exhibit4_b.htm


    
      

    


    EXHIBIT
4.B

     

     

     

     

    
 

    


     
 

    EL
PASO NATURAL GAS COMPANY

    


    TO

    


    THE
CHASE MANHATTAN BANK

    TRUSTEE

    


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

    


    INDENTURE

    


    DATED
AS OF NOVEMBER 13, 1996

     

     

     

     

     

     

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    EL PASO NATURAL GAS
COMPANY

     
 

    CERTAIN SECTIONS OF
THIS INDENTURE RELATING TO SECTIONS 310
THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT
OF 1939:

     

    
      	
              TRUST
      INDENTURE

              ACT

            	
               
      

              SECTION

            	
               

              INDENTURE
      SECTION

            
	
              (S)
      310

            	
              (a)(1)

            	
              609

            
	
               

            	
              (a)(2)

            	
              609

            
	
               

            	
              (a)(3)

            	
              Not
      Applicable

            
	
               

            	
              (a)(4)

            	
              Not
      Applicable

            
	
               

            	
              (b)

            	
              608

            
	
              (S)
      311

            	
              (a)

            	
              610

            
	
               

            	
              (b)

            	
              613

            
	
              (S)
      312

            	
              (a)

            	
              701

            
	
               

            	
              (b)

            	
              702

            
	
               

            	
              (c)

            	
              702

            
	
              (S)
      313

            	
              (a)

            	
              703

            
	
               

            	
              (b)

            	
              703

            
	
               

            	
              (c)

            	
              703

            
	
               

            	
              (d)

            	
              703

            
	
              (S)
      314

            	
              (a)

            	
              704

            
	
               

            	
              (a)(4)

            	
              101

            
	
               

            	
               

            	
              1004

            
	 
    	
              (b)

            	
              Not
      Applicable

            
	 
    	
              (c)(1)

            	
              101

            
	
               

            	
               

            	
              102

            
	
               

            	
              (c)(2)

            	
              101

            
	
               

            	
               

            	
              102

            
	
               

            	
              (c)(3)

            	
              Not
      Applicable

            
	 
    	
              (d)

            	
              Not
      Applicable

            
	 
    	
              (e)

            	
              102

            
	
              
                (S)
      315

              

            	
              
                (a)

              

            	
              601

            
	
               

            	
              (b)

            	
              602

            
	
               

            	
              (c)

            	
              601

            
	
               

            	
              (d)

            	
              601

            
	 
    	
              (e)

            	
              514

            
	
              (S)
      316

            	
              (a)

            	
              101

            
	
               

            	
              (a)(1)(A)

            	
              502

            
	
               

            	
               

            	
              512

            
	
               

            	
              (a)(1)(B)

            	
              513

            
	
               

            	
              (a)(2)

            	
              Not
      Applicable

            
	
               

            	
              (b)

            	
              508

            
	
               

            	
              (c)

            	
              104

            
	
              (S)
      317

            	
              (a)(1)

            	
              503

            
	
               

            	
              (a)(2)

            	
              504

            
	 
    	
              (b)

            	
              1003

            
	
              (S)
      318

            	
              (a)

            	
              107

            


    

    


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


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    TABLE OF
CONTENTS

     
 

    
      	 
    	 
    	
              PAGE

            
	
              PARTIES

            	 
    	
                 
      1

            
	
              RECITALS OF
      THE COMPANY

            	 
    	
                 
      1

            
	
              ARTICLE
      ONE

              DEFINITIONS
      AND OTHER PROVISIONS OF GENERAL APPLICATION

            
	 
    	 
    	 
    
	
              Section 101.
      – Definitions

            	 
    	
                 
      1

            
	 
    	
              Act

            	
                 
      1

            
	
               

            	
              Affiliate

            	
                  1

            
	
               

            	
              Authenticating
      Agent

            	
                  2

            
	
               

            	
              Authorized
      Newspaper

            	
                  2

            
	
               

            	
              Bankruptcy
      Law

            	
                  2

            
	
               

            	
              Board of
      Directors

            	
                  2

            
	
               

            	
              Board
      Resolution

            	
                  2

            
	
               

            	
              Business
      Day

            	
                  2

            
	
               

            	
              Commission

            	
                  2

            
	
               

            	
              Company

            	
                  2

            
	
               

            	
              Company
      Request or Company Order

            	
                  2

            
	
               

            	
              Consolidated
      Net Tangible Assets

            	
                
       2

            
	
               

            	
              Corporate
      Trust Office

            	
                  3

            
	
               

            	
              corporation

            	
                  3

            
	
               

            	
              covenant
      defeasance

            	
                
       3

            
	
               

            	
              Custodian

            	
                  3

            
	
               

            	
              Debt

            	
                  3

            
	
               

            	
              Default

            	
                  3

            
	
               

            	
              Defaulted
      Interest

            	
                  3

            
	
               

            	
              defeasance

            	
                  3

            
	
               

            	
              Definitive
      Security

            	
                  3

            
	
               

            	
              Depositary

            	
                  3

            
	
               

            	
              Dollar or
      $

            	
                  3

            
	
               

            	
              Event of
      Default

            	
                  3

            
	
               

            	
              Exchange
      Act

            	
                  3

            
	
               

            	
              Funded
      Debt

            	
                  3

            
	
               

            	
              Global
      Security

            	
                  3

            
	
               

            	
              Holder

            	
                  3

            
	
               

            	
              Indenture

            	
                  3

            
	
               

            	
              interest

            	
                  4

            
	
               

            	
              Interest
      Payment Date

            	
                  4

            
	
               

            	
              Lien

            	
                  4

            
	
               

            	
              Maturity

            	
                  4

            
	
               

            	
              Notice of
      Default

            	
                  4

            
	
               

            	
              Officer's
      Certificate

            	
                  4

            
	
               

            	
              Opinion of
      Counsel

            	
                  4

            
	
               

            	
              Original
      Issue Discount Security

            	
                  4

            


    

     

    i


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    
      	 
    	
              Outstanding

            	
                  
      4

            
	 
    	
              Paying
      Agent

            	
                  
      5

            
	
               

            	
              Periodic
      Offering

            	
                   5

            
	
               

            	
              Permitted
      Liens

            	
                   5

            
	
               

            	
              Person

            	
                   5

            
	
               

            	
              Place of
      Payment

            	
                   6

            
	
               

            	
              Predecessor
      Security

            	
                   6

            
	
               

            	
              Principal
      Property

            	
                   6

            
	
               

            	
              Redemption
      Date

            	
                   6

            
	
               

            	
              Redemption
      Price

            	
                   6

            
	
               

            	
              Regular
      Record Date

            	
                   6

            
	
               

            	
              Restricted
      Subsidiary

            	
                   6

            
	
               

            	
              Sale

            	
                  
      6

            
	
               

            	
              Leaseback
      Transaction

            	
                  
      6

            
	
               

            	
              Securities

            	
                   6

            
	
               

            	
              Security
      Register and Security Registrar

            	
                   6

            
	
               

            	
              Special
      Record Date

            	
                   6

            
	
               

            	
              Stated
      Maturity

            	
                   6

            
	
               

            	
              Subsidiary

            	
                   6

            
	
               

            	
              Trust
      Indenture Act

            	
                   7

            
	
               

            	
              Trustee

            	
                   7

            
	
               

            	
              U.S.
      Government Obligations

            	
                   7

            
	
               

            	
              Vice
      President

            	
                   7

            
	
               Section
      102.

