EXHIBIT
4.C
 
 EL PASO NATURAL GAS COMPANY,
  as
Company
  and
  WILMINGTON
TRUST COMPANY,
  as
Trustee
  _____________
  INDENTURE
  Dated
as of July 21, 2003
  Series
A and Series B
  7
5/8% Notes due 2010
  
  
  TABLE
OF CONTENTS
  Page
  ARTICLE
I
 DEFINITIONS AND
INCORPORATION BY REFERENCE
  Section
      1.01
              Definitions.
              1
 Section
      1.02
              Other
      Definitions.
              14
 Section
      1.03
              Incorporation
      by Reference of Trust Indenture Act.
              14
 Section
      1.04
              Rules of
      Construction.
              14
  ARTICLE
II
 THE
SECURITIES
  Section
      2.01
              Form and
      Dating.
              15Section
      2.02
              Execution and
      Authentication.
              16Section
      2.03
              Registrar and
      Paying Agent.
              17Section
      2.04
              Paying Agent
      to Hold Money in Trust.
              18Section
      2.05
              Holder
      Lists.
              18Section
      2.06
              Transfer
      and Exchange.
              18Section
      2.07
              Certificated
      Securities.
              23Section
      2.08
              Replacement
      Securities.
              24Section
      2.09
              Outstanding
      Securities.
              24Section
      2.10
              Treasury
      Securities.
              25Section
      2.11
              Temporary
      Securities.
              25Section
      2.12
              Cancellation.
              25Section
      2.13
              Defaulted
      Interest.
              26Section
      2.14
              Persons
      Deemed Owners.
              26Section
      2.15
              CUSIP
      Numbers.
              26
  ARTICLE
III
 COVENANTS
 Section
      3.01
                Payment of
      Securities.
                26Section
      3.02
                Maintenance
      of Office or Agency.
                27Section
      3.03
                SEC Reports; Financial Statements.
                27Section
      3.04
                Compliance
      Certificate.
                28Section
      3.05
                Limitation on
      Liens.
                28Section
      3.06
                Limitation on
      Sale-Leaseback Transactions.
                30Section
      3.07
                Limitation on
      Restricted Payments.
                31Section
      3.08
                Limitation on
      Incurrence of Debt.
                34Section
      3.09
                Limitation on
      Participation in El Paso’s Cash Management
      Program.
                36Section
      3.10
                Limitation on
      Transactions with Affiliates.
                36Section
      3.11
                Waiver of
      Stay, Extension or Usury Laws.
                38
  ARTICLE
IV
 CONSOLIDATION,
MERGER AND SALE
 Section
      4.01
                Limitation on
      Mergers and Consolidations.
                38
 Section
      4.02
                Successors
      Substituted.
                39
  ARTICLE
V
 DEFAULTS AND
REMEDIES
 Section
      5.01
                  Events of
      Default.
                  39Section
      5.02
                  Acceleration.
                  40Section
      5.03
                  Other
      Remedies.
                  41Section
      5.04
                  Waiver of
      Existing Defaults.
                  41Section
      5.05
                  Control by
      Majority.
                  42Section
      5.06
                  Limitations
      on Suits.
                  42Section
      5.07
                  Rights of
      Holders to Receive Payment.
                  43Section
      5.08
                  Collection
      Suit by Trustee.
                  43Section
      5.09
                  Trustee May
      File Proofs of Claim.
                  43Section
      5.10
                  Priorities.
                  44Section
      5.11
                  Undertaking
      for Costs.
                  44
  ARTICLE
VI
 TRUSTEE
  Section
      6.01
                    Duties of
      Trustee.
                    44Section
      6.02
                    Rights of
      Trustee.
                    45Section
      6.03
                    Individual
      Rights of Trustee.
                    47Section
      6.04
                    Trustee’s Disclaimer.
                    47Section
      6.05
                    Notice of
      Defaults.
                    47Section
      6.06
                    Reports by
      Trustee to Holders.
                    47Section
      6.07
                    Compensation
      and Indemnity.
                    48Section
      6.08
                    Replacement
      of Trustee.
                    48Section
      6.09
                    Successor
      Trustee by Merger, etc.
                    49Section
      6.10
                    Eligibility;
      Disqualification.
                    50Section
      6.11
                    Preferential
      Collection of Claims Against Company.
                    50
  ARTICLE
VII
 DISCHARGE OF
INDENTURE; DEFEASANCE
 Section
      7.01
                Discharge of
      Indenture.
                50Section
      7.02
                Legal
      Defeasance.
                51Section
      7.03
                Covenant
      Defeasance.
                52Section
      7.04
                Conditions to
      Legal Defeasance or Covenant
    Defeasance.
                52Section
      7.05
                Deposited
      Money and U.S. Government Obligations To Be Held in Trust; Other
      Miscellaneous Provisions.
                54
  
 Section
      7.06
                Reinstatement.
                54Section
      7.07
                Moneys Held
      by Paying Agent.
                54Section
      7.08
                Moneys Held
      by Trustee.
                55
 ARTICLE
VIII
 AMENDMENTS
  Section 8.01
              Without
      Consent of Holders.
              55Section 8.02
              With Consent
      of Holders.
              56Section 8.03
              Compliance
      with Trust Indenture Act.
              57Section 8.04
              Revocation and Effect of
      Consents.
              57Section 8.05
              Notation on
      or Exchange of Securities.
              58Section 8.06
              Trustee to
      Sign Amendments, etc.
              58
  ARTICLE
IX
 REDEMPTION
  Section
      9.01
              Notices to
      Trustee.
              59
 Section
      9.02
              Selection of
      Securities to be Redeemed.
              59
 Section
      9.03
              Notices to
      Holders.
              59
 Section
      9.04
              Effect of
      Notices of Redemption.
              60
 Section
      9.05
              Deposit of
      Redemption Price.
              60
 Section
      9.06
              Securities
      Redeemed in Part.
              61
  ARTICLE
X
 MISCELLANEOUS
  Section
      10.01
              Trust
      Indenture Act Controls.
              61Section
      10.02
              Notices.
              61Section
      10.03
              Communication
      by Holders with Other Holders.
              62Section
      10.04
              Certificate
      and Opinion as to Conditions Precedent.
              62Section
      10.05
              Statements
      Required in Certificate or Opinion.
              63Section
      10.06
              Rules by
      Trustee and Agents.
              63Section
      10.07
              Legal
      Holidays
              63Section
      10.08
              No Recourse
      Against Others
              63Section
      10.09
              Governing
      Law
              63Section
      10.10
              No Adverse
      Interpretation of Other Agreements
              64Section
      10.11
              Successors
              64Section
      10.12
              Severability.
              64Section
      10.13
              Counterpart
      Originals.
              64Section
      10.14
              Table of
      Contents, Headings, etc.
              65
  EXHIBITS
 EXHIBIT
      A
                  --  Form
      of Security A-1
                  A-1
 CROSS-REFERENCE
TABLE*
  TIA
      Section
              
              Indenture Section310(a)(1)
              
              Section
      6.10(a)(2)
              
              Section
      6.10(a)(3)
              
              N.A.(a)(4)
              
              N.A.(a)(5)
              
              Section
      6.10(b)
              
              Section
      6.10,Section
      7.01(b)(c)
              
              N.A.311(a)
              
              Section
      6.11(b)
              
              Section
      6.11(c)
              
              N.A.312(a)
              
              Section
      2.05(b)
              
              Section
      10.03(c)
              
              Section
      10.03313(a)
              
              Section
      6.06(b)
              
              Section
      6.06(c)
              
              Section
      6.06(d)
              
              Section
      6.06314(a)
              
              Section
      3.03(b)
              
              N.A.(c)(1)
              
              Section
      10.04(c)(2)
              
              Section
      10.04(c)(3)
              
              N.A.(d)
              
              N.A.(e)
              
              Section
      10.05(f)
              
              N.A.315(a)
              
              Section
      6.01(b)(b)
              
              Section
      6.05(c)
              
              Section
      6.01(a)(d)
              
              Section
      6.01(3)(e)
              
              Section
      5.11316(a) (last
      sentence)
              
              Section
      2.09(a)(1)(A)
              
              Section
      5.05(a)(1)(B)
              
              Section
      5.04(a)(2)
              
              N.A.(b)
              
              Section
      5.07(c)
              
              Section
      8.04317(a)(1)
              
              Section
      5.08(a)(2)
              
              Section
      5.09318(a)
              
              Section
      9.01318(c)
              
              Section
      9.01
 ________________________
 N.A. means not
applicable
 *
This Cross-Reference Table is not part of this Indenture
  iv
  INDENTURE dated as
of July 21, 2003 between El Paso Natural Gas Company, a Delaware corporation
(the “Company”),
and Wilmington Trust Company, a New York banking corporation, as trustee (the
“Trustee”).
  Each party agrees
as follows for the benefit of the other parties and for the equal and ratable
benefit of the Holders of the Company’s 7 5/8% Series A Notes due 2010 (the
“Series
A Securities”) and 7 5/8% Series B Notes due 2010 (the “Series
B Securities”, and together with the Series A Securities and any
Additional Securities that may be issued in the future in accordance with
Article II, the “Securities”).
  ARTICLE
I
  DEFINITIONS AND
INCORPORATION BY REFERENCE
  Section
      1.01
              Definitions.
  “Acquired
Debt” means, with respect to any specified Person, (a) Debt of any other
Person existing at the time such other Person is merged with or into or became a
Restricted Subsidiary of such specified Person, including, without limitation,
Debt incurred in connection with, or in contemplation of, such other Person
merging with or into or becoming a Restricted Subsidiary of such specified
Person, and (b) Debt secured by a Lien encumbering any asset acquired by such
specified Person.
  “Additional
Securities” means Securities issued pursuant to Article II and in
compliance with Section 3.08 after the Initial Issue Date.
  “Affiliate”
of any specified Person means any other Person directly or indirectly
controlling or controlled by, or under direct or indirect common control with,
such specified Person.  For purposes of this definition, “control”
when used with respect to any Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise, and the terms
“controlling” and “controlled” shall have meanings correlative to the
preceding.  The Trustee may request and may conclusively rely upon an
Officers’ Certificate to determine whether any Person is an Affiliate of any
specified Person.
  “Agent”
means any Registrar, co-Registrar, Paying Agent or Authenticating
Agent.
  “Bankruptcy
Law” means Title 11, U.S. Code or any similar federal, state or foreign
law for the relief of debtors.
  “Board
of Directors” of any Person means the board of directors of such Person
or any committee thereof duly authorized, with respect to any particular matter,
to act by or on behalf of the board of directors of such Person.
  “Business
Day” means any day that is not a Legal Holiday.
  
