in substantially the
following form:



 









 





29




     This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.



	 	 	 	 	 
	 

	THE CHASE MANHATTAN BANK,

           AS TRUSTEE	 	 
	 
	 

	By:	 	 	 
	 
	 	 	 	 
	 

	 	
Authorized Officer
	 	 






ARTICLE THREE




THE SECURITIES




     SECTION 301. Amount Unlimited; Issuable in Series.



     The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.



     The Securities may be issued in one or more series. There shall be established
in or pursuant to a Board Resolution and, subject to Section 303, set forth, or
determined in the manner provided, in an Officer’s Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series,




     (1) the title of the Securities of the series (which shall distinguish the
Securities of the series from Securities of any other series);




     (2) any limit upon the aggregate principal amount of the Securities of the
series which may be authenticated and delivered under this Indenture (except
for Securities authenticated and delivered upon registration of transfer of,
or in exchange for, or in lieu of, other Securities of the series pursuant to
Section 304, 305, 306, 906 or 1107 and except for any Securities which,
pursuant to Section 303, are deemed never to have been authenticated and
delivered hereunder);




     (3) the Person to whom any interest on a Security of the series shall be
payable, if other than the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest;




     (4) the date or dates on which the principal of the Securities of the series
is payable or the method of determination thereof;




     (5) the rate or rates at which the Securities of the series shall bear
interest, if any, or the method of determination thereof, the date or dates



 









 




30



from which such interest shall accrue, or the method of determination thereof,
the Interest Payment Dates on which any such interest shall be payable and the
Regular Record Date for any interest payable on any Interest Payment Date;





     (6) the place or places where, subject to the provisions of Section 1002,
the principal of and any premium and interest on Securities of the series
shall be payable, Securities of the series may be surrendered for registration
of transfer, Securities of the series may be surrendered for exchange and
notices, and demands to or upon the Company in respect of the Securities of
the series and this Indenture may be served;




     (7) the period or periods within which, the price or prices at which and the
terms and conditions upon which Securities of the series may be redeemed, in
whole or in part, at the option of the Company;




     (8) the obligation, if any, of the Company to redeem or purchase Securities
of the series pursuant to any sinking fund or analogous provisions or upon the
happening of a specified event or at the option of a Holder thereof and the
period or periods within which, the price or prices at which and the terms and
conditions upon which Securities of the series shall be redeemed or purchased,
in whole or in part, pursuant to such obligation;




     (9) if other than denominations of $1,000 and any integral multiple thereof,
the denominations in which Securities of the series shall be issuable;




     (10) the currency, currencies or currency units in which payment of the
principal of and any premium and interest on any Securities of the series
shall be payable if other than the currency of the United States of America
and the manner of determining the equivalent thereof in the currency of the
United States of America for purposes of the definition of “Outstanding” in
Section 101;




     (11) if the amount of payments of principal of or any premium or interest on
any Securities of the series may be determined with reference to an index, the
manner in which such amounts shall be determined;




     (12) if the principal of or any premium or interest on any Securities of the
series is to be payable, at the election of the Company or a Holder thereof,
in one or more currencies or currency units other than that or those in which
the Securities are stated to be payable, the currency, currencies or currency
units in which payment of the principal of and any premium and interest on
Securities of such series as to which such election is made shall be payable,
and the periods within which and the terms and conditions upon which such
election is to be made;




     (13) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon



 









 




31



declaration of acceleration of the Maturity thereof pursuant to Section 502 or
the method of determination thereof;





     (14) if and as applicable, that the Securities of the series shall be
issuable in whole or in part in the form of one or more Global Securities and,
in such case, the Depositary or Depositaries for such Global Security or
Global Securities and any circumstances other than those set forth in Section
305 in which any such Global Security may be transferred to, and registered
and exchanged for Securities registered in the name of, a Person other than
the Depositary for such Global Security or a nominee thereof and in which any
such transfer may be registered;




     (15) any deletions from, modifications of or additions to the Events of
Default set forth in Section 501 or the covenants of the Company set forth in
Article Ten pertaining to the Securities of the series;




     (16) if other than as provided in Sections 1302 and 1303, the means of
defeasance or covenant defeasance as may be specified for the Securities of
the series;




     (17) if other than the Trustee, the identity of the Security Registrar and
any Paying Agent; and




     (18) any other terms of the series (which terms shall not be inconsistent
with the provisions of this Indenture, except as permitted by Section 901(4)).



     All Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to the Board
Resolution referred to above and (subject to Section 303) set forth, or
determined in the manner provided, in the Officer’s Certificate referred to
above or in any such indenture supplemental hereto.



     All Securities of any one series need not be issued at the same time and,
unless otherwise provided, a series may be reopened, without the consent of the
Holders, for increases in the aggregate principal amount of such series of
Securities and issuances of additional Securities of such series or for the
establishment of additional terms with respect to the Securities of such series.



     If any of the terms of the series are established by action taken by or
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by an authorized officer or other authorized person on behalf
of the Company and delivered to the Trustee at or prior to the delivery of the
Officer’s Certificate setting forth, or providing the manner for determining,
the terms of the series.



 









 




32




     With respect to Securities of a series subject to a Periodic Offering, such
Board Resolution or Officer’s Certificate may provide general terms for
Securities of such series and provide either that the specific terms of
particular Securities of such series shall be specified in a Company Order or
that such terms shall be determined by the Company, or one or more of the
Company’s agents designated in an Officer’s Certificate, in accordance with a
Company Order.



     SECTION 302. Denominations.



     The Securities of each series shall be issuable only in registered form
without coupons in such denominations as shall be specified as contemplated by
Section 301. In the absence of any such specified denomination with respect to
the Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof.



     SECTION 303. Execution, Authentication, Delivery and Dating.



     The Securities shall be executed on behalf of the Company by its Chairman of
the Board, its Chief Executive Officer, its Chief Financial Officer, its
President or any Vice President and need not be attested. The signature of any
of these officers on the Securities may be manual or facsimile.


     Securities bearing the manual or facsimile signatures of individuals who were
at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.


     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities; provided,
however, that in the case of Securities offered in a Periodic Offering, the
Trustee shall authenticate and deliver such Securities from time to time in
accordance with such other procedures (including, without limitation, the
receipt by the Trustee of oral or electronic instructions from the Company or
its duly authorized agents, thereafter promptly confirmed in writing) acceptable
to the Trustee as may be specified by or pursuant to a Company Order delivered
to the Trustee prior to the time of the first authentication of Securities of
such series. If the form or terms of the



 









 




33



Securities of the series have been established in or pursuant to one or more
Board Resolutions as permitted by Sections 201 and 301, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an Opinion of
Counsel stating,





     (1) if the form or forms of such Securities have been established by or
pursuant to Board Resolution as permitted by Section 201, that such form or
forms have been established in conformity with the provisions of this
Indenture;




     (2) if the terms of such Securities have been, or in the case of Securities
of a series offered in a Periodic Offering, will be, established by or
pursuant to a Board Resolution as permitted by Section 301, that such terms
have been, or in the case of Securities of a series offered in a Periodic
Offering, will be, established in conformity with the provisions of this
Indenture, subject, in the case of Securities of a series offered in a
Periodic Offering, to any conditions specified in such Opinion of Counsel; and




     (3) that such Securities, when authenticated and delivered by the Trustee
and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally
binding obligations of the Company enforceable in accordance with their terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors’ rights and to general equity principles.



     If such form or forms or terms have been so established, the Trustee shall not
be required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee’s own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.