            	
              Compliance
      Certificates and Opinions

            	
                   7

            
	
               Section
      103.

            	
              Form of
      Documents Delivered to Trustee

            	
                   8

            
	
               Section
      104.

            	
              Acts of
      Holders; Record Dates

            	
                   8

            
	
               Section
      105.

            	
              Notices,
      Etc., to Trustee and Company

            	
                   9

            
	
               Section
      106.

            	
              Notice to
      Holders; Waiver

            	
                   9

            
	
               Section
      107.

            	
              Conflict with
      Trust Indenture Act

            	
                 
      10

            
	
               Section
      108.

            	
              Effect of
      Headings and Table of Contents

            	
                  10

            
	
               Section
      109.

            	
              Successors
      and Assigns

            	
                  10

            
	
               Section
      110.

            	
              Separability
      Clause

            	
                  10

            
	
               Section
      111.

            	
              Benefits of
      Indenture

            	
                  10

            
	
               Section
      112.

            	
              Governing
      Law

            	
                  10

            
	
               Section
      113.

            	
              Legal
      Holidays

            	
                  10

            
	
               Section
      114.

            	
              Language of
      Notices, Etc.

            	
                  11

            
	
               Section
      115.

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

            	
                  11

            
	
              ARTICLE
      TWO

               

              SECURITY
      FORMS

            
	
              Section
      201.

            	
              Forms
      Generally

            	
                 
      12

            
	
              Section
      202.

            	
              Form of Face
      of Security

            	
                
       12

            
	
              Section
      203

            	
              Form of
      Reverse of Security

            	
                 
      14

            
	
              Section
      204.

            	
              Global
      Securities

            	
                 
      19

            
	
              Section
      205

            	
              Form of
      Trustee's Certificate of Authentication

            	
                 
      20

            


    



    
      
        ii 


      

      
         


        
          

        

      

      
         


      

    


    
      	
              ARTICLE
      THREE

            
	
               

            
	
              THE
      SECURITIES

            
	 
    	 
    	 
    
	
              Section
      301.

            	
              Amount
      Unlimited; Issuable in Series

            	
                   21

            
	
               Section
      302.

            	
              Denominations

            	
                   23

            
	
               Section
      303.

            	
              Execution,
      Authentication, Delivery and Dating

            	
                   23

            
	
               Section
      304.

            	
              Temporary
      Securities

            	
                   24

            
	
               Section
      305.

            	
              Registration,
      Registration of Transfer and Exchange

            	
                   25

            
	
               Section
      306.

            	
              Mutilated,
      Destroyed, Lost and Stolen Securities

            	
                   26

            
	
               Section
      307.

            	
              Payment of
      Interest; Interest Rights Preserved

            	
                   27

            
	
               Section
      308.

            	
              Persons
      Deemed Owners

            	
                   28

            
	
               Section
      309.

            	
              Cancellation

            	
                   28

            
	
               Section
      310.

            	
              Computation
      of Interest

            	
                   28

            
	
               Section
      311.

            	
              CUSIP
      Numbers

            	
                   29

            
	
               

            	 
    	 
    
	
              ARTICLE
      FOUR

            
	
               

            	 
    	 
    
	
              SATISFACTION
      AND DISCHARGE

            
	
               

            	 
    	 
    
	
               Section
      401.

            	
              Satisfaction
      and Discharge of Indenture

            	
                   30

            
	
               Section
      402.

            	
              Application
      of Trust Money

            	
                   30

            
	
               

            	 
    	 
    
	
              ARTICLE
      FIVE

            
	
               

            	 
    	 
    
	
              REMEDIES

            
	
               

            	 
    	 
    
	
               Section
      501.

            	
              Events of
      Default

            	
                   32

            
	
               Section
      502.

            	
              Acceleration
      of Maturity; Rescission and Annulment

            	
                   32

            
	
               Section
      503.

            	
              Collection of
      Indebtedness and Suits for Enforcement by Trustee

            	
                   33

            
	
               Section
      504.

            	
              Trustee May
      File Proofs of Claim

            	
                   34

            
	
               Section
      505.

            	
              Trustee May
      Enforce Claims Without Possession of Securities

            	
                   34

            
	
               Section
      506.

            	
              Application
      of Money Collected

            	
                   34

            
	
               Section
      507.

            	
              Limitation on
      Suits

            	
                   34

            
	
               Section
      508.

            	
              Unconditional
      Right of Holders to Receive Principal, Premium and
Interest

            	
                   35

            
	
               Section
      509.

            	
              Restoration
      of Rights and Remedies

            	
                   35

            
	
               Section
      510.

            	
              Rights and
      Remedies Cumulative

            	
                   35

            
	
               Section
      511.

            	
              Delay or
      Omission Not Waiver

            	
                   35

            
	
               Section
      512.

            	
              Control by
      Holders

            	
                   36

            
	
               Section
      513.

            	
              Waiver of
      Past Defaults

            	
                   36

            
	
               Section
      514.

            	
              Undertaking
      for Costs

            	
                   36

            
	
               Section
      515.

            	
              Waiver of
      Usury, Stay or Extension Laws

            	
                   36

            


    

    


    iii


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     
 

    
      	
              ARTICLE
      SIX

            
	
               

            	 
    	 
    
	
              THE
      TRUSTEE

            
	
               

            	 
    	 
    
	
              Section
      601.

            	
              Certain
      Duties and Responsibilities

            	
                   37

            
	
               Section
      602.

            	
              Notice of
      Defaults

            	
                   37

            
	
               Section
      603.

            	
              Certain
      Rights of Trustee

            	
                   37

            
	
               Section
      604.

            	
              Not
      Responsible for Recitals or Issuance of Securities

            	
                   38

            
	
               Section
      605.

            	
              May Hold
      Securities

            	
                   38

            
	
               Section
      606.

            	
              Money Held in
      Trust

            	
                   38

            
	
               Section
      607.

            	
              Compensation
      and Reimbursement

            	
                   38

            
	
               Section
      608.

            	
              Disqualification;
      Conflicting Interests

            	
                   39

            
	
               Section
      609.

