exhibit4_c.htm


    
      

    


    EXHIBIT
4.C

    


    


    


    


    SOUTHERN
NATURAL GAS COMPANY,

    


    as
Company

     

     

     

     

    and

    


    


    


    


    THE
BANK OF NEW YORK,

    


    as
Trustee

    


    


    ----------

    


    


    


    INDENTURE

    


    Dated as of March
5, 2003

     

    Series A and Series
B

     

    8 7/8% Notes due
2010

    


    


    


    


    
      
 

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    TABLE OF
CONTENTS

    


    ARTICLE
I

    


    DEFINITIONS AND
INCORPORATION BY REFERENCE

     

     

    
      	 	 	PAGE
	
              Section
      1.01.

            	 Definitions 	 1
	 Section 1.02.	 Other
    Definitions	 13
	 Section 1.03. 	 Incorporation by
      Reference of Trust Indenture Act	 13
	 
      

              Section 1.04.
      

            	 Rules of
      Construction	 14
	
                 ARTICLE
      II 

              
THE
      SECURITIES

            
	 
      

              Section 2.01.
      

            	 Form and
    Dating14	 14
	 Section 2.02. 	 Execution and
      Authentication15	 15
	 Section 2.03. 	 Registrar and Paying
      Agent16	 16
	
              Section 2.04.
      

            	 Paying Agent to Hold
      Money in Trust17	 17
	
              Section 2.05.
      

            	 Holder Lists	 17
	
              Section 2.06.
      

            	 Transfer and
      Exchange	 17
	
              Section 2.07.
      

            	 Certificated
      Securities	 22
	
              Section 2.08.
      

            	 Replacement
      Securities	 23
	
              Section 2.09.
      

            	 Outstanding
      Securities	 23
	
              Section 2.10.
      

            	 Treasury
      Securities	 24
	
              Section 2.11.
      

            	 Temporary
      Securities	 24
	
              Section 2.12.
      

            	 Cancellation	 24
	
              Section 2.13.
      

            	 Defaulted
    Interest	 24
	
              Section
      2.14.

            	 Persons Deemed
      Owners	 25
	
              Section 2.15.
      

            	 CUSIP Numbers	 25
	 	 	 
	
              ARTICLE
      III

              
COVENANTS

            
	
              Section 3.01.
      

            	 Payment of
      Securities	 25
	
              Section 3.02.
      

            	 Maintenance of Office or
      Agency	 25
	
              Section 3.03.
      

            	 SEC Reports; Financial
      Statements	 26
	
              Section 3.04.
      

            	 Compliance
      Certificate	 27
	
              Section 3.05.
      

            	 Limitation on
      Liens	 27
	
              Section 3.06.
      

            	 [Reserved]	 31
	
              Section 3.07.
      

            	 Limitation on Restricted
      Payments	 31
	
              Section 3.08.
      

            	 Limitation on Incurrence
      of Debt	 34


    

     

     

    


    


     

    


    -i-


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	

              Section
      3.09.

            	Limitation on
      Participation in El Paso's Cash Management Program	 35
	

              Section 3.10.
      

            	 Limitation on
      Transactions with Affiliates	 36
	

              Section
      3.11.

            	 Waiver of
      Stay, Extension or Usury Laws	 37
	 	 	 
	  

              ARTICLE
      IV

              


              CONSOLIDATION,
      MERGER AND SALE

              


               

            
	

              Section
      4.01.

            	 Limitation on
      Mergers and Consolidations	 38
	

              Section 4.02.
      

            	 Successors
      Substituted 	 38
	  

              


              ARTICLE
      V

              


              DEFAULTS AND
      REMEDIES

              


            
	

              Section 5.01.
      

            	 Events of
      Default	 39
	

              Section 5.02.
      

            	 Acceleration	 40
	

              Section 5.03.
      

            	 Other
      Remedies	 41
	

              Section 5.04.
      

            	 Waiver of
      Existing Defaults	 41
	

              Section 5.05.
      

            	 Control by
      Majority	 42
	

              Section 5.06.
      

            	 Limitations on
      Suits	 42
	

              Section 5.07.
      

            	 Rights of
      Holders to Receive Payment	 43
	

              Section 5.08.
      

            	 Collection
      Suit by Trustee	 43
	

              Section 5.09.
      

            	 Trustee May
      File Proofs of Claim	 43
	

              Section
      5.10.

            	 
      Priorities	 44
	

              Section
      5.11.

            	 Undertaking
      for Costs	 44
	 	 	 
	

              ARTICLE
      VI

              


              TRUSTEE

              


            
	

              Section
      6.01.

            	  Duties of
      Trustee	 44
	

              Section 6.02.
      

            	 Rights of
      Trustee	 45
	

              Section 6.03.
      

            	 Individual
      Rights of Trustee	 47
	

              Section 6.04.
      

            	 Trustee's
      Disclaimer	 47
	

              Section 6.05.
      

            	 Notice of
      Defaults	 47
	

              Section 6.06.
      

            	 Reports by
      Trustee to Holders	 47
	

              Section
      6.07.

            	 Compensation
      and Indemnity	 47
	

              Section 6.08.
      

            	 Replacement of
      Trustee	 48
	

              Section 6.09.
      

            	 Successor
      Trustee by Merger, etc	 49
	

              Section 6.10.
      

            	 Eligibility;
      Disqualification	 50
	

              Section 6.11.
      

            	 Preferential
      Collection of Claims Against Company	 50


    

     


    


    


     

    


    -ii-


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	  

              ARTICLE
      VII

              


              DISCHARGE OF
      INDENTURE; DEFEASANCE


            
	

              Section 7.01.
      