     Notwithstanding the provisions of Section 301 and of the preceding paragraph,
if all Securities of a series are not to be originally issued at one time, it
shall not be necessary to deliver the Officer’s Certificate otherwise required
pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise
required pursuant to such preceding paragraph at or prior to the time of
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.



 









 




34




     With respect to Securities of a series offered in a Periodic Offering, the
Trustee may rely, as to the authorization by the Company of any of such
Securities, the form or forms and terms thereof and the legality, validity,
binding effect and enforceability thereof, upon the Opinion of Counsel and the
other documents delivered pursuant to Sections 201 and 301 and this Section, as
applicable, in connection with the first authentication of Securities of such
series.



     Each Security shall be dated the date of its authentication.



     No Security shall be entitled to any benefit under this Indenture or be valid
or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature of an authorized officer, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 309 for all purposes of this Indenture such Security shall
be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.



     SECTION 304. Temporary Securities.



     Pending the preparation of Definitive Securities of any series, the Company
may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the Definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as evidenced by their
execution of such Securities.



     If temporary Securities of any series are issued, the Company will cause
Definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of Definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for Definitive Securities of
such series upon surrender of the temporary Securities of such series at the
office or agency of the Company maintained pursuant to Section 1002 for the
purpose of exchanges of Securities of such series, without charge to the Holder.
Upon



 









 




35



surrender for cancellation of any one or more temporary Securities of any series
the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor one or more Definitive Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and tenor.
Until so exchanged the temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as Definitive Securities
of such series and tenor.




     SECTION 305. Registration, Registration of Transfer and Exchange.



     The Company shall cause to be kept at an office or agency of the Company in
The City of New York a register (the register maintained in such office or in
any other office or agency of the Company in a Place of Payment being herein
sometimes referred to as the “Security Register”) in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Company will,
prior to the issuance of any Securities hereunder, appoint the Trustee as the
initial “Security Registrar” for the purpose of registering Securities and
transfers of Securities as herein provided and its corporate trust office which,
at the date hereof, is located at 450 West 33rd Street, New York, New York 10001
as the initial office or agency in The City of New York where the Security
Register will be maintained. The Company may at any time replace such Security
Registrar, change such office or agency or act as its own Security Registrar.
The Company will give prompt written notice to the Trustee of any change of the
Security Registrar or of the location of such office or agency.



     Upon surrender for registration of transfer of any Security of any series at
the office or agency of the Company maintained pursuant to Section 1002 for such
purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of the same series, of any authorized denominations and of a like
aggregate principal amount and tenor.



     At the option of the Holder, Securities of any series (except a Global
Security) may be exchanged for other Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and tenor,
upon surrender of the Securities to be exchanged at such office or agency.
Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.



 









 




36




     All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.



     Every Security presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed, by the Holder thereof or
his attorney duly authorized in writing.



     No service charge shall be made for any registration of transfer or exchange
of Securities, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 304, 906 or 1107 not involving any transfer.



     The Company shall not be required (1) to issue, register the transfer of or
exchange Securities of any series during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Section 1103 and ending
at the close of business on the day of such mailing, or (2) to register the
transfer of or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.



     Notwithstanding any other provision in this Indenture and except as otherwise
specified as contemplated by Section 301, no Global Security may be transferred
to, or registered or exchanged for Securities registered in the name of, any
Person other than the Depositary for such Global Security or any nominee
thereof, and no such transfer may be registered, except as provided in this
paragraph. Every Security authenticated and delivered upon registration or
transfer of, or in exchange for or in lieu of, a Global Security shall be a
Global Security, except as provided in this paragraph. If (1) (A) the Depositary
for a Global Security notifies the Company that it is unwilling or unable to
continue as Depositary for such Global Security or ceases to be a clearing
agency registered under the Exchange Act, and (B) a successor Depositary is not
appointed by the Company within 90 days, or (2) the Company determines in its
sole discretion that Securities of a series issued in global form shall no
longer be represented by a Global Security, then such Global Security may be
exchanged by such Depositary for Definitive Securities of the same series, of
any authorized denomination and of a like aggregate principal amount and



 









 




37



tenor, registered in the names of, and the transfer of such Global Security or
portion thereof may be registered to, such Persons as such Depositary shall
direct.




     SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.



     If any mutilated Security is surrendered to the Trustee, together with, in
proper cases, such security or indemnity as may be required by the Company or
the Trustee to save each of them and any agent of either of them harmless, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.



     If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.



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



     Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.



     Every new Security of any series issued pursuant to this Section in exchange
for any mutilated Security or in lieu of any destroyed, lost or stolen Security
shall constitute an original additional contractual obligation of the Company,
whether or not the mutilated, destroyed, lost or stolen Security shall be at any
time enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that
series duly issued hereunder.



 









 




38




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



     SECTION 307. Payment of Interest; Interest Rights Preserved.



     Except as otherwise provided as contemplated by Section 301 with respect to
any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.



     Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called “Defaulted Interest”) shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:



     (1) The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed
in the following manner. The Company shall notify the Trustee in writing of
the amount of Defaulted Interest proposed to be paid on each Security of such
series and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this clause
provided. Thereupon the Trustee shall fix a Special Record Date for the
payment of such Defaulted Interest which shall be not more than 15 days and
not less than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first-class postage prepaid, to each Holder of
Securities of such series at his address as it appears in the Security
Register, not less than 10 days prior to such Special Record Date. Notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor having been so



 









 




39



mailed, such Defaulted Interest shall be paid to the Persons in whose names
the Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (2).




     (2) The Company may make payment of any Defaulted Interest on the Securities
of any series in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Securities may be
listed, and upon such notice as may be required by such exchange, if, after
notice given by the Company to the Trustee of the proposed payment pursuant to
this Clause, such manner of payment shall be deemed practicable by the
Trustee.



     Subject to the foregoing provisions of this Section and Section 305, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.



     SECTION 308. Persons Deemed Owners.



     Except as otherwise provided as contemplated by Section 301 with respect to
any series of Securities, prior to due presentment of a Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name such Security is registered as
the owner of such Security for the purpose of receiving payment of principal of
and any premium and (subject to Sections 305 and 307) any interest on such
Security and for all other purposes whatsoever, whether or not such Security be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.



     No holder of any beneficial interest in any Global Security held on its behalf
by a Depositary shall have any rights under this Indenture with respect to such
Global Security, and such Depositary may be treated by the Company, the Trustee,
and any agent of the Company or the Trustee as the owner of such Global Security
for all purposes whatsoever. None of the Company, the Trustee nor any agent of
the Company or the Trustee will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests of a Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.



 









 




40




     SECTION 309. Cancellation.



     All Securities surrendered for payment, redemption, registration of transfer
or exchange or for credit against any sinking fund payment shall, if surrendered
to any Person other than the Trustee, be delivered to the Trustee and shall be
promptly cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to
the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
cancelled by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section, except as
expressly permitted by this Indenture. All cancelled Securities held by the
Trustee shall be disposed of in accordance with its customary procedures, and
the Trustee shall thereafter deliver to the Company a certificate with respect
to such disposition.



     SECTION 310. Computation of Interest.



     Except as otherwise specified in or as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.



     SECTION 311. CUSIP Numbers.



     The Company in issuing the Securities may use “CUSIP” numbers (in addition to
the other identification numbers printed on the Securities), and, if so, the
Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to
Holders; provided, however, that any such notice may state that no
representation is made as to the correctness of such “CUSIP” 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 “CUSIP” numbers.