            	
              Corporate
      Trustee Required; Eligibility

            	
                   39

            
	
               Section
      610.

            	
              Resignation
      and Removal; Appointment of Successor

            	
                   39

            
	
               Section
      611.

            	
              Acceptance of
      Appointment by Successor

            	
                   41

            
	
               Section
      612.

            	
              Merger,
      Conversion, Consolidation or Succession to Business

            	
                   41

            
	
               Section
      613.

            	
              Preferential
      Collection of Claims Against Company

            	
                   42

            
	
               Section
      614.

            	
              Appointment
      of Authenticating Agent

            	
                   42

            
	
               

            	 
    	 
    
	
              ARTICLE
      SEVEN

            
	
               

            	 
    	 
    
	
              HOLDERS'
      LISTS AND REPORTS BY TRUSTEE AND COMPANY

            
	
               

            	 
    	 
    
	
               Section
      701.

            	
              Company to
      Furnish Trustee Names and Addresses of Holders

            	
                   44

            
	
               Section
      702.

            	
              Preservation
      of Information; Communications to Holders

            	
                   44

            
	
               Section
      703.

            	
              Reports by
      Trustee

            	
                   44

            
	
               Section
      704.

            	
              Reports by
      Company

            	
                   44

            
	
               

            	 
    	 
    
	
              ARTICLE
      EIGHT

            
	
               

            	 
    	 
    
	
              CONSOLIDATION,
      MERGER, CONVEYANCE, TRANSFER OR LEASE

            
	
               

            	 
    	 
    
	
               Section
      801.

            	
              Company May
      Consolidate, Etc., Only on Certain Terms

            	
                   46

            
	
               Section
      802.

            	
              Successor
      Substituted

            	
                   46

            
	
               

            	 
    	 
    
	
              ARTICLE
      NINE

            
	
               

            	 
    	 
    
	
              SUPPLEMENTAL
      INDENTURES

            
	
               

            	 
    	 
    
	
               Section
      901.

            	
              Supplemental
      Indentures Without Consent of Holders

            	
                   47

            
	
               Section
      902.

            	
              Supplemental
      Indentures with Consent of Holders

            	
                   47

            
	
               Section
      903.

            	
              Execution of
      Supplemental Indentures

            	
                   48

            
	
               Section
      904.

            	
              Effect of
      Supplemental Indentures

            	
                   48

            
	
               Section
      905.

            	
              Conformity
      with Trust Indenture Act

            	
                   48

            
	
               Section
      906.

            	
              Reference in
      Securities to Supplemental Indentures

            	
                   49

            


    

    


    iv

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    



     
 

    
      	
              ARTICLE
      TEN

            
	
               

            	 
    	 
    
	
              COVENANTS

            
	
               

            	 
    	 
    
	
              Section
      1001.

            	
              Payment of
      Principal, Premium and Interest

            	
                   50

            
	
               Section
      1002.

            	
              Maintenance
      of Office or Agency

            	
                   50

            
	
               Section
      1003.

            	
              Money for
      Securities Payments to Be Held in Trust

            	
                  
      50

            
	
               Section
      1004.

            	
              Statement by
      Officers as to Default

            	
                   51

            
	
               Section
      1005.

            	
              Existence

            	
                   51

            
	
               Section
      1006. 

            	
              Limitations
      on Liens

            	    
      52
	
               Section
      1007.

            	
              Restriction
      of Sale Leaseback Transaction

            	
                   53

            
	
               Section
      1008.

            	
              Waiver of
      Certain Covenants

            	
                  
      54

            
	
               

            	 
    	 
    
	
              ARTICLE
      ELEVEN

            
	
               

            	 
    	 
    
	
              REDEMPTION OF
      SECURITIES

            
	
               

            	 
    	 
    
	
               Section
      1101.

            	
              Applicability
      of Article

            	
                   55

            
	
               Section
      1102.

            	
              Election to
      Redeem; Notice to Trustee

            	
                   55

            
	
               Section
      1103.

            	
              Selection by
      Trustee of Securities to Be Redeemed

            	
                   55

            
	
               Section
      1104.

            	
              Notice of
      Redemption

            	
                   55

            
	
               Section
      1105.

            	
              Deposit of
      Redemption Price

            	
                   56

            
	
               Section
      1106.

            	
              Securities
      Payable on Redemption Date

            	
                   56

            
	
               Section
      1107.

            	
              Securities
      Redeemed in Part

            	
                   56

            
	
               

            	 
    	 
    
	
              ARTICLE
      TWELVE

            
	
               

            	 
    	 
    
	
              SINKING
      FUNDS

            
	
               

            	 
    	 
    
	
               Section
      1201.

            	
              Applicability
      of Article

            	
                   57

            
	
               Section
      1202.

            	
              Satisfaction
      of Sinking Fund Payments with Securities

            	
                   57

            
	
               Section
      1203.

            	
              Redemption of
      Securities for Sinking Fund

            	
                   57

            
	
               

            	 
    	 
    
	
              ARTICLE
      THIRTEEN

            
	
               

            	 
    	 
    
	
              DEFEASANCE

            
	
               

            	 
    	 
    
	
               Section
      1301.

            	
              Applicability
      of Article

            	
                   58

            
	
               Section
      1302.

            	
              Legal
      Defeasance

            	
                   58

            
	
               Section
      1303.

            	
              Covenant
      Defeasance

            	
                   59

            
	
               Section
      1304.

            	
              Application
      by Trustee of Funds Deposited for Payment of Securities

            	    
      60
	
               Section
      1305.

            	
               Repayment
      to Company

            	
                   60

            


    

    


    -
--------

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

     
 

     
 

    v


    
      
         


      

      
         


        
          

        

      

      
         


      

    

      INDENTURE
dated as of November 13, 1996, between EL PASO NATURAL GAS COMPANY, a
corporation duly organized and existing under the laws of Delaware (the
"Company"), having its principal office at One Paul Kayser Center, 100 North
Stanton Street, El Paso, Texas 79901, and THE CHASE MANHATTAN BANK, a New York
banking corporation, as Trustee (the "Trustee").
 

    RECITALS OF THE
COMPANY
 

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

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

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

     
   NOW,
THEREFORE, THIS INDENTURE WITNESSETH:
 

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

    ARTICLE
ONE
 

    DEFINITIONS AND
OTHER PROVISIONS OF GENERAL APPLICATION


    Section 101.
Definitions.
 

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

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

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

     

        (3)
all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles, and, except as
otherwise herein expressly provided, the term "generally accepted accounting
principles" with respect to any computation required or permitted hereunder
shall mean such accounting principles as are generally accepted in the United
States at the date of such computation;
 

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

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

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

      "Affiliate"
of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such specified Person. For the purposes of this definition, "control" when used
with respect to any specified Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the
foregoing.
 