            	 Discharge of
      Indenture	 50
	

              Section 7.02.
      

            	 Legal
      Defeasance	 51
	

              Section 7.03.
      

            	 Covenant
      Defeasance	 52
	

              Section 7.04.
      

            	 Conditions to
      Legal Defeasance or Covenant Defeasance	 52
	

              Section 7.05.
      

            	 Deposited
      Money and U.S. Government Obligations To Be Held in
      Trust; Other Miscellaneous Provisions	 53
	

              Section
      7.06.

            	 Reinstatement	 54
	

              Section 7.07.
      

            	 Moneys Held by
      Paying Agent	 54
	

              Section 7.08.
      

            	 Moneys Held by
      Trustee	 54
	  

              ARTICLE
      VIII

              


              AMENDMENTS

            
	

              Section 8.01.
      

            	 Without
      Consent of Holders	 55
	

              Section 8.02.
      

            	 With Consent
      of Holders	 56
	

              Section 8.03.
      

            	 Compliance
      with Trust Indenture Act	 57
	

              Section 8.04.
      

            	 Revocation and
      Effect of Consents	 57
	

              Section 8.05.
      

            	 Notation on or
      Exchange of Securities	 58
	

              Section 8.06.
      

            	 Trustee to
      Sign Amendments, etc	 58
	  

              ARTICLE
      IX

              


              REDEMPTION

            
	

              Section 9.01.
      

            	 Notices to
      Trustee	 58
	

              Section 9.02.
      

            	 Selection of
      Securities to be Redeemed	 59
	

              Section 9.03.
      

            	 Notices to
      Holders	 59
	

              Section
      9.04.

            	 Effect of
      Notices of Redemption	 60
	

              Section 9.05.
      

            	 Deposit of
      Redemption Price	 60
	

              Section 9.06.
      

            	 Securities
      Redeemed in Part	 60
	  

              ARTICLE
      X

              


              MISCELLANEOUS

            
	

              Section
      10.01.

            	  Trust
      Indenture Act Controls	 61
	

              Section
      10.02.

            	 
    Notices	 61
	

              Section
      10.03. 

            	 Communication
      by Holders with Other Holders	 62
	

              Section
      10.04. 

            	 Certificate
      and Opinion as to Conditions Precedent	 62
	

              Section
      10.05. 

            	 Statements
      Required in Certificate or Opinion	 62
	 	 	 


    

     


    


    


    


    


    


    


    


    


    -iii-


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     

    


     

    
      	

              Section
      10.06. 

            	 Rules by
      Trustee and Agents	 63
	

              Section
      10.07. 

            	 Legal
      Holidays	 63
	

              Section
      10.08. 

            	 No Recourse
      Against Others	 63
	

              Section
      10.09. 

            	 Governing
      Law	 63
	

              Section
      10.10. 

            	 No Adverse
      Interpretation of Other Agreements	 64
	

              Section
      10.11. 

            	 Successors	 64
	

              Section
      10.12. 

            	 Severability	 64
	

              Section
      10.13. 

            	 Counterpart
      Originals	 64
	

              Section
      10.14. 

            	 Table of
      Contents, Headings, etc	 64
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

     

    


    EXHIBITS

    


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

    


    


    


    -iv-


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    CROSS-REFERENCE
TABLE*

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

    


    


    Indenture

     TIA
Section                                                                           Section

    


    


     310  (a)(1)........................................................................  Section
6.10

           
(a)(2)........................................................................  Section
6.10

          
 (a)(3)........................................................................  N.A.

         
  (a)(4)........................................................................  N.A.

          
 (a)(5)........................................................................  Section
6.10

         
  (b)...........................................................................  Section
6.10,

                                                                                          Section
7.01(b)

          
 (c)...........................................................................  N.A.

     311
 (a)...........................................................................  Section
6.11

          
 (b)...........................................................................  Section
6.11

          
 (c)...........................................................................  N.A.

     312 
(a)...........................................................................  Section
2.05

           
(b)...........................................................................  Section
10.03

          
 (c)...........................................................................  Section
10.03

     313  (a)...........................................................................  Section
6.06

         
  (b)...........................................................................  Section
6.06

         
  (c)...........................................................................  Section
6.06

           
(d)...........................................................................  Section
6.06

     314  (a)...........................................................................  Section
3.03

          
 (b)...........................................................................  N.A.

           
(c)(1)........................................................................  Section
10.04

          
 (c)(2)........................................................................  Section
10.04

         
  (c)(3)........................................................................  N.A.

         
  (d)...........................................................................  N.A.

         
  (e)...........................................................................  Section
10.05

          
 (f)...........................................................................  N.A.

     315  (a)...........................................................................  Section
6.01(b)

          
 (b)...........................................................................  Section
6.05

          
 (c)...........................................................................  Section
6.01(a)

          
 (d)...........................................................................  Section
6.01(3)

          
 (e)...........................................................................  Section
5.11

     316  (a)
(last
sentence)...........................................................  Section
2.09

          
 (a)(1)(A).....................................................................  Section
5.05

          
 (a)(1)(B).....................................................................  Section
5.04

          
 (a)(2)........................................................................  N.A.

          
 (b)...........................................................................  Section
5.07

          
 (c)...........................................................................  Section
8.04

     317  (a)(1)........................................................................  Section
5.08

          
 (a)(2)........................................................................  Section
5.09

     318  (a)...........................................................................  Section
9.01

     318  (c)...........................................................................  Section
9.01

    


    N.A. means not
applicable

    *
This Cross-Reference Table is not part of this Indenture

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

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

    


             Each
party agrees as follows for the benefit of the other parties and for the equal
and ratable benefit of the Holders of the Company's 8 7/8% Series A Notes due
2010 (the "Series A Securities") and 8 7/8% Series B Notes due 2010 (the "Series
B Securities", and together with the Series A Securities and any

    Additional
Securities that may be issued in the future in accordance with Article II, the
"Securities").