 









 




41




ARTICLE FOUR




SATISFACTION AND DISCHARGE




     SECTION 401. Satisfaction and Discharge of Indenture.



     This Indenture shall upon Company Request cease to be of further effect with
respect to Securities of any series (except as to any surviving rights of
registration of transfer or exchange of such Securities herein expressly
provided for), and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
with respect to such Securities, when




     (1) either




     (A) all such Securities theretofore authenticated and delivered (other
than (i) such Securities which have been destroyed, lost or stolen and
which have been replaced or paid as provided in Section 306, and (ii) such
Securities for whose payment money or U.S. Government Obligations has
theretofore been deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from such trust,
as provided in Section 1003) have been delivered to the Trustee for
cancellation; or




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




     (i) have become due and payable, or




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




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


and the Company in the case of (i), (ii) or (iii) above, has deposited or
caused to be deposited with the Trustee as trust funds in trust for the
purpose an amount of money in the currency or currency units in which such
Securities are payable or, if such Securities are payable in United States
Dollars, U.S. Government Obligations sufficient to pay and discharge the
entire indebtedness on such Securities not theretofore delivered to the
Trustee for cancellation, for principal and any premium and interest to the
date of such deposit (in the case of Securities which have become due and
payable) or to the Stated Maturity or Redemption Date, as the case may be;





     (2) the Company has paid or caused to be paid all other sums payable
hereunder by the Company with respect to such Securities; and



 









 




42





     (3) the Company has delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that all conditions precedent herein provided
for relating to the satisfaction and discharge of this Indenture with respect
to such Securities have been complied with.



     Notwithstanding the satisfaction and discharge of this Indenture with respect
to Securities of any series, (x) the obligations of the Company to the Trustee
under Section 607, the obligations of the Trustee to any Authenticating Agent
under Section 614 and the right of the Trustee to resign under Section 610 shall
survive, and (y) if money or U.S. Government Obligations shall have been
deposited with the Trustee pursuant to subclause (B) of clause (1) of this
Section, the obligations of the Company and/or the Trustee under Sections 402,
606, 701 and 1002 and the last paragraph of Section 1003 shall survive.



     SECTION 402. Application of Trust Money.



     Subject to the provisions of the last paragraph of Section 1003, all money and
U.S. Government Obligations deposited with the Trustee pursuant to Section 401
shall be held in trust and applied by it, in accordance with the provisions of
the Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal and any
premium and interest for whose payment such money or U.S. Government Obligations
has been deposited with the Trustee.



ARTICLE FIVE




REMEDIES




     SECTION 501. Events of Default.



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




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




 










 











43



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




     (3) default in the performance, or breach, of any term, covenant or warranty
of the Company in this Indenture (other than a term, covenant or warranty a
default in whose performance or whose breach is elsewhere in this Section
specifically dealt with or which has expressly been included in this Indenture
solely for the benefit of series of Securities other than that series), and
continuance of such default or breach for a period of 60 days after there has
been given, by registered or certified mail, to the Company by the Trustee or
to the Company and the Trustee by the Holders of at least 25% in principal
amount of the Outstanding Securities of all series outstanding (or, if any
such term, covenant or warranty is not applicable to all series of Securities,
by the Holders of at least 25% in principal amount of the Outstanding
Securities of all series to which it is applicable) (in each case treated as a
single class) a written notice specifying such default or breach and requiring
it to be remedied and stating that such notice is a “Notice of Default”
hereunder; or




     (4) the Company pursuant to or within the meaning of any Bankruptcy Law (A)
commences a voluntary case, (B) consents to the entry of any order for relief
against it in an involuntary case, (C) consents to the appointment of a
Custodian of it or for all or substantially all of its property, or (D) makes
a general assignment for the benefit of its creditors; or




     (5) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that (A) is for relief against the Company in an involuntary
case, (B) appoints a Custodian of the Company or for all or substantially all
of its property, or (C) orders the liquidation of the Company; and the order
or decree remains unstayed and in effect for 90 days; or




     (6) any other Event of Default provided as contemplated by Section 301 with
respect to Securities of that series.




     SECTION 502. Acceleration of Maturity; Rescission and Annulment.



     If an Event of Default of the type described in clauses (1), (2), (3) or (6)
of Section 501 occurs and is continuing, then, and in each and every such case,
except for any series of Securities the principal of which shall have already
become due and payable, either the Trustee or the Holders of not less than 25%
in aggregate principal amount of the Securities of all affected series then
Outstanding hereunder (voting as a single class) by notice in writing to the
Company (and to the Trustee if given by Holders), may declare the entire
principal (or, if the Securities of any such affected series are Original Issue
Discount Securities, such portion of the principal amount as may be specified









 



44

in the terms of such series) of all Securities of all such affected series, and
the interest accrued thereon, if any, to be due and payable immediately, and
upon any such declaration the same shall become immediately due and payable.




     If an Event of Default of the type described in clause (4) or (5) of Section
501 occurs and is continuing, then and in each and every such case, except for
any series of Securities the principal of which shall have already become due
and payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of all the Securities then Outstanding hereunder (voting as a
single class), by notice in writing to the Company (and to the Trustee if given
by Holders), may declare the entire principal (or, if Securities of any series
are Original Issue Discount Securities, such portion of the principal amount as
may be specified in the terms of such series) of all the Securities then
Outstanding, and interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable.



     At any time after such a declaration of acceleration with respect to
Securities of all affected series has been made and before a judgment or decree
for payment of the money due has been obtained by the Trustee as hereinafter in
this Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of all such affected series (voting as a single class) by
written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if




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




     (A) all overdue interest on all such affected Securities,




     (B) the principal of (and premium, if any, on) any such affected
Securities which have become due otherwise than by such declaration of
acceleration and any interest thereon at the rate or rates prescribed
therefor in such Securities,




     (C) to the extent that payment of such interest is lawful, interest upon
overdue interest at the rate or rates prescribed therefor in such
Securities, and




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









 



45



and




     (2) all Events of Default with respect to such affected Securities, other
than the non-payment of the principal of Securities of that series which have
become due solely by such declaration of acceleration, have been cured or
waived as provided in Section 513.


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




     SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee.




     The Company covenants that if




     (1) default is made in the payment of any interest on any Security when such
interest becomes due and payable and such default continues for a period of 30
days, or




     (2) default is made in the payment of the principal of (or premium, if any,
on) any Security at the Maturity thereof,


the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, 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.




     If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Securities, wherever
situated.



     If an Event of Default with respect to Securities of any series occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Securities of such series by such









 



46

appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.




     SECTION 504. Trustee May File Proofs of Claim.



     In case of any judicial proceeding relative to the Company or any other
obligor upon the Securities, their property or their creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official 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 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 607.



     No provision of this Indenture 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; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors’ or
other similar committee.



     SECTION 505. Trustee May Enforce Claims Without Possession of Securities.



     All rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the









 



47

Holders of the Securities in respect of which such judgment has been recovered.




     SECTION 506. Application of Money Collected.



     Any money collected by the Trustee pursuant to this Article shall be applied
in the following order, at the date or dates fixed by the Trustee and, in case
of the distribution of such money on account of principal or any premium or
interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:




     FIRST: To the payment of all amounts due the Trustee under Section 607;




     SECOND: To the payment of the amounts then due and unpaid for principal of
and any premium and interest on the Securities in respect of which or for the
benefit of which such money has been collected, ratably, without preference or
priority of any kind, according to the amounts due and payable on such
Securities for principal and any premium and interest, respectively; and




     THIRD: The balance, if any, to the Company.