    1


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

     
 

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

     
 

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

     
 

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

     
 

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

     
 

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

     
 

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

     
 

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

     
 

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

     
 

      "Consolidated
Net Tangible Assets" means, at any date of determination, the total amount of
assets after deducting therefrom (i) all current liabilities (excluding (A) any
current liabilities that by their terms are extendable or renewable at the
option of the obligor thereon to a time more than 12 months after the time as of
which the amount thereof is being computed, and (B) current maturities of
long-term debt), and (ii) the value (net of any applicable
reserves) of all goodwill, trade names, trademarks, patents and other like
intangible assets, all as set forth on the consolidated balance sheet of the
Company and its consolidated subsidiaries for the Company's most recently completed
fiscal quarter, prepared in accordance with generally accepted accounting
principles.

     
 

    2


    
      
         


      

      
         


        
          

        

      

      
         


      

    

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

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

      "covenant
defeasance" has the meaning specified in Section 1303.
 

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

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

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

    with respect to
Securities of such series.
 

      "Defaulted
Interest" has the meaning specified in Section 307.
 

      "defeasance"
has the meaning specified in Section 1302.
 

      "Definitive
Security" means a Security other than a Global Security or a temporary
Security.
 

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

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

      "Event
of Default" has the meaning specified in Section
501. 
 

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

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

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

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

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

    3

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

     
 

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

     
 

      "Lien"
means any mortgage, pledge, security interest, charge, lien or other
encumbrance of any
kind, whether or not filed, recorded or perfected under

    applicable
law.

     
 

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

     
 

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

     
 

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

     
 

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

     
 

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

     
 

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

     
 

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

     
 

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

     
 

        (3)
Securities which have been paid pursuant to Section 306 or in exchange for
or in lieu of which other Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Securities in respect of
which there shall have been presented to the Trustee proof satisfactory
to it that such Securities are held by a bona fide purchaser in whose
hands such Securities are valid obligations of the Company; and

     
 

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

    
 

    4

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     
 

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

    

     
 

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

     
 

      "Periodic
Offering" means an offering of Securities of a series from time to time, the specific
terms of which Securities, including, without limitation, the rate or rates
of interest or formula for determining the rate or rates of interest thereon,
if any, the Stated Maturity or Stated Maturities thereof, the original issue
date or dates thereof, the redemption provisions, if any, with respect
thereto, and any other terms specified as contemplated by Section 301 with respect
thereto, are to be determined by the Company upon the issuance of such
Securities.

     
 

      "Permitted
Liens" means (i) Liens upon rights-of-way for pipeline purposes; (ii) any
governmental Lien, mechanics', materialmen's, carriers' or similar Lien incurred in
the ordinary course of business which is not yet due or which is being contested
in good faith by appropriate proceedings and any undetermined Lien
which is incidental to construction; (iii) the right reserved to, or
vested in, any municipality or public authority by the terms of any right,
power, franchise, grant, license, permit or by any provision of law, to purchase or
recapture or to designate a purchaser of, any property; (iv) Liens of taxes
and assessments which are (A) for the then current year,

    (B) not at the time
delinquent, or (C) delinquent but the validity of which is being contested at
the time by the Company or any Subsidiary in good faith; (v) Liens of, or to
secure performance of, leases; (vi) any Lien upon, or deposits of, any
assets in favor of any surety company or clerk of court for the purpose of
obtaining indemnity or stay of judicial proceedings; (vii) any Lien upon property
or assets acquired or sold by the Company or any Restricted Subsidiary
resulting from the exercise of any rights arising out of defaults on receivables;
(viii) any Lien incurred in the ordinary course of business in connection with
workmen's compensation, unemployment insurance, temporary disability, social
security, retiree health or similar laws or regulations or to secure
obligations imposed by statute or governmental regulations; (ix) any
Lien
upon any property or assets in accordance with customary banking practice
to
secure any Debt incurred by the Company or any Restricted Subsidiary in
connection with the
exporting of goods to, or between, or the marketing of goods in, or the
importing of goods from, foreign countries; or (x) any Lien in favor of the
United States of America or any state thereof, or any other country, or any
political subdivision of any of the foregoing, to secure partial, progress,
advance, or other payments pursuant to any contract or statute, or any
Lien securing industrial development, pollution control, or similar revenue
bonds.

     
 

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

     
 

    5

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     
 

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

     
 

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

     
 

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

     
 

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

     
 

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

     
 

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

     
 

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

     
 

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

     
 

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

     
 

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

     
 

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

     
 

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

     
 

      "Subsidiary"
means a corporation more than 50% of the outstanding voting stock of which is
owned, directly or indirectly, by the Company or by one or more other
Subsidiaries, or by the

     
 

    6

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     
 

    Company and one or
more other Subsidiaries. For the purposes of this definition, "voting
stock" means stock which ordinarily has voting power for the election of
directors, whether at all times or only so long as no senior class of stock has
such voting power by reason of any contingency.

     
 

      "Trust
Indenture Act" means the Trust Indenture Act of 1939 as in force at the date as of
which this instrument was executed, except as otherwise provided in Section
905; provided, however, that if the Trust Indenture Act of 1939 is amended
after such date, "Trust Indenture Act" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

     
 

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

     
 

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

     
 

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

     
 

    Section 102.
Compliance Certificates and Opinions.

     
 

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

     
 

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

     
 

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

     
 

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

     
 

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

     
 

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

     
 

     
 

    7

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     
 

    Section 103. Form
of Documents Delivered to Trustee.

     
 

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

     
 

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

     
 

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

     
 

    Section 104. Acts
of Holders; Record Dates.

     
 

      Any
request, demand, authorization, direction, notice, consent, waiver or
other
action provided or permitted by this Indenture to be given or taken by
Holders may be
embodied in and evidenced by one or more instruments of substantially
similar tenor signed (either physically or by means of a facsimile or an
electronic transmission, provided that such electronic transmission is
transmitted through the facilities of a Depositary) by such Holders in person
or by agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments are delivered (either physically or by means of a

    facsimile or an
electronic transmission, provided that such electronic transmission is
transmitted through the facilities of a Depositary) to the Trustee and, where
it is hereby expressly required, to the Company. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture and
(subject to Section 315 of the Trust Indenture Act) conclusive in favor
of the Trustee and the Company, if made in the manner provided in this
Section.

     
 

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

     
 

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

     
 

     
 

    8

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     
 

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

     
 

      Without
limiting the foregoing, a Holder entitled hereunder to give or take any action
hereunder with regard to any particular Security may do so with regard to all or
any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any different part of such principal amount.

     
 

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

    Holders remain
Holders after such record date.