    


    ARTICLE
I

    


    DEFINITIONS AND
INCORPORATION BY REFERENCE

    


    Section 1.01.
Definitions.

    


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

    


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

    


             "Affiliate"
of any specified Person means any other Person directly or indirectly
controlling or controlled by, or under direct or indirect common control with,
such specified Person. For purposes of this definition, "control" when used with
respect to any Person means the power to direct the management

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

    


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

    


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

    


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

    


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

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    "Capital Stock"
means:

    


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

    


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

             Person;

    


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

    


                      (4)
with respect to any other Person, any other interest or participation that
confers on a Person the right to receive a share of  the profits and
losses of or distributions of assets of, the issuing Person.

    


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

    


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

    


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

    


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

    


             "Consolidated
Debt" means, as of any date of determination, the total, without duplication, of
all of the Company's Debt and all Debt of its Restricted Subsidiaries
outstanding on such date, after eliminating all offsetting debits and credits
between the Company and any Restricted Subsidiary and all other

    items required to
be eliminated in the course of the preparation of consolidated financial
statements of the Company and its Restricted Subsidiaries in accordance with
GAAP.

    


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

    


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

    


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

    


             "Consolidated
Net Income" means, with respect to any Person for any period, the aggregate of
the Net Income of such Person and its Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP, provided that (i)
the Net Income (but not loss) of any Person that is

    not a Restricted
Subsidiary or that is accounted for by the equity method of accounting shall be
included only to the extent of the amount of dividends or distributions paid in
cash to the referent Person or a Restricted Subsidiary thereof, (ii) the Net
Income of any Restricted Subsidiary shall be excluded to

    the extent that the
declaration or payment of dividends or similar distributions by that Restricted
Subsidiary of that Net Income is not at the date of determination permitted
without any prior governmental approval (that has not been obtained) or,
directly or indirectly, by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Restricted Subsidiary or its stockholders, (iii)
the Net Income of any Person acquired in a pooling of interests transaction for
any period prior to the date of such acquisition shall be excluded and (iv) the
cumulative effect of a change in accounting principles shall be
excluded.

    


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

    


    


    


    -3-


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    El
Paso and its Subsidiaries or (2) in order to avoid double counting, a guarantee
described in clause (ii) above of any liability described in clause (i) above if
such liability has been included in the determination of Debt.

    


    


    


    


    -4-


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    


    


    


    -5-


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


    


    "GAAP" means
generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such

    other entity as
have been approved by a significant segment of the accounting profession, which
are in effect from time to time.

    


             "guarantee"
means any obligation, contingent or otherwise, of any Person directly or
indirectly guaranteeing any Debt of any other Person and any obligation, direct
or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such

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

    


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

    


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

    


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

    funds to, or to
invest in, such other Persons, or to pay for property, products or services of
such other Persons (whether or not conveyed, delivered or rendered), demand
charge contracts, through-put, take-or-pay, keep-well, make-whole or maintenance
of working capital or similar agreements; or guarantees with respect to rental
or other similar periodic payments to be made by such other
Persons.

    


    


    


    -6-


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


    


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

    


             "Independent
Financial Advisor" means an investment banking firm of national standing or any
third party appraiser that is determined by the Company's Board of Directors to
be reasonably competent to issue an opinion or valuation with respect to the
matter for which it has been engaged; provided

    that such firm or
appraiser is not an Affiliate of the Company.

    


             "Initial
Issue Date" means the first date on which the Series A Securities are issued
under this Indenture.

    


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

    


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

    


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

    


             "Investment"
in any Person means any direct or indirect advance, loan (other than advances to
customers in the ordinary course of business) or other extension of credit
(including by way of guarantee or similar arrangement, but excluding any debt or
extension of credit represented by a bank deposit other

    than a time
deposit) or capital contribution to (by means of any transfer of cash or other
property to other Persons or any payment for property or services for the
account or use of other Persons), or any purchase or acquisition of Capital
Stock, Debt or other similar instruments issued by such Person.

    


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

    


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

    


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

    


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

    


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

    


    


    


     -7-


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


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

    


             "Net
Income" means, with respect to any Person, the net income (loss) of such Person,
determined in accordance with GAAP and before any reduction in respect of
dividends on Preferred Stock, excluding, however, (i) any gain (but not loss),
together with any related provision for taxes on such gain (but not

    loss), realized in
connection with (a) any asset sale (except in the ordinary course of business)
(including, without limitation, dispositions pursuant to sale-leaseback
transactions) or (b) the disposition of any securities by such Person or any of
its Subsidiaries and (ii) any extraordinary or nonrecurring

    gain (but not
loss), together with any related provision for taxes on such extraordinary or
nonrecurring gain (but not loss).

    


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

    


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

    


             "Operating
Cash Flow" means, with respect to any Person for any period, the Consolidated
EBITDA of such Person for such period, less aggregate maintenance capital
expenditures of such Person, and its Restricted Subsidiaries for such period
determined in accordance with GAAP, less any taxes paid in cash

    by
such Person based on income or profits of such Person and its Restricted
Subsidiaries to the extent such income or profits were included in calculating
Consolidated Net Income for purposes of calculating Consolidated EBITDA of such
Person for such period, less Consolidated Interest Expense of such Person for
such period.