 “Capital
Stock” means:
  (a)with respect to any
Person that is a corporation, any and all shares of corporate stock of that
Person;
  (b)with respect to any
Person that is an association or business entity, any and all shares, interests,
participations, rights or other equivalents, however designated, of capital
stock of that Person;
  (c)with respect to any
Person that is a partnership or limited liability company, any and all
partnership or membership interests, whether general or limited, of that Person;
and
  (d)with respect to any
other Person, any other interest or participation that confers on a Person the
right to receive a share of the profits and losses of or distributions of assets
of, the issuing Person.
  “Capitalized
Lease Obligation” means Debt represented by obligations under a lease
that is required to be capitalized for financial reporting purposes in
accordance with GAAP and the amount of such Debt shall be the capitalized amount
of such obligations determined in accordance with GAAP.
  “Clearstream”means
Clearstream Banking, société anonyme, Luxembourg.
  “Commodity
Agreement” means, in respect to any Person, any forward contract,
commodity swap agreement, commodity option agreement or other similar agreement
or arrangement designed to protect such Person against fluctuation in commodity
prices.
  “Company”
means the Person named as the “Company” in the first paragraph of this
instrument until a successor corporation shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Company” shall mean
such successor corporation.
  “Consolidated
Debt” means, as of any date of determination, the total, without
duplication, of all of the Company’s Debt and all Debt of its Restricted
Subsidiaries outstanding on such date, after eliminating all offsetting debits
and credits between the Company and any Restricted Subsidiary and all other
items required to be eliminated in the course of the preparation of consolidated
financial statements of the Company and its Restricted Subsidiaries in
accordance with GAAP.
  “Consolidated
Debt to EBITDA Ratio” means, with respect to any incurrence of Debt on
any date, the ratio of (a) Consolidated Debt as of such date to
(b) the Consolidated EBITDA of the Company and its Restricted Subsidiaries
for its most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date of such
incurrence of Debt.  Notwithstanding any other provision, for purposes
of making the computation referred to above, acquisitions that have been made by
the Company or any Restricted Subsidiary, including all  mergers and
consolidations, subsequent to the commencement of such period shall be
calculated on a pro forma basis, assuming that all such acquisitions, mergers
and consolidations had occurred on the first day of such period.
  -2-
 “Consolidated
EBITDA” means, with respect to any Person (the referent Person) for any
period, Consolidated Net Income of such Person for such period, determined in
accordance with GAAP, plus (to the extent such amounts are deducted in
calculating such Consolidated Net Income of such Person for such period, and
without duplication) (a) Consolidated Interest Expense of such Person for
such period, (b) any provision for taxes based on income or profits of such
Person and its Restricted Subsidiaries to the extent such income or profits were
included in calculating such Consolidated Net Income of such Person for such
period, and (c) amortization, depreciation and other non-cash charges
(including, without limitation, amortization of goodwill, deferred financing
fees and other intangibles but excluding (i) cash payments against such
non-cash charges during such period, (ii) cash payments against non-cash charges
from a prior period but subsequent to the date of this Indenture and
(iii) normally recurring accruals such as reserves against accounts
receivable); provided,
however,if there is an event of default (as therein defined) under any
Debt of El Paso or one or more Subsidiaries of El Paso (other than the Company
or any of its Restricted Subsidiaries) guaranteed by one or more of the
Company’s Restricted Subsidiaries, or a default, and, if applicable, after the
passage of time or the giving of notice or both, which in either event could
cause such Debt to become due prior to its stated maturity, then the Company’s
Consolidated EBITDA shall not include the Consolidated EBITDA of such Restricted
Subsidiary until such default is cured or waived.
  “Consolidated
Interest Expense” means, for any period, the total interest expense of
the Company and its Restricted Subsidiaries determined on a consolidated basis
in accordance with GAAP.
  “Consolidated
Net Income” means, with respect to any Person for any period, the
aggregate of the Net Income of such Person and its Restricted Subsidiaries for
such period, determined on a consolidated basis in accordance with GAAP; provided
that (a) the Net Income (but not loss) of any Person that is not a Restricted
Subsidiary or that is accounted for by the equity method of accounting shall be
included only to the extent of the amount of dividends or distributions paid in
cash to the referent Person or a Restricted Subsidiary thereof, (b) the Net
Income of any Restricted Subsidiary shall be excluded to the extent that the
declaration or payment of dividends or similar distributions by that Restricted
Subsidiary of that Net Income is not at the date of determination permitted
without any prior governmental approval (that has not been obtained) or,
directly or indirectly, by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Restricted Subsidiary or its stockholders, (c) the
Net Income of any Person acquired in a pooling of interests transaction for any
period prior to the date of such acquisition shall be excluded and (d) the
cumulative effect of a change in accounting principles shall be excluded; provided,
further, if there is an event of default (as therein defined) under any
Debt of El Paso or one or more Subsidiaries of El Paso (other than the Company
or any of its Restricted Subsidiaries) guaranteed by one or more of the
Company’s Restricted Subsidiaries, or a default, and, if applicable, after the
passage of time or the giving of notice or both, which in either event could
cause such Debt to become due prior to its stated maturity, then the Company’s
Consolidated Net Income shall not include the Net Income of such Restricted
Subsidiary until such default is cured or waived.
  -3-
 “Consolidated
Net Tangible Assets” means, at any date of determination, the total
amount of assets after deducting therefrom (a) all current liabilities
(excluding (i) 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 (ii)
current maturities of long-term debt), and (b) the value (net of any applicable
reserves) of all goodwill, trade names, trademarks, patents and other like
intangible assets, all as set forth on the consolidated balance sheet of the
Company and its consolidated subsidiaries for the Company's most recently
completed fiscal quarter, prepared in accordance with GAAP.
  “Corporate
Trust Office of the Trustee” means the office of the Trustee at which the
corporate trust business of the Trustee shall be principally administered, which
office shall initially be located at the address of the Trustee specified in
Section 10.02 hereof and may be located at such other address as the Trustee may
give notice to the Company and the Holders or such other address as a successor
Trustee may designate from time to time by notice to the Holders and the
Company.
  “Currency
Agreement” means in respect of a Person any foreign exchange contract,
currency swap agreement or other similar agreement as to which such Person is a
party or a beneficiary.
  “Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.
  “Debt”
means (a) any liability of any Person (i) for borrowed money, (ii) evidenced by
a note, debenture or similar instrument (including a purchase money obligation)
given in connection with the acquisition of any property or assets (other than
inventory or similar property acquired in the ordinary course of business),
including securities, or (iii) for the payment of money relating to a
Capitalized Lease Obligation; (b) any guarantee by any Person of any liability
of others described in the preceding clause (a); and (c) any amendment, renewal,
extension or refunding of any liability of the types referred to in clauses (a)
and (b) above.  Notwithstanding anything to the contrary in the
foregoing, Debt shall not include: (x) any liability of or any guarantee or
similar arrangement by the Company or any of its Subsidiaries of El Paso’s or El
Paso Merchant Energy’s obligations in connection with, related to or arising out
of the Western Energy Settlement, (y) any of the Company’s or any of its
Subsidiaries’ Debt incurred pursuant to a cash management program of El Paso and
its Subsidiaries or (z) in order to avoid double counting, a guarantee described
in clause (b) above of any liability described in clause (a) above if such
liability has been included in the determination of Debt.
  “Default”
means any event, act or condition that is, or after notice or the passage of
time or both would be, an Event of Default.
  -4-
 “Depositary”
means The Depository Trust Company, its nominees and their respective
successors.
  “Disqualified
Capital Stock” means any Capital Stock that, by its terms or by the terms
of any security into which it is convertible or for which it is exchangeable, or
upon the happening of any event,
  (a)matures (excluding
any maturity as the result of an optional redemption by the issuer of that
Capital Stock);
  (b)is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise;
or
  (c)is redeemable at
the sole option of its holder,
  in whole or in
part, on or prior to the final maturity date of the Securities; provided,
however,
that only the portion of Capital Stock that so matures or is mandatorily
redeemable or is so redeemable at the sole option of its holder prior to the
final maturity date of the Securities will be deemed Disqualified Capital
Stock.
  “El
Paso” means El Paso Corporation, a Delaware corporation.
  “El
Paso’s $3 Billion Facility” means the $3 billion Revolving Credit
Agreement dated as of April 16, 2003, among El Paso, the Company, Tennessee Gas
Pipeline Company, ANR Pipeline Company, the several banks and other financial
institutions from time to time parties thereto, JPMorgan Chase Bank, as
administrative agent for the Lenders thereunder, ABN AMRO Bank N.V. and Citicorp
North America, Inc., as co-document agents for the Lenders, and Bank of America,
N.A. and Credit Suisse First Boston, as co-syndication agents for the
Lenders.
  “El
Paso Merchant Energy” means El Paso Merchant Energy, L.P., a Delaware
limited partnership.
  “El
Paso’s Other Financings” means the $1 billion of other financing
arrangements existing on the date hereof, including leases, letters of credit
and other facilities, secured by Sabine River Investors V, L.L.C.’s equity
interests in EPNG Mojave, Inc. and El Paso Mojave Pipeline
Co.
  “Equity
Interests” means Qualified Capital Stock and all warrants, options or
other rights to acquire Qualified Capital Stock, but excluding any debt security
that is convertible into, or exchangeable for, Qualified Capital
Stock.
  “Euroclear”
means Euroclear Bank S.A./NV, as operator of the Euroclear System.
  “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and any
successor statute.
  -5-
 “Exchange
Offer” means the offer that may be made by the Company pursuant to the
Registration Rights Agreement to exchange the Series B Securities for the Series
A Securities.
  “Funded
Debt” means all Indebtedness maturing one year or more from the date of
the creation thereof, all Indebtedness 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 Indebtedness under a revolving credit or
similar agreement obligating the lender or lenders to extend credit over a
period of one year or more.
  “GAAP”
means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
have been approved by a significant segment of the accounting profession, which
are in effect from time to time.
  “guarantee”
means any obligation, contingent or otherwise, of any Person directly or
indirectly guaranteeing any Debt of any other Person and any obligation, direct
or indirect, contingent or otherwise, of such Person (a) to purchase or pay
(or advance or supply funds for the purchase or payment of) such Debt of such
other Person (whether arising by virtue of partnership arrangements, or by
agreement to keep-well, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions or otherwise) or
(b) entered into for purposes of assuring in any other manner the obligee
of such Debt of the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part); provided,
however,
that the term “guarantee” shall not include endorsements for collection of
deposit in the ordinary course of business or any guarantee, direct or indirect,
contingent or otherwise, in connection with the Western Energy
Settlement.
  “Hedging
Obligations” of any Person means the obligations of such Person pursuant
to any Interest Rate Agreement, Commodity Agreement or Currency
Agreement.
  “Holder”
means a Person in whose name a Security is registered.
  “Indebtedness”
means 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.  Notwithstanding the foregoing, Indebtedness shall not include
any of the Company’s or any of its Subsidiaries’ Indebtedness incurred pursuant
to a cash management program of El Paso and its
Subsidiaries.
  “Indenture”
means this Indenture as amended or supplemented from time to time.
  “Independent
Financial Advisor” means an investment banking firm of national standing
or any third party appraiser that is determined by the Company’s Board of
Directors to be reasonably competent to issue an opinion or valuation with
respect to the matter for which it has been engaged; provided
that such firm or appraiser is not an Affiliate of the Company.
  -6-
 “Initial
Issue Date” means the first date on which the Series A Securities are
issued under this Indenture.
  “Initial
Purchasers” means any initial purchasers of Series A Securities issued in
connection with an offering under Rule 144A and/or Regulation S, including
without limitation, the Original Initial Purchasers, as such in the Original
Offering.
  “Interest
Payment Date” shall have the meaning assigned to such term in the
Securities.
  “Interest
Rate Agreement” means with respect to any Person any interest rate
protection agreement, interest rate future agreement, interest rate option
agreement, interest rate swap agreement, interest rate cap agreement, interest
rate collar agreement, interest rate hedge agreement or other similar agreement
or arrangement as to which such Person is a party or a beneficiary.
  “Investment”
in any Person means any direct or indirect advance, loan (other than advances to
customers in the ordinary course of business) or other extension of credit
(including by way of guarantee or similar arrangement, but excluding any debt or
extension of credit represented by a bank deposit other than a time deposit) or
capital contribution to (by means of any transfer of cash or other property to
other Persons or any payment for property or services for the account or use of
other Persons), or any purchase or acquisition of Capital Stock, Debt or other
similar instruments issued by such Person.
  “Legal
Holiday” means a Saturday, a Sunday or a day on which banking
institutions in any of New York, New York, Houston, Texas or a place of payment
are authorized or obligated by law, regulation or executive order to remain
closed.
  “Lien”
means any mortgage, pledge, security interest, charge, lien, or other
encumbrance of any kind, whether or not filed, recorded or perfected under
applicable law.
  “Liquidated
Damages” has the meaning given to such term in any Registration Rights
Agreement.
  “Maturity,”
when used with respect to any Security, means the date on which the principal of
such Security or an installment of principal becomes due and payable as therein
or herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.
  “Moody’s”
means Moody’s Investors Service, Inc. or any successor to the rating agency
business of Moody’s Investors Service, Inc.
  “Net
Income” means, with respect to any Person, the net income (loss) of such
Person, determined in accordance with GAAP and before any reduction in respect
of dividends on Preferred Stock, excluding, however, (a) any gain (but not
loss), together with any related provision for taxes on such gain (but not
loss), realized in connection with (i) any asset sale (except in the
ordinary course of business) (including, without limitation, dispositions
pursuant to Sale-Leaseback Transactions) or (ii) the disposition of any
securities by such Person or any of its Subsidiaries, (b) any extraordinary
or nonrecurring gain (but not loss), together with any related provision for
taxes on such extraordinary or nonrecurring gain (but not loss) and (c) the
settlement expense related to the Western Energy Settlement, together with any
related provision for taxes.
  -7-
 “Officer”
means the chairman of the board, the chief executive officer, the president, any
vice chairman of the board, any vice president, the principal financial officer,
the principal accounting officer, the treasurer, any assistant treasurer, the
controller, the secretary or any assistant secretary of a Person.
  “Officers’
Certificate” means a certificate signed by two Officers of a Person, one
of whom must be the Person’s chief executive officer, principal financial
officer or principal accounting officer.
  “Operating
Cash Flow” means, with respect to any Person for any period, the
Consolidated EBITDA of such Person for such period, less aggregate maintenance
capital expenditures of such Person, and its Restricted Subsidiaries for such
period determined in accordance with GAAP, less any taxes paid in cash by such
Person based on income or profits of such Person and its Restricted Subsidiaries
to the extent such income or profits were included in calculating Consolidated
Net Income for purposes of calculating Consolidated EBITDA of such Person for
such period, less Consolidated Interest Expense of such Person for such period;
provided,
however, if there is an event of default (as therein defined) under any
Debt of El Paso or one or more subsidiaries of El Paso (other than the Company
or any of its Restricted Subsidiaries) guaranteed by one or more of the
Company’s Restricted Subsidiaries, or a default, and, if applicable, after the
passage of time or the giving of notice or both, which in either event could
cause such Debt to become due prior to its stated maturity, then the Company’s
Operating Cash Flow shall not include the Operating Cash Flow of such Restricted
Subsidiary until such default is cured or waived.
  “Opinion
of Counsel” means a written opinion from legal counsel who is acceptable
to the Trustee.  Such counsel may be an employee of or counsel to the
Company, its parent corporation or the Trustee.
  “Original
Initial Purchasers” means Citigroup Global Markets Inc. and Credit Suisse
First Boston LLC, as initial purchasers of the Series A Securities in the
Original Offering.
  “Original
Offering” means the offering of the Series A Securities pursuant to the
Original Offering Memorandum.
  “Original
Offering Memorandum” means the Offering Memorandum of the Company, dated
July 16 2003, relating to the offering of the Series A Securities.
  -8-
 “Permitted
Investment” means an Investment by the Company or any Restricted
Subsidiary in:
  (a)cash or cash
equivalents;
  (b)an Investment
existing on the Initial Issue Date, including any Investment in connection with,
related to or arising out of the Western Energy Settlement;
  (c)receivables owing
to the Company or any Restricted Subsidiary, if created or acquired in the
ordinary course of business and payable or dischargeable in accordance with
customary trade terms;
  (d)payroll, travel and
similar advances to cover matters that are expected at the time of such advances
ultimately to be treated as expenses for accounting purposes and that are made
in the ordinary course of business;
  (e)stock, obligations
or securities received in settlement of debts created in the ordinary course of
business and owing to the Company or any Restricted Subsidiary or in
satisfaction of judgments or claims or pursuant to any plan of reorganization or
similar arrangement upon the bankruptcy or insolvency of a
debtor;
  (f)Hedging
Obligations;
  (g)prepayments and
other credits made in the ordinary course of business;
  (h)Investments in
connection with pledges, deposits, payments or performance bonds made or given
in the ordinary course of business in connection with or to secure statutory,
regulatory or similar obligations, including obligations under health, safety or
environmental obligations;
  (i)the Company or a
Subsidiary of the Company, including guarantees of Debt of a Subsidiary of the
Company;
  (j)another Person if
as a result of such Investment such other Person becomes a Subsidiary of the
Company or is merged or consolidated with or into, or transfers or conveys all
or substantially all its assets to, the Company or one of its subsidiaries;
and
  (k)any Person engaged
in the business of transportation, storage, gathering, marketing or sale of
natural gas and/or petroleum products and/or any businesses reasonably related
thereto.
  -9-
 “Permitted
Liens” means (a) Liens upon rights-of-way for pipeline purposes; (b) 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; (c) 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; (d) Liens of taxes and
assessments which are (i) for the then current year, (ii) not at the time
delinquent, or (iii) delinquent but the validity of which is being contested at
the time by the Company or any Subsidiary in good faith; (e) Liens of, or to
secure performance of, leases; (f) 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; (g) 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; (h) 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; (i) any Lien upon any property or assets
in accordance with customary banking practice to secure any Indebtedness
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; (j) 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; (k) any
Lien in connection with, related to or arising out of the Western Energy
Settlement; or (l) any Lien in connection with, related to or arising out of El
Paso’s $3 Billion Facility and any Refinancing thereof.
  “Person”
means any individual, corporation, partnership, joint venture, limited liability
company, association, joint-stock company, trust, other entity, unincorporated
organization, or government or any agency or political subdivision
thereof.
  “Preferred
Stock” means any capital stock or other equity interests of a Person,
however designated, which entitles the holder thereof to a preference with
respect to the payment of dividends, or as to the distribution of assets upon
any voluntary or involuntary liquidation or dissolution of such Person, over
shares of any other class of capital stock or other equity interests issued by
such Person.
  "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.
  “Private
Exchange” means the offer by the Company to any of the Initial Purchasers
to issue and deliver to such Initial Purchaser, in exchange for the Series A
Securities held by such Initial Purchaser as part of its initial distribution, a
like aggregate principal amount of Private Exchange Securities.
  -10-
 “Private
Exchange Securities” means the Series B Securities to be issued pursuant
to this Indenture to an Initial Purchaser in a Private Exchange.
  “Qualified
Capital Stock” means any Capital Stock that is not Disqualified Capital
Stock.
  “QIB”
means a “qualified institutional buyer” as defined in Rule 144A.
  “Redemption
Date,” when used with respect to any Security to be redeemed, means the
date fixed for such redemption by or pursuant to this Indenture.
  “Redemption
Price” shall have the meaning assigned to such term in the
Securities.
  “Refinance”
means, with respect to any Debt or Indebtedness, to extend, refinance, renew,
replace, or refund such Debt or Indebtedness.
  “Refinancing”
means, with respect to any Debt or Indebtedness, any extension, refinancing,
renewal, replacement or refunding of such Debt or Indebtedness (or successive
extensions, refinancings, renewals, replacements or refundings of such Debt or
Indebtedness).
  “Registration
Rights Agreement” means any registration rights agreement entered into by
the Company relating to any Securities issued hereunder, including without
limitation, the Registration Rights Agreement, dated as of July 21, 2003, among
the Company and the Original Initial Purchasers.
  “Responsible
Officer” when used with respect to the Trustee means any vice president,
(whether or not designated by numbers or words added before or after the title
“vice president”) , any assistant vice president, or any other officer of the
Trustee customarily performing functions similar to those performed by the
persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of his knowledge of and familiarity
with the particular subject and who shall have direct responsibility for the
administration of this Indenture.
  “Restricted
Payment” means:
  (a)the declaration or
payment of any dividend or the making of any other distribution (other than
dividends or distributions payable solely in Qualified Capital Stock or in
options, rights or warrants to acquire Qualified Capital Stock) on shares of
Capital Stock of the Company;
  (b)the declaration or
payment of any dividend or the making of any other distribution on shares of the
Capital Stock of a Restricted Subsidiary to any Person (other than (i) to
the Company or any of its Subsidiaries, (ii) dividends or distributions
made by a Restricted Subsidiary on a pro rata basis to all stockholders of such
Restricted Subsidiary (or owners of an equivalent interest in the case of a
Restricted Subsidiary that is not a corporation) or (iii) dividends or
distributions payable solely in its Qualified Capital Stock or in options,
rights or warrants to acquire Qualified Capital Stock);
  -11-
 (c)the purchase,
redemption, retirement or other acquisition for value of any Capital Stock of
the Company held by Persons other than the Company or one of its Subsidiaries
(other than in exchange for Qualified Capital Stock of the Company or options,
rights or warrants to acquire Qualified Capital Stock of the Company);
or
  (d)the making of any
Investment (other than a Permitted Investment) in any
Person.
  “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”
means the Series A Securities, Series B Securities and any Additional
Securities.
  “SEC”
means the Securities and Exchange Commission.
  “Securities
Act” means the Securities Act of 1933, as amended, and any successor
statute.
  “Securities
Custodian” means the Trustee, as custodian with respect to the Securities
in global form, or any successor entity thereto.
  “Series
A Securities” means the Company’s 7 5/8% Series A Notes due 2010, to be
issued pursuant to this Indenture.
  “Series
B Securities” means the Company’s 7 5/8% Series B Notes due 2010, to be
issued pursuant to this Indenture in the Exchange Offer.
  “Shelf
Registration Statement” means the registration statement to be filed by
the Company, in connection with the offer and sale of Series A Securities or
Private Exchange Securities, pursuant to the Registration Rights
Agreement.
  “Standard
& Poor’s” means Standard & Poor’s, a division of The McGraw-Hill
Companies, Inc. and its successors.
  “Stated
Maturity” means, with respect to any security, the date specified in such
security as the fixed date on which the principal of such security is due and
payable, including pursuant to any mandatory redemption provision (but excluding
any provision providing for the repurchase of such security at the option of the
holder thereof upon the happening of any contingency unless such contingency has
occurred).
  -12-
 “Subsidiary”
of any Person means (a) a corporation a majority of whose capital stock with
voting power, under ordinary circumstances, to elect directors is at the time,
directly or indirectly, owned by such referent Person, by such referent Person
and a Subsidiary (or Subsidiaries) of such referent Person or by a Subsidiary
(or Subsidiaries) of such referent Person or (b) any Person (other than a
corporation) in which such referent Person, a Subsidiary (or Subsidiaries) of
such referent Person, or such referent Person and a Subsidiary (or Subsidiaries)
of such referent Person, directly or indirectly, at the date of determination
thereof has at least a majority ownership interest; provided
that no corporation shall be deemed a Subsidiary until such referent Person, a
Subsidiary (or Subsidiaries) of such referent Person or such referent Person and
a Subsidiary (or Subsidiaries) of such referent Person acquires more than 50% of
the outstanding voting stock thereof and has elected a majority of its Board of
Directors.
  “TIA”
means the Trust Indenture Act of 1939, as amended (15 U.S.C. Sections
77aaa-77bbbb), as in effect on the Initial Issue Date, except as provided in
Section 8.03 hereof.
  “Transfer
Restricted Securities” with respect to any Securities, means Registrable
Securities (as defined in the Registration Rights Agreement applicable to such
Securities).
  “Trustee”
means the party named as such above until a successor replaces it in accordance
with the applicable provisions of this Indenture and thereafter means the
successor serving hereunder.
  “U.S.
Government Obligations” means direct obligations of the United States for
the payment of which the full faith and credit of the United States is
pledged.
  “Weighted
Average Life to Maturity” means, when applied to any Debt at any date,
the number of years obtained by dividing (a) the sum of the products
obtained by multiplying (1) the amount of each then remaining installment,
sinking fund, serial maturity or other required payments of principal, including
payment at final maturity, in respect thereof, by (2) the number of years
(calculated to the nearest one-twelfth) that will elapse between such date and
the making of such payment, by (b) the then outstanding principal amount of
such Debt.
  “Western
Energy Settlement” means the agreement in principle, dated March 20,
2003, by and among El Paso, its Affiliates and various public and private
claimants, including the states of California, Washington, Oregon and Nevada,
and the definitive settlement agreements entered into on June 23, 2003 in
connection therewith, to resolve the principal litigation, claims and regulatory
proceedings against El Paso and its Affiliates relating to the sale or delivery
of natural gas and electricity from September 1996 to the date of such
settlement, (a) as in effect on the Initial Issue Date and (b) any amendment,
supplement or modification thereof.
  -13-
 Section
      1.02
              Other
      Definitions.
  Term
              
              Defined in
      Section“Affiliate
      Transaction”
              
              Section
      3.10(a)“Agent
      Members”
              
              Section
      2.01(c)“Authenticating
      Agent”
              
              Section
      2.02“Covenant
      Defeasance”
              
              Section
      7.03“DTC”
              
              Section
      2.03“Event
      of Default”
              
              Section
      5.01“Global
      Security”
              
              Section
      2.01(b)“incur”
              
              Section
      3.08(a)“Legal
      Defeasance”
              
              Section
      7.02“Paying
      Agent”
              
              Section
      2.03“Payment
      Default”
              
              Section
      3.09(a)(1)“Refinancing
      Debt”
              
              Section
      3.08(b)(5)“Registrar”
              
              Section
      2.03“Regulation
      S”
              
              Section
      2.01(b)“Rule
      144A”
              
              Section
      2.01(b)“Security
      Register”
              