     SECTION 507. Limitation on Suits.



     No Holder of any Security of any series shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless




     (1) such Holder has previously given written notice to the Trustee of a
continuing Event of Default with respect to the Securities of that series;




     (2) the Holders of not less than 25% in principal amount of the Outstanding
Securities of all affected series (treated as a single class) shall have made
written request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as Trustee hereunder;




     (3) such Holder or Holders have offered to the Trustee reasonable indemnity
against the costs, expenses and liabilities to be incurred in compliance with
such request;




     (4) the Trustee for 60 days after its receipt of such notice, request and
offer of indemnity has failed to institute any such proceeding; and




     (5) no direction inconsistent with such written request has been given to
the Trustee during such 60-day period by the Holders of a majority in
principal amount of the Outstanding Securities of that series;









 



48

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.




     SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and
Interest.



     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and any premium and (subject to Sections 305 and
307) interest on such Security on the respective Stated Maturities expressed in
such Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.



     SECTION 509. Restoration of Rights and Remedies.



     If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, subject to any determination in
such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder, and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.



     SECTION 510. Rights and Remedies Cumulative.



     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
306, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.









 



49



     SECTION 511. Delay or Omission Not Waiver.



     No delay or omission of the Trustee or of any Holder of any Securities to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.



     SECTION 512. Control by Holders.



     The Holders of a majority in aggregate principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series; provided, however, that




     (1) such direction shall not be in conflict with any rule of law or with
this Indenture;




     (2) the Trustee may take any other action deemed proper by the Trustee which
is not inconsistent with such direction; and




     (3) subject to the provisions of Section 601, the Trustee shall have the
right to decline to follow any such direction if the Trustee in good faith
shall determine that the proceeding so directed would involve the Trustee in
personal liability.



     SECTION 513. Waiver of Past Defaults.



     The Holders of a majority in aggregate principal amount of the Outstanding
Securities of all series with respect to which an Event of Default shall have
occurred and be continuing (voting as a single class) may on behalf of the
Holders of all such Securities waive any past default hereunder with respect to
such Securities and its consequences, except




     (1) a continuing default in the payment of the principal of or any premium
or interest on any such Security, or




     (2) a default in respect of a covenant or provision hereof which under
Article Nine cannot be modified or amended without the consent of the Holder
of each Outstanding Security of such series 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










 



50








purpose of this Indenture, but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.




     SECTION 514. 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, suffered or omitted by
it as Trustee, a court may require any party litigant in such suit to file an
undertaking to pay the costs of such suit, and may assess costs against any such
party litigant, in the manner and to the extent provided in the Trust Indenture
Act; provided, however, that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company.



     SECTION 515. Waiver of Usury, Stay or Extension Laws.



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



ARTICLE SIX



THE TRUSTEE




     SECTION 601. Certain Duties and Responsibilities.



     The duties and responsibilities of the Trustee shall be as provided by the
Trust Indenture Act. No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it. Whether or not therein expressly so provided,
every provision of this Indenture relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject to the
provisions of this Section.









 



51


     SECTION 602. Notice of Defaults.



     If a Default occurs and is continuing with respect to the Securities of any
series, the Trustee shall, within 90 days after it occurs, transmit, in the
manner and to the extent provided in Section 313(c) of the Trust Indenture Act,
notice of all uncured or unwaived Defaults known to it; provided, however, that,
except in the case of a Default in payment on the Securities of any series, the
Trustee may withhold the notice if and so long as the board of directors, the
executive committee or a trust committee of its directors and/or its duly
authorized officers in good faith determines that withholding such notice is in
the interests of Holders of Securities of such series; provided further,
however, that, in the case of any default or breach of the character specified
in Section 501(3) with respect to the Securities of such series, no such notice
to Holders shall be given until at least 60 days after the occurrence thereof.



     SECTION 603. Certain Rights of Trustee.



     Subject to the provisions of Section 601:




     (1) the Trustee may rely on and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note,
other evidence of indebtedness or other paper or document reasonably believed
by it to be genuine and to have been signed or presented by the proper party
or parties;




     (2) any request, direction, order or demand of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or Company Order (other
than delivery of any Security to the Trustee for authentication and delivery
pursuant to Section 303, which shall be sufficiently evidenced as provided
therein) and any resolution of the Board of Directors shall be sufficiently
evidenced by a Board Resolution;




     (3) whenever in the administration of this Indenture the Trustee shall deem
it desirable that a matter be proved or established prior to taking, suffering
or omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part, rely
upon an Officer’s Certificate;




     (4) the Trustee may consult with counsel and the written 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;




     (5) 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









 



52



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




     (6) the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document but the
Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit;




     (7) the Trustee may execute any of the trusts or powers hereunder or perform
any duties hereunder either directly or by or through agents or attorneys and
the Trustee shall not be responsible for any misconduct or negligence on the
part of any agent or attorney appointed with due care by it hereunder; and




     (8) the Trustee may request that the Company deliver an Officer’s
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 Officer’s Certificate may be signed by any person authorized to sign an
Officer’s Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.



     SECTION 604. Not Responsible for Recitals or Issuance of Securities.



     The recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee or any Authenticating Agent assumes no responsibility for their
correctness Neither the Trustee nor any Authenticating Agent makes any
representations as to the validity or sufficiency of this Indenture or of the
Securities. The Trustee or any Authenticating Agent shall not be accountable for
the use or application by the Company of Securities or the proceeds thereof.



     SECTION 605. May Hold Securities.



     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
608 and 613, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.









 



53


     SECTION 606. Money Held in Trust.



     Money held by the Trustee in trust hereunder need not be segregated from other
funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed with the Company.



     SECTION 607. Compensation and Reimbursement.



     The Company agrees




     (1) to pay to the Trustee from time to time reasonable compensation for all
services rendered by it hereunder (which compensation shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust);




     (2) except as otherwise expressly provided herein, to reimburse the Trustee
upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad faith;
and




     (3) to indemnify the Trustee for, and to hold it harmless against, any loss,
liability or expense incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses of defending
itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except those
attributable to its negligence or bad faith.



     The obligations of the Company under this Section to compensate the Trustee
and to pay or reimburse the Trustee for expenses, disbursements and advances
shall constitute additional indebtedness hereunder. Such additional indebtedness
shall be secured by a lien prior to that of the Securities upon all property and
funds held or collected by the Trustee as such, except funds held in trust for
the benefit of the Holders of particular Securities.



     Without limiting any rights available to the Trustee under applicable law,
when the Trustee incurs expenses or renders services in connection with an Event
of Default specified in Section 501(4) or Section 501(5), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for such services are intended to constitute expenses of
administration under any applicable Bankruptcy Law.









 



54


     The provisions of this Section shall survive the satisfaction and discharge of
this Indenture and the defeasance of the Securities.



     SECTION 608. Disqualification; Conflicting Interests.



     If the Trustee has or shall acquire a conflicting interest within the meaning
of the Trust Indenture Act, the Trustee shall either eliminate such interest or
resign, to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act and this Indenture.



     SECTION 609. Corporate Trustee Required; Eligibility.



     There shall at all times be one or more Trustees hereunder with respect to the
Securities of each series, at least one of which shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus required by the Trust Indenture Act. If such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of a supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such Person shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.



     SECTION 610. Resignation and Removal; Appointment of Successor.



     No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 611.



     The Trustee may resign at any time with respect to the Securities of one or
more series by giving written notice thereof to the Company. If the instrument
of acceptance by a successor Trustee required by Section 611 shall not have been
delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.