    


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

    


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

    


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

    


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

    


    


    


     -8-


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


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

    


                      (1)      cash
or cash equivalents;

    


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

    


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

    


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

    


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

    


                      (6)
Hedging Obligations;

    


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

    


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

    


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

    


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

             all
its assets to, the Company or one of its subsidiaries; and

    


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

    


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

    


    


    


     -9-


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


    


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

    over shares of any
other class of capital stock or other equity interests issued by such
Person.

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


             "Restricted
Payment" means:

    


                      (1)
the declaration or payment of any dividend or the making of any other
distribution (other than dividends or distributions payable solely in Qualified
Capital Stock or in options, rights or

             warrants
to acquire Qualified Capital Stock) on shares of Capital Stock of the
Company;

    


                      (2)
the declaration or payment of any dividend or the making of any other
distribution on shares of the Capital Stock of a Restricted Subsidiary to any
Person (other than (a) to the Company or any of its Subsidiaries, (b)
dividends or
distributions made by a Restricted Subsidiary on a pro rata basis to all
stockholders of such Restricted Subsidiary (or owners of an equivalent interest
in the case of a Restricted Subsidiary that is not a corporation) or (c)
dividends or distributions payable solely in its Qualified Capital Stock or in
options, rights or warrants to acquire Qualified Capital
Stock);

    


    


    


    -10-


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


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

    


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

    


             "Restricted
Subsidiary" means an operating Subsidiary (i) substantially all of the physical
properties of which are located, and substantially all of the business of which
is carried on, in the continental United States, (ii) the primary business of
which consists of the acquisition, owning, holding, development or operation of
assets or properties (directly, and not through ownership of capital stock of,
or partnership, association or other participation in, other Persons, whether
corporations, partnerships, unincorporated associations, joint ventures or other
separate entities) for the exploration for, or purchase, development, storage,
conservation, processing, production, gathering, marketing or transmission of,
natural gas, oil,

    geothermal
resources or other hydrocarbons or reserves thereof, and (iii) all of the shares
of capital stock of which at the time outstanding, other than directors'
qualifying shares, if any, are owned directly or indirectly by the Company or by
one or more of its other Restricted Subsidiaries, or by the Company in
conjunction with one or more of its other Restricted Subsidiaries; provided,
however, that once a Subsidiary shall have become a Restricted Subsidiary it
shall be deemed to remain a Restricted Subsidiary for all purposes of this
Indenture even if less than all such shares of capital stock are so owned so long as at
least a majority of the outstanding shares of its capital stock having by the
terms thereof ordinary voting power to elect a majority of its Board of
Directors (irrespective of whether at the time stock of any other class or
classes of such corporation, association or business trust shall have,
or
might have, voting power by reason of the happening of any contingency) is owned
directly or indirectly by the Company or by one or more of its other Restricted
Subsidiaries or by the Company in conjunction with one or more of its other
Restricted Subsidiaries.

    


             "SEC"
means the Securities and Exchange Commission.

    


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

    


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

    


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

    


    


    


    


     -11-


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    


    


    -12-


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


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

    


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

    


    Section
1.02.     Other Definitions.

    


    


    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.

    


    


    


     -13-


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


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

    


    Section 1.04. Rules
of Construction.

    


             Unless
the context otherwise requires:

    


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

    


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

    


             (3)
"or" is not exclusive;

    


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

    


             (5)
provisions apply to successive events and transactions.

    


    ARTICLE
II

    


    THE
SECURITIES

    


    Section
2.01.     Form and Dating.

    


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

    


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

    


    


    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    Section 2.02.
Execution and Authentication.

    


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

    


    


    -15-


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


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

    


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

    


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

    


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

    


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

    


    Section 2.03.
Registrar and Paying Agent.

    


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

    


    


    


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

    


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

    


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

    


    Section 2.04.
Paying Agent to Hold Money in Trust.

    


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

    


    Section 2.05.
Holder Lists.

    


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

    


    Section 2.06.
Transfer and Exchange.

    


             (a)
Transfer and Exchange of Global Securities. (i) The transfer and exchange of
Global Securities or beneficial interests therein shall be effected through the
Depositary, in accordance with this Indenture (including applicable restrictions
on transfer set forth herein, if any) and the procedures of the 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

    


    


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

    


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

    


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

    


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

    


             (b)
Legend.

    


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

    


                      [(1)
THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF
THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

    


                      (2)
THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY

    


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

    


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

    


    ---------

    


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

    


    


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

    


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

    


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

    


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

    


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

    


    


    


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    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.

    


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

    


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

    


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

    


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

    


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

    


                      (e)
No Obligation of the Trustee.

    


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

    


    


    


    


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    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.

    


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

    


    Section 2.07.
Certificated Securities.

    


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

    


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

    


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

    


    


    


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    (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

    


    


    


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    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.

    


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

    


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

    


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

    


    Section 2.10.
Treasury Securities.

    


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

    


    Section 2.11.
Temporary Securities.

    


             Until
definitive Securities are ready for delivery, the Company may prepare and the
Trustee shall authenticate temporary Securities. Temporary Securities shall be
substantially in the form of definitive Securities, but may have variations that
the Company considers appropriate for temporary Securities.

    Without
unreasonable delay, the Company shall prepare and the Trustee shall authenticate
definitive Securities in exchange for temporary Securities. Until so exchanged,
the temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.

    


    Section 2.12.
Cancellation.

    


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

    


    Section 2.13.
Defaulted Interest.

    


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

    


    


    


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

    


    Section 2.14.
Persons Deemed Owners.

    


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

    


    Section 2.15. CUSIP
Numbers.

    


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

    


     ARTICLE
III

    


     COVENANTS

    


    Section 3.01.
Payment of Securities.