              Section
      2.03
  Section
      1.03
              Incorporation
      by Reference of Trust Indenture
Act.
  Whenever this
Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture. The following TIA terms used in
this Indenture have the following meanings:
  “commission”
means the SEC;
  “indenture
securities” means the Securities;
  “indenture
security holder” means a Holder;
  “indenture
to be qualified” means this Indenture;
  “indenture
trustee” or “institutional trustee” means the Trustee; and
  “obligor”
on the indenture securities means the Company.
  All terms used in
this Indenture that are defined by the TIA, defined by a TIA reference to
another statute or defined by an SEC rule under the TIA have the meanings so
assigned to them.
  Section
      1.04
              Rules
      of Construction.
  Unless the context
otherwise requires:
  (a)a term has the
meaning assigned to it;
  -14-
 (b)an accounting term
not otherwise defined has the meaning assigned to it in accordance with
GAAP;
  (c)“or” is not
exclusive;
  (d)words in the
singular include the plural, and in the plural include the singular;
and
  (e)provisions apply to
successive events and transactions.
  ARTICLE
II
  THE
SECURITIES
  Section
      2.01
              Form
      and Dating.
  (a)General.  The
Securities and the Trustee’s certificate of authentication shall be
substantially in the form of Exhibit A to this Indenture, the terms of which are
hereby incorporated into this Indenture.  The Securities may have
notations, legends or endorsements required by law, securities exchange rule,
the Company’s certificate of incorporation, memorandum of association, articles
of association, other organizational documents, agreements to which the Company
is subject, if any, or usage; provided
that any such notation, legend or endorsement is in a form acceptable to the
Company. Each Security shall be dated the date of its
authentication.  The Securities shall be in registered form without
coupons and only in denominations of $1,000 and any integral multiples
thereof.  The terms and provisions contained in the Securities shall
constitute, and are hereby expressly made, a part of this Indenture and to the
extent applicable, the Company and the Trustee, by their execution and delivery
of this Indenture, expressly agree to such terms and provisions and to be bound
thereby.
  (b)Global
Securities.  Series A Securities offered and sold to a QIB in
reliance on Rule 144A under the Securities Act (“Rule
144A”) or in reliance on Regulation S under the Securities Act (“Regulation
S”) shall be issued initially in the form of one or more permanent global
Securities in definitive, fully registered form without interest coupons with
the global securities legend and restricted securities legend set forth in
Section 2.06 (each, a “Global
Security”), which shall be deposited on behalf of the purchasers of the
Series A Securities represented thereby with the Trustee, at its New York
office, as custodian for the Depositary (or with such other custodian as the
Depositary may direct), and registered in the name of the Depositary or a
nominee of the Depositary, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The aggregate principal amount of the Global
Securities may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depositary or its nominee as hereinafter
provided.
  (c)Book-entry
Provisions.  This Section 2.01(c) shall apply only to a Global
Security deposited with or on behalf of the Depositary.
  -15-
 The Company shall
execute and the Trustee shall, in accordance with this Section 2.01(c),
authenticate and deliver initially one or more Global Securities that (i) shall
initially be registered in the name of the Depositary for such Global Security
or Global Securities or the nominee of such Depositary and (ii) shall be
delivered by the Trustee to such Depositary or pursuant to such Depositary’s
instructions or held by the Trustee as custodian for the
Depositary.
  Members of, or
participants in (“Agent
Members”), the Depositary (including Euroclear and Clearstream) shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depositary or by the Trustee as the custodian of the
Depositary or under such Global Security, and the Depositary may be treated by
the Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or impair, as between the Depositary and its Agent Members, the operation of
customary practices of such Depositary governing the exercise of the rights of a
holder of a beneficial interest in any Global Security.
  (d)Certificated
Securities.  Except as provided in this Section 2.01 or Section
2.06, owners of beneficial interests in Global Securities will not be entitled
to receive physical delivery of certificated Securities.
  (e)Euroclear
and Clearstream Procedures Applicable.  The provisions of the
“Operating Procedures of the Euroclear System” and “Terms and Conditions
Governing Use of Euroclear” and the equivalent procedures of Clearstream shall
be applicable to transfers of beneficial interests in Global Securities that are
held by Agent Members (as defined below) through Euroclear or
Clearstream.
  (f)Additional
Securities.  Subject to compliance with the provisions of
Section 3.08, the Company may issue Additional Securities under this Indenture
after the Initial Issue Date in an unlimited aggregate principal
amount.
  Section
      2.02
              Execution
      and Authentication.
  One Officer of the
Company shall sign the Securities on behalf of the Company by manual or
facsimile signature.  The Company’s seal may be (but shall not be
required to be) impressed, affixed, imprinted or reproduced on the Securities
and may be in facsimile form.
  If an Officer of
the Company whose signature is on a Security no longer holds that office at the
time the Security is authenticated, the Security shall be valid
nevertheless.
  A Security shall
not be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose until authenticated by the manual signature of an authorized
signatory of the Trustee, which signature shall be conclusive evidence that the
Security has been authenticated under this Indenture.
  -16-
 The Trustee shall
authenticate (a) for original issue on the Initial Issue Date, Series A
Securities in the aggregate principal amount of $355,000,000, (b) Series B
Securities for original issue, pursuant to any Exchange Offer or Private
Exchange, for a like principal amount of Series A Securities and (c) subject to
Section 3.08 hereof, any amount of Additional Securities specified by the
Company, in each case, upon a written order of the Company signed by one Officer
of the Company.  Such order shall specify (i) the amount of the
Securities to be authenticated and the date of original issue thereof, and (ii)
whether the Securities are Series A Securities or Series B
Securities.  The aggregate principal amount of Securities of any
series outstanding at any time may not exceed the aggregate principal amount of
Securities of such series authorized for issuance by the Company pursuant to one
or more written orders of the Company, except as provided in Section 2.08
hereof.
  The Trustee may
appoint an authenticating agent (the “Authenticating
Agent”) reasonably acceptable to the Company to authenticate
Securities.  Unless limited by the terms of such appointment, an
Authenticating Agent may authenticate Securities whenever the Trustee may do
so.  Each reference in this Indenture to authentication by the Trustee
includes authentication by such Authenticating Agent.  An
Authenticating Agent has the same rights as an Agent to deal with the Company,
or an Affiliate of the Company.
  The Series A
Securities and the Series B Securities shall be considered collectively to be a
single class for all purposes of this Indenture, including, without limitation,
waivers, amendments, redemptions and offers to purchase.
  Section
      2.03
              Registrar
      and Paying Agent.
  The Company shall
maintain or cause to be maintained an office or agency where Securities may be
presented for registration of transfer or exchange (“Registrar”)
and an office or agency located in the Borough of Manhattan, The City of New
York, State of New York where Securities may be presented for payment (“Paying
Agent”).  The Registrar shall keep a register of the Securities
and of their transfer and exchange (the “Security
Register”).  The Company may appoint one or more co-Registrars
and one or more additional Paying Agents.  The term “Registrar”
includes any co-Registrar and the term “Paying
Agent” includes any additional Paying Agents.
  The Company may
enter into an appropriate agency agreement with any Agent not a party to this
Indenture.  The agreement shall implement the provisions of this
Indenture that relate to such Agent.  The Company shall give prompt
written notice to the Trustee of the name and address of any such
Agent.  The Company may change any Paying Agent, Registrar or
co-Registrar without notice to any Holder.  If the Company fails to
appoint or maintain another entity as Registrar or Paying Agent, the Trustee
shall act as such.  The Company or any of its Subsidiaries may act as
Paying Agent or Registrar.
  -17-
 The Company
initially appoints the Trustee as Registrar and Paying Agent.
  The Company
initially appoints The Depository Trust Company (“DTC”)
to act as Depositary with respect to each Global Security.
  Section
      2.04
              Paying
      Agent to Hold Money in Trust.
  The Company shall
require each Paying Agent other than the Trustee to agree in writing that the
Paying Agent will hold in trust for the benefit of Holders or the Trustee all
money held by the Paying Agent for the payment of principal of, or premium, if
any, or interest on the Securities, whether such money shall have been paid to
it by the Company and will notify the Trustee of any default by the Company in
making any such payment.  While any such default continues, the
Trustee may require a Paying Agent to pay all money held by it to the Trustee
and to account for any funds disbursed.  The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee and to account
for any funds disbursed.  Upon payment over to the Trustee and upon
accounting for any funds disbursed, the Paying Agent (if other than the Company
or a Subsidiary of the Company) shall have no further liability for the
money.  If the Company or a Subsidiary of the Company acts as Paying
Agent, it shall segregate and hold in a separate trust fund for the benefit of
the Holders all money held by it as Paying Agent.
  Section
      2.05
              Holder
      Lists.
  The Trustee shall
preserve in as current a form as is reasonably practicable the most recent list
available to it of the names and addresses of Holders and shall otherwise comply
with TIA Section 312(a).  If the Trustee is not the Registrar, the
Company shall furnish to the Trustee at least seven Business Days before each
Interest Payment Date, and at such other times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Holders, and the Company shall otherwise
comply with TIA Section 312(a).
  Section
      2.06
              Transfer
      and Exchange.
  (a)Transfer and
Exchange of Global Securities.
  (i)The transfer and
exchange of Global Securities or beneficial interests therein shall be effected
through the Depositary, in accordance with this Indenture (including applicable
restrictions on transfer set forth herein, if any) and the procedures of the
Depositary therefor. A transferor of a beneficial interest in a Global Security
shall deliver to the Registrar a written order given in accordance with the
Depositary’s procedures containing information regarding the participant account
of the Depositary to be credited with a beneficial interest in the Global
Security. The Registrar shall, in accordance with such instructions, instruct
the Depositary to credit to the account of the Person specified in such
instructions a beneficial interest in the Global Security and to debit the
account of the Person making the transfer the beneficial interest in the Global
Security being transferred.
  -18-
 (ii)Notwithstanding any
other provisions of this Indenture (other than the provisions set forth in
Section 2.07), a Global Security may not be transferred as a whole except by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary.
  Each Holder of a
Security agrees to indemnify the Company and the Trustee against any liability
that may result from the transfer, exchange or assignment of such Holder’s
Security in violation of any provision of this Indenture and/or applicable
United States federal or state securities law.
  (iii)If a Global
Security is exchanged for Securities in definitive registered form pursuant to
this Section 2.06 or Section 2.07, prior to the consummation of an Exchange
Offer or prior to or in a transfer made pursuant to an effective Shelf
Registration Statement with respect to such Securities, such Securities may be
exchanged only in accordance with such procedures as are substantially
consistent with the provisions of this Section 2.06 (including the certification
and other requirements set forth on the reverse of the Series A Securities
intended to ensure that such transfers comply with Rule 144A or Regulation S, as
the case may be, or are otherwise in compliance with the requirements of the
Securities Act) and such other procedures as may from time to time be adopted by
the Company.
  (b)Legend.
  (i)Except as permitted
by the following paragraphs (ii), (iii) and (iv), each Security certificate
evidencing the Global Securities (and all Securities issued in exchange therefor
or in substitution thereof) shall bear a legend in substantially the following
form:
  [(1)           THIS
SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES
ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM.  EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT
THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS
OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER.
  -19-
 (2)           THE
HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS
SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN
THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (IV) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (V) TO AN
INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS ACQUIRING THE SECURITY FOR
ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED
INVESTOR” FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE
IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, IN EACH
OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT
HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE
RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE.
  (3)           AGREES
THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN
IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND;
AND
  (4)           AGREES
THAT, BEFORE THE HOLDER OFFERS, SELLS OR OTHERWISE TRANSFERS THIS SECURITY, EL
PASO NATURAL GAS COMPANY MAY REQUIRE THE HOLDER OF THIS SECURITY TO DELIVER A
WRITTEN OPINION, CERTIFICATIONS AND/OR OTHER INFORMATION THAT IT REASONABLY
REQUIRES TO CONFIRM THAT SUCH PROPOSED TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES.
  AS USED IN THIS SECURITY, THE TERMS
“OFFSHORE
TRANSACTION,” “U.S.
PERSON” AND “UNITED
STATES” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER
THE SECURITIES ACT.]1
  (ii)Upon any sale or
transfer of a Transfer Restricted Security (including any Transfer Restricted
Security represented by a Global Security) pursuant to Rule 144 under the
Securities Act, in the case of any Transfer Restricted Security that is
represented by a Global Security, the Registrar shall permit the Holder thereof
to exchange such Transfer Restricted Security for a certificated Security that
does not bear the legend set forth above and rescind any restriction on the
transfer of such Transfer Restricted Security, if the Holder certifies in
writing to the Registrar that its request for such exchange was made in reliance
on Rule 144 (such certification to be in the form set forth on the reverse of
the Security).
 1
                  These
      paragraphs should be included only if the Security is a Transfer
      Restricted Security.
 -20-
 (iii)After a transfer of
any Series A Securities or Private Exchange Securities during the period of the
effectiveness of and pursuant to a Shelf Registration Statement with respect to
such Series A Securities or Private Exchange Securities, as the case may be, but
nevertheless subject to Section 2.07(a), all requirements pertaining to legends
on such Series A Security or such Private Exchange Security will cease to apply,
the requirements requiring any such Series A Security or such Private Exchange
Security issued to certain Holders be issued in global form will cease to apply,
and a certificated Series A Security or Private Exchange Security without
legends will be available to the transferee of the Holder of such Series A
Securities or Private Exchange Securities upon exchange of such transferring
Holder’s certificated Series A Security or Private Exchange Security or
directions to transfer such Holder’s interest in the Global Security, as
applicable.
  (iv)Upon the
consummation of an Exchange Offer with respect to the Series A Securities
pursuant to which Holders of such Series A Securities are offered Series B
Securities in exchange for their Series A Securities, but nevertheless subject
to Section 2.07(a), all requirements pertaining to such Series A Securities that
Series A Securities issued to certain Holders be issued in global form will
cease to apply and certificated Series A Securities with the restricted
securities legend set forth in Section 2.06(b)(i) will be available to Holders
of such Series A Securities that do not exchange their Series A Securities, and
Series B Securities in certificated or global form will be available to Holders
that exchange such Series A Securities in such Exchange
Offer.
  (v)Upon the
consummation of a Private Exchange with respect to the Series A Securities
pursuant to which Holders of such Series A Securities are offered Private
Exchange Securities in exchange for their Series A Securities, all requirements
pertaining to such Series A Securities that Series A Securities issued to
certain Holders be issued in global form will still apply, and Private Exchange
Securities in global form with the restricted securities legend set forth in
Section 2.06(b)(i) will be available to Holders that exchange such Series A
Securities in such Private Exchange.
  (c)Cancellation
or Adjustment of Global Security. At such time as all beneficial
interests in a Global Security have either been exchanged for certificated
Securities, redeemed, repurchased or canceled, such Global Security shall be
returned to the Depositary for cancellation or retained and canceled by the
Trustee. At any time prior to such cancellation, if any beneficial interest in a
Global Security is exchanged for certificated Securities, redeemed, repurchased
or canceled, the principal amount of Securities represented by such Global
Security shall be reduced and an adjustment shall be made on the books and
records of the Trustee (if it is then the Securities Custodian for such Global
Security) with respect to such Global Security, by the Trustee or the Securities
Custodian, to reflect such reduction.
  -21-
 (d)Obligations
with Respect to Transfers and Exchanges of Securities.
  (i)To permit
registrations of transfers and exchanges, the Company shall execute and the
Trustee shall authenticate certificated Securities and Global Securities at the
Registrar’s or co-Registrar’s request.  No service charge shall be
made for any registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any transfer tax, assessments, or similar
governmental charge payable in connection therewith (other than any such
transfer taxes, assessments or similar governmental charge payable upon exchange
or transfer pursuant to Section 8.05 and Section 9.06).
  (ii)The Registrar or
co-Registrar shall not be required to register the transfer of or exchange of
(1) any certificated Security selected for redemption in whole or in part
pursuant to Article IX, except the unredeemed portion of any certificated
Security being redeemed in part, or (2) any Security for a period beginning 15
Business Days before the mailing of a notice of an offer to repurchase or redeem
Securities or 15 Business Days before an interest payment
date.
  (iii)Prior to the due
presentation for registration of transfer of any Security, the Company, the
Trustee, the Paying Agent, the Registrar or any co-Registrar may deem and treat
the Person in whose name a Security is registered as the absolute owner of such
Security for the purpose of receiving payment of principal of, premium, if any,
and interest and Liquidated Damages, if any, on such Security and for all other
purposes whatsoever, whether or not such Security is overdue, and none of the
Company, the Trustee, the Paying Agent, the Registrar or any co-Registrar shall
be affected by notice to the contrary.
  (iv)All Securities
issued upon any transfer or exchange pursuant to the terms of this Indenture
shall evidence the same debt and shall be entitled to the same benefits under
this Indenture as the Securities surrendered upon such transfer or
exchange.
  (e)No
Obligation of the Trustee.
  (i)The Trustee shall
have no responsibility or obligation to any beneficial owner of a Global
Security, any Agent Member or other Person with respect to the accuracy of the
records of the Depositary or its nominee or of any participant or member
thereof, with respect to any ownership interest in the Securities or with
respect to the delivery to any participant, member, beneficial owner or other
Person (other than the Depositary) of any notice (including any notice of
redemption) or the payment of any amount, under or with respect to such
Securities. All notices and communications to be given to the Holders and all
payments to be made to Holders under the Securities shall be given or made only
to or upon the order of the registered Holders (which shall be the Depositary or
its nominee in the case of a Global Security). The rights of beneficial owners
in any Global Security shall be exercised only through the Depositary subject to
the applicable rules and procedures of the Depositary. The Trustee may rely
conclusively and shall be fully protected in relying upon information furnished
by the Depositary with respect to its members, participants and any beneficial
owners.
  -22-
 (ii)The Trustee shall
have no obligation or duty to monitor, determine or inquire as to compliance
with any restrictions on transfer imposed under this Indenture or under
applicable law with respect to any transfer of any interest in any Security
(including any transfers between or among Agent Members or beneficial owners in
any Global Security) other than to require delivery of such certificates and
other documentation or evidence as are expressly required by, and to do so if
and when expressly required by, the terms of this Indenture, and to examine the
same to determine substantial compliance as to form with the express
requirements hereof.
  Section
      2.07
              Certificated
      Securities.
  (a)A Global Security
deposited with the Depositary or with the Trustee as custodian for the
Depositary pursuant to Section 2.01 shall be transferred to the beneficial
owners thereof in the form of certificated Securities in an aggregate principal
amount equal to the principal amount of such Global Security, in exchange for
such Global Security, only if such transfer complies with Section 2.06 and (i)
the Depositary notifies the Company that it is unwilling or unable to continue
as Depositary for such Global Security or if at any time such Depositary ceases
to be a “clearing agency” registered under the Exchange Act and a successor
depositary is not appointed by the Company within 90 days of such notice, or
(ii) the Company, in its sole discretion, notifies the Trustee in writing that
it elects to cause the issuance of certificated Securities under this
Indenture.
  (b)Any Global Security
that is transferred to the beneficial owners thereof pursuant to this Section
2.07 shall be surrendered by the Depositary to the Trustee at its office located
in the Borough of Manhattan, The City of New York, to be so transferred, in
whole or from time to time in part, without charge, and the Trustee shall
authenticate and deliver, upon such transfer of each portion of such Global
Security, an equal aggregate principal amount of certificated Securities of
authorized denominations. Any portion of a Global Security transferred pursuant
to this Section shall be executed, authenticated and delivered only in
denominations of $1,000 and any integral multiple thereof and registered in such
names as the Depositary shall direct. Any certificated Series A Security
delivered in exchange for an interest in the Global Security shall, except as
otherwise provided by Section 2.06(d), bear the restricted securities legend set
forth in Section 2.06(b).
  -23-
 (c)Subject to the
provisions of Section 2.06(b), the registered Holder of a Global Security may
grant proxies and otherwise authorize any Person, including Agent Members and
Persons that may hold interests through Agent Members, to take any action which
a Holder is entitled to take under this Indenture or the
Securities.
  (d)If either of the
events specified in Section 2.07(a) occurs, the Company shall promptly make
available to the Trustee a reasonable supply of certificated Securities in
definitive, fully registered form without interest coupons.
  (e)If a certificated
Security issued pursuant to this Section 2.07 is exchanged for another
certificated Security prior to the consummation of an Exchange Offer or prior to
or in a transfer made pursuant to an effective Shelf Registration Statement with
respect to such Securities, such Securities may be exchanged only in accordance
with such procedures as are substantially consistent with the provisions of (i)
Section 2.06(a)(iii) (including the certification and other requirements set
forth on the reverse of the Series A Securities intended to ensure that such
transfers comply with Rule 144A or Regulation S, as the case may be, or are
otherwise in compliance with the requirements of the Securities Act) and such
other procedures as may from time to time be adopted by the Company and (ii)
Section 2.06(b).
  Section
      2.08
              Replacement
      Securities.
  If any mutilated
Security is surrendered to the Trustee, or the Company and the Trustee receive
evidence to their satisfaction of the destruction, loss or theft of any
Security, the Company shall issue and the Trustee shall authenticate
a  replacement Security, but only if the Trustee’s requirements are
met.  Such Holder must furnish an indemnity bond that is sufficient in
the judgment of the Trustee and the Company to protect the Company, the Trustee,
any Agent or any authenticating agent from any loss which any of them may suffer
if a Security is replaced.  The Company and the Trustee may charge for
their expenses in replacing a Security.  If, after the delivery of
such replacement Security, a bona fide purchaser of the original Security in
lieu of which such replacement Security was issued presents for payment or
registration such original Security, the Trustee shall be entitled to recover
such replacement Security from the Person to whom it was delivered or any Person
taking therefrom, except a bona fide purchaser, and shall be entitled to recover
upon the security or indemnity provided therefor to the extent of any loss,
damage, cost or expense incurred by the Trustee or the Company in connection
therewith.
  Every replacement
Security is an additional obligation of the Company.
  Section
      2.09
              Outstanding
      Securities.
  The Securities
outstanding at any time are all the Securities authenticated by the Trustee
except for those canceled by it, those delivered to it for cancellation, those
reductions in the interest in a Global Security effected by the Trustee
hereunder and those described in this Section 2.09 as not outstanding; provided,
however,
that in determining whether the holders of the requisite principal amount of
outstanding Securities are present at a meeting of holders of Securities for
quorum purposes or have consented to or voted in favor of any request, demand,
authorization, direction, notice, consent, waiver, amendment or modification
hereunder, Securities held for the account of the Company, any of its
Subsidiaries or any of their respective Affiliates shall be disregarded and
deemed not to be outstanding, except that in determining whether the Trustee
shall be protected in making such a determination or relying upon any such
quorum, consent or vote, only Securities which a Responsible Officer of the
Trustee actually knows to be so owned shall be so disregarded.
  -24-
 If a Security is
replaced pursuant to Section 2.08 hereof, it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Security is held by
a bona fide purchaser.
  A Security with
respect to which the Company has effected defeasance or covenant defeasance
ceases to be outstanding except to the extent provided in Sections 7.02 and
7.03.
  If the principal
amount of any Security is considered paid under Section 3.01 hereof, it ceases
to be outstanding and interest on it ceases to accrue.
  Except as set forth
in Section 2.10 hereof, a Security does not cease to be outstanding because the
Company or any of its Affiliates holds the Security.
  Section
      2.10
              Treasury
      Securities.
  In determining
whether the Holders of the required principal amount of Securities have
concurred in any direction, waiver or consent, Securities owned by the Company
or any of its Affiliates shall be disregarded, except that for the purpose of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Securities which a Responsible Officer of the
Trustee actually knows are so owned shall be so disregarded.
  Section
      2.11
              Temporary
      Securities.
  Until definitive
Securities are ready for delivery, the Company may prepare and the Trustee shall
authenticate temporary Securities. Temporary Securities shall be substantially
in the form of definitive Securities, but may have variations that the Company
considers appropriate for temporary Securities.  Without unreasonable
delay, the Company shall prepare and the Trustee shall authenticate definitive
Securities in exchange for temporary Securities.  Until so exchanged,
the temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.
  Section
      2.12
              Cancellation.
  The Company at any
time may deliver Securities to the Trustee for cancellation.  The
Registrar and the Paying Agent shall forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange or
payment.  The Trustee shall cancel all Securities surrendered for
registration of transfer, exchange, payment, replacement or
cancellation.  All canceled Securities held by the Trustee shall be
disposed of in accordance with the usual disposal procedures of the
Trustee.  The Company may not issue new Securities to replace
Securities that have been paid or that have been delivered to the Trustee for
cancellation.
  -25-
 Section
      2.13
              Defaulted
      Interest.
  If the Company
defaults in a payment of interest on the Securities, it shall pay the defaulted
interest in any lawful manner plus, to the extent lawful, interest on the
defaulted interest, in each case at the rate provided in the Securities and in
Section 3.01 hereof.  The Company may pay the defaulted interest to
the Persons who are Holders on a subsequent special record date.  At
least 15 days before any special record date, the Company (or the Trustee, in
the name of and at the expense of the Company) shall mail to Holders a notice
that states the special record date, the related payment date and the amount of
such interest to be paid.
  Section
      2.14
              Persons
      Deemed Owners.
  The Company, the
Trustee, any Agent and any authenticating agent may treat the Person in whose
name any Security is registered as the owner of such Security for the purpose of
receiving payments of principal of, or premium, if any, or interest on such
Security and for all other purposes.  None of the Company, the
Trustee, any Agent or any authenticating agent shall be affected by any notice
to the contrary.
  Section
      2.15
              CUSIP
      Numbers.
  The Company in
issuing the Securities may use “CUSIP” numbers (if then generally in use), and,
if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a
convenience to Holders; provided
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities,  and any such
redemption shall not be affected by any defect in or omission of such
numbers.  The Company shall promptly notify the Trustee of any change
in the “CUSIP” numbers.
  ARTICLE
III
  COVENANTS
  Section
      3.01
              Payment
      of Securities.
  The Company shall
pay the principal of and premium, if any, Liquidated Damages, if any, and
interest on the Securities on the dates and in the manner provided in the
Securities and in this Indenture.  Principal, premium, if any,
Liquidated Damages, if any, and interest shall be considered paid on the date
due if the Paying Agent, other than the Company or a Subsidiary of the Company,
holds by 11:00 a.m., New York City time, on that date money deposited by the
Company designated for and sufficient to pay all principal, premium, if any,
Liquidated Damages, if any, and interest then due.
  -26-
 To the extent
lawful, the Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal, premium, if any,
Liquidated Damages, if any, and interest payments (without regard to any
applicable grace period) at a rate equal to the then applicable interest rate on
the Securities.
  Section
      3.02
              Maintenance
      of Office or Agency.
  The Company shall
maintain, in the Borough of Manhattan, The City of New York, an office or agency
(which may be an office of the Trustee, the Registrar or the Paying Agent) where
Securities may be presented for registration of transfer or exchange, where
Securities may be presented for payment and where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be
served.  Unless otherwise designated by the Company by written notice
to the Trustee, such office or agency shall be the principal office of the
Trustee in the Borough of Manhattan, The City of New York, which, on the date
hereof, is located at the address set forth in Section 10.02
hereof.  The Company shall give prompt written notice to the Trustee
of the location, and any change in the location, of such office or
agency.  If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee.
  The Company may
also from time to time designate one or more other offices or agencies where the
Securities may be presented or surrendered for any or all such purposes and may
from time to time rescind such designations; provided,
however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in the Borough of Manhattan,
The City of New York for such purposes.  The Company shall give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.  The
Company hereby designates the Corporate Trust Office of the Trustee as one such
office or agency of the Company in accordance with Section 2.03
hereof.
  Section
      3.03
              SEC
      Reports; Financial Statements.
  (a)Notwithstanding
that the Company may not be required to remain subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file
with the SEC and provide the Trustee with, and the Trustee shall mail to any
Holder requesting copies of, such annual and quarterly reports and such
information, documents and other reports specified in Sections 13 and 15(d) of
the Exchange Act within 15 days after the date it is required (or would
otherwise have been required) to file such reports, information and
documents.
  (b)In addition,
whether or not required by the rules and regulations of the SEC, the Company
shall file a copy of all such information and reports with the SEC for public
availability (unless the SEC will not accept such filing). In addition, the
Company shall furnish to the Holders and to prospective investors, upon the
requests of Holders, any information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act so long as the Securities are not freely
transferable under the Securities Act.
  -27-
 (c)The Company shall
provide the Trustee with a sufficient number of copies of all reports and other
documents and information that the Trustee may be required to deliver to Holders
under clause (a) of this Section 3.03.
  (d)Delivery of such
reports, information and documents to the Trustee is for informational purposes
only and the Trustee’s receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information contained
therein, including the Company’s compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers’
Certificates).
  Section
      3.04
              Compliance
      Certificate.
  (a)The Company shall
deliver to the Trustee, within 90 days after the end of each fiscal year of the
Company, a statement signed by two Officers of the Company (one of whom shall be
the principal financial, principal accounting or principal executive officer of
the Company), which statement need not constitute an Officers’ Certificate,
complying with TIA Section 314(a)(4) and stating that in the course of
performance by the signing Officers of the Company of their duties as such
Officers, they would normally obtain knowledge of the keeping, observing,
performing and fulfilling by the Company, of its obligations under this
Indenture, and further stating, as to each such Officer signing such statement,
that to the best of his or her knowledge, the Company has kept, observed,
performed and fulfilled each and every covenant contained in this Indenture and
is not in default in the performance or observance of any of the terms,
provisions and conditions hereof (or, if a Default or Event of Default shall
have occurred, describing all such Defaults or Events of Default of which such
Officer may have knowledge and what action the Company is taking or proposes to
take with respect thereto).
  (b)The Company shall,
so long as any of the Securities are outstanding, deliver to the Trustee,
forthwith upon any Officer of the Company becoming aware of any Default or Event
of Default under this Indenture, an Officers’ Certificate specifying such
Default or Event of Default and what action the Company is taking or proposes to
take with respect thereto.
  Section
      3.05
              Limitation
      on Liens.
  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 Indebtedness 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
Indebtedness so long as such Indebtedness shall be so secured. This restriction
shall not apply to:
  -28-
 (a)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;
  (b)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
Indebtedness incurred to finance such purchase price, whether such Indebtedness
was incurred prior to, at the time of or within one year of such
acquisition;
  (c)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);
  (d)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;
  (e)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;
  (f)any Lien on
property to secure all or part of the cost of  construction or
improvements thereon or to secure Indebtedness 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;
  (g)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;
  (h)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;
  (i)any Lien in
favor of the Company or any Restricted Subsidiary;
  (j)any Lien
created or assumed by the Company or any Restricted  Subsidiary in
connection with the issuance of Indebtedness the interest on which is excludable
from gross income of the holder of such Indebtedness 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 Restricted
Subsidiary;
  -29-
 (k)any Lien upon
property or assets of any foreign Restricted Subsidiary to secure Indebtedness
of that foreign Restricted Subsidiary;
  (l)Permitted
Liens;
  (m)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 (a) through (l), inclusive, of this Section;
or
  (n)any Refinancing of
any Lien, in whole or in part, that is referred to in clauses (a) through (m),
inclusive, of this Section, or of any Indebtedness secured thereby; provided,
however, that the principal amount of Indebtedness secured thereby shall
not exceed the greater of the principal amount of Indebtedness so secured at the
time of such Refinancing and the original principal amount of Indebtedness 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
Refinancing); provided,
further, however, that such Refinancing shall be limited to all or a part
of the property (including improvements, alterations and repairs on such
property) subject to the encumbrance so Refinanced (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 other
Lien upon any Principal Property to secure any Indebtedness of the Company or
any other Person (other than the Securities) that is not excepted by clauses (a)
through (n), inclusive, of this Section without securing the Securities issued
hereunder; provided
that the aggregate principal amount of all Indebtedness then outstanding secured
by such other Lien and all other similar Liens, together with all net sale
proceeds from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions
permitted by clauses (a) through (d), inclusive, of Section 3.06), does not
exceed 15% of Consolidated Net Tangible Assets.
  Section
      3.06
              Limitation
      on Sale-Leaseback Transactions.
  The Company will
not, nor will it permit any Restricted Subsidiary to, engage in a Sale-Leaseback
Transaction unless:
  (a)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;
  -30-
 (b)the
Sale-Leaseback Transaction involves a lease for a period, including renewals, of
not more than three years;
  (c)the Company
or such Restricted Subsidiary would be entitled to incur Indebtedness 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
  (d)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 (i) the repayment,
redemption or retirement of Funded Debt of the Company or any such Restricted
Subsidiary, or (ii) investment in another Principal
Property.
  Notwithstanding
the foregoing provisions of this Section, the Company may, and may permit any
Restricted Subsidiary to, effect any other Sale-Leaseback Transaction that is
not excepted by clauses (a) through (d), inclusive, of this Section; provided
that the net sale proceeds from such other Sale-Leaseback Transaction, together
with the aggregate principal amount of then outstanding Indebtedness (other than
the Securities) secured by Liens upon Principal Properties not excepted by
clauses (a) through (n), inclusive, of Section 3.05, do not exceed 15% of
Consolidated Net Tangible Assets.
  Section
      3.07
              Limitation
      on Restricted Payments.
  (a)The Company shall
not, and shall not cause or permit any of its Restricted Subsidiaries to,
directly or indirectly, make any Restricted Payment if at the time of that
Restricted Payment and immediately after giving effect to that Restricted
Payment:
  (i)a Default or Event
of Default will have occurred and be continuing or would result from that
Restricted Payment;
  (ii)the Company is not
able to incur an additional $1.00 of Debt pursuant to the Consolidated Debt to
EBITDA Ratio under Section 3.08; or
  (iii)the aggregate
amount of the Restricted Payment and all other Restricted Payments declared or
made subsequent to the date the Securities are first issued would exceed the sum
of:
  (1)100% of the
Company’s Operating Cash Flow accrued subsequent to January 1, 2003 to the most
recent date for which financial information is available to the Company, taken
as one accounting period (or if the aggregate amount of Operating Cash Flow for
such period shall be a deficit, minus 100% of such deficit);
plus
  -31-
 (2)100% of the
aggregate net proceeds, including the net fair market value of property or
securities other than cash as determined by the Company’s Board of Directors in
good faith, received subsequent to the date the Securities are first issued from
any Person, other than one of the Company’s Subsidiaries, from (x) the
issue or sale of the Company’s Equity Interests (other than Disqualified Capital
Stock) (including, without limitation, in a merger, consolidation, acquisition
of property or any other form of transaction to the extent the consideration
involved consists of Capital Stock (other than Disqualified Capital Stock)) or
(y) the issue or sale of the Company’s Disqualified Capital Stock or debt
securities of the Company or those of any of its Restricted Subsidiaries that
have been converted into or exchanged for the Company’s Equity Interests (other
than Disqualified Capital Stock) (including, without limitation, in a merger,
consolidation, acquisition of property or any other form of transaction to the
extent the consideration involved consists of Capital Stock (other than
Disqualified Capital Stock)) subsequent to the date the Securities are first
issued; plus
  (3)an amount equal to
the sum, without duplication, of:
  a.the net reduction
in Investments (other than Permitted Investments) made by the Company or any of
its Restricted Subsidiaries in any Person resulting from repurchases, repayments
or redemptions of that Investment by that Person;
  b.proceeds realized
on the sale of that Investment to an unaffiliated
purchaser;  and
  c.proceeds
representing the return of capital (excluding dividends and
distributions),
  in
each case received by the Company or any of the Company’s Subsidiaries;
plus
  (4)an amount equal to
the sum without limitation, of any amounts, including the net fair market value
of property other than cash as determined by the Company’s Board of Directors in
good faith, received by the Company or any of the Company’s Subsidiaries as a
capital contribution (including, without limitation, in a merger, consolidation,
acquisition of property or any other form of transaction to the extent the
consideration involved consists of Capital Stock (other than Disqualified
Capital Stock)) subsequent to the date the Securities are first issued;
plus
  (5)$150
million.
  (b)The provisions of
Section 3.07(a) shall not prohibit:
  -32-
 (i)the payment of any
dividend or the making of any distribution within 60 days after the date of its
declaration if the dividend or distribution would have been permitted on the
date it is declared;
  (ii)the purchase,
redemption or other acquisition or retirement of any of the Company’s Capital
Stock or any warrants, options or other rights to acquire shares of any of that
Capital Stock either:
  (1)solely in exchange
for shares of Qualified Capital Stock or other warrants, options or rights to
acquire Qualified Capital Stock,
  (2)through the
application of the net proceeds of a substantially concurrent sale for cash,
other than to one of the Company’s Subsidiaries, of shares of Qualified Capital
Stock or warrants, options or other rights to acquire Qualified Capital Stock,
or
  (3)in the case of
Disqualified Capital Stock, solely in exchange for, or through the application
of the net proceeds of a substantially concurrent sale for cash, other than to
one of the Company’s Subsidiaries, of Disqualified Capital
Stock;
  (iii)repurchases of
Capital Stock, warrants, options or rights to acquire Capital Stock deemed to
occur upon exercise of warrants, options or rights to acquire Capital Stock if
such Capital Stock, warrants, options or rights represent a portion of the
exercise price of such warrants, options or rights;
  (iv)payments or
distributions, directly or indirectly through any direct or indirect parent of
the Company, to dissenting stockholders pursuant to applicable law or in
connection with the settlement or other satisfaction of legal claims made
pursuant to or in connection with a consolidation, merger or transfer of
assets;
  (v)cash payments in
lieu of the issuance of fractional shares;
  (vi)payments of
dividends, distributions or other amounts by the Company to fund the payment by
any of the Company’s direct or indirect parent companies or other Affiliates of
administrative, legal, financial, accounting or other similar expenses relating
to such parent’s direct or indirect ownership of the Company and to pay other
corporate overhead expenses relating to such ownership interest, including
directors’ fees, indemnifications and similar arrangements, so long as such
payments are fair and reasonable and are paid as and when needed by any such
direct or indirect parent company;
  (vii)any transfers by
the Company or any of its Restricted Subsidiaries pursuant to the cash
management program of El Paso and its Subsidiaries consistent with past
practices;
  -33-
 (viii)any payment,
guarantee or other similar arrangement by the Company or any of its Subsidiaries
in connection with, related to or arising from the Western Energy Settlement;
and
  (ix)any payment,
guarantee or other similar arrangement by the Company or any of its Subsidiaries
in connection with, related to or arising from El Paso’s $3 Billion Facility and
any Refinancing thereof and/or El Paso’s Other Financings and any Refinancing
thereof; provided,
however, that the Company shall not make any payment, guarantee or other
similar arrangement jointly and severally with El Paso in connection with a
Refinancing of El Paso’s $3 Billion Facility subsequent to the date that is the
later of (1) August 19, 2003 and (2) the date on which the Company is no longer
jointly and severally liable for any amounts outstanding under El Paso’s $3
Billion Facility.
  In determining the
aggregate amount of Restricted Payments made subsequent to the date the
Securities are first issued, amounts expended pursuant to clauses (i) and (v) of
Section 3.07(b) shall be included in such calculation.
  (c)The amount of all
Restricted Payments (other than cash) shall be the fair market value on the date
of such Restricted Payment of the asset(s) or securities proposed to be paid,
transferred or issued by the Company or any of its Restricted Subsidiaries, as
the case may be, pursuant to such Restricted Payment.  The fair market
value of any non-cash Restricted Payment shall be determined conclusively by the
Company’s Board of Directors acting in good faith.
  (d)This Section 3.07
shall be of no force or effect from and after the time the Securities are first
rated at least Baa3 by Moody’s and at least BBB- by Standard &
Poor’s.
  Section
      3.08
              Limitation
      on Incurrence of
Debt.
  (a)The Company shall
not, and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly, create, incur, issue, assume, guaranty or otherwise become directly
or indirectly liable with respect to, contingently or otherwise (collectively,
“incur”),
any Debt (including Acquired Debt), unless (x) no Default or Event of
Default would occur after giving effect on a pro forma basis to such incurrence,
and (y) the Consolidated Debt to EBITDA Ratio on the date on which such
additional Debt is incurred would have been less than 6.0 to 1, determined on a
pro forma basis giving effect to such incurrence (including a pro forma
application of the net proceeds therefrom).
  (b)The limitation in
Section 3.08(a) shall not prohibit the incurrence of:
  (i)performance bonds,
appeal bonds, surety bonds, insurance obligations or bonds and other similar
bonds or obligations incurred in the ordinary course of
business;
  -34-
 (ii)Hedging
Obligations;
  (iii)Debt owed by
(1) any Restricted Subsidiaries to the Company or to any of the Company’s
other Subsidiaries or (2) the Company to any of the Company’s
Subsidiaries;
  (iv)Debt outstanding on
the date of this Indenture, including the Securities issued on the Initial Issue
Date and Debt in connection with, related to or arising from El Paso’s $3
Billion Facility and any Refinancing thereof and/or El Paso’s Other Financings
and any Refinancing thereof; provided,
however, that the Company shall not incur any Debt jointly and severally
with El Paso in connection with a Refinancing of El Paso’s $3 Billion Facility
subsequent to the date that is the later of (1) August 19, 2003 and (2) the date
on which the Company is no longer jointly and severally liable for any amounts
outstanding under El Paso’s $3 Billion Facility;
  (v)Debt issued in
exchange for, or the proceeds of which are used to Refinance Debt including,
without limitation, Acquired Debt, incurred pursuant to the Consolidated Debt to
EBITDA Ratio set forth above or under clause (iv) above or this clause (v)
(collectively, “Refinancing
Debt”); provided
that (1) the principal amount of such Refinancing Debt does not exceed the
principal amount of Debt so Refinanced (plus the premiums and other amounts to
be paid, and the out-of-pocket expenses reasonably incurred, in connection
therewith) and (2) the Refinancing Debt has a Weighted Average Life to
Maturity that is equal to or greater than the Weighted Average Life to Maturity
of the Debt being Refinanced;
  (vi)the guarantee by
the Company or one or more of its Restricted Subsidiaries of Debt of the Company
or one or more of its Restricted Subsidiaries that is not prohibited by another
provision of this Indenture; or
  (vii)other Debt in an
aggregate principal amount at any one time outstanding not to exceed $150
million.
  (c)(i) The Company
shall not, directly or indirectly, incur any guarantee with respect to any Debt
of any of its Affiliates (other than Debt of the Company, one or more
Subsidiaries of the Company or of the Company and one or more of its
Subsidiaries) and (ii) the Company shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, incur any guarantee with respect to any
Debt of any of the Company’s Affiliates (other than Debt of the Company, one or
more Subsidiaries of the Company, of the Company and one or more of its
Subsidiaries, Debt in connection with, related to or arising from El Paso’s $3
Billion Facility and any Refinancing thereof, or Debt outstanding on the date
hereof in connection with El Paso’s Other Financings and any Refinancing
thereof).
  (d)This Section 3.08
shall be of no force or effect from and after the time the Securities are first
rated at least Baa3 by Moody’s and at least BBB- by Standard &
Poor’s.
  -35-
 Section
      3.09
              Limitation
      on Participation in El Paso’s Cash Management
  Program.
  (a)The Company shall
not, and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly, participate in El Paso’s and its Subsidiaries’ cash management
program if any default occurs or exists under any bond, debenture, note or other
evidence of Debt for money borrowed or under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any Debt for money borrowed, in each case, by El Paso or any of its
Subsidiaries (or the payment of which is guaranteed by El Paso or any of its
Subsidiaries) whether such Debt or guarantee now exists, or is created after the
date of this Indenture, if such default:
  (i)is caused by a
failure to pay principal of, or interest or premium, if any, on such Debt of El
Paso prior to the expiration of the grace period provided in such Debt of El
Paso on the date of such default (a “Payment
Default”); or
  (ii)results in the
acceleration (without cure or revocation within five Business Days) of Debt of
El Paso prior to its express maturity
  and, in each case,
the principal amount of any such Debt of El Paso, together with the principal
amount of any other such Debt of El Paso under which there has been a Payment
Default or the maturity of which has been so accelerated, aggregates $50 million
or more, until such acceleration has been cured or revoked or such payment of
such Debt of El Paso has been made in full.
  (b)This Section 3.09
shall be of no force or effect from and after the time the Securities are first
rated at least Baa3 by Moody’s and at least BBB- by Standard &
Poor’s.
  Section
      3.10
              Limitation
      on Transactions with Affiliates.
  (a)The Company shall
not, and shall not permit any Restricted Subsidiary to, directly or indirectly,
enter into or suffer to exist any transaction or series of related transactions
(including the purchase, sale, transfer, assignment, lease, conveyance or
exchange of any property or the rendering of any service) with, or for the
benefit of, any of the Company’s Affiliates (an “Affiliate
Transaction”), unless:
  (i)the terms of such
Affiliate Transaction are:
  (1)set forth in
writing and
  (2)no less favorable
to the Company or such Restricted Subsidiary, as the case may be, than those
that could be obtained in a comparable arm’s-length transaction with a Person
that is not one of the Company’s Affiliates or, if there is no such comparable
transaction, on terms that are fair and reasonable to the Company or such
Restricted Subsidiary,
  -36-
 (ii)if such Affiliate
Transaction involves aggregate payments or value in excess of $25 million, the
Company’s Board of Directors approves such Affiliate Transaction and, in its
good faith judgment, believes that such Affiliate Transaction complies with
clause (i)(2) of this Section 3.10(a), and
  (iii)if such Affiliate
Transaction involves aggregate payments or value in excess of $100 million, the
Company shall obtain a written opinion from an Independent Financial Advisor to
the effect that the consideration to be paid or received in connection with such
Affiliate Transaction is fair, from a financial point of view, to the Company or
the applicable Restricted Subsidiary, as the case may be.
  (b)Notwithstanding the
preceding limitation, the following shall not be Affiliate
Transactions:
  (i)any transaction or
series of related transactions between the Company and one or more of its
Subsidiaries or between two or more of its Subsidiaries;
  (ii)any Restricted
Payment permitted to be made pursuant to Section 3.07 or any Permitted
Investment;
  (iii)any employment
agreement or other employee compensation plan or arrangement entered into by the
Company or any of its Restricted Subsidiaries in the ordinary course of
business;
  (iv)indemnities of the
Company’s or any of its Restricted Subsidiaries’ officers, directors and
employees permitted by bylaw or statutory provisions;
  (v)the payment of
reasonable and customary regular fees to the Company’s or any of its Restricted
Subsidiaries’ directors;
  (vi)Affiliate
Transactions and arrangements in effect on the Initial Issue Date of the
Securities, including any modifications, extensions or renewals thereof that do
not adversely affect the Company or any of its Restricted
Subsidiaries;
  (vii)Affiliate
Transactions in connection with, related to or arising from the Western Energy
Settlement, provided,
that the Company’s Board of Directors shall approve any amendment, supplement or
modification of the Western Energy Settlement on terms that are fair and
reasonable to the Company; and
  (viii)Affiliate
Transactions in connection with, related to or arising from El Paso’s $3 Billion