     The Trustee may be removed at any time with respect to the Securities of any
series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of all series for which such Trustee is acting as
Trustee, delivered to the Trustee and to the Company.









 



55



If at any time:




     (1) the Trustee shall fail to comply with Section 608 after written request
therefor by the Company or by any Holder who has been a bona fide Holder of a
Security for at least six months, or




     (2) the Trustee shall cease to be eligible under Section 609 and shall fail
to resign after written request therefor by the Company or by any such Holder,
or




     (3) the Trustee shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or a receiver of the Trustee or of its property shall be
appointed or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation,


then, in any such case, (A) the Company may remove the Trustee with respect to
all Securities, or (B) subject to Section 514, any Holder who has been a bona
fide Holder of a Security for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee with respect to all Securities and the appointment of
a successor Trustee or Trustees.




     If the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company shall promptly appoint a successor
Trustee or Trustees with respect to the Securities of that or those series (it
being understood that any such successor Trustee may be appointed with respect
to the Securities of one or more or all of such series and that at any time
there shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 611. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 611, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by









 



56


Section 611, any Holder who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.




     The Company shall give notice of each resignation and each removal of the
Trustee with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series to all Holders of
Securities of such series in the manner provided in Section 106. Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.



     SECTION 611. Acceptance of Appointment by Successor.



     (a) In case of the appointment hereunder of a successor Trustee with respect
to all Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on the request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder.



     (b) In case of the appointment hereunder of a successor Trustee with respect
to the Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or









 



57

change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees as co-trustees of the same trust and
that each such Trustee shall be trustee of a trust or trusts hereunder separate
and apart from any trust or trusts hereunder administered by any other such
Trustee; and upon the execution and delivery of such supplemental indenture the
resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates.




     (c) Upon request of any such successor Trustee, the Company shall execute any
and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all such rights, powers and trusts referred to in
paragraph (a) or (b) of this Section, as the case may be.



     (d) No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.



     SECTION 612. Merger, Conversion, Consolidation or Succession to Business



     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. 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 with the same effect
as if such successor Trustee had itself authenticated such Securities.









 



58


     SECTION 613. Preferential Collection of Claims Against Company.



     If and when the Trustee shall be or become a creditor of the Company (or any
other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).



     SECTION 614. Appointment of Authenticating Agent.



     The Trustee (upon notice to the Company) may appoint an Authenticating Agent
or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon original issue (in accordance with procedures acceptable to
the Trustee) and upon exchange, registration of transfer or partial redemption
thereof or pursuant to Section 306, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee’s certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.



     Any corporation into which an Authenticating Agent may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which such Authenticating Agent shall be
a party, or any corporation succeeding to all or substantially all









 



59

of the corporate agency or corporate trust business of such Authenticating
Agent, shall continue to be an Authenticating Agent, provided such corporation
shall be otherwise eligible under this Section, without the execution or filing
of any paper or any further act on the part of the Trustee or such
Authenticating Agent.




     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.



     Except with respect to an Authenticating Agent appointed at the request of the
Company, the Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed by the Company for such payments,
subject to the provisions of Section 607.



     If an appointment with respect to one or more series is made pursuant to this
Section, the Securities of such series may have endorsed thereon, in addition to
the Trustee’s certificate of authentication, an alternative certificate of
authentication in the following form:









 



60


     This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.



	 	 	 	 	 
	 	THE CHASE MANHATTAN BANK,

     AS TRUSTEE

 	 
	 	By:  	 	 
	 	 	As Authenticating Agent 	 



	 	 	 	 	 
	 	By:  	
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



ARTICLE SEVEN



HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY





     SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.



     The Company will furnish or cause to be furnished to the Trustee




     (1) semi-annually, not later than May 15 and November 15 in each year, a
list for each series of Securities, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of Securities of such
series as of the preceding April 30 or October 31, as the case may be, and




     (2) at such other times as the Trustee may request in writing, within 30
days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such
list is furnished;


provided, however, that if and so long as the Trustee shall be the Security
Registrar for Securities of a series, no such list need be furnished with
respect to such series of Securities.




     SECTION 702. Preservation of Information; Communications to Holders.



     The Trustee shall comply with the obligations imposed upon it pursuant to
Section 312 of the Trust Indenture Act.









 



61



     The rights of the Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust
Indenture Act.



     Every Holder of Securities, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any agent
of either of them shall be held accountable by reason of any disclosure of
information as to the names and addresses of Holders made pursuant to the Trust
Indenture Act.



     SECTION 703. Reports by Trustee.



     The Trustee shall transmit to Holders such reports concerning the Trustee and
its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto.



     Reports so required to be transmitted at stated intervals of not more than 12
months shall be transmitted no later than July 15 in each calendar year with
respect to the 12-month period ending on the previous May 15, commencing May 15,
1997.



     A copy of each such report shall, at the time of such transmission to Holders,
be filed by the Trustee with each stock exchange upon which any Securities are
listed, with the Commission and with the Company. The Company will notify the
Trustee when any Securities are listed on any stock exchange.



     SECTION 704. Reports by Company.




     The Company shall:




     (1) file with the Trustee, within 15 days after the Company is required to
file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the
Company is not required to file information, documents or reports pursuant to
either of said Sections, then it shall file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Exchange Act in respect of a security listed and registered









 



62



on a national securities exchange as may be prescribed from time to time in
such rules and regulations;




     (2) file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such additional
information, documents and reports with respect to compliance by the Company
with the conditions and covenants of this Indenture as may be required from
time to time by such rules and regulations; and




     (3) transmit by mail to all Holders, as their names and addresses appear in
the Security Register, within 30 days after the filing thereof with the
Trustee, such summaries of any information, documents and reports required to
be filed by the Company pursuant to paragraphs (1) and (2) of this Section as
may be required by rules and regulations prescribed from time to time by the
Commission.



ARTICLE EIGHT



CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE




     SECTION 801. Company May Consolidate, Etc., Only on Certain Terms.



     The Company shall not consolidate with or merge into any other Person or sell,
lease or transfer its properties and assets as, or substantially as, an entirety
to, any Person, unless:




     (1) (A) in the case of a merger, the Company is the surviving entity, or (B)
the Person formed by such consolidation or into which the Company is merged or
the Person which acquires by sale or transfer, or which leases, the properties
and assets of the Company as, or substantially as, an entirety shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form reasonably satisfactory to the Trustee, the due and punctual
payment of the principal of and any premium and interest on all the Securities
and the performance or observance of every covenant and condition of this
Indenture on the part of the Company to be performed or observed;




     (2) immediately after giving effect to such transaction, no Default or Event
of Default exists; and




     (3) where the Company is not the surviving entity, the Company has delivered
to the Trustee an Officer’s Certificate and an Opinion of Counsel, each
stating that such consolidation, merger, sale, transfer or lease and the
supplemental indenture required in connection with such transaction comply
with this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with.









 



63


     SECTION 802. Successor Substituted.



     Upon any consolidation of the Company with, or merger of the Company into, any
other Person or any sale, transfer or lease of the properties and assets of the
Company as, or substantially as, an entirety in accordance with Section 801, the
successor Person formed by such consolidation or into which the Company is
merged or to which such sale, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
originally as the Company herein, and thereafter, except in the case of a lease,
the predecessor Person shall be relieved of all obligations and covenants under
this Indenture and the Securities.



ARTICLE NINE



SUPPLEMENTAL INDENTURES




     SECTION 901. Supplemental Indentures Without Consent of Holders.