    


             The
Company shall pay the principal of and premium, if any, Liquidated Damages, if
any, and interest on the Securities on the dates and in the manner provided in
the Securities and in this Indenture. Principal, premium, if any, Liquidated
Damages, if any, and interest shall be considered paid on the date

    due if the Paying
Agent, other than the Company or a Subsidiary of the Company, holds by 11:00
a.m., New York City time, on that date money deposited by the Company designated
for and sufficient to pay all principal, premium, if any, Liquidated Damages, if
any, and interest then due.

    


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

    


    Section 3.02.
Maintenance of Office or Agency.

    


    


    


    


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             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.

    


             (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).

    


    


    


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    Section
3.04.     Compliance Certificate.

    


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

    


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

    


    Section 3.05.
Limitation on Liens.

    


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

    


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

    


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

    


    


    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


                      (9)
any Lien created or assumed by the Company or a Restricted Subsidiary in
connection with the issuance of debt securities the interest on which is
excludable from gross income of the holder of such security pursuant to Section
103 of the Internal Revenue Code of 1986, as amended, or any

    


    


    


    


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             successor
section, for the purpose of financing, in whole or in part, the acquisition or
construction of property to be used by the Company or a Restricted
Subsidiary;

    


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

    


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

    


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

             and
property acquired after the date thereof and subjected to the Lien thereof, in
accordance with the provisions of such refunding or extension;

    


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

    


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

    


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

    


    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    


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

    


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

    


                      (28)
zoning laws and ordinances;

    


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

    


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

    


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

    stating that
Section 3.05(a) has been complied with and that any instruments executed by the
Company or any Restricted Subsidiary in the performance of Section 3.05(a)
complied with the requirements thereof.

    


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

    


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

    


    Section 3.06.
[Reserved.]

    


    Section 3.07.
Limitation on Restricted Payments.

    


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

    


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

    


    


    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


                                        (III)
proceeds representing the return of capital (excluding dividends and
distributions), in each case received by the Company or any of the Company's
Subsidiaries; plus

    


    


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

    


                                        (v)
$150 million.

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    


    


    


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

    


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

    


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

    


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

    


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

    


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

    


    Section 3.08.
Limitation on Incurrence of Debt.

    


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

    


    


    


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

    


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

    


                      (2)
Hedging Obligations,

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    


    


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    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:

    


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

    


                      (2)
results in the acceleration (without cure or revocation within five business
days) of Debt of El Paso prior to its express maturity and, in each case, the
principal amount of any such Debt of El Paso, together with the principal amount
of any other such Debt of El Paso under which there has been a Payment Default
or the maturity of which has been so accelerated, aggregates $50 million or
more, until such acceleration has been cured or revoked or such payment of such
Debt of El Paso has been made in full.

    


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

    


    Section 3.10.
Limitation on Transactions with Affiliates.

    


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

    


                      (1)
the terms of such Affiliate Transaction are:

    


                               (i)
set forth in writing and

    


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

    


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

    


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

    


    


    


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    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:

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


             (a)
The Company covenants hereby (to the extent that it may lawfully do so) that it
shall not at any time insist upon, plead, (as a defense or otherwise) or in any
manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury law or other law which would prohibit or forgive the
Company from paying all or any portion of the principal of, premium, if any,
Liquidated Damages, if any, and interest on or with respect to the Securities as
contemplated herein, wherever enacted, now or at any time hereafter in force, or
which may affect the covenants or the performance of this Indenture; and (to the
extent that it may lawfully do so) the Company hereby expressly waives all
benefit or advantage of any such law, and covenants that it shall not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
shall suffer and permit the execution of every such power as though no such law
had been enacted.

    


    


    


    


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    ARTICLE
IV

    


    CONSOLIDATION,
MERGER AND SALE

    


    Section 4.01.
Limitation on Mergers and Consolidations.

    


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

    


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

    


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

    


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

    


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

    


    Section 4.02.
Successors Substituted.

    


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

    


    


    


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

    


    ARTICLE
V

    


    DEFAULTS AND
REMEDIES

    


    Section 5.01.
Events of Default.

    


             An
"Event of Default," occurs if:

    


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

    


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

    


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

    


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

    


                      (v)
the Company or any Restricted Subsidiary defaults (A) in the payment of any
installment of principal of or interest upon any  Funded Debt having a
then outstanding principal amount in excess of $25 million, the effect of which
default is to cause or permit the trustee  or holders of such Funded
Debt to cause such Funded Debt to become due and payable prior to its Stated
Maturity; or (B) in any other manner as defined in any instrument evidencing
Funded Debt having a then outstanding principal amount in excess of $25 million,
which default has resulted in the acceleration of such Funded Debt so that the
same shall have become due and payable prior to its Stated Maturity, provided,
however, that if any default as provided in clause (A) or (B) above shall be
remedied or cured by the Company or a Restricted

    Subsidiary or
waived by the trustee or holders of such Funded Debt, in each case in accordance
with the terms of the instruments pursuant to which such Funded Debt shall have
been issued, then the default hereunder by reason thereof shall be deemed
likewise to have been thereupon remedied, cured, or waived without further
action upon the part of either the Trustee or any of the Holders; and
provided,  further, that subject to the provisions of this Indenture,
the Trustee shall not be charged with knowledge of any such default unless
either  (x) a Responsible Officer of the Trustee assigned to its
corporate trust department shall, as such officer, have actual knowledge of such
default, or (y) written notice thereof shall have been given to the Trustee by
the Company, by the trustee or holders of any such Funded Debt, or by the
Holders of not less than 25% in aggregate principal amount of the Securities at
the time outstanding;

    


    


    


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

    


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

    


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

    


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

    


    Section 5.02.
Acceleration.