Facility and any Refinancing thereof and/or El Paso’s Other Financings and any
Refinancing thereof.
  -37-
 (c)This Section 3.10
shall be of no force or effect from and after the time the Securities are first
rated at least Baa3 by Moody’s and at least BBB- by Standard &
Poor’s.
  Section
      3.11
              Waiver
      of Stay, Extension or Usury Laws.
  The Company
covenants hereby (to the extent that it may lawfully do so) that it shall not at
any time insist upon, plead, (as a defense or otherwise) or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law
or any usury law or other law which would prohibit or forgive the Company from
paying all or any portion of the principal of, premium, if any, Liquidated
Damages, if any, and interest on or with respect to the Securities as
contemplated herein, wherever enacted, now or at any time hereafter in force, or
which may affect the covenants or the performance of this Indenture; and (to the
extent that it may lawfully do so) the Company hereby expressly waives all
benefit or advantage of any such law, and covenants that it shall not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
shall suffer and permit the execution of every such power as though no such law
had been enacted.
  ARTICLE
IV
  CONSOLIDATION,
MERGER AND SALE
  Section
      4.01
              Limitation
      on Mergers and Consolidations.
  (a)The Company shall
not consolidate with or merge into any other Person or sell, lease or transfer
all or substantially all of its properties and assets to any Person,
unless:
  (i)in the case
of a merger, the Company is the surviving entity, or 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, all or substantially all of the properties
and assets of the Company 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;
  (ii)immediately
after giving effect to such transaction, no Default or Event of Default exists;
and
  (iii)the Company has
delivered to the Trustee an Officers’ 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.
  -38-
 (b)Notwithstanding the
foregoing, any Restricted Subsidiary may consolidate with, merge into or
transfer all or part of its properties and assets to the Company or any other
Restricted Subsidiary.
  Section
      4.02
              Successors
      Substituted.
  Upon any
consolidation of the Company with, or merger of the Company into, any other
Person or any sale, transfer or lease of all or substantially all of the
properties and assets of the Company in accordance with Section 4.01, 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
V
  DEFAULTS AND
REMEDIES
  Section
      5.01
              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):
  (a)default in the
payment of any interest or Liquidated Damages, if any, upon any Security of that
series when it becomes due and payable, and continuance of such default for a
period of 30 days; or
  (b)default in
the payment of the principal of (or premium, if any, on) any Security of that
series at its Maturity; or
  (c)default in
the performance, or breach, of any other 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 a 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 that series 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
  -39-
 (d)the Company
pursuant to or within the meaning of any Bankruptcy Law (i) commences a
voluntary case, (ii) consents to the entry of any order for relief against it in
an involuntary case, (iii) consents to the appointment of a Custodian of it or
for all or substantially all of its property, or (iv) makes a general assignment
for the benefit of its creditors;
  (e)a court of
competent jurisdiction enters an order or decree under any Bankruptcy Law that
(i) is for relief against the Company in an involuntary case, (ii) appoints a
Custodian of the Company or for all or substantially all of its property, or
(iii) orders the liquidation of the Company; and the order or decree remains
unstayed and in effect for 90 days; or
  (f)there shall be a
default under any bond, debenture, note or other evidence of debt for money
borrowed or under any mortgage, indenture or other instrument under which there
may be issued or by which there may be secured or evidenced any debt for money
borrowed by the Company or any of its Restricted Subsidiaries or under any
guarantee of payment by the Company or any of its Restricted Subsidiaries of
debt for money borrowed (other than a default under any debt of El Paso or one
or more Subsidiaries of El Paso (other than the Company or any of its Restricted
Subsidiaries) guaranteed by one or more of the Company’s Restricted
Subsidiaries), whether such debt or guarantee now exists or shall hereafter be
created, and the effect of such default is to result in such debt becoming due
prior to its stated maturity; provided,
however, that no Event of Default under this clause (f) shall exist if
all such defaults do not relate to such debt or such guarantees with an
aggregate principal amount in excess of $25 million at the time outstanding; and
provided
further, that if such default under such bond, debenture, note or other
evidence of debt for borrowed money or any mortgage, indenture or other
instrument shall be cured by the Company or its Restricted Subsidiary, or be
waived by the holders of such debt, in each case as may be permitted by such
bond, debenture, note or other evidence of debt for borrowed money or any
mortgage, indenture or other instrument, then the Event of Default under this
clause (f) by reason of such default shall be deemed likewise to have been
thereupon cured or waived.
  Subject to the
provisions of Section 6.01 and Section 6.02, the Trustee shall not be charged
with knowledge of an Event of Default unless written notice thereof shall have
been given to a Responsible Officer at the Corporate Trust Office of the Trustee
by the Company, the Paying Agent, any Holder or an agent of any
Holder.
  Section
      5.02
              Acceleration.
  If an Event of
Default with respect to the Securities of a series (other than an Event of
Default specified in clause (d) or (e) of Section 5.01 hereof with respect to
the Company) occurs and is continuing, the Trustee may by notice to the Company,
or the Holders of at least 25% in principal amount of the then outstanding
Securities of that series may, by notice to the Company and the Trustee, and the
Trustee shall, upon the request of such Holders, declare the principal of,
premium, if any, on, accrued and unpaid interest on, and Liquidated Damages, if
any, on all then outstanding Securities of that series (if not then due and
payable) to be due and payable, and upon any such declaration the same shall
become and be immediately due and payable.  If an Event of Default
specified in clause (d) or (e) of Section 5.01 hereof with respect to the
Company occurs, the principal of, premium, if any, on, accrued and unpaid
interest on, and Liquidated Damages, if any, on all Securities then outstanding
shall ipso
factobecome and be immediately due and payable without any declaration,
notice or other act on the part of the Trustee or any Holder.
  -40-
 At any time after
such a declaration of acceleration with respect to the Securities of a series
has been made and before a judgment for payment of the money due has been
obtained by the Trustee as hereinafter in this Article V, the Holders of a
majority in principal amount of the outstanding Securities of that series, by
written notice to the Company and the Trustee, may rescind and annul such
acceleration and its consequences if:
  (a)all existing Events
of Default, other than the non-payment of the principal of the Securities of a
series which has become due solely by such declaration of acceleration, have
been cured or waived;
  (b)to the extent the
payment of such interest is lawful, interest on overdue installments of interest
and overdue principal, which has become due otherwise than by such declaration
of acceleration, has been paid; and
  (c)the rescission
would not conflict with any judgment or decree of a court of competent
jurisdiction.
  Section
      5.03
              Other
      Remedies.
  If an Event of
Default occurs  and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal of, or premium, if any,
Liquidated Damages, if any, or interest on the Securities of the affected series
or to enforce the performance of any provision of such Securities, this
Indenture or any Registration Rights Agreement.
  The Trustee may
maintain a proceeding even if it does not possess any of the Securities or does
not produce any of them in the proceeding.  A delay or omission by the
Trustee or any Holder in exercising any right or remedy accruing upon an Event
of Default shall not impair the right or remedy or constitute a waiver of or
acquiescence in the Event of Default.  All remedies are cumulative to
the extent permitted by law.
  Section
      5.04
              Waiver
      of Existing Defaults.
  Subject to Section
5.07 and Section 8.02, the Holders of a majority in principal amount of the
outstanding Securities of the affected series by notice to the Trustee may waive
an existing Default or Event of Default and its consequences (including waivers
obtained in connection with a tender offer or exchange offer for such Securities
or a solicitation of consents in respect of such Securities, provided
that in each case such offer or solicitation is made to all Holders
of  such Securities then outstanding on equal terms), except (a) a
continuing Default or Event of Default in the payment of the principal of, or
premium, if any, or Liquidated Damages, if any, or interest on such Securities
or (b) a continuing Default in respect of a provision that under Section 8.02
hereof cannot be amended without the consent of each Holder
affected.  Upon any such waiver, such Default shall cease to exist,
and any Event of Default arising therefrom shall be deemed to have been cured
for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.
  -41-
 Section
      5.05
              Control
      by Majority.
  The Holders of a
majority in principal amount of the Securities of the affected series then
outstanding may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on it hereunder.  However, the Trustee may refuse to follow
any direction that conflicts with applicable law or this Indenture, that the
Trustee determines may be unduly prejudicial to the rights of other Holders, or
that may involve the Trustee in personal liability; provided,
however,
that the Trustee may take any other action deemed proper by the Trustee that is
not inconsistent with such direction.  Prior to taking any action
hereunder, the Trustee shall be entitled to indemnification satisfactory to it
in its sole discretion against all losses and expenses caused by taking or not
taking such action.
  Section
      5.06
              Limitations
      on Suits.
  Subject to Section
5.07 hereof, a Holder may pursue a remedy with respect to this Indenture or the
Securities only if:
  (a)such Holder gives
to the Trustee written notice of a continuing Event of
Default;
  (b)the Holders of at
least 25% in principal amount of the Securities of the affected series then
outstanding make a written request to the Trustee to pursue the
remedy;
  (c)such Holder or
Holders offer to the Trustee indemnity satisfactory to the Trustee against any
loss, liability or expense;
  (d)the Trustee does
not comply with the request within 60 days after receipt of the request and the
offer of indemnity; and
  (e)during such 60-day
period the Holders of a majority in principal amount of  such
Securities do not give the Trustee a direction inconsistent with the
request.
  A Holder may not
use this Indenture to prejudice the rights of another Holder or to obtain a
preference or priority over another Holder.
  -42-
 Section
      5.07
              Rights
      of Holders to Receive Payment.
  Notwithstanding any
other provision of this Indenture, the right of any Holder of a Security to
receive payment of principal of, and premium, if any, and interest on the
Security, on or after the respective due dates expressed in the Security, or to
bring suit for the enforcement of any such payment on or after such respective
dates, is absolute and unconditional and shall not be impaired or affected
without the consent of such Holder.
  Section
      5.08
              Collection
      Suit by Trustee.
  If an Event of
Default specified in clause (a) or (b) of Section 5.01 hereof occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Company for the amount of principal and
premium, if any, and interest (and Liquidated Damages, if any) remaining unpaid
on the Securities of the affected series, and interest on overdue principal,
premium, if any, and Liquidated Damages, if any and, to the extent lawful,
interest on overdue interest (and Liquidated Damages, if any), and such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.
  Section
      5.09
              Trustee
      May File Proofs of Claim.
  The Trustee is
authorized to file such proofs of claim and other papers or documents and to
take such actions, including participating as a member, voting or otherwise, of
any committee of creditors, as may be necessary or advisable in order to have
the claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and
the Holders allowed in any judicial proceedings relative to the Company or its
creditors or properties and shall be entitled and empowered to collect, receive
and distribute any money or other property payable or deliverable on any such
claims and any Custodian in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee, and in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 6.07 hereof. To the extent that
the payment of any such compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 6.07 hereof out of the estate in any such proceeding, shall be denied
for any reason, payment of the same shall be secured by a lien on, and shall be
paid out of, any and all distributions, dividends, money, securities and other
properties which the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or
otherwise.  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.
  -43-
 Section
      5.10
              Priorities.
  If the Trustee
collects any money pursuant to this Article V, it shall pay out the money in the
following order:
  First:  to
the Trustee for amounts due under Section 6.07 hereof;
  Second:  to
Holders for amounts due and unpaid on the Securities of the affected series for
principal, premium, if any, Liquidated Damages, if any, and interest ratably,
without preference or priority of any kind, according to the amounts due and
payable on such Securities for principal, premium, if any, Liquidated Damages,
if any, and interest, respectively; and
  Third:  to
the Company.
  The Trustee, upon
prior written notice to the Company, may fix a record date and payment date for
any payment to Holders pursuant to this Article V.
  Section
      5.11
              Undertaking
      for Costs.
  In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as a trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys’ fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant.  This
Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to
Section 5.07 hereof, or a suit by a Holder or Holders of more than 10% in
principal amount of the Securities of the affected series then
outstanding.
  ARTICLE
VI
  TRUSTEE
  Section
      6.01
              Duties
      of Trustee.
  (a)If an Event of
Default has occurred and is continuing, the Trustee shall exercise such of the
rights and powers vested in it by this Indenture, and use the same degree of
care and skill in such exercise, as a prudent Person would exercise or use under
the circumstances in the conduct of his own affairs.
  (b)Except during the
continuance of an Event of Default:
  (i)the Trustee need
perform only those duties that are specifically set forth in this Indenture and
no others, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and
  -44-
 (ii)in the absence of
bad faith on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture.  However, with respect to certificates
or opinions specifically required by any provision hereof to be furnished to it,
the Trustee shall examine such certificates and opinions to determine whether or
not, on their face, they appear to conform substantially to the requirements of
this Indenture.
  (c)The Trustee may not
be relieved from liabilities for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:
  (i)this paragraph does
not limit the effect of paragraph (b) of this Section;
  (ii)the Trustee shall
not be liable for any error of judgment made in good faith by a Responsible
Officer, unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts; and
  (iii)the Trustee shall
not be liable with respect to any action it takes or omits to take in good faith
in accordance with a direction received by it pursuant to Section 5.05
hereof.
  (d)Whether or not
therein expressly so provided, every provision of this Indenture that in any way
relates to the Trustee is subject to paragraphs (a), (b) and (c) of this
Section.
  (e)No provision of
this Indenture shall require the Trustee to expend or risk its own funds or
incur any liability.
  (f)The Trustee shall
not be liable for interest on any money received by it except as the Trustee may
agree in writing with the Company.  Money held in trust by the Trustee
need not be segregated from other funds except to the extent required by
law.  All money received by the Trustee shall, until applied as herein
provided, be held in trust for the payment of the principal of,
and  premium if any, and Liquidated Damages, if any, and interest on
the Securities.
  Section
      6.02
              Rights
      of Trustee.
  (a)The Trustee may
rely conclusively on any document (whether in its original or facsimile form)
believed by it to be genuine and to have been signed or presented by the proper
Person.  The Trustee need not investigate any fact or matter stated in
the document.
  (b)Before the Trustee
acts or refrains from acting, it may require an Officers’ Certificate or an
Opinion of Counsel or both.  The Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on such Officers’
Certificate or Opinion of Counsel.  The Trustee may consult with
counsel of its own selection and the 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.
  -45-
 (c)The Trustee may act
through agents or attorneys and shall not be responsible for the misconduct or
negligence of any agent or attorney appointed with due care.
  (d)The Trustee shall
not be liable for any action it takes or omits to take in good faith which it
believes to be authorized or within its rights or powers conferred upon it by
this Indenture.
  (e)Unless otherwise
specifically provided in this Indenture, any demand, request, direction or
notice from the Company shall be sufficient if signed by an Officer of the
Company.
  (f)The Trustee is not
required to give any bond or surety with respect to the performance of its
duties or the exercise of its powers under this Indenture.
  (g)The Trustee’s
immunities and protections from liability and its right to indemnification in
connection with the performance of its duties under this Indenture shall extend
and be enforceable by the Trustee in each of its capacities hereunder and shall
extend to the Trustee’s officers, directors, agents and
employees.  Such immunities and protections and right to indemnity,
together with the Trustee’s right to compensation, shall survive the Trustee’s
resignation or removal, the discharge of this Indenture and final payment of the
Securities.
  (h)The permissive
right of the Trustee to take the actions permitted by this Indenture shall not
be construed as an obligation or duty to do so.
  (i)Except for
information provided by the Trustee concerning the Trustee, the Trustee shall
have no responsibility for any information in any offering memorandum or other
disclosure material distributed with respect to the Securities, and the Trustee
shall have no responsibility for compliance with any state or federal securities
laws in connection with the Securities.
  (j)The Trustee may
request that the Company deliver an Officers’ Certificate setting forth the
names of individuals and/or titles of officers authorized at such time to take
specified actions pursuant to this Indenture, which Officers’ Certificate may be
signed by any person authorized to sign an Officers’ Certificate, including any
person specified as so authorized in any such certificate previously delivered
and not superseded.
  (k)The Trustee shall
be under no obligation to exercise any of the rights or powers vested in it by
this Indenture at the request or direction of any of the Holders pursuant to
this Indenture, unless such Holders shall have offered to the Trustee security
or indemnity satisfactory to the Trustee against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction.
  -46-
 Section
      6.03
              Individual
      Rights of Trustee.
  The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or any of its Affiliates with the same
rights it would have if it were not Trustee.  Any Agent may do the
same with like rights.  However, the Trustee is subject to Section
6.10 and Section 6.11 hereof.
  Section
      6.04
              Trustee’s
      Disclaimer.
  The Trustee makes
no representation as to the validity or adequacy of this Indenture or the
Securities, it shall not be accountable for the Company’s use of the proceeds
from the Securities or any money paid to the Company or upon the Company’s
direction under any provision hereof, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee and
it shall not be responsible for any statement or recital herein or any statement
in the Securities other than its certificate of authentication.
  Section
      6.05
              Notice
      of Defaults.
  If a Default or
Event of Default occurs and is continuing and it is actually known to a
Responsible Officer of the Trustee, the Trustee shall mail to Holders a notice
of the Default or Event of Default within 90 days after it
occurs.  Except in the case of a Default or Event of Default in
payment of principal of, or premium, if any, Liquidated Damages, if any, or
interest on any Security, the Trustee may withhold the notice if and so long as
a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Holders.
  Section
      6.06
              Reports
      by Trustee to
Holders.
  On or before July
15 of each year, beginning with July 15, 2004, the Trustee shall mail to Holders
a brief report dated as of a date convenient to the Trustee no more than 60 nor
less than 45 days prior thereto, that complies with TIA Section 313(a); provided,
however,
that if no event described in TIA Section 313(a) has occurred within the twelve
months preceding the reporting date, no report need be
transmitted.  The Trustee also shall comply with TIA Section
313(b).  The Trustee shall also transmit by mail all reports as
required by TIA Sections 313(c) and 313(d).
  A copy of each
report at the time of its mailing to Holders shall be filed with the SEC and
each securities exchange, if any, on which the Securities are
listed.  The Company shall promptly notify the Trustee if and when the
Securities are listed on any stock exchange or delisted therefrom.
  -47-
 Section
      6.07
              Compensation
      and Indemnity.
  The Company agrees
to pay to the Trustee from time to time such compensation as agreed to by the
Company and the Trustee, for its acceptance of this Indenture and its services
hereunder.  The Trustee’s compensation shall not be limited by any law
on compensation of a trustee of an express trust.  Subject to the
further provisions of this Section 6.07, the Company agrees to reimburse the
Trustee upon request for all reasonable disbursements, advances and expenses
incurred by it.  Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee’s agents and
counsel.
  The Company agrees
to fully indemnify the Trustee or any predecessor Trustee and their agents for
and to hold them harmless against any and all loss, liability, damage, claims,
or expense (including taxes, other than taxes based upon, measured by or
determined by the income of the Trustee) incurred by it arising out of or in
connection with the acceptance or administration of its duties under this
Indenture, including the reasonable costs and expenses of defending itself
against any claim (whether asserted by the Company, any Holder or any other
Person), except as set forth in the next paragraph.  The Trustee shall
notify the Company promptly of any claim for which it may seek
indemnity.  The Company shall defend the claim and the Trustee shall
cooperate in the defense.  The Trustee may have separate counsel, and
the Company shall pay the reasonable fees and expenses of such
counsel.  The Company need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld.
  The Company shall
not be obligated to reimburse any expense or indemnify against any loss or
liability incurred by the Trustee through its own negligence, willful misconduct
or bad faith.
  To secure the
payment obligations of the Company in this Section 6.07, the Trustee shall have
a lien prior to the Securities on all money or property held or collected by the
Trustee, except that held in trust to pay principal of, and premium, if any, and
interest and Liquidated Damages, if any, on the Securities.  Such lien
shall survive the satisfaction and discharge of this Indenture.
  When the Trustee
incurs expenses or renders services after an Event of Default specified in
Section 5.01(d) or Section 5.01(e) hereof occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.
  The provisions of
this Section 6.07 shall survive the termination of this Indenture.
  Section
      6.08
              Replacement
      of Trustee.
  A resignation or
removal of the Trustee and appointment of a successor Trustee shall become
effective only upon the successor Trustee’s acceptance of appointment as
provided in this Section 6.08.
  The Trustee may
resign and be discharged from the trust hereby created by so notifying the
Company.  The Holders of a majority in principal amount of the then
outstanding Securities may remove the Trustee by so notifying the Trustee and
the Company.  The Company may remove the Trustee if:
  -48-
 (a)the Trustee fails
to comply with Section 6.10 hereof;
  (b)the Trustee is
adjudged a bankrupt or an insolvent or an order for relief is entered with
respect to the Trustee under any Bankruptcy Law;
  (c)a Custodian or
public officer takes charge of the Trustee or its property;
or
  (d)the Trustee
otherwise becomes incapable of acting.
  If the Trustee
resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, the Company shall promptly appoint a successor
Trustee.  Within one year after the successor Trustee takes office,
the Holders of a majority in principal amount of the Securities then outstanding
may appoint a successor Trustee to replace the successor Trustee appointed by
the Company.
  If a successor
Trustee does not take office within 30 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Company or the Holders of at least 10%
in principal amount of the Securities then outstanding may petition (at the
expense of the Company) any court of competent jurisdiction at the expense of
the Company for the appointment of a successor Trustee.
  If the Trustee
fails to comply with Section 6.10 hereof, any Holder may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.
  A successor Trustee
shall deliver a written acceptance of its appointment to the retiring Trustee
and to the Company. Thereupon the resignation or removal of the retiring Trustee
shall become effective, and the successor Trustee shall have all the rights,
powers and duties of the Trustee under this Indenture.  The successor
Trustee shall mail a notice of its succession to Holders.  The
retiring Trustee shall promptly transfer all property held by it as Trustee to
the successor Trustee, subject to the lien provided for in Section 6.07
hereof.  Notwithstanding replacement of the Trustee pursuant to this
Section 6.08 hereof, the obligations of the Company under Section 6.07 hereof
shall continue for the benefit of the retiring Trustee.
  Section
      6.09
              Successor
      Trustee by Merger,
etc.
  Subject to Section
6.10 hereof, if the Trustee consolidates, merges or converts into, or transfers
all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee.
  In case any
Securities shall have been authenticated, but not delivered, by the Trustee then
in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated; and in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Securities or in this Indenture provided
that the certificate of the Trustee shall have.
  -49-
 Section
      6.10
              Eligibility;
      Disqualification.
  There shall at all
times be a Trustee hereunder which shall be a corporation organized and doing
business under the laws of the United States, any state thereof or the District
of Columbia and authorized under such laws to exercise corporate trust power,
shall be subject to supervision or examination by federal or state (or the
District of Columbia) authority and shall have, or be a Subsidiary of a bank or
bank holding company having, a combined capital and surplus of at least $50
million as set forth in its most recent published annual report of
condition.
  This Indenture
shall always have a Trustee who satisfies the requirements of TIA Sections
310(a)(1), 310(a)(2) and 310(a)(5).  The Trustee is subject to and
shall comply with the provisions of TIA Section 310(b) during the period of time
required by this Indenture.  Nothing in this Indenture shall prevent
the Trustee from filing with the SEC the application referred to in the
penultimate paragraph of TIA Section 310(b).
  Section
      6.11
              Preferential
      Collection of Claims Against
  Company.
  The Trustee is
subject to and shall comply with the provisions of TIA Section 311(a), excluding
any creditor relationship listed in TIA Section 311(b).  A Trustee who
has resigned or been removed shall be subject to TIA Section 311(a) to the
extent indicated therein.
  ARTICLE
VII
  DISCHARGE OF
INDENTURE; DEFEASANCE
  Section
      7.01
              Discharge
      of Indenture.
  Upon the request of
the Company, this Indenture will cease to be of further effect and the Trustee,
at the expense of the Company, will execute proper instruments acknowledging
satisfaction and discharge of the Securities and this Indenture
when:
  (a)either:
  (i)all the Securities
theretofore authenticated and delivered (other than destroyed, lost or stolen
Securities that have been replaced or paid and Securities that have been subject
to defeasance pursuant to Section 7.02 or 7.03) have been delivered to the
Trustee for cancellation; or
  (ii)all Securities not
theretofore delivered to the Trustee for cancellation:
  -50-
 (1)have become due and
payable by the mailing of a notice of redemption or
otherwise;
  (2)will become due and
payable within one year; or
  (3)are to be called
for redemption within 12 months under arrangements reasonably satisfactory to
the Trustee for the giving of notice of redemption by the Trustee in the name,
and at the reasonable expense, of the Company;
  1.and the Company has
irrevocably deposited or caused to be deposited with the Trustee funds in trust
for the purpose in an amount sufficient to pay and discharge, the entire Debt on
the Securities, including, if any, Liquidated Damages with respect to the
Securities, not theretofore delivered to the Trustee for cancellation, for
principal (and premium, if any) and interest on the Securities to the date of
such deposit (in case of Securities that have become due and payable) or to the
Stated Maturity or redemption date, as the case may be;
  (b)the Company has
paid or caused to be paid all sums payable under this Indenture by the Company;
and
  (c)the Company has
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that all conditions precedent provided in this Indenture relating
to the satisfaction and discharge of the Securities and this Indenture have been
complied with.
  After such
delivery, the Trustee upon request of the Company shall acknowledge in writing
the discharge of the Company’s obligations under the Securities and this
Indenture except for those surviving obligations specified below.
  Notwithstanding the
satisfaction and discharge of this Indenture, the obligations of the Company in
Sections 6.07, 7.05 and 7.06 shall survive such satisfaction and
discharge.
  Section
      7.02
              Legal
      Defeasance.
  The Company may, at
its option and at any time, elect to have its obligations discharged with
respect to the outstanding Securities on a date the conditions set forth in
Section 7.04 are satisfied (hereinafter, “Legal
Defeasance”).  For this purpose, such Legal Defeasance means
that the Company will be deemed to have paid and discharged the entire Debt
represented by the outstanding Securities and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall, subject to
Section 7.06, execute instruments in form and substance reasonably satisfactory
to the Trustee and Company acknowledging the same), except for the following
which shall survive until otherwise terminated or discharged
hereunder:  (a) the rights of Holders of outstanding Securities
to receive solely from the trust funds described in Section 7.04 and as more
fully set forth in such Section, payments in respect of the principal of,
premium, if any, and interest on such Securities when such payments are due,
(b) the Company’s obligations with respect to such Securities under
Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2,07, 2.08, 2.11 and 3.02, (c) the
rights, powers, trusts, duties, and immunities of the Trustee hereunder
(including claims of, or payments to, the Trustee under or pursuant to Section
6.07) and the Company’s obligations in connection therewith and (d) this
Article VII.
  -51-
 Subject to
compliance with this Article VII, the Company may exercise its option under
this Section 7.02 with respect to the Securities notwithstanding the prior
exercise of its option under Section 7.03 below with respect to the
Securities.
  Section
      7.03
              Covenant
      Defeasance.
  The Company may, at
its option and at any time, elect to have its obligations under
Sections 3.05, 3.06, 3.07, 3.08, 3.09 and 3.10 released with respect to the
outstanding Securities on a date the conditions set forth in Section 7.04 are
satisfied (hereinafter, “Covenant
Defeasance”).  For this purpose, Covenant Defeasance means
that, with respect to the outstanding Securities, the Company may fail to comply
with and shall have no liability in respect of any term, condition or limitation
set forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default
under Section 5.01, but, except as specified above, the remainder of this
Indenture and such Securities shall be unaffected thereby.  In
addition, upon the Company’s exercise of the option in this Section 7.03,
subject to the satisfaction of the conditions set forth in Section 7.04,
Sections 5.01(c), (d) and (e) shall not constitute Events of
Default.
  Notwithstanding any
discharge or release of any obligations under this Indenture pursuant to Section
7.02 or this Section 7.03, the Company’s obligations in Sections 2.03, 2.05,
2.06, 2.07, 2.08, 6.07, 7.05, 7.06 and 7.08 shall survive until such time as the
Securities have been paid in full.  Thereafter, the Company’s
obligations in Sections 6.07, 7.05 and 7.08 shall survive.
  Section
      7.04
              Conditions
      to Legal Defeasance or Covenant
Defeasance.
  The following shall
be the conditions to application of Section 7.02 or Section 7.03 to the
outstanding Securities:
  (a)(i)           the
Company has irrevocably deposited or caused to be deposited in trust for the
benefit of the Holders with the Trustee or a Paying Agent or a trustee
satisfactory to the Trustee and the Company, under the terms of an irrevocable
trust agreement in form and substance satisfactory to the Trustee and any such
Paying Agent, (x) money in an amount sufficient, or (y) U.S.
Government Obligations that shall be payable as to principal and interest in
such amounts and at such times as are sufficient, in the opinion of a nationally
recognized firm of independent public accountants or Independent Financial
Advisors expressed in a written certification thereof delivered to the Trustee
(without consideration of any reinvestment of such interest), or (z) a
combination thereof in an amount, sufficient to pay the principal of (and
premium, if any, on) and interest, if any, to Stated Maturity (or redemption) on
such Securities, on the scheduled due dates therefor, (ii) the trustee of
the irrevocable trust has been irrevocably instructed to pay such money or the
proceeds of such U.S. Government Obligations to the Trustee and (iii) the
Trustee or Paying Agent shall have been irrevocably instructed in writing to
apply the deposited money and the proceeds from U.S. Government Obligations in
accordance with the terms of this Indenture and the terms of the Securities to
the payment of principal of and interest on the Securities;
  -52-
 (b)the deposit
described in clause (a) above will not result in a breach or violation of,
or constitute a Default under, any other material agreement or instrument to
which the Company is a party or by which it is bound;
  (c)no Default has
occurred and is continuing (i) as of the date of such deposit (other than a
Default resulting from the borrowing of funds to be applied to such deposit and
the grant of any Lien securing such borrowing) or (ii) insofar as clause
(d) or (e) of Section 5.01 is concerned at any time during the period ending on
the 91st day after the date of such deposit or, if longer, ending on the day
following the expiration of the longest preference period applicable to the
Company in respect of such deposit (it being understood that the condition in
this clause (c) is a condition subsequent and will not be deemed satisfied until
the expiration of such period);
  (d)the Company has
paid or caused to be paid all sums currently due and payable by the Company
under this Indenture and under the Securities;
  (e)the Company has
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that all conditions precedent provided for in this Indenture
relating to the termination by the Company of its obligations have been complied
with;
  (f)in the case of an
election under Section 7.02 or 7.03, the Company has delivered to the Trustee an
Opinion of Counsel to the effect that the Holders of such Securities will not
recognize income, gain or loss for United States federal income tax purposes as
a result of such Legal Defeasance or Covenant Defeasance and will be subject to
United States federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such Legal Defeasance or Covenant
Defeasance had not occurred, and such opinion, in the case of Legal Defeasance
under Section 7.02, must refer to and be based upon a ruling of the Internal
Revenue Service or a change in applicable United States federal income tax law
occurring after the date of this Indenture.  The defeasance would in
each case be effective when 91 days have passed since the date of the deposit in
trust.
  -53-
 Section
      7.05
              Deposited
      Money and U.S. Government Obligations To Be Held in Trust; Other
      Miscellaneous Provisions.
  All money and U.S.
Government Obligations (including the proceeds thereof) deposited with the
Trustee pursuant to Section 7.04 in respect of the outstanding Securities shall
be held in trust and applied by the Trustee, in accordance with the provisions
of such Securities and this Indenture, to the payment, either directly or
through any Paying Agent, to the Holders of such Securities, of all sums due and
to become due thereon in respect of principal, premium, if any, and accrued
interest, but such money need not be segregated from other funds except to the
extent required by law.
  The Company shall
pay and indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the U.S. Government Obligations deposited pursuant to Section
7.04 or the principal, premium, if any, and interest received in respect thereof
other than any such tax, fee or other charge which by law is for the account of
the Holders of the outstanding Securities.
  Anything in this
Article VII to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon a request of the Company any money or
U.S. Government Obligations held by it as provided in Section 7.04 which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.
  Section
      7.06
              Reinstatement.
  If the Trustee or
Paying Agent is unable to apply any money or U.S. Government Obligations in
accordance with Section 7.01, 7.02 or 7.03 by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s
obligations under this Indenture and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to this Article VII
until such time as the Trustee or Paying Agent is permitted to apply all such
money or U.S. Government Obligations in accordance with Section 7.01; provided
that if the Company has made any payment of principal of, premium, if any, or
accrued interest on any Securities because of the reinstatement of their
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money or U.S. Government
Obligations held by the Trustee or Paying Agent.
  Section
      7.07
              Moneys
      Held by Paying Agent.
  In connection with
the satisfaction and discharge of this Indenture, all moneys then held by any
Paying Agent under the provisions of this Indenture shall, upon written demand
of the Company, be paid to the Trustee, or if sufficient moneys have been
deposited pursuant to Section 7.04, to the Company upon a written request of the
Company, and thereupon such Paying Agent shall be released from all further
liability with respect to such moneys.
  -54-
 Section
      7.08
              Moneys
      Held by Trustee.
  Any moneys
deposited with the Trustee or any Paying Agent or then held by the Company in
trust for the payment of the principal of, or premium, if any, or interest on
any Securities that are not applied but remain unclaimed by the Holder of such
Securities for two years after the date upon which the principal of, or premium,
if any, or interest on such Securities shall have respectively become due and
payable shall be repaid to the Company upon a written request of the Company, or
if such moneys are then held by the Company in trust, such moneys shall be
released from such trust; and the Holder of such Securities entitled to receive
such payment shall thereafter, as an unsecured general creditor, look only to
the Company for the payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money shall thereupon cease; provided
that the Trustee or any such Paying Agent, before being required to make any
such repayment, shall, at the expense of the Company, either mail to each Holder
affected, at the address shown in the register of the Securities maintained by
the Registrar pursuant to Section 2.03, or cause to be published once a
week for two successive weeks, in a newspaper published in the English language,
customarily published each Business Day and of general circulation in the City
of New York, New York, a notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such mailing or publication, any unclaimed balance of such moneys then
remaining will be repaid to the Company.  After payment to the Company
or the release of any money held in trust by the Company, Holders entitled to
the money must look only to the Company for payment as general creditors unless
applicable abandoned property law designates another Person.
  ARTICLE
VIII
  AMENDMENTS
  Section
      8.01
              Without
      Consent of Holders.
  The Company and the
Trustee may amend or supplement this Indenture or any of the Securities or waive
any provision hereof or thereof without the consent of any Holder:
  (a)to cure any
ambiguity, omission, defect or inconsistency;
  (b)to comply with
Section 4.01 and Section 4.02 hereof;
  (c)to provide for
uncertificated Securities in addition to or in place of certificated
Securities;
  (d)to add any
additional Events of Default;
  (e)to provide for the
acceptance of appointment hereunder of a successor trustee in compliance with
the provisions hereof;
  -55-
 (f)to secure the
Securities pursuant to the requirements under this
Indenture;
  (g)to comply with any
requirement in order to effect or maintain the qualification of this Indenture
under the TIA;
  (h)to comply with any
requirements of the SEC in connection with qualifying this Indenture under the
TIA;
  (i)to add to the
covenants of the Company for the benefit of the Holders or to surrender any
right or power herein conferred upon the Company; or
  (j)to make any change
that does not adversely affect the rights hereunder of any Holder in any
material respect.
  Upon the request of
the Company accompanied by a resolution of the Board of Directors of the Company
authorizing the execution of any such supplemental indenture, and upon receipt
by the Trustee of the documents described in Section 8.06 hereof, the Trustee
shall join with the Company in the execution of any supplemental indenture
authorized or permitted by the terms of this Section 8.01 becomes effective, the
Company shall mail to the Holders of each Security affected thereby a notice
briefly describing the amendment, supplement or waiver.  Any failure
of the Company to mail such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such supplemental
indenture.
  Section
      8.02
              With
      Consent of Holders.
  Except as provided
below in this Section  8.02, the Company and the Trustee may amend or
supplement this Indenture or the Securities with the written consent (including
consents obtained in connection with a tender offer or exchange offer for the
Securities or a solicitation of consents in respect of the Securities; provided
that in each case such offer or solicitation is made to all Holders of the
Securities then outstanding on equal terms) of the Holders of at least a
majority in principal amount of the Securities then outstanding.
  Upon the request of
the Company accompanied by a resolution of the Board of Directors of the Company
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of the Holders as aforesaid,
and upon receipt by the Trustee of the documents described in Section 8.06
hereof, the Trustee shall join with the Company in the execution of such
supplemental indenture.
  It shall not be
necessary for the consent of the Holders under this Section 8.02 to approve the
particular form of any proposed amendment, supplement or waiver, but it shall be
sufficient if such consent approves the substance thereof.
  The Holders of a
majority in principal amount of the Securities then outstanding may waive
compliance in a particular instance by the Company with any provision of this
Indenture or the Securities (including waivers obtained in connection with a
tender offer or exchange offer for the Securities or a solicitation of consents
in respect of the Securities, provided
that in each case such offer or solicitation is made to all Holders of the
Securities then outstanding on equal terms).
  -56-
 Without the consent
of each Holder affected, an amendment, supplement or waiver under this Section
may not:
  (a)reduce the
percentage of principal amount of the Securities whose Holders must consent to
an amendment, supplement or waiver;
  (b)reduce the rate of
or change the time for payment of interest, including default interest, on any
Security;
  (c)reduce the
principal of or change the fixed maturity of any Security or alter the premium
or other provisions with respect to redemption specified in the
Securities;
  (d)change the place of
payment or make any Security payable in money other than that stated in the
Security;
  (e)impair the right to
institute suit for the enforcement of any payment of principal of, or premium,
if any, or interest on any Security pursuant to Section 5.07 and Section 5.08
hereof, except as limited by Section 5.06 hereof;
  (f)make any change in
the percentage of principal amount of the Securities necessary to waive
compliance with certain provisions of this Indenture pursuant to Section 5.04 or
Section 5.07 hereof or this clause of this Section 8.02; or
  (g)waive a continuing
Default or Event of Default in the payment of principal of, or premium, if any,
or interest on the Securities.
  The right of any
Holder to participate in any consent required or sought pursuant to any
provision of this Indenture (and the obligation of the Company to obtain any
such consent otherwise required from such Holder) may be subject to the
requirement that such Holder shall have been the Holder of record of the
Securities with respect to which such consent is required or sought as of a date
identified by the Trustee in a notice furnished to Holders in accordance with
the terms of this Indenture.
  Section
      8.03
              Compliance
      with Trust Indenture
Act.
  Every amendment to
this Indenture or the Securities shall comply in form and substance with the TIA
as then in effect.
  Section
      8.04
              Revocation
      and Effect of
Consents.
  -57-
 A consent to an
amendment (which includes a supplement) or waiver by a Holder is a continuing
consent by the Holder and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder’s Security, even
if notation of the consent is not made on any Security.  However, any
such Holder or subsequent Holder may revoke the consent as to his or her
Security or portion of a Security if the Trustee receives written notice of
revocation at any time prior to (but not after) the date the Trustee receives an
Officers’ Certificate certifying that the Holders of the requisite principal
amount of Securities have consented (and not theretofore revoked such consent)
to the amendment, supplement or waiver.  An amendment, supplement or
waiver becomes effective in accordance with its terms and thereafter binds every
Holder.
  The Company may,
but shall not be obligated to, fix a record date for the purpose of determining
the Holders entitled to consent to any amendment or waiver or to take any other
action under this Indenture.  If a record date is fixed, then
notwithstanding the provisions of the immediately preceding paragraph, those
Persons who were Holders at such record date (or their duly designated proxies),
and only those Persons, shall be entitled to consent to such amendment,
supplement or waiver or to revoke any consent previously given, whether or not
such Persons continue to be Holders after such record date.  No
consent shall be valid or effective for more than 90 days after such record date
unless consents from Holders of the principal amount of the Securities required
hereunder for such amendment or waiver to be effective shall have also been
given and not revoked within such 90-day period.
  After an amendment,
supplement or waiver becomes effective, it shall bind every Holder, unless it is
of the type described in any of clauses (a) through (g) of Section 8.02
hereof.  In such case, the amendment or waiver shall bind each Holder
who has consented to it and every subsequent Holder that evidences the same debt
as the consenting Holder’s Security.
  Section
      8.05
              Notation
      on or Exchange of
Securities.
  If an amendment
changes the terms of a Security, the Trustee may require the Holder of the
Security to deliver it to the Trustee.  The Trustee may place an
appropriate notation on the Security regarding the changed terms and return it
to the Holder.  Alternatively, if the Company or the Trustee so
determines, the Company in exchange for the Security shall issue and the Trustee
shall authenticate a new Security that reflects the changed terms. Failure to
make the appropriate notation or to issue a new Security shall not affect the
validity of such amendment.
  Section
      8.06
              Trustee
      to Sign Amendments,
etc.
  The Trustee shall
sign any amendment, waiver or supplemental indenture authorized pursuant to this
Article VIII if the amendment, waiver or supplemental indenture does not
adversely affect the rights, duties, liabilities or immunities of the
Trustee.  If it does, the Trustee may, but need not, sign
it.  In signing or refusing to sign such amendment, waiver or
supplemental indenture, the Trustee shall receive, and subject to Section 6.01
hereof, shall be fully protected in relying upon, an Opinion of Counsel and an
Officers’ Certificate, as conclusive evidence that such amendment, waiver or
supplemental indenture is authorized or permitted by this Indenture, that it is
not inconsistent herewith, and that it will be valid and binding upon the
Company in accordance with its terms.
  -58-
 ARTICLE
IX
  REDEMPTION
  Section
      9.01
              Notices
      to Trustee.
  If the Company
elects to redeem Securities pursuant to the redemption provisions specified in
the Securities, it shall furnish to the Trustee, at least 45 days but not more
than 60 days before a Redemption Date (unless the Trustee consents in writing to
a shorter period of at least 30 days prior to the Redemption Date), an Officers’
Certificate setting forth the Redemption Date, the principal amount of such
Securities to be redeemed and the Redemption Price.
  Section
      9.02
              Selection
      of Securities to be
Redeemed.
  If less than all of
the Securities are to be redeemed, the Trustee shall select the Securities to be
redeemed on a pro rata basis, by lot or by any other method that the Trustee in
its sole discretion shall deem fair and appropriate.  The particular
Securities to be redeemed shall be selected, unless otherwise provided herein,
not less than 30 days nor more than 60 days prior to the Redemption Date by the
Trustee from the outstanding Securities not previously called for
redemption.
  The Trustee shall
promptly notify the Company in writing of the Securities selected for redemption
and, in the case of any Security selected for partial redemption, the principal
amount thereof to be redeemed.  Securities and portions of them
selected shall be in amounts of $1,000 or whole multiples of
$1,000.  Except as provided in the preceding sentence, provisions of
this Indenture that apply to Securities called for redemption also apply to
portions of Securities called for redemption.
  Section
      9.03
              Notices
      to Holders.
  (a)At least 30 days
but not more than 60 days before a Redemption Date, the Company shall mail in
conformity with Section 10.02 a notice of redemption to each Holder whose
Securities are to be redeemed.
  The Notice shall
identify the Securities to be redeemed (including CUSIP numbers, if any) and
shall state:
  (i)the Redemption
Date;
  (ii)the Redemption
Price;
  (iii)if any Security is
being redeemed in part, the portion of the principal amount of such Security to
be redeemed and that, after the Redemption Date, upon surrender of such
Security, a new Security or Securities in principal amount equal to the
unredeemed portion will be issued;
  -59-
 (iv)the name and
address of the Paying Agent;
  (v)that Securities
called for redemption must be surrendered to the Paying Agent at the address
specified in such notice to collect the Redemption Price;
  (vi)that unless the
Company defaults in making the redemption payment, interest on Securities called
for redemption ceases to accrue on and after the Redemption Date and the only
remaining right of the Holders is to receive payment of the Redemption Price
upon surrender to the Paying Agent of the Securities; and
  (vii)the aggregate
principal amount of Securities being redeemed.
  If any of the
Securities to be redeemed is in the form of a Global Security, then the Company
shall modify such notice to the extent necessary to accord with the procedures
of the Depositary applicable to redemptions.
  (b)At the Company’s
request, the Trustee shall give the notice required in Section 9.03(a) in the
Company’s name; provided,
however,
that the Company shall deliver to the Trustee, at least 45 days prior to the
Redemption Date (unless the Trustee consents in writing to a shorter period at
least 30 days prior to the Redemption Date), an Officers’ Certificate requesting
that the Trustee give such notice and setting forth the information to be stated
in such notice as provided in Section 9.03(a).
  Section
      9.04
              Effect
      of Notices of
Redemption.
  Once notice of
redemption is mailed pursuant to Section 9.03, Securities called for redemption
become due and payable on the Redemption Date at the Redemption
Price.  Upon surrender to the Paying Agent, such Securities shall be
paid out at the Redemption Price.
  Section
      9.05
              Deposit of Redemption
      Price.
  At or prior to
11:00 a.m. New York City time on the Redemption Date, the Company shall deposit
with the Trustee or with the Paying Agent money sufficient to pay the Redemption
Price of all Securities to be redeemed on that date.  The Trustee or
the Paying Agent shall return to the Company any money not required for that
purpose less the expenses of the Trustee as provided herein.
  If the Company
complies with the preceding paragraph, interest on the Securities or portions
thereof to be redeemed (whether or not such Securities are presented for
payment) will cease to accrue on the applicable Redemption Date.  If
any Security called for redemption shall not be so paid upon surrender because
of the failure of the Company to comply with the preceding paragraph, then
interest will be paid on the unpaid principal and premium, if any, from the
Redemption Date until such principal and premium are paid and, to the extent
lawful, on any interest not paid on such unpaid principal, in each case at the
rate provided in the Securities and in Section 3.01.
 -60-
 Section
      9.06
              Securities Redeemed in
      Part.
  Upon surrender of a
Security that is redeemed in part, the Company shall issue and the Trustee shall
authenticate for the Holder, at the expense of the Company, a new Security equal
in principal amount to the unredeemed portion of the Security
surrendered.
  ARTICLE
X
  MISCELLANEOUS
  Section
      10.01
              Trust Indenture Act
      Controls.
  If any provision of
this Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control. If this Indenture excludes any provision of the TIA that is
required to be included, such provision shall be deemed included
herein.
  Section
      10.02
              Notices.
  Any notice or
communication by the Company or the Trustee to the other is duly given if in
writing and delivered in person or mailed by first-class mail (registered or
certified, return receipt requested), telecopier or overnight air courier
guaranteeing next day delivery, to the other’s address:
  If to the
      Company:
  El Paso Natural Gas
Company
 El Paso
Building
 1001 Louisiana
Street
 Houston,
Texas  77002
 Telecopier
No.:  (713) 420-4099
 Attention:  Corporate
Secretary
 