     
 

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

     
 

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

     
 

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

     
 

        (2)
the Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and
mailed, first-class postage prepaid, to the Company addressed to it at One
Paul Kayser Center, 100 North Stanton Street, El Paso, Texas 79901, to the
attention of the Corporate Secretary, or at any other address previously
furnished in writing to the Trustee by the Company.

     
 

    Section 106. Notice
to Holders; Waiver.

     
 

      Where
this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid (if international mail,
by air mail), to each Holder affected by such event, at his address as it
appears in the Security Register, not later than the latest date (if any), and
not earlier than the earliest date (if any), prescribed for the giving of such
notice. In any case where notice to Holders is given by

    mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Any notice mailed to a Holder in the manner herein prescribed
shall be conclusively deemed to have been received by such Holder, whether or
not such Holder actually receives such notice.

       
 

    9

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

    validity of any
action taken in reliance upon such waiver.
 

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

    Section 107.
Conflict with Trust Indenture Act.
 

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

    Section 108. Effect
of Headings and Table of Contents.
 

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

    Section 109.
Successors and Assigns.
 

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

    Section 110.
Separability Clause.

     

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

     
 

    Section 111.
Benefits of Indenture.

     
 

      Nothing
in this Indenture or in the Securities, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder and the
Holders, any benefit or any legal or equitable right, remedy or claim under this
Indenture.

     
 

    Section 112.
Governing Law.

     
 

      This
Indenture and the Securities shall be governed by and construed in accordance with the
law of the State of New York.

     
 

    Section 113. Legal
Holidays.

     
 

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

     
 

    10

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     
 

    Section 114.
Language of Notices, Etc.

     
 

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

     
 

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

     
 

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

    is
hereby expressly waived and released as a condition of, and as a part of
the
consideration for, the execution of this Indenture and the issue of the
Securities.

     
 

    11

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

ARTICLE
TWO
 

    

    SECURITY
FORMS
 

    Section 201. Forms
Generally.
 

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

     

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

    Section 202. Form
of Face of Security.

     

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

      [If a
Global Security,--insert legend required by Section 204 of the Indenture] [If
applicable, insert--UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH

    OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]

     

    EL PASO NATURAL GAS
COMPANY

     

    [TITLE OF
SECURITY]

     
 

    NO.                                                                 U.S.$

     
 

    [CUSIP
NO.      ]

     
 

      EL PASO
NATURAL GAS COMPANY, a corporation duly incorporated and existing under the laws of
Delaware (herein called the "Company", which term includes

    any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay
to               ,
or registered assigns, the principal sum
of         United States Dollars
on          [if the Security
is to
bear interest prior to Maturity, insert--, and to pay interest thereon
from       ,
or from the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually
on          and     in
each year,
commencing         , at the rate
of    % per annum, until the principal hereof is paid or
made available for payment [if applicable, insert--, and at the rate
of    % per annum on any overdue principal and premium and
on any

    overdue installment
of interest]. The interest so payable, and
 

    12

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     
 

    punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be
the      or (whether or not a
Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice of which shall be given to Holders of Securities

    of
this series not less than 10 days prior to such Special Record Date, or be
paid
at any time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully
provided in such Indenture].

     
 

      [If the
Security is not to bear interest prior to Maturity, insert--The principal of this
Security shall not bear interest except in the case of a default in payment
of principal upon acceleration, upon redemption or at Stated Maturity and
in such case the overdue principal of this Security shall bear interest at
the rate of    % per annum, which shall accrue from the date
of
such default in payment to the date payment of such principal has been made
or
duly provided for. Interest on any overdue principal shall be payable on
demand. Any such
interest on any overdue principal that is not so paid on demand shall bear
interest at the rate of   % per annum, which shall
accrue

    from the date of
such demand for payment to the date payment of such interest has been made or
duly provided for, and such interest shall also be payable on

    demand.]

     
 

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

     
 

      [If a
Definitive Security insert--Payment of the principal of [(and premium,
if
any)] and [if applicable, insert--any such] interest on this Security will
be
made at the office or agency of the Company maintained for that purpose in
            ,
[in such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts] [state other
currency] [or subject to any laws or regulations applicable thereto and to the
right of the Company (as provided in the Indenture) to rescind the
designation of any such Paying Agent, at the [main] offices of      in      and      in     ,
or at such other offices or agencies as the

    Company may
designate, by [United States Dollar] [state other currency] check drawn on, or
transfer to a [United States Dollar] account maintained by the

    payee with, a bank
in The City of New York [     ] (so long as the
applicable Paying Agent has
received proper transfer instructions in writing at least[     ]
days prior to the payment date)] [if applicable, insert--; provided,
however, that
payment of interest may be made at the option of the Company by [United States
Dollar] [state other currency] check mailed to the addresses of the Persons
entitled thereto as such addresses shall appear in the Security Register] [or by
transfer to a [United States Dollar] [state other currency] account maintained
by the payee with a bank in The City of New York [state other Place of
Payment] (so long as the applicable Paying Agent has received proper transfer
instructions in writing by the Record Date prior to the applicable Interest
Payment Date)].]

     
 

      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.

     
 

    13

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     
 

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

     
 

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

     
 

    Dated:

     
 

                                              El
Paso Natural Gas Company

     
 

                                              By:
_________________________________

                                                [Title]

     
 

    Section 203. Form
of Reverse of Security.

     
 

      This
Security is one of a duly authorized issue of securities of the Company
(the
"Securities"), issued and to be issued in one or more series under an
Indenture dated as
of November 13, 1996 (the "Indenture"), between the Company and The Chase
Manhattan Bank, as Trustee (the "Trustee", which term includes any successor
trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, obligations, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. As provided in the Indenture, the Securities may be issued in one or
more series, which different series may be issued in

    various aggregate
principal amounts, may mature at different times, may bear interest, if any,
at different rates, may be subject to different redemption provisions, if any,
may be subject to different sinking, purchase or analogous funds, if any, may
be subject to different covenants and Events of Default and may otherwise vary
as in the Indenture provided or permitted. This Security is one of the series
designated on the face hereof [if applicable, insert--, limited in
aggregate principal amount to U.S.$   ].