    


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

    notice to the
Company and the Trustee, and the Trustee shall, upon the request of such
Holders, declare

    


    


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

    


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

    notice to the
Company and the Trustee, may rescind and annul such acceleration and its
consequences if:

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

    


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

    


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

    


    Section 5.03. Other
Remedies.

    


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

    


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

    


    Section 5.04.
Waiver of Existing Defaults.

    


             Subject
to Section 5.07 and Section 8.02, the Holders of a majority in principal amount
of the outstanding Securities by notice to the Trustee may waive an existing
Default or Event of Default and its consequences (including waivers obtained in
connection with a tender offer or exchange offer for the

    Securities or a
solicitation of consents in respect of the Securities, provided that in each
case such offer or solicitation is made to all Holders of the Securities then
outstanding on equal terms), except (1) a continuing Default or Event of Default
in the payment of the principal of, or premium, if any, or

    


    


    


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

    


    Section 5.05.
Control by Majority.

    


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

    


    Section 5.06.
Limitations on Suits.

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    


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    Section 5.07.
Rights of Holders to Receive Payment.

    


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

    


    Section 5.08.
Collection Suit by Trustee.

    


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

    


    Section 5.09.
Trustee May File Proofs of Claim.

    


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

    


    


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    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 6.07hereof;

    


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

    


                      Third:
to the Company.

    


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

    


    Section 5.11.
Undertaking for Costs.

    


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

    


    ARTICLE
VI

    


    TRUSTEE

    


    Section 6.01.
Duties of Trustee.

    


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

    


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

    


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

    


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    (ii) in the absence
of bad faith on its part, the Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the
requirements of  this Indenture. However, with respect to certificates
or opinions specifically required by any provision hereof to be furnished to
it,  the Trustee shall examine such certificates and opinions to
determine whether or not, on their face, they appear to conform substantially to
the requirements of this Indenture.

    


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

    


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

    


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

    


                      (iii)
the Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to
Section 5.05 hereof.

    


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

    


             (e)
No provision of this Indenture shall require the Trustee to expend or risk its
own funds or incur any liability.

    


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

    


    Section 6.02.
Rights of Trustee.

    


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

    


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

    


    


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    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.

    


             (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.

    


    


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    Section 6.03.
Individual Rights of Trustee.

    


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

    


    Section 6.04.
Trustee's Disclaimer.

    


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

    


    Section 6.05.
Notice of Defaults.

    


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

    


    Section 6.06.
Reports by Trustee to Holders.

    


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

    


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

    


    Section 6.07.
Compensation and Indemnity.

    


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

    


    


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

    


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

    


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

    


             To
secure the payment obligations of the Company in this Section 6.07, the Trustee
shall have a lien prior to the Securities on all money or property held or
collected by the Trustee, except that held in trust to pay principal of, and
premium, if any, and interest and Liquidated Damages, if any, on the
Securities. Such
lien shall survive the satisfaction and discharge of this
Indenture.

    


             When
the Trustee incurs expenses or renders services after an Event of Default
specified in Section 5.01(vi) or Section 5.01(vii) hereof occurs, the expenses
and the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

    


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

    


    Section 6.08.
Replacement of Trustee.

    


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

    


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

    


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

    


    


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

    


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

    


                      (iv)
the Trustee otherwise becomes incapable of acting.

    


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

    


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

    


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

    


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

    


    Section 6.09.
Successor Trustee by Merger, etc.

    


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

    


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

    


    


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    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 instrument
acknowledging satisfaction and discharge of the Securities and this Indenture
when:

    


                      (1)  either:

    


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

    


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

    


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

    


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

    


    


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    (iii) are to be
called for redemption within 12 months under arrangements reasonably
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the reasonable expense, of the Company; and the
Company has irrevocably deposited or caused to be deposited with the Trustee
funds in trust for  the purpose in an amount sufficient to pay and
discharge, the entire Debt on the Securities,  including, if any,
Liquidated Damages with respect to the Securities, not theretofore delivered to
the Trustee for cancellation, for principal (and premium, if any) and interest
on the Securities to the date of  such deposit (in case of Securities
that have become due and payable) or to the Stated Maturity or redemption date,
as the case may be;

    


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

    


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

    


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

    


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

    


    Section 7.02. Legal
Defeasance.

    


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

    


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    (C) the rights,
powers, trusts, duties, and immunities of the Trustee hereunder (including
claims of, or payments to, the Trustee under or pursuant to Section 6.07) and
the Company's obligations in connection therewith and (D) this Article
VII.

    


             Subject
to compliance with this Article VII, the Company may exercise its option under
this Section 7.02 with respect to the Securities notwithstanding the prior
exercise of its option under Section 7.03 below with respect to the
Securities.

    


    Section 7.03.
Covenant Defeasance.

    


             The
Company may, at its option and at any time, elect to have its obligations under
Sections 3.05, 3.07, 3.08, 3.09 and 3.10 released with respect to the
outstanding Securities on a date the conditions set forth in Section 7.04 are
satisfied (hereinafter, "Covenant Defeasance"). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Securities, the Company
may fail to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by
reason of any reference in any such covenant to any other provision herein or in
any other document and such omission to comply shall not constitute a Default or
an Event of Default under Section 5.01, but, except as specified above, the
remainder of this Indenture and such Securities shall be unaffected thereby. In
addition, upon the Company's exercise of the option in this Section 7.03,
subject to the satisfaction of the conditions set forth in Section 7.04,
Sections 5.01(iii), (iv) and (v) shall not constitute Events of
Default.

    


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

    


    Section 7.04.
Conditions to Legal Defeasance or Covenant Defeasance.