 If to the
      Trustee:
  Wilmington Trust
Company
 Rodney Square
North
 1100 North Market
Street
 Wilmington,
Delaware 19890-0001
 Attention:  Corporate
Trust Administration
 
 Each of the Company
and the Trustee by notice to the other may designate additional or different
addresses for subsequent notices or communications.
  -61-
 All notices and
communications shall be deemed to have been duly given: at the time delivered by
hand, if personally delivered; five Business Days after being deposited in the
mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and
the next Business Day after timely delivery to the courier, if sent by overnight
air courier guaranteeing next day delivery.  Notwithstanding the
foregoing, notices to the Trustee shall be effective only upon
receipt.
  Any notice or
communication to a Holder shall be mailed by first-class mail, postage prepaid,
to the Holder’s address shown on the register kept by the
Registrar.  Failure to mail a notice or communication to a Holder or
any defect in it shall not affect its sufficiency with respect to other
Holders.
  If a notice or
communication is mailed in the manner provided above within the time prescribed,
it is duly given, whether or not the addressee receives it.
  If the Company
mails a notice or communication to Holders, it shall mail a copy to the Trustee
and each Agent at the same time.
  All notices or
communications, including without limitation notices to the Trustee or the
Company by Holders, shall be in writing, except as set forth below, and in the
English language.
  In case by reason
of the suspension of regular mail service, or by reason of any other cause, it
shall be impossible to mail any notice required by this Indenture, then such
method of notification as shall be made with the approval of the Trustee shall
constitute a sufficient mailing of such notice.
  Section
      10.03
              Communication by Holders with
      Other Holders.
  Holders may
communicate pursuant to TIA Section 312(b) with other Holders with respect to
their rights under this Indenture or the Securities.  The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA Section
312(c).
  Section
      10.04
              Certificate and Opinion as to
      Conditions Precedent.
  Upon any request or
application by the Company to the Trustee to take any action under this
Indenture, the Company shall, if requested by the Trustee, furnish to the
Trustee:
  (a)  an Officers’
Certificate (which shall include the statements set forth in Section 10.05
hereof) stating that, in the opinion of the signers, all conditions precedent
and covenants, if any, provided for in this Indenture relating to the proposed
action have been complied with; and
  (b)  an Opinion of
Counsel (which shall include the statements set forth in Section 10.05 hereof)
stating that, in the opinion of such counsel, all such conditions precedent and
covenants have been complied with.
  -62-
 Section
      10.05
              Statements Required in
      Certificate or Opinion.
  Each certificate or
opinion with respect to compliance with a condition or covenant provided for in
this Indenture shall include:
  (a)  a statement that
the Person making such certificate or opinion has read such covenant or
condition;
  (b)  a brief statement
as to the nature and scope of the examination or investigation upon which the
statements or opinions contained in such certificate or opinion are
based;
  (c)  a statement that,
in the opinion of such Person, he 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
  (d)  a statement as to
whether or not, in the opinion of such Person, such condition or covenant has
been complied with.
  Section
      10.06
              Rules by Trustee and
      Agents.
  The Trustee may
make reasonable rules for action by or at a meeting of Holders.  The
Registrar or the Paying Agent may make reasonable rules and set reasonable
requirements for its functions.
  Section
      10.07
              Legal
      Holidays.
  If a payment date
is a Legal Holiday at a place of payment, payment may be made at that place on
the next succeeding day that is not a Legal Holiday, and no interest shall
accrue for the intervening period.
  Section
      10.08
              No Recourse Against
      Others.
  A director,
officer, employee or stockholder of the Company or of any Affiliate as such,
shall not have any liability for any obligations of the Company under the
Securities or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation by reason of his, her or its status
as such.  Each Holder by accepting a Security waives and releases all
such liability.  The waiver and release shall be part of the
consideration for the issue of the Securities.
  Section
      10.09
              Governing
      Law.
  THIS INDENTURE AND
THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUCTED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.  TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO
SO UNDER APPLICABLE LAW, THE COMPANY HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS INDENTURE OR THE SECURITIES AND IRREVOCABLY ACCEPTS FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY,
  -63-
 JURISDICTION OF THE
AFORESAID COURTS.  THE COMPANY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY
SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY
SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.  THE COMPANY IRREVOCABLY CONSENTS, TO THE FULLEST
EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TO THE SERVICE OF PROCESS
OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE
MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO
THE COMPANY AT ITS ADDRESS SET FORTH HEREIN, SUCH SERVICE TO BECOME EFFECTIVE 30
DAYS AFTER SUCH MAILING.  NOTWITHSTANDING THE FOREGOING, NOTHING
HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER OF SECURITIES TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION.
  Section
      10.10
              No Adverse Interpretation of
      Other Agreements.
  This Indenture may
not be used to interpret another indenture, loan or debt agreement of the
Company, or any other Subsidiary of the Company.  Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.
  Section
      10.11
              Successors.
  All agreements of
the Company in this Indenture and the Securities shall bind its
successors.  All agreements of the Trustee in this Indenture shall
bind its successors.
  Section
      10.12
              Severability.
  In case any
provision in this Indenture or in the Securities shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
  Section
      10.13
              Counterpart
      Originals.
  The parties may
sign any number of copies of this Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement.
  -64-
 Section
      10.14
              Table of Contents, Headings,
      etc.
  The Table of
Contents, Cross-Reference Table and Headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not to
be considered a part hereof and shall in no way modify or restrict any of the
terms or provisions hereof.
      -65-
  IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed as of the day and year first above written.
  Company:EL
      PASO NATURAL GAS COMPANYBy:
                /s/ Greg
      G. GruberName:
                Greg G.
      GruberTitle:
                Senior
      Vice President, Chief Financial Officer and Treasurer
 Trustee:WILMINGTON
      TRUST COMPANYBy:
                  /s/ Steven
      CimaloreName:
                  Steven
      CimaloreTitle:
                  Vice
      President
  -66-
  EXHIBIT
A
  [FACE OF
SECURITY]
  