     
 

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

    (expressed as
percentages of the principal amount): If redeemed [if applicable,
insert--on or before     ,    %,
and if redeemed] during the 12- month period
beginning         of the years
indicated,

     
 

                             REDEMPTION                                                          REDEMPTION

         YEAR               PRICE                              YEAR                             PRICE

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

     

     

    
 

    14

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     
 

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

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

    election of the
Company, at the Redemption Prices for redemption otherwise than through
operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below: If redeemed during the 12- month period
beginning         of the years
indicated,
 

                           REDEMPTION
PRICE                         REDEMPTION
PRICE FOR

                            FOR
REDEMPTION                        REDEMPTION
OTHERWISE THAN

                           THROUGH
OPERATION                          THROUGH
OPERATION

         YEAR             OF
THE SINKING
FUND                     OF
THE SINKING FUND PRICE

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

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

     
 

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

     
 

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

     
 

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

     
 

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

     
 

    15

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     
 

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

     
 

      The
Indenture permits, with certain exceptions as therein provided, the amendment thereof
and the modification of the rights and obligations of the Company and the
rights of the Holders of the Securities of each series to be affected under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in aggregate principal amount of the Outstanding
Securities of all series to be affected (voting as one class). The Indenture also
contains provisions permitting the Holders of a majority in aggregate principal
amount of the Outstanding Securities of all affected series (voting as
one class), on behalf of the Holders of all Securities of

    such series, to
waive compliance by the Company with certain provisions of the Indenture. The
Indenture permits, with certain exceptions as therein provided, the Holders of a
majority in principal amount of Securities of any series then Outstanding to
waive past defaults under the Indenture with respect to such series and their
consequences. Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

     
 

      As
provided in and subject to the provisions of the Indenture, the Holder of
this
Security shall not have the right to institute any proceeding with respect to the
Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder, unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Securities
of this series, the Holders of not less than 25% in principal amount of
the Securities of this series at the time Outstanding

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

     
 

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

     
 

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

     
 

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

     
 

      [If a
Definitive Security, insert--As provided in the Indenture and subject
to
certain limitations therein set forth, the transfer of this Security is
registerable in the
Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in [if applicable,
insert

     
 

    16

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     
 

    -
--any place where the principal of and any premium and interest on this
Security are
payable] [if applicable, insert-- The City of New York[, or, subject to any laws
or regulations applicable thereto and to the right of the Company (limited as
provided in the Indenture) to rescind the designation of any such transfer
agent, at the [main] offices
of         in         and
in     or
at such other offices or agencies as the Company may designate]], duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new Securities
of this series and of like tenor, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.]

     
 

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

     
 

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

     
 

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

     
 

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

    hereby expressly
waived and released by the acceptance hereof and as a condition of, and
as part of the consideration for, the Securities and the execution of the
Indenture.

     
 

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

     
 

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

     
 

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

    
17

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     
 

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

     
 

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

     
 

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

               (Please
Print or Typewrite Name and Address of Assignee)

     
 

    the within
instrument of EL PASO NATURAL GAS COMPANY and does hereby irrevocably
constitute and
appoint                                Attorney
to

                                      transfer said
instrument on the books of the within-named Company, with full power of
substitution in the premises.

     
 

      Please
Insert Social Security or

      other
Identifying Number of Assignee:

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

    


    Dated:

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

                                                            Signature

     
 

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

     
 

    18

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     
 

    Section 204. Global
Securities.

     
 

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

     
 

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

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

     
 

      If
Securities of a series are issuable in whole or in part in the form of
one or
more Global Securities, as specified as contemplated by Section 301,
then,
notwithstanding Clause (9) of Section 301 and the provisions of Section
302,
any Global Security shall represent such of the Outstanding Securities of
such
series as shall be specified therein and may provide that it shall represent the
aggregate amount of Outstanding Securities from time to time endorsed thereon
and that the aggregate amount of Outstanding Securities represented thereby
may from time to time be reduced or increased, as the case may be, to reflect
exchanges. Any endorsement of a Global Security to reflect the amount, or any
reduction or increase in the amount, of Outstanding Securities
represented thereby shall be made in such manner and upon

    instructions given
by such Person or Persons as shall be specified therein or in a Company Order.
Subject to the provisions of Sections 303, 304 and 305, the Trustee shall
deliver and redeliver any Global Security in the manner and upon instructions
given by the Person or Persons specified therein or in the applicable Company
Order. Any instructions by the Company with respect to endorsement or
delivery or redelivery of a Global Security shall be in a Company Order
(which need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel).

     
 

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

     
 

    19

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     
 

    Section 205. Form
of Trustee's Certificate of Authentication.

     
 

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

     
 

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

     
 

                                              The
Chase Manhattan Bank,

                                                           As
Trustee

     
 

                                              By:
_________________________________

                                                       Authorized
Officer

     
 

    20

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
THREE
 

    THE
SECURITIES
 

    Section 301. Amount
Unlimited; Issuable in Series.

     
 

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

     
 

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

     
 

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

     
 

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

     
 

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

     
 

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

     
 

        (5)
the rate or rates at which the Securities of the series shall bear interest, if
any, or the method of determination thereof, the date or dates from which
such interest shall accrue, or the method of determination thereof, the
Interest Payment Dates on which any such interest shall be payable and
the Regular Record Date for any interest payable on any Interest
Payment Date;

     
 

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

     
 

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

     
 

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

     
 

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

    21

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

        (10)
whether payment of principal of and premium, if any, and interest, if any, on
the Securities of the series shall be without deduction for taxes,
assessments or governmental charges paid by Holders of the series;

     
 

        (11)
the currency, currencies or currency units in which payment of the principal of
and any premium and interest on any Securities of the series shall be
payable if other than the currency of the United States of America and the
manner of determining the equivalent thereof in the currency of the United States
of America for purposes of the definition of "Outstanding" in  Section
101;

     
 

        (12)
if the amount of payments of principal of or any premium or interest on any
Securities of the series may be determined with reference to an index, the
manner in which such amounts shall be determined;

     
 

        (13)
if the principal of or any premium or interest on any Securities of the series is
to be payable, at the election of the Company or a Holder thereof, in
one or more currencies or currency units other than that or those in
which the Securities are stated to be payable, the currency, currencies or
currency units in which payment of the principal of and any premium and
interest on Securities of such series as to which such election is made shall
be payable, and the periods within which and the terms and conditions
upon which such election is to be made;

     
 

        (14)
if other than the principal amount thereof, the portion of the principal
amount of Securities of the series which shall be payable upon declaration
of acceleration of the Maturity thereof pursuant to Section 502 or the method
of determination thereof;
 

        (15)
if and as applicable, that the Securities of the series shall be issuable in
whole or in part in the form of one or more Global Securities and, in such
case, the Depositary or Depositaries for such Global Security or Global
Securities and any circumstances other than those set forth in Section 305
in which any such Global Security may be transferred to, and registered
and exchanged for Securities registered in the name of, a Person other than
the Depositary for such Global Security or a nominee thereof and in which any
such transfer may be registered;
 

        (16)
any deletions from, modifications of or additions to the Events of Default set
forth in Section 501 or the covenants of the Company set forth in Article
Ten pertaining to the Securities of the series;
 

        (17)
if other than as provided in Sections 1302 and 1303, the means of defeasance or
covenant defeasance as may be specified for the Securities of the
series;
 

        (18)
if other than the Trustee, the identity of the Security Registrar and any
Paying Agent; and
 

        (19)
any other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture, except as permitted by Section 901(4)).
 