    


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

    


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

    


    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    


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

    


             The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 7.04 or the principal, premium, if any, and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the outstanding
Securities.

    


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

    


    Section 7.06.
Reinstatement.

    


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

    


    Section 7.07.
Moneys Held by Paying Agent.

    


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

    


    Section 7.08.
Moneys Held by Trustee.

    


             


    


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    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 hereafter, as an unsecured general creditor, look
only to the Company for the payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money
shall thereupon cease; provided that the Trustee or any such Paying Agent,
before being required to make any such repayment, shall, at the expense of the
Company, either mail to each Holder affected, at the address shown in the
register of the Securities maintained by the Registrar pursuant to Section 2.03,
or cause to be published once a week for two successive weeks, in a newspaper
published in the English language, customarily published each Business Day and
of general circulation in the City of New York, New York, a notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such mailing or publication, any
unclaimed balance of such moneys then remaining will be repaid to the Company.
After payment to the Company or the release of any money held in trust by the
Company, Holders entitled to the money must look only to the Company for payment
as general creditors unless applicable abandoned property law designates another
Person.

    


    ARTICLE
VIII

    


    AMENDMENTS

    


    Section 8.01.
Without Consent of Holders.

    


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

    


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

    


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

    


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

    


                      (iv)
to add any additional Events of Default;

    


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

    


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

    


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

    


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

    


    


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

    


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

    


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

    


    Section 8.02. With
Consent of Holders.

    


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

    


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

    


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

    


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

    


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

    


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

    


    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    Section 8.03.
Compliance with Trust Indenture Act.

    


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

    


    Section 8.04.
Revocation and Effect of Consents.

    


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

    


    


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

    


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

    


    Section 8.05.
Notation on or Exchange of Securities.

    


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

    


    Section 8.06.
Trustee to Sign Amendments, etc.

    


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

    


    ARTICLE
IX

    


    REDEMPTION

    


    Section 9.01.
Notices to Trustee.

    


             If
the Company elects to redeem Securities pursuant to the redemption provisions
specified in the Securities, it shall furnish to the Trustee, at least 45 days
but not more than 60 days before a Redemption

    


    


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

    


    Section 9.02.
Selection of Securities to be Redeemed.

    


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

    


             The
Trustee shall promptly notify the Company in writing of the Securities selected
for redemption and, in the case of any Security selected for partial redemption,
the principal amount thereof to be redeemed. Securities and portions of them
selected shall be in amounts of $1,000 or whole multiples of

    $1,000. Except as
provided in the preceding sentence, provisions of this Indenture that apply to
Securities called for redemption also apply to portions of Securities called for
redemption.

    


    Section 9.03.
Notices to Holders.

    


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

    


             The
Notice shall identify the Securities to be redeemed (including

    CUSIP numbers, if
any) and shall state:

    


                      (A)      the
Redemption Date;

    


                      (B)      the
Redemption Price;

    


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

    


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

    


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

    


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

    


    


    


     -59-


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


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

    


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

    


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

    


    Section 9.04.
Effect of Notices of Redemption.

    


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

    


    Section 9.05.
Deposit of Redemption Price.

    


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

    


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

    rate provided in
the Securities and in Section 3.01.

    


    Section 9.06.
Securities Redeemed in Part.

    


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

    


    


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    ARTICLE
X

    


    MISCELLANEOUS

    


    Section
10.01.  Trust Indenture Act Controls.

    


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

    


    Section
10.02.  Notices.

    


             Any
notice or communication by the Company or the Trustee to the other is duly given
if in writing and delivered in person or mailed by first-class mail (registered
or certified, return receipt requested), telecopier or overnight air courier
guaranteeing next day delivery, to the other's address:

    


             If
to the Company:

    


                      Southern
Natural Gas Company

                      El
Paso Building

                      1001
Louisiana Street

                      Houston,
Texas  77002

                      Telecopier
No.:  (713) 420-4099

                      Attention:  Corporate
Secretary

    


             If
to the Trustee:

    


                      The
Bank of New York

                      101
Barclay Street, Floor 8

                      New
York, New York 10286

                      Telecopier
No.:  (212) 815-5707

                      Attention:  Corporate
Trust Administration

    


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

    


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

    


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

    


    


     -61-


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


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

    


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

    


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

    


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

    


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

    


    Section
10.03.  Communication by Holders with Other Holders.

    


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

    


    Section
10.04.  Certificate and Opinion as to Conditions
Precedent.

    


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

    


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

    


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

    


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

    


    Section
10.05.  Statements Required in Certificate or Opinion.

    


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

    


    


      -62-


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


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

    


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

    


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

    


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

    


    Section
10.06.  Rules by Trustee and Agents.

    


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

    


    Section
10.07.  Legal Holidays.

    


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

    


    Section
10.08.  No Recourse Against Others.

    


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

    


    Section
10.09.  Governing Law.

    


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

    


    


    -63-


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


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

    


    Section
10.10.  No Adverse Interpretation of Other Agreements.

    


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

    


    Section
10.11.  Successors.

    


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

    


    Section
10.12.  Severability.

    


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

    


    Section
10.13.  Counterpart Originals.

    


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

    


    Section
10.14.  Table of Contents, Headings, etc.