  [Global Securities
Legend]
  [UNLESS AND UNTIL
IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS
SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  THE
DEPOSITORY TRUST COMPANY SHALL ACT AS THE DEPOSITARY UNTIL A SUCCESSOR SHALL BE
APPOINTED BY THE COMPANY AND THE REGISTRAR.  UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55
WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
  [Transfer
Restricted Securities Legend]
  [(1)           THIS
SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES
ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM.  EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT
THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS
OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER.
  (2)           THE
HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS
SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN
THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (IV) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (V) TO AN
INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS ACQUIRING THE SECURITY FOR
ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED
INVESTOR” FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE
IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, IN EACH
OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT
HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE
RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE.
  (3)           AGREES
THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN
IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND;
AND
  (4)           AGREES
THAT, BEFORE THE HOLDER OFFERS, SELLS OR OTHERWISE TRANSFERS THIS SECURITY, EL
PASO NATURAL GAS COMPANY MAY REQUIRE THE HOLDER OF THIS SECURITY TO DELIVER A
WRITTEN OPINION, CERTIFICATIONS AND/OR OTHER INFORMATION THAT IT REASONABLY
REQUIRES TO CONFIRM THAT SUCH PROPOSED TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES.
  AS USED IN THIS
SECURITY, THE TERMS “OFFSHORE
TRANSACTION,” “U.S.
PERSON” AND “UNITED
STATES” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER
THE SECURITIES ACT.]2
  