     Without the consent of any Holders, the Company and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:




     (1) to secure the Securities pursuant to the requirements of Section 1006 or
otherwise; or




     (2) to evidence the succession of another Person to the Company and the
assumption by any such successor of the covenants of the Company herein and in
the Securities; or




     (3) to add to the covenants of the Company or the Events of Default for the
benefit of the Holders of all or any series of Securities (and if such
covenants or Events of Default are to be for the benefit of less than all
series of Securities, stating that such covenants or Events of Default, as the
case may be, are expressly being included solely for the benefit of such
series) or to surrender any right or power herein conferred upon the Company;
or




     (4) to add to, change or eliminate any of the provisions of this Indenture
in respect of one or more series of Securities; provided, however, that any
such addition, change or elimination shall become effective only when there is
no Security Outstanding of any series created prior to the execution of such
supplemental indenture which is entitled to the benefit of such provision; or




     (5) to establish the form or terms of Securities of any series as permitted
by Sections 201 and 301; or









 



64



     (6) to cure any ambiguity, to correct or supplement any provision herein
which may be inconsistent with any other provision herein, to comply with any
applicable mandatory provisions of law or to make any other provisions with
respect to matters or questions arising under this Indenture, provided that
such action pursuant to this clause (6) shall not adversely affect the
interests of the Holders of Securities of any series in any material respect;
or




     (7) to evidence and provide for the acceptance of appointment hereunder by a
successor Trustee with respect to the Securities of one or more series and to
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by
more than one Trustee, pursuant to the requirements of Section 611; or




     (8) to modify, eliminate or add to the provisions of this Indenture to such
extent as shall be necessary to effect the qualification of this Indenture
under the Trust Indenture Act or under any similar federal statute
subsequently enacted, and to add to this Indenture such other provisions as
may be expressly required under the Trust Indenture Act.



     SECTION 902. Supplemental Indentures with Consent of Holders.



     With the consent of the Holders of a majority in aggregate principal amount of
the Outstanding Securities of all series affected by such supplemental indenture
(voting as one class), by Act of said Holders delivered to the Company and the
Trustee, the Company and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such series
under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security affected
thereby,




     (1) change the Stated Maturity of the principal of, or any installment of
principal of or interest, if any, on, any Security, or reduce the principal
amount thereof or premium, if any, on or the rate of interest thereon, or




     (2) reduce the percentage in principal amount of the Outstanding Securities
of any series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture, or









 



65



     (3) change any obligation of the Company, with respect to Outstanding
Securities of a series, to maintain an office or agency in the places and for
the purposes specified in Section 1002 for such series, or




     (4) modify any of the provisions of this Section, Section 513 or Section
1008, except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent
of the Holder of each Outstanding Security affected thereby; provided,
however, that this clause shall not be deemed to require the consent of any
Holder with respect to changes in the references to “the Trustee” and
concomitant changes in this Section, or the deletion of this proviso, in
accordance with the requirements of Sections 611 and 901(7).


A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.




     It shall not be necessary for any Act of Holders under this Section to approve
the particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof.



     SECTION 903. Execution of Supplemental Indentures.



     In executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise.



     SECTION 904. Effect of Supplemental Indentures.



     Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.









 



66


     SECTION 905. Conformity with Trust Indenture Act.



     Every supplemental indenture executed pursuant to this Article shall conform
to the requirements of the Trust Indenture Act as then in effect.



     SECTION 906. Reference in Securities to Supplemental Indentures.



     Securities of any series authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.



ARTICLE TEN



COVENANTS




     SECTION 1001. Payment of Principal, Premium and Interest.



     The Company covenants and agrees for the benefit of each series of Securities
that it will duly and punctually pay the principal of and any premium and
interest on the Securities of that series in accordance with the terms of the
Securities and this Indenture.



     SECTION 1002. Maintenance of Office or Agency.



     The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served. The Company will 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, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.









 



67


     The Company may also from time to time designate one or more other offices or
agencies where the Securities of one or more series 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 each Place of Payment for Securities of any series for such purposes. The
Company will 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.



     Except as otherwise specified with respect to a series of Securities as
contemplated by Section 301, the Company hereby initially designates as the
Place of Payment for each series of Securities The City and State of New York,
and initially appoints the Trustee at its Corporate Trust Office as the
Company’s office or agency for each such purpose in such city.



     SECTION 1003. Money for Securities Payments to Be Held in Trust.



     If the Company shall at any time act as its own Paying Agent with respect to
any series of Securities, it will, on or before each due date of the principal
of or any premium or interest on any of the Securities of that series, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal and any premium and interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act.



     Whenever the Company shall have one or more Paying Agents for any series of
Securities, it will, on or prior to each due date of the principal of or any
premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay such amount, such sum to be held as provided by
the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.



     The Company will cause each Paying Agent for any series of Securities other
than the Trustee to execute and deliver to the Trustee an instrument in which
such Paying Agent shall agree with the Trustee, subject to the provisions of
this Section, that such Paying Agent will (1) hold all sums held by it for the
payment of the principal of (and premium, if any) or interest, if any, on
Securities of that series in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise disposed of
as herein provided; (2) give the Trustee notice of any default by the Company
(or any




 









 






68



other obligor upon the Securities of that series) in the making of any payment
of principal (and premium, if any) or interest, if any, on the Securities of
that series; and (3) during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums held in
trust by such Paying Agent for payment in respect of the Securities of that
series.




     The Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by the
Company or such Paying Agent, such sums to be held by the Trustee upon the same
trusts as those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such money.



     Any money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of or any premium or interest
on any Security of any series and remaining unclaimed for two years after such
principal, premium or interest has become due and payable shall be paid to the
Company on Company Request, or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Security shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in an Authorized Newspaper in each Place of Payment with
respect to such series, 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 publication, any unclaimed balance of such money then remaining will be
repaid to the Company.



     SECTION 1004. Statement by Officers as to Default.



     The Company will deliver to the Trustee, within 150 days after the end of each
fiscal year of the Company ending after the date hereof, an Officer’s
Certificate, stating whether or not to the best knowledge of the signer thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the



 









 






69



Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.




     SECTION 1005. Existence.



     Subject to Article Eight, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its existence, rights
(charter and statutory) and franchises; provided, however, that the Company
shall not be required to preserve any such right or franchise if it shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company.



     SECTION 1006. Limitations on Liens.



     The Company will not, nor will it permit any Restricted Subsidiary to, create,
assume, incur or suffer to exist any Lien upon any Principal Property, whether
owned or leased on the date of this Indenture or thereafter acquired, to secure
any Debt of the Company or any other Person (other than the Securities issued
hereunder), without in any such case making effective provision whereby all of
the Securities Outstanding hereunder shall be secured equally and ratably with,
or prior to, such Debt so long as such Debt shall be so secured. This
restriction shall not apply to:




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




     (ii) any Lien upon any property or assets created at the time of acquisition
of such property or assets by the Company or any Restricted Subsidiary or
within one year after such time to secure all or a portion of the purchase
price for such property or assets or Debt incurred to finance such purchase
price, whether such Debt was incurred prior to, at the time of or within one
year of such acquisition;




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




     (iv) any Lien upon any property or assets of a Person existing thereon at
the time such Person becomes a Restricted Subsidiary by acquisition,
merger or otherwise;



 









 





70





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




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




     (vii) any Lien on any oil, gas, mineral and processing and other plant
properties to secure the payment of costs, expenses or liabilities incurred
under any lease or grant or operating or other similar agreement in connection
with or incident to the exploration, development, maintenance or operation of
such properties;