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

     
 

      All
Securities of any one series need not be issued at the same time and,
unless
otherwise provided, a series may be reopened, without the consent
of

    the Holders, for
increases in the aggregate principal amount of such series of Securities and
issuances of additional Securities of such series or for the establishment of
additional terms with respect to the Securities of such series.

     
 

    22

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     
 

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

     
 

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

     
 

    Section 302.
Denominations.

     
 

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

     
 

    Section 303.
Execution, Authentication, Delivery and Dating.

     
 

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

     
 

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

     
 

      At any
time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities, and the Trustee in accordance with the
Company Order shall authenticate and deliver such Securities;
provided, however, that in the case of Securities offered in a Periodic Offering,
the Trustee shall authenticate and deliver such Securities from time to time
in accordance with such other procedures (including, without limitation, the
receipt by the Trustee of oral or electronic instructions from the Company or its
duly authorized agents, thereafter promptly confirmed in writing) acceptable
to the Trustee as may be specified by or pursuant to a Company Order
delivered to the Trustee prior to the time of the first authentication of
Securities of such series. If the form or terms of the Securities of the
series have been established in or pursuant to one or more Board Resolutions
as permitted by Sections 201 and 301, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to Section
601) shall be fully protected in relying upon, an Opinion

    of
Counsel stating,

     
 

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

    
23 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

        (2)
if the terms of such Securities have been, or in the case of Securities of
a series offered in a Periodic Offering, will be, established by or
pursuant to a Board Resolution as permitted by Section 301,
that such terms have been, or in the case of Securities of a series
offered in a Periodic Offering, will be, established in conformity

      with
the provisions of this Indenture, subject, in the case of Securities of a series
offered in a Periodic Offering, to any conditions specified in such Opinion
of Counsel; and

     
 

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

     
 

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

     
 

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

     
 

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

     
 

      Each
Security shall be dated the date of its authentication.

     
 

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

    cancellation as
provided in Section 309 for all purposes of this Indenture such Security shall
be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.

     
 

    Section 304.
Temporary Securities.

     
 

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

     
 

     
 

    24

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     
 

      If
temporary Securities of any series are issued, the Company will cause
Definitive
Securities of that series to be prepared without unreasonable delay. After the
preparation of Definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for Definitive Securities of such
series upon surrender of the temporary Securities of such series at the
office or agency of the Company maintained pursuant to Section 1002 for the
purpose of exchanges of Securities of such series, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Securities of any
series the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor one or more Definitive Securities of the
same series, of any authorized denominations and of a like aggregate principal
amount and tenor. Until so exchanged the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as Definitive Securities of such series and tenor.

     
 

    Section 305.
Registration, Registration of Transfer and Exchange.

     
 

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

     
 

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

     
 

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

     
 

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

     
 

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

     
 

     
 

    25

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     
 

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

     
 

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

     
 

      Notwithstanding
any other provision in this Indenture and except as otherwise specified
as contemplated by Section 301, no Global Security may be transferred to, or
registered or exchanged for Securities registered in the name of, any Person
other than the Depositary for such Global Security or any nominee thereof,
and no such transfer may be registered, except as provided in this paragraph.
Every Security authenticated and delivered upon registration or transfer of, or
in exchange for or in lieu of, a Global Security shall be a Global Security,
except as provided in this paragraph. If (1) (A) the Depositary for a
Global Security notifies the Company that it is unwilling or

    unable to continue
as Depositary for such Global Security or ceases to be a clearing agency
registered under the Exchange Act, and (B) a successor Depositary is not
appointed by the Company within 90 days, or (2) the Company determines in its
sole discretion that Securities of a series issued in global form shall no
longer be represented by a Global Security, then such Global Security may be
exchanged by such Depositary for Definitive Securities of the same series, of any
authorized denomination and of a like aggregate principal amount and tenor,
registered in the names of, and the transfer of such Global Security or portion
thereof may be registered to, such Persons as such Depositary shall
direct.

     
 

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

     
 

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

     
 

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

     
 

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

     
 

    26

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     
 

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

     
 

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

     
 

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

     
 

    Section 307.
Payment of Interest; Interest Rights Preserved.

     
 

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

     
 

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

     
 

        (1)
The Company may elect to make payment of any Defaulted Interest
to the Persons in
whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be
fixed in the following manner. The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each
Security of such series and the date of the proposed payment, and at the same
time the Company shall deposit with the Trustee an amount of money equal
to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such money when deposited to
be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a
Special Record Date for the payment of such Defaulted Interest which shall
be not more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. The Trustee shall promptly
notify the Company of such Special Record Date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder of Securities ofsuch series at his
address as it appears in the Security Register, not less than 10 days
prior to such Special Record Date. Notice of the proposed  payment
of such Defaulted Interest and the Special Record Date therefor having been
so mailed, such Defaulted Interest shall be paid to the Persons in whose
names the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following
Clause (2).

     
 

    27

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     
 

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

     
 

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

     
 

    Section 308.
Persons Deemed Owners.

     
 

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

     
 

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

     
 

    Section 309.
Cancellation.

     
 

      All
Securities surrendered for payment, redemption, registration of transfer
or
exchange or for credit against any sinking fund payment shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and shall be
promptly cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee (or to any other Person for delivery to the
Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all

    Securities so
delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by this Indenture. All
cancelled Securities held by the Trustee shall be disposed of in accordance with
its customary procedures, and the Trustee shall thereafter deliver to the
Company a certificate with respect to such disposition.

     
 

    Section 310.
Computation of Interest.

     
 

      Except
as otherwise specified as contemplated by Section 301 for Securities
of any
series, interest on the Securities of each series shall be computed
on

    the basis of a
360-day year of twelve 30-day months.

     
 

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    Section 311. CUSIP
Numbers.

     
 

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

     
 

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    ARTICLE
FOUR
 

    SATISFACTION AND
DISCHARGE
 

    Section 401.
Satisfaction and Discharge of Indenture.
 

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

        (1)
either
 

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

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

            (i)
have become due and payable, or
 

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

     

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

     
 

      and the
Company in the case of (i), (ii) or (iii) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose an
amount of money in the currency or currency units in which such  Securities
are payable sufficient to pay and discharge the entire indebtedness
on such Securities not theretofore delivered to the Trustee for
cancellation, for principal and any premium and interest to the date
of such deposit
(in the case of Securities which have become due and payable)

      or to
the Stated Maturity or Redemption Date, as the case may be;

     
 

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

     
 

        (3)
the Company has delivered to the Trustee an Officer's Certificate
and an Opinion of
Counsel, each stating that all conditions precedent herein

      provided
for relating to the satisfaction and discharge of this Indenture with respect
to such Securities have been complied with.

     
 

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

     
 

    Section 402.
Application of Trust Money.