 1
                This
      paragraph should be included only if the Security is a Global
      Security.
 2
                These
      paragraphs should be included only if the Security is a Transfer
      Restricted Security.
  A-1
  EL PASO NATURAL GAS
COMPANY
  
  7 5/8% Series [A/B]
Note due 2010
  CUSIP
      [                  ]No.
      [               ]
              $[             ]
  El
Paso Natural Gas Company, a Delaware corporation (the "Company”), for value
received promises to pay to
[                                                
] or registered assigns, the principal sum of
[                   ]
United States Dollars [or such greater or lesser amount as is indicated on the
Schedule of Exchanges of Securities on the other side of this Security*] on
August 1, 2010.
  Interest Payment
Dates:                                       February
1 and August 1
  Record
Dates:                                                      January
15 and July 15
  Reference is hereby
made to the further provisions of this Security set forth on the reverse hereof,
which further provisions shall for all purposes have the same effect as if set
forth at this place.
  
 *
                This phrase
      should be included only if the Security is a Global
    Security.
  
  IN
WITNESS WHEREOF, the Company has caused this Security to be signed manually or
by facsimile by its duly authorized officers.
  EL
      PASO NATURAL GAS COMPANYBy:Name:Title:
  Certificate of
Authentication:
  Dated:
    WILMINGTON TRUST
COMPANY, as Trustee, certifies that this is one of the
Securities  referred to in the within-mentioned
Indenture.
   By:Authorized
      Signatory
 
  
   
  [REVERSE OF
SECURITY]
  
  EL PASO NATURAL GAS
COMPANY
  
  7 5/8% Series [A/B]
Note due 2010
  This Security is
one of a duly authorized issue of 7 5/8% Series [A/B] Notes due August 1, 2010
(the “Securities”) of
El Paso Natural Gas Company, a Delaware corporation (the “Company”).
  1.           Interest.  The
Company promises to pay interest on the principal amount of this Security at 7
5/8% per annum from
[                ]
until maturity.  The Company will pay interest semiannually on
February 1 and August 1 of each year (each an “Interest Payment Date”), or
if any such day is not a Business Day, on the next succeeding Business
Day.  Interest on the Securities will accrue from the most recent
Interest Payment Date on which interest has been paid or, if no interest has
been paid, from
[               ];
provided that if there
is no existing Default in the payment of interest, and if this Security is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first
Interest Payment Date shall be
[                    ]
and interest accrued from
[                 ]
shall be payable on such date.  Further, the Company shall pay
interest on overdue principal and premium, if any, from time to time on demand
at a rate equal to the interest rate then in effect; it shall pay interest on
overdue installments of interest (without regard to any applicable grace
periods) from time to time on demand at the same rate to the extent
lawful.  Interest will be computed on the basis of a 360-day year of
twelve 30-day months.
  2.           Method of
Payment.  The Company will pay interest on the Securities
(except defaulted interest) to the Persons who are registered Holders of
Securities at the close of business on the record date next preceding the
Interest Payment Date, even if such Securities are canceled after such record
date and on or before such Interest Payment Date.  The Holder must
surrender this Security to a Paying Agent to collect payments of principal and
premium, if any.  The Company will pay the principal of, and premium,
if any, and interest on the Securities in money of the United States that at the
time of payment is legal tender for payment of public and private
debts.  Payments in respect of the Securities represented by a Global
Security (including principal, premium, if any, Liquidated Damages, if any, and
interest) will be made by wire transfer of immediately available funds to the
accounts specified by The Depository Trust Company. The Company will make all
payments in respect of a certificated Security (including principal, premium, if
any, Liquidated Damages, if any, and interest) by mailing a check to the
registered address of each Holder thereof; provided, however, that payments on a
certificated Security will be made by wire transfer to a U.S. dollar account
maintained by the payee with a bank in the United States if such Holder elects
payment by wire transfer by giving written notice to the Trustee or the Paying
Agent to such effect designating such account no later than 30 days immediately
preceding the relevant due date for payment (or such other date as the Trustee
may accept in its discretion).
  
 3.           Ranking.  The
Securities are senior unsecured obligations of the Company.
  4.           Optional
Redemption.  The Securities may be redeemed, in whole or part,
at the Company’s option at any time in whole, or from time to time in part,
prior to August 1, 2007, at the Make-Whole Price (as defined below) in
accordance with the provisions of the Indenture.
  “Make-Whole Price” means an
amount equal to the greater of
  (i)           100%
of the principal amount of the Securities then outstanding to be redeemed,
and
  (ii)           as
determined by an Independent Investment Banker, the sum of the present values of
(A) the redemption price of the Securities at August 1, 2007 (as set forth
below) and (B) the remaining scheduled payments of interest from the Redemption
Date to August 1, 2007 (not including any portion of such payments of interest
accrued as of the Redemption Date) discounted back to the Redemption Date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 75 basis points,
  plus, in the case
of both (i) and (ii), accrued and unpaid interest and Liquidated Damages, if
any, to the Redemption Date.  Unless the Company defaults in the
payment of the Make-Whole Price, on and after the applicable Redemption Date,
interest shall cease to accrue on the Securities to be redeemed.
  “Comparable Treasury Issue”
means the U.S. Treasury security selected by an Independent Investment Banker as
having a maturity comparable to the remaining term of the Securities to be
redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of the Securities.
  “Comparable Treasury Price”
means, with respect to any Redemption Date, (i) the average of four Reference
Treasury Dealer Quotations for such Redemption Date, after excluding the highest
and lowest of such Reference Treasury Dealer Quotations, or (ii) if the Trustee
obtains fewer than four such Reference Treasury Dealer Quotations, the average
of all such Reference Treasury Dealer Quotations.
  “Independent Investment
Banker” means Citigroup Global Markets Inc. or Credit Suisse First Boston
LLC and their respective successors at the Company’s option, or, if such firms
or the successors, if any, to such firms, as the case may be, are unwilling or
unable to select the Comparable Treasury Issue, an independent investment
banking institution of national standing appointed by the Company.
  “Reference Treasury Dealer”
means Citigroup Global Markets Inc. or Credit Suisse First Boston LLC, at the
Company’s option, and three additional primary U.S. government securities
dealers in New York City (each a “Primary Treasury Dealer”) selected by the
Company, and their respective successors; provided, however, that if
any such firm or any such successor, as the case may be, shall cease to be a
primary U.S. government securities dealer in New York City, the Company shall
substitute therefore another Primary Treasury Dealer.
  