     (viii) any Lien arising from or in connection with a conveyance by the
Company or any Restricted Subsidiary of any production payment with respect to
oil, gas, natural gas, carbon dioxide, sulphur, helium, coal, metals,
minerals, steam, timber or other natural resources;




     (ix) any Lien in favor of the Company or any Restricted Subsidiary;




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




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




     (xii) Permitted Liens;




     (xiii) any Lien created by any Alternate Program or any document executed by
any Subsidiary or Restricted Affiliate in connection therewith, provided that
such Lien is limited to the trade or other receivables in respect of which
such Alternate Program is created or exists, and the proceeds thereof;




     (xiv) any Lien on Margin Stock;




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



 









 





71





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



     Notwithstanding the foregoing provisions of this Section, the Company may, and
may permit any Restricted Subsidiary to, create, assume, incur or suffer to
exist any Lien upon any Principal Property to secure any Debt of the Company or
any other Person (other than the Securities) that is not excepted by clauses (i)
through (xvi), inclusive, of this Section without securing the Securities issued
hereunder, provided that the aggregate principal amount of all Debt then
outstanding secured by such Lien and all similar Liens, together with all net
sale proceeds from Sale-Leaseback Transactions (excluding Sale-Leaseback
Transactions permitted by clauses (i) through (iv), inclusive, of Section 1007),
does not exceed 15% of Consolidated Net Tangible Assets.



     SECTION 1007. Restriction of Sale-Leaseback Transaction.



     The Company will not, nor will it permit any Restricted Subsidiary to, engage
in a Sale-Leaseback Transaction unless:




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




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




     (iii) the Company or such Restricted Subsidiary would be entitled to incur
Debt secured by a Lien on the Principal Property subject thereto in a
principal amount equal to or exceeding the net sale proceeds from such Sale-
Leaseback Transaction without securing the Securities; or



 









 





72





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



     Notwithstanding the foregoing provisions of this Section, the Company may, and
may permit any Restricted Subsidiary to, effect any Sale-Leaseback Transaction
that is not excepted by clauses (i) through (iv), inclusive, of this Section,
provided that the net sale proceeds from such Sale-Leaseback Transaction,
together with the aggregate principal amount of then outstanding Debt (other
than the Securities) secured by Liens upon Principal Properties not excepted by
clauses (i) through (xvi), inclusive, of Section 1006, do not exceed 15% of the
Consolidated Net Tangible Assets.



     SECTION 1008. Waiver of Certain Covenants.




     The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Section 1005, 1006 or 1007 with respect to
the Securities of any series if before the time for such compliance the Holders
of at least a majority in aggregate principal amount of the Outstanding
Securities of all affected series (voting as one class) shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.



     A waiver which changes or eliminates any term, provision or condition of this
Indenture which has expressly been included solely for the benefit of one or
more particular series of Securities, or which modifies the rights of the
Holders of Securities of such series with respect to such term, provision or
condition, shall be deemed not to affect the rights under this Indenture of the
Holders of Securities of any other series.



 









 





73




ARTICLE ELEVEN




REDEMPTION OF SECURITIES




     SECTION 1101. Applicability of Article.



     Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 301 for Securities of any series) in
accordance with this Article.



     SECTION 1102. Election to Redeem; Notice to Trustee.



     In case of any redemption at the election of the Company of less than all the
Securities of any series, the Company shall, at least 45 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the
principal amount of Securities of such series to be redeemed and, if applicable,
of the tenor of the Securities to be redeemed. In the case of any redemption of
Securities (1) prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, or (2)
pursuant to an election of the Company which is subject to a condition specified
in the terms of such Securities, the Company shall furnish the Trustee with an
Officer’s Certificate evidencing compliance with such restriction or condition.



     SECTION 1103. Selection by Trustee of Securities to Be Redeemed.



     If less than all the Securities of any series are to be redeemed (unless all
the Securities of such series and of a specified tenor are to be redeemed), the
particular Securities to be redeemed shall be selected not more than 45 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series.



     The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed.



 









 





74




     For all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of
any Securities redeemed or to be redeemed only in part, to the portion of the
principal amount of such Securities which has been or is to be redeemed.



     SECTION 1104. Notice of Redemption.



     Notice of redemption shall be given by first-class mail (if international
mail, by air mail), postage prepaid, mailed not less than 30 nor more than 60
days prior to the Redemption Date, to each Holder of Securities to be redeemed,
at his address appearing in the Security Register.



     All notices of redemption shall state:




     (1) the Redemption Date,




     (2) the Redemption Price,




     (3) if less than all the Outstanding Securities of any series and of a
specified tenor are to be redeemed, the identification (and, in the case of
partial redemption of any Securities, the principal amounts) of the particular
Securities to be redeemed,




     (4) that on the Redemption Date the Redemption Price will become due and
payable upon each such Security to be redeemed and, if applicable,
that interest thereon will cease to accrue on and after said date,




     (5) the place or places where such Securities are to be surrendered for
payment of the Redemption Price, and




     (6) that the redemption is for a sinking fund, if such is the case.



     Notice of redemption of Securities to be redeemed shall be given by the
Company or, at the Company’s request, by the Trustee in the name and at the
expense of the Company.



     SECTION 1105. Deposit of Redemption Price.



     On or prior to any Redemption Date, the Company shall deposit with the Trustee
or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities which
are to be redeemed on that date.



 









 





75




     SECTION 1106. Securities Payable on Redemption Date.



     Notice of redemption having been given as aforesaid, the Securities so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 301, installments of interest whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.



     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and any premium shall, until paid, bear
interest from the Redemption Date at the rate prescribed therefor in the
Security.



     SECTION 1107. Securities Redeemed in Part.



     Any Security which is to be redeemed only in part shall be surrendered at a
Place of Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and of like tenor, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.



 









 





76




ARTICLE TWELVE




SINKING FUNDS




     SECTION 1201. Applicability of Article.



     The provisions of this Article shall be applicable to any sinking fund for the
retirement of Securities of a series except as otherwise specified in
or as contemplated by Section 301 for Securities of such series.



     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “mandatory sinking fund
payment”, and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an “optional sinking
fund payment”. If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 1202. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.



     SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.



     The Company (1) may deliver Outstanding Securities of a series (other than any
previously called for redemption), and (2) may apply as a credit Securities of a
series which have been redeemed either at the election of the Company pursuant
to the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; provided that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.



     SECTION 1203. Redemption of Securities for Sinking Fund.



     Not less than 45 days prior to each sinking fund payment date for any series
of Securities (unless a shorter period shall be satisfactory to the Trustee),
the Company will deliver to the Trustee an Officer’s Certificate specifying the
amount of the next ensuing sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by



 









 





77



payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of that series pursuant to Section 1202 and
stating the basis for such credit and that such Securities have not been
previously so credited, and will also deliver to the Trustee any Securities to
be so delivered. Not less than 30 days before each such sinking fund payment
date the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 1103 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 1104. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 1106 and 1107.




ARTICLE THIRTEEN




DEFEASANCE




     SECTION 1301. Applicability of Article.



     The provisions of this Article shall be applicable to each series of
Securities except as otherwise specified as contemplated by
Section 301 for Securities of such series.



     SECTION 1302. Legal Defeasance.