    


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

    


    


     -64-


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


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

    


    


    


                                                 Company:

    


                                                 SOUTHERN
NATURAL GAS COMPANY

    


    


                                                 By:
/s/ GREG G. GRUBER

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

                                                    Name:  Greg
G. Gruber

                                                    Title:Senior
Vice President,

                                                    Chief
Financial Officer and
Treasurer

    


    


    


                                                 Trustee:

    


                                                 THE
BANK OF NEW YORK

    


    


                                                 By:
/s/ BARBARA A. BEVELAQUA

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

                                                    Name:  Barbara
A. Bevelaqua

                                                    Title:
Vice President

    


    


    


     -65-


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    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 EPOSITARY. THE
DEPOSITORY TRUST COMPANY SHALL ACT AS THE DEPOSITARY UNTIL A SUCCESSOR SHALL BE
APPOINTED BY THE COMPANY AND THE REGISTRAR. UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST

    COMPANY (55 WATER
STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.](2)

    


             [Transfer
Restricted Securities Legend]

    


             [(1)
THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT
THE

    SELLER OF THIS
SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

    


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

    


    


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

    


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

    


    


    A-1


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT,
(III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (IV) PURSUANT TO

    AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (V) TO AN
INSTITUTIONAL
"ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT) THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR
FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR" FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH,
ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, IN EACH OF CASES (I)
THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED
TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS
REFERRED TO IN CLAUSE (A) ABOVE.

    


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

    


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

    


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

    


    


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

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

    


    


    A-2


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    SOUTHERN NATURAL
GAS COMPANY

     

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

    


    


    


    CUSIP
[        ]

    No.
[        ]                                                    $[      ]

    


    


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

    


             Interest
Payment Dates:       March 15 and September
15

    


             Record
Dates:                      March
1 and September 1

    


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

    


    


    


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

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

    


    


     A-3


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


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

    


    


    


                                                 SOUTHERN
NATURAL GAS COMPANY

    


    


    


                                                 By:

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

                                                 Name:

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

                                                 Title:

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

    


    


    Certificate of
Authentication:

    


             Dated:

    


    


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

    


    


    


    By:

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

       Authorized
Signatory

    


    


    


     A-4


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    [REVERSE OF
SECURITY]

    


                              SOUTHERN
NATURAL GAS COMPANY

    


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

    


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

    


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

    


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

    


    


    


    A-5


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    


    A-6


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


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

    


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

    


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

    


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

    


    


                 Year                                         
Percentage

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

    


                2007                                             104.438%

                2008                                             102.219%

                2009
and
thereafter                       
100.000%

    


    


    


     A-7


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


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

    


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

    


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

    


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

    


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

    


    A-8


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


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

    


    A-9


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


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

    


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

    


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

    


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

    


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

    


    A-10


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


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

    


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

    


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

    identification
numbers printed thereon.

    


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

    


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

    


    


    A-11


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


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

    


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

    


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

    


                      Southern
Natural Gas Company

                      El
Paso Building

                      1001
Louisiana Street

                      Houston,
Texas  77002

                      Telecopier
No.:  (713) 420-4099

                      Attention:  Corporate
Secretary

    


    


    


    


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

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

    


    


    


    A-12


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    ASSIGNMENT
FORM

    


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

    


    


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

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

    


    


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

    


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

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

    


    and irrevocably
appoint   --------------------------------------------------------

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

    


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

    


    Your
Signature:         ----------------------------------------------------------------

                   (Sign
exactly as your name appears on the face of this Security)

    


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

                  (Participant
in a Recognized Signature Guaranty Medallion Program)

    


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

    


    


                                        CHECK
ONE

    


    


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

    


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

    


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

    


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

    


    


    


    A-13


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


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

    


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

    


    


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

    


             [
]  The transferee is an Affiliate of the Company.

    


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

    


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

    


    


                                                 Signed:

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

                                                        (Sign
exactly as your name

                                                        appears
on the other side

                                                        of
this Security)

    


    


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

    


    


    


    A-14


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


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

    


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

    


    


    Dated:   -------------------      -------------------------------------------------

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

    


    


    


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

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

    


    


    A-15

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


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

    


                                                                 [      ],
[  ]

    


    The Bank of New
York, as Trustee

    101 Barclay Street,
Floor 8

    New York, New York
10286

    Telecopier No.:
(212) 815-5707

    Attention:
Corporate Trust Administration

    


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

    


    Ladies and
Gentlemen:

    


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

    


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

    


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

    


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

    


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

    


    


    


     A-16


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


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

    


    


                                                 Very
truly yours,

    


                                                 [Name
of Transferor]

    


    


                                                 By:

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

                                                    Authorized
Signature

    


    


    


     A-17


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


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

    


    


                                                                [      ],
[  ]

    


    


    The Bank of New
York, as Trustee

    101 Barclay Street,
Floor 8

    New York, New
York  10286

    Telecopier No.:
(212) 815-5707

    Attention:
Corporate Trust Administration

    


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

    


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

    


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

    


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

    


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

    


    


    


    A-18


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


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

    a
legend to the foregoing effect.

    


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

    


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

    


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

    


    


    


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

                                                [Insert
Name of Accredited Investor]

    


    


                                                By:

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

                                                   Name:

                                                   Title:

    


    


    A-19


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


    SCHEDULE OF
EXCHANGES OF SECURITIES***

    


    


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

    


    


    PRINCIPAL AMOUNT
OF            SIGNATURE
OF

                                                                                                        GLOBAL
SECURITY          AUTHORIZED
SIGNATORY

                                   AMOUNT OF
DECREASE       AMOUNT OF INCREASE
IN           FOLLOWING
SUCH          OF TRUSTEE
OR

            DATE
OF               IN PRINCIPAL
AMOUNT       PRINCIPAL AMOUNT
OF              
DECREASE                    
SECURITIES

          TRANSACTION          OF
GLOBAL
SECURITY          GLOBAL
SECURITY                  
 (OR
INCREASE)               CUSTODIAN

      

    


    


    


    


    


    


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

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

    


    A-20