 “Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any
Redemption Date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day
preceding such Redemption Date.
  “Treasury Rate” means, with
respect to any Redemption Date, (i) the yield, under the heading which
represents the average for the immediately preceding week, appearing in the most
recently published statistical release designated “H.15(519)” or any successor
publication that is published weekly by the Board of Governors of the Federal
Reserve System and that establishes yields on actively traded United States
Treasury securities adjusted to constant maturity under the caption “Treasury
Constant Maturities,” for the maturity corresponding to the Comparable Treasury
Issue (if no maturity is within three months before or after the Stated
Maturity, yields for the two published maturities most closely corresponding to
the Comparable Treasury Issue shall be determined, and the Treasury Rate shall
be interpolated or extrapolated from such yields on a straight-line basis,
rounding to the nearest month) or (ii) if such release (or any successor
release) is not published during the week preceding the calculation date or does
not contain such yields, the rate per annum equal to the semi-annual equivalent
yield to maturity of the Comparable Treasury Issue, calculated using a price for
the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption
Date.  The Treasury Rate shall be calculated on the third Business Day
preceding the Redemption Date.
  The notice of
redemption with respect to the foregoing redemption need not set forth the
Make-Whole Price but only the manner of calculation thereof.  The
Company shall notify the Trustee of the Make-Whole Price with respect to any
redemption promptly after the calculation thereof, and the Trustee shall not be
responsible for such calculation.
  Beginning on August
1, 2007, the Company may redeem the Securities, in whole or in part, at the
Company’s option at any time or from time to time, at the following redemption
prices (expressed as percentages of principal amount), plus accrued and unpaid
interest and Liquidated Damages, if any, to the applicable Redemption Date, if
redeemed during the 12-month period beginning on each August 1of the years
indicated below:
  Year
              
              Percentage2007
              
              103.813%2008
              
              101.906%2009 and
      thereafter
              
              100.000%
  
 5.           Paying Agent and
Registrar.  Initially, Wilmington Trust Company (the “Trustee”), the Trustee under
the Indenture, will act as Paying Agent and Registrar.  The Company
may change any Paying Agent, Registrar, co-registrar or additional paying agent
without notice to any Holder.  The Company or any of its Subsidiaries
may act in any such capacity.
  6.           Indenture.  The
Company issued the Securities under an Indenture dated as of July 21, 2003 (as
amended, supplemented or otherwise modified form time to time, the “Indenture”) between the
Company and the Trustee.  The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb), as
in effect on the date of execution of the Indenture (the “TIA”).  The
Securities are subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement of such terms.  The Securities
are unsecured general obligations of the Company.  Capitalized terms
used but not defined in this Security have the respective meanings given to such
terms in the Indenture.  The Company may issue Additional Securities
under the Indenture subject to compliance with Section 3.08 thereof, unlimited
in aggregate principal amount.
  7.           Denominations, Transfer,
Exchange.  The Securities are in registered form without
coupons in denominations of $1,000 and integral multiples of
$1,000.  The transfer of  Securities may be registered and
Securities may be exchanged as provided in the Indenture.  The
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture.  The Registrar need not
exchange or register the transfer of any Securities during the period between a
record date and the corresponding Interest Payment Date.
  8.           Persons Deemed
Owners.  The registered Holder of a Security shall be treated
as its owner for all purposes.
  9.           Amendments and
Waivers.  Subject to certain exceptions and limitations, the
Indenture or the Securities may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the then outstanding
Securities, and compliance in a particular instance by the Company with any
provision of the Indenture may be waived (other than certain provisions,
including any continuing Default or Event of Default in the payment of the
principal of, or premium, if any, or interest on the Securities) by the Holders
of at least a majority in principal amount of the Securities then outstanding in
accordance with the terms of the Indenture.  Without the consent of
any Holder, the Company and the Trustee may amend or supplement the Indenture or
the Securities to cure any ambiguity, omission, defect or inconsistency; to
comply with the Indenture in the case of the merger, consolidation or sale or
other disposition of all or substantially all of the assets of the Company; to
provide for uncertificated Securities in addition to or in place of certificated
Securities; to add any additional Events of Default; to provide for the
acceptance under the Indenture of a successor trustee in compliance with the
provisions thereof; to secure the Securities pursuant to the requirements under
the Indenture; to comply with any requirements in order to effect or maintain
the qualification of the Indenture under the TIA; to comply with any
requirements of the SEC in connection with qualifying the Indenture under the
TIA; to add to the covenants of the Company for the benefit of the Holders or to
surrender any power conferred upon the Company; or to make any change that does
not adversely affect the rights of any Holder in any material
respect.
  
 The right of any
Holder to participate in any consent required or sought pursuant to any
provision of the Indenture (and the obligation of the Company to obtain any such
consent otherwise required from such Holder) may be subject to the requirement
that such Holder shall have been the Holder of record of any Securities with
respect to which such consent is required or sought as of a date identified by
the Trustee in a notice furnished to Holders in accordance with the terms of the
Indenture.
  Without the consent
of each Holder affected, the Company may not (i) reduce the percentage of
principal amount of Securities whose Holders must consent to an amendment,
supplement or waiver, (ii) reduce the rate of or change the time for payment of
interest, including default interest, on any Security, (iii) reduce the
principal of or change the fixed maturity of any Security or alter the premium
or other provisions with respect to redemption, (iv) change the place of
payment or make any Security payable in money other than that stated in the
Security, (v) impair the right to institute suit for the enforcement of any
payment of principal of, or premium, if any, or interest on any Security, (vi)
make any change in the percentage of principal amount of Securities necessary to
waive compliance with certain provisions of the Indenture or (vii) waive a
continuing Default or Event of Default in the payment of principal of, or
premium, if any, or interest on the Securities.
  10.           Defaults and
Remedies.  Generally, an Event of Default occurs
if:  (i) the Company defaults in the payment of any interest or
Liquidated Damages, if any, on any Security when it becomes due and payable, and
the default continues for 30 days; (ii) the Company defaults in the payment of
the principal of, or premium, if any, on, any Security at its Maturity; (iii)
the Company defaults in the performance, or breach, of any other term, covenant
or warranty of the Company in the Indenture, and the default or breach continues
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
that series a written notice specifying the default or breach and requiring it
to be remedied and stating that such notice is a "Notice of Default" hereunder;
(iv) certain events of bankruptcy or liquidation with respect to the Company
occur; or (v) the Company defaults under any debt or under any instrument under
which there may be issued or by which there may be secured or evidenced any debt
for money borrowed by the Company or any of its Restricted Subsidiaries or under
any guarantee of payment by the Company or any of its Restricted Subsidiaries of
debt for money borrowed (other than a default under any debt of El Paso or one
or more Subsidiaries of El Paso (other than the Company or any of its Restricted
Subsidiaries) guaranteed by one or more of the Company’s Restricted
Subsidiaries), whether such debt or guarantee now exists or shall hereafter be
created, and the effect of such default is to result in such debt becoming due
prior to its stated maturity; provided, however, that no Event of Default under
this clause (v) shall exist if all such defaults do not relate to such debt or
such guarantees with an aggregate principal amount in excess of $25 million at
the time outstanding; and provided further, that if such default under such
bond, debenture, note or other evidence of debt for borrowed money or mortgage,
indenture or other instrument shall be cured by the Company or its Restricted
Subsidiary, or be waived by the holders of such debt, in each case as may be
permitted by such bond, debenture, note or other evidence of debt for borrowed
money or any mortgage, indenture or other instrument, then the Event of Default
under this clause (v) by reason of such default shall be deemed likewise to have
been thereupon cured or waived.
  
 If an Event of
Default (other than an Event of Default specified in clause (iv) above) occurs
and is continuing, the Trustee may, by notice to the Company, or the Holders of
at least 25% in principal amount of the then outstanding Securities may declare
by notice to the Company and the Trustee, and the Trustee shall, upon the
request of such Holders the principal of, premium, if any, and accrued and
unpaid interest and Liquidated Damages, if any, on all then outstanding
Securities (if not then due and payable) to be immediately due and payable, and
upon any such declaration the same shall become and be immediately due and
payable.  The amount due and payable upon the acceleration of any
Security is equal to 100% of the principal amount thereof plus premium, if any,
and accrued and unpaid interest and Liquidated Damages, if any, to the date of
payment.  Holders may not enforce the Indenture or the Securities
except as provided in the Indenture.  If an Event of Default specified
in clause (iv) above with respect to the Company occurs, the principal of,
premium, if any, on, accrued and unpaid interest on, and Liquidated Damages, if
any, on all Securities then outstanding shall ipso factobecome and be
immediately due and payable without any declaration, notice or other act on the
part of the Trustee or any Holder.
  11.           Discharge Prior to Maturity.
The Indenture shall be discharged and canceled upon the payment of all of the
Securities and shall be discharged except for certain obligations upon the
irrevocable deposit with the Trustee of funds or U.S. Government Obligations
sufficient for such payment.
  12.           Trustee Dealings with the
Company.  The Trustee, in its individual or any other capacity,
may make loans to, accept deposits from, and perform services for the Company or
its Affiliates, and may otherwise deal with the Company or its Affiliates, as if
it were not Trustee.
  13.           No Recourse Against Others. A
director, officer, employee or stockholder, as such, of the Company or of any
Affiliate shall not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation by reason of his, her or its status
as such.  Each Holder by accepting a Security waives and releases all
such liability.  The waiver and release are part of the consideration
for the issuance of the Securities.
  14.           Authentication.  This
Security shall not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent.
  
 15.           CUSIP
Numbers.  Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Securities as a convenience to the Holders of
the Securities.  No representation is made as to  the
accuracy of such numbers as printed on the Securities and reliance may be placed
only on the other identification numbers printed thereon.
  16.           Abbreviations.  Customary
abbreviations may be used in the name of a Holder or an assignee, such
as:  TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).
  17.           Governing
Law.  THE
INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUCTED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.  TO THE FULLEST EXTENT IT MAY
EFFECTIVELY DO SO UNDER APPLICABLE LAW, THE COMPANY HEREBY IRREVOCABLY SUBMITS
TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF
MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF
MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SECURITIES AND IRREVOCABLY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS.  THE COMPANY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER
APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION THAT IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  THE
COMPANY IRREVOCABLY CONSENTS, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO
UNDER APPLICABLE LAW, TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE COMPANY AT ITS ADDRESS SET
FORTH HEREIN, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH
MAILING.  NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL AFFECT
THE RIGHT OF ANY HOLDER OF SECURITIES TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
THE COMPANY IN ANY OTHER JURISDICTION.
  18.           [Additional
Rights and Obligations of Holders of Transfer Restricted
Securities.  In addition to the rights provided to Holders of
Securities under the Indenture, Holders of Transfer Restricted Securities shall
have all the rights set forth in the Registration Rights Agreement applicable to
such Securities.  Each Holder of a Transfer Restricted Security, by
his acceptance thereof, acknowledges and agrees to the provisions of such
Registration Rights Agreement, including without limitation the obligations of
the Holders with respect to a registration and the indemnification of the
Company to the extent provided therein.].**
  
 The Company will
furnish to any Holder upon written request and without charge a copy of the
Indenture.  Request may be made to:
  El
      Paso Natural Gas CompanyEl Paso
      Building1001 Louisiana
      StreetHouston,
      Texas  77002Telecopier
      No.:  (713) 420-4099Attention:  Corporate
      Secretary
 
 **
                This
      paragraph should be included only if the Security is a Transfer Restricted
      Security.
  
  ASSIGNMENT
FORM
   To assign this Security, fill in the form below: (I) or (we)
      assign and transfer this Security to(Insert
      assignee’s social security or tax I.D. number)(Print or
      type assignee’s name, address and zip code)
  and irrevocably
appoint ___________________________________________________ as agent to transfer
this Security on the books of the Company.  The agent may substitute
another to act for him.
   Date:Your
      Signature:(Sign exactly
      as your name appears on the face of this Security)Signature
      Guarantee:(Participant
      in a Recognized Signature Guaranty Medallion
    Program)
   In connection with
any transfer of any of the Securities evidenced by this certificate occurring
prior to the expiration of the period referred to in Rule 144(k) under the
Securities Act after the later of the date of original issuance of such
Securities and the last date, if any, on which such Securities were owned by the
Company or any Affiliate of the Company, the undersigned confirms that such
Securities are being transferred as specified below:
   CHECK
ONE
  (1) o
              to the
      Company or a Subsidiary thereof; or(2) o
              to a “qualified institutional
      buyer” (as defined in Rule 144A under the Securities Act of 1933)
      that purchases for its own account or for the account of a qualified
      institutional buyer to whom notice is given that such transfer is being
      made in reliance on Rule 144A, in each case pursuant to and in compliance
      with Rule 144A under the Securities Act of 1933; or(3) o
              outside the
      United States to a “foreign person” in compliance with Rule 904 of
      Regulation S under the Securities Act of 1933; or(4) o
              to an
      institutional “accredited investor” (within the meaning of subparagraph
      (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act of
      1933); or
  
 (5) o
              pursuant to
      an effective registration statement under the Securities Act of 1933;
      or(6) o
              pursuant to
      an exemption from the registration requirements of the Securities Act of
      1933, provided by Rule 144
thereunder.
  and unless the box
below is checked, the undersigned confirms that such Security is not being
transferred to an “affiliate” of the Company as defined in Rule 144 under the
Securities Act of 1933 (an “Affiliate”):
  The
transferee is an Affiliate of the Company.
  Unless one
of  items (1) through (6) above is checked, the Trustee will refuse to
register any of the Securities evidenced by this certificate in the name of any
person other than the registered Holder thereof; provided, however, that if item (3),
(4) or (5) is checked, the Company or the Trustee may require, prior to
registering any such transfer of the Securities, in their sole discretion, such
written legal opinions, certifications (including an investment letter, and in
the case of a transfer pursuant to item (3) or (4), a Regulation S Letter or
Transferee Letter, in each case, in substantially the form set forth below) and
other information as the Trustee or the Company have reasonably requested to
confirm that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
of 1933.
  If none of the
foregoing items are checked, the Trustee or Registrar shall not be obligated to
register this Security in the name of any person other than the Holder hereof
unless and until the conditions to any such transfer of registration set forth
herein and in Section 2.06 of the Indenture shall have been
satisfied.
  Signed:(Sign exactly as your name
      appears on the face of this Security)Signature
      Guarantee:
  
  TO BE COMPLETED BY
PURCHASER IF (2) ABOVE IS CHECKED
  The undersigned
represents and warrants that it is purchasing this Security for its own account
or an account with respect to which it exercises sole investment discretion and
that it and any such account is a “qualified institutional
buyer” within the meaning of Rule 144A under the Securities Act of 1933
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned’s foregoing representations in order to claim the exemption from
registration provided by Rule 144A.
   Dated:Notice: to be
      executed by an executive officer***
     
 ***
                These
      paragraphs should be included only if the Security is a Transfer
      Restricted Security.
  
  FORM OF REGULATION
S LETTER TO BE DELIVERED
  IN CONNECTION WITH
TRANSFERS PURSUANT TO REGULATION S
  [                          ],
[    ]
  Wilmington Trust
Company
 Rodney Square
North
 1100 North Market
Street
 Wilmington,
Delaware 19890-0001
 Attention:  Corporate
Trust Administration
 
  Re:           7
5/8% Series A Notes due 2010 of El Paso Natural Gas Company
  Ladies and
Gentlemen:
  In connection with
our proposed sale of
$[                       ]
principal amount of the above referenced Securities (the “Securities”), we confirm that
such sale has been effected pursuant to and in accordance with Regulation S
under the Securities Act of 1933, as amended (the “Securities Act”), and,
accordingly, we represent that:
  (i)           the
offer of the Securities was not made to a person in the United
States;
  (ii)           at
the time the buy order was originated, the transferee was outside the United
States or we and any person acting on our behalf reasonably believed that the
transferee was outside the United States;
  (iii)           no
directed selling efforts have been made by us in the United States in
contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S,
as applicable; and
  (iv)           the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act.
   
   You and El Paso
Natural Gas Company are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.  Terms used but not defined in this
letter  have the meanings set forth in Regulation S under the
Securities Act.
  Very truly yours,[Name of
      Transferor]By:Authorized
      Signature
  
  FORM OF TRANSFEREE
LETTER
  TO BE DELIVERED IN
CONNECTION WITH
  TRANSFERS TO
NON-QIB ACCREDITED INVESTORS
  [                            ] ,
[          ]
  Wilmington Trust
Company
 Rodney Square
North
 1100 North Market
Street
 Wilmington,
Delaware 19890-0001
 Attention:  Corporate
Trust Administration
 
  Re:           7
5/8% Series A Notes due 2010 of El Paso Natural Gas Company
  In
connection with our proposed purchase of
$[                      ]
principal amount of the above referenced Securities (the “Securities”), we confirm
that:
  (i)           We
have received such information as we deem necessary in order to make our
investment decision.
  (ii)           We
understand that any subsequent transfer of the Securities or any interest
therein is subject to certain restrictions and conditions set forth in the
Indenture and the undersigned agrees to be bound by, and not to resell, pledge
or otherwise transfer the Securities or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the “Securities
Act”).
  (iii)           We
understand that the offer and sale of the Securities have not been registered
under the Securities Act, and that the Securities and any interest therein may
not be offered or sold except as permitted in the following
sentence.  We agree, on our own behalf and on behalf of any accounts
for which we are acting as hereinafter stated, that if we should sell the
Securities or any interest therein, we will do so only (A) to the Company or any
subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to
a “qualified institutional
buyer” (as defined therein), (C) to an institutional “accredited investor” (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter, (D) outside the United States in
accordance with Rule 904 of Regulation S under the Securities Act, (E)
pursuant to the provisions of Rule 144(k) under the Securities Act or (F)
pursuant to an effective registration statement under the Securities Act, and we
further agree to provide to any person purchasing the certificated Security or
beneficial interest in a Global Security from the Company in a transaction
meeting the requirements of clauses (A) through (E) of this paragraph a notice
advising such purchaser that resales thereof are restricted as stated
herein.
  
 (iv)           We
understand that, on any proposed resale of the Security or beneficial interest
therein, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions.  We further understand that the Security purchased by
the Company will bear a legend to the foregoing effect.
  (v)           We
are an institutional “accredited investor” (as
defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act) and have such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of our investment in the
Security, and we and any accounts for which we are acting are each able to bear
the economic risk of our or its investment.
  (vi)           We
are acquiring the Security or beneficial interest therein purchased by the
Company for our own account or for one or more accounts (each of which is an
institutional “accredited investor”) as to each of which we exercise sole
investment discretion.
  You and the Company
are entitled to rely upon this letter and are irrevocably authorized to produce
this letter or a copy hereof to any interested party in any administrative or
legal proceedings or official inquiry with respect to the matters covered
hereby.
    [Insert
      Name of Accredited Investor]By:Name:Title:
 SCHEDULE OF
EXCHANGES OF SECURITIES***
   The following
exchanges, redemptions or repurchases of a part of this Global Security have
been made:
  Date
      ofTransaction
              
              Amount
      of decrease in Principal Amount of Global Security
              
              Amount
      of increase in Principal Amount of Global Security
              
              Principal
      Amount of Global Security following suchdecrease(or
      increase)
              
              Signature
      of authorized signatory of Trustee orSecuritiesCustodian
   
 ***
                This Schedule
      should be included only if the Security is a Global
    Security.
  A-20