     In addition to discharge of the Indenture pursuant to Section 401, the Company
shall be deemed to have paid and discharged the entire indebtedness on all the
Securities of such a series on the 91st day after the date of the deposit
referred to in clause (1) below, and the provisions of this Indenture with
respect to the Securities of such series shall no longer be in effect (except as
to (i) rights of registration of transfer and exchange of Securities of such
series and the Company’s right of optional redemption, if any, (ii) substitution
of mutilated, destroyed, lost or stolen Securities, (iii) rights of Holders of
Securities to receive payments of principal thereof and interest thereon, upon
the Stated Maturities therefor or on the Redemption Dates therefor (but not upon
acceleration), and remaining rights of the Holders to receive mandatory sinking
fund payments, if any, (iv) the rights, obligations, duties and immunities of
the Trustee hereunder, (v) the rights of the Holders of Securities of such
series as beneficiaries hereof with respect to the property so deposited with
the Trustee payable to all or any of them, and (vi) the obligations of the
Company under Section 1002), and the Trustee, at the expense of the Company,
shall, upon a Company Request, execute proper instruments



 









 





78



acknowledging the same, if the conditions set forth below are satisfied
(hereinafter, “defeasance”):





     (1) The Company has irrevocably deposited or caused to be deposited with the
Trustee as trust funds in trust, for the purposes of making the following
payments, specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of the Securities of such series (i) cash in an amount,
or (ii) in the case of any series of Securities the payments on which may only
be made in legal coin or currency of the United States, U.S. Government
Obligations, maturing as to principal and interest at such times and in such
amounts as will insure the availability of cash, or (iii) a combination
thereof, sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay (A) the principal and interest and premium,
if any, on all Securities of such series on each date that such principal,
interest or premium, if any, is due and payable or on any Redemption Date
established pursuant to clause (3) below, and (B) any mandatory sinking fund
payments on the dates on which such payments are due and payable in accordance
with the terms of the Indenture and the Securities of such series;




     (2) The Company has delivered to the Trustee an Opinion of Counsel based on
the fact that (x) the Company has received from, or there has been published
by, the Internal Revenue Service a ruling, or (y) since the date hereof, there
has been a change in the applicable federal income tax law, in either case to
the effect that, and such opinion shall confirm that, the holders of the
Securities of such series will not recognize income, gain or loss for federal
income tax purposes as a result of such deposit and defeasance and will be
subject to federal income tax on the same amount and in the same manner and at
the same times, as would have been the case if such deposit and defeasance had
not occurred;




     (3) If the Securities are to be redeemed prior to Stated Maturity (other
than from mandatory sinking fund payments or analogous payments), notice of
such redemption shall have been duly given pursuant to this Indenture or
provision therefor satisfactory to the Trustee shall have been made;




     (4) No Default or Event of Default shall have occurred and be continuing on
the date of such deposit; and




     (5) The Company has delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for
relating to the defeasance contemplated by this provision have been complied
with.



     For this purpose, such defeasance means that the Company and any other obligor
upon the Securities of such series shall be deemed to have paid and



 









 





79



discharged the entire debt represented by the Securities of such series, which
shall thereafter be deemed to be “Outstanding” only for the purposes of Section
1304 and the rights and obligations referred to in clauses (i) through (vi),
inclusive, of the first paragraph of this Section, and to have satisfied all its
other obligations under the Securities of such series and this Indenture insofar
as the Securities of such series are concerned.




     SECTION 1303. Covenant Defeasance.



     The Company and any other obligor, if any, shall be released on the 91st day
after the date of the deposit referred to in clause (1) below from its
obligations under Sections 704, 801, 1005, 1006 and 1007 with respect to the
Securities of any series on and after the date the conditions set forth below
are satisfied (hereinafter, “covenant defeasance”), and the Securities of such
series shall thereafter be deemed to be not “Outstanding” for the purposes of
any request, demand, authorization, direction, notice, waiver, consent or
declaration or other action or Act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
Outstanding for all other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to the Securities of such series, the
Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such Section, whether directly or
indirectly by reason of any reference elsewhere herein to such Section or by
reason of any reference in such Section 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 501, but, except as specified above, the
remainder of this Indenture and the Securities of such series shall be
unaffected thereby. The following shall be the conditions to application of this
Section 1303:




     (1) The Company has irrevocably deposited or caused to be deposited with the
Trustee as trust funds in trust for the purpose of making the following
payments, specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of the Securities of such series, (i) cash in an
amount, or (ii) in the case of any series of Securities the payments on which
may only be made in legal coin or currency of the United States, U.S.
Government Obligations, maturing as to principal and interest at such times
and in such amounts as will insure the availability of cash, or (iii) a
combination thereof, sufficient, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay (A) the principal and interest and
premium, if any, on all Securities of such series on each date that such
principal,



 









 





80





interest or premium, if any, is due and payable or on any Redemption Date
established pursuant to clause (2) below, and (B) any mandatory sinking fund
payments on the day on which such payments are due and payable in accordance
with the terms of the Indenture and the Securities of such series;




     (2) If the Securities are to be redeemed prior to Stated Maturity (other
than from mandatory sinking fund payments or analogous payments), notice of
such redemption shall have been duly given pursuant to this Indenture or
provision therefor satisfactory to the Trustee shall have been made;




     (3) No Default or Event of Default shall have occurred and be continuing on
the date of such deposit;




     (4) The Company shall have delivered to the Trustee an Opinion of Counsel
which shall confirm that the holders of the Securities of such series will not
recognize income, gain or loss for federal income tax purposes as a result of
such deposit and covenant defeasance and will be subject to federal income tax
on the same amount and in the same manner and at the same times, as would have
been the case if such deposit and covenant defeasance had not occurred; and




     (5) The Company shall have delivered to the Trustee an Officer’s Certificate
stating that all conditions precedent provided for relating to the
covenant defeasance contemplated by this provision have been complied with.



     SECTION 1304. Application by Trustee of Funds Deposited for Payment of
Securities.



     Subject to the provisions of the last paragraph of Section 1003, all moneys or
U.S. Government Obligations deposited with the Trustee pursuant to Section 1302
or 1303 (and all funds earned on such moneys or U.S. Government Obligations)
shall be held in trust and applied by it to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent),
to the Holders of the particular Securities of such series for the payment or
redemption of which such moneys have been deposited with the Trustee, of all
sums due and to become due thereon for principal and interest; but such money
need not be segregated from other funds except to the extent required by law.
Subject to Sections 1302 and 1303, the Trustee promptly shall pay to the Company
upon request any excess moneys held by them at any time.



 









 





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     SECTION 1305. Repayment to Company.



     The Trustee and any Paying Agent promptly shall pay or return to the Company
upon Company Request any money and U.S. Government Obligations held by them at
any time that are not required for the payment of the principal of and any
interest on the Securities of any series for which money or U.S. Government
Obligations have been deposited pursuant to Section 1302 or 1303.



     The provisions of the last paragraph of Section 1003 shall apply to any money
held by the Trustee or any Paying Agent under this Article that remains
unclaimed for two years after the Maturity of any series of Securities for which
money or U.S. Government Obligations have been deposited pursuant to Section
1302 or 1303.



     This instrument may be executed with counterpart signature pages or in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.



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




	 	 	 	 	 
	 	 	TENNESSEE GAS PIPELINE COMPANY
	 
	 	 	 	 
	 

	 	By:
	 	/s/ H. BRENT AUSTIN
	 

	 	 	 	 
	 

	 	 	 	Name: H. Brent Austin

Title: Senior Vice President
	 
	 	 	 	 
	 	 	THE CHASE MANHATTAN BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ RONALD J. HALLERAN
	 

	 	 	 	 
	 

	 	 	 	Name: Ronald J. Halleran

Title: Second Vice President