     
 

      Subject
to the provisions of the last paragraph of Section 1003, all money deposited with the
Trustee pursuant to Section 401 shall be held in trust and

    applied by it, in
accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying
 

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    Agent (including
the Company acting as its own Paying Agent) as the Trustee may determine, to
the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee.

     
 

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    ARTICLE
FIVE
 

    REMEDIES

     
 

    Section 501. Events
of Default.

     
 

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

     
 

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

     
 

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

     
 

        (3)
default in the performance, or breach, of any term, covenant or warranty of
the Company in this Indenture (other than a term, covenant or warranty a
default in whose performance or whose breach is elsewhere in this Section
specifically dealt with or which has expressly been included in this
Indenture solely for the benefit of series of Securities other than that series),
and continuance of such default or breach for a period of 60 days after
there has been given, by registered or certified mail, to he Company by
the Trustee or to the Company and the Trustee by the Holders of at least 25%
in principal amount of the Outstanding Securities of that series a
written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a "Notice of Default" hereunder;
or

     
 

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

     
 

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

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

     
 

    Section 502.
Acceleration of Maturity; Rescission and Annulment.

     
 

      If an
Event of Default with respect to Securities of any series at the time
Outstanding occurs
and is continuing, then in every such case the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities of that
series may declare the principal amount (or, if any of the Securities of that
series are Original Issue Discount Securities, such portion of the principal
amount of such Securities as may be specified in the terms thereof) of all of
the Securities of that series to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by Holders),
and upon any such declaration such principal amount (or

    specified amount)
shall become immediately due and payable.

     
 

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

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    Outstanding
Securities of that series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences
if
 

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

          (A)
all overdue interest on all Securities of that series,
 

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

     

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

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

     

      and
 

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

     

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

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

      The
Company covenants that if
 

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

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

    the Company will,
upon demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities, the whole amount then due and payable on such Securities for
principal and any premium and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal and
premium and on any overdue interest, at the rate or rates prescribed therefor
in such Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel.
 

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

     

      If an
Event of Default with respect to Securities of any series occurs and
is
continuing, the Trustee may in its discretion proceed to protect and
enforce its rights
and the rights of the Holders of Securities of such series by such appropriate
judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

     
 

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    Section 504.
Trustee May File Proofs of Claim.

     
 

      In case
of any judicial proceeding relative to the Company or any other obligor upon the
Securities, their property or their creditors, the Trustee shall be entitled
and empowered, by intervention in such proceeding or otherwise, to take
any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized to collect and receive any moneys
or other property payable or deliverable on any such claims and to distribute
the same; and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee and, in the
event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section
607.

     
 

      No
provision of this Indenture shall be deemed to authorize the Trustee to
authorize or
consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the
rights of any Holder thereof or to authorize the Trustee to vote in respect of
the claim of any Holder in any such proceeding; provided, however, that the
Trustee may, on behalf of the Holders, vote for the election of a trustee in
bankruptcy or similar official and be a member of a creditors' or other similar
committee.

     
 

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

     
 

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

     
 

    Section 506.
Application of Money Collected.

     
 

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

     
 

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

     
 

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

     
 

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

     
 

    Section 507.
Limitation on Suits.

     
 

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

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

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

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

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

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

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

    Section 508.
Unconditional Right of Holders to Receive Principal, Premium and nterest.
 

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

    Section 509.
Restoration of Rights and Remedies.
 

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

     

    Section 510. Rights
and Remedies Cumulative.
 

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

    remedy.

     

    Section 511. Delay
or Omission Not Waiver.
 

      

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

    Section 512.
Control by Holders.
 

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

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

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

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

     

    Section 513. Waiver
of Past Defaults.
 

      The
Holders of a majority in aggregate principal amount of the Outstanding
Securities of any
series may on behalf of the Holders of all the Securities of such series waive
any past default hereunder with respect to such series and its consequences,
except
 

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

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

     

      Upon
any such waiver, such default shall cease to exist, and any Event of
Default arising
therefrom shall be deemed to have been cured, for every purpose of this
Indenture, but no such waiver shall extend to any subsequent or other default or
impair any right consequent thereon.
 

    Section 514.
Undertaking for Costs.
 

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

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

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

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    ARTICLE
SIX

     

    THE
TRUSTEE
 

    Section 601.
Certain Duties and Responsibilities.
 

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

    provisions of this
Section.
 

    Section 602. Notice
of Defaults.
 

      If a
Default occurs and is continuing with respect to the Securities of any
series, the Trustee
shall, within 90 days after it occurs, transmit, in the manner and to the
extent provided in Section 313(c) of the Trust Indenture Act, notice of all
uncured or unwaived Defaults known to it; provided, however, that,
except in the case of a Default in payment on the Securities of any series, the
Trustee may withhold the notice if and so long as the board of directors, the
executive committee or a trust committee of its directors and/or its duly
authorized officers in good faith determines that withholding such notice is in
the interests of Holders of Securities of such series;

    provided further,
however, that, in the case of any default or breach of the character specified
in Section 501(3) with respect to the Securities of such series, no such
notice to Holders shall be given until at least 60 days after the occurrence
thereof.

     
 Section 603.
Certain Rights of Trustee.
 

      Subject
to the provisions of Section 601:
 

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

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

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

     

        (4)
the Trustee may consult with counsel and the written advice of such counsel or
any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder in
good faith and in reliance thereon;

     

        (5)
the Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request or direction of any of the
Holders pursuant to this Indenture,

     
 

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

     

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

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

        (8)
the Trustee may request that the Company deliver an Officer's Certificate
setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officer's Certificate may be signed by any person authorized to
sign an Officer's Certificate, including any person specified as so
authorized in any such certificate previously delivered and not superseded.
 

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

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

    Section 605. May
Hold Securities.

     

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

    Section 606. Money
Held in Trust.
 

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

    Section 607.
Compensation and Reimbursement.

     
 

      The
Company agrees

     
 

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

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

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

     
 

      The
obligations of the Company under this Section to compensate the Trustee
and to
pay or reimburse the Trustee for expenses, disbursements and
advances

    shall constitute
additional indebtedness hereunder. Such additional indebtedness shall
be secured by a lien prior to that of the Securities upon all property and
funds held or collected by the Trustee as such, except funds held in trust for
the benefit of the Holders of particular Securities.

     
 

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

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

     
 

    Section 608.
Disqualification; Conflicting Interests.

     
 

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

     
 

    Section 609.
Corporate Trustee Required; Eligibility.

     
 

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

     
 

    Section 610.
Resignation and Removal; Appointment of Successor.

     
 

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

     
 

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

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

      If at
any time:
 

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

     
 

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

     
 

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

     
 

    then, in any such
case, (A) the Company may remove the Trustee with respect to all Securities, or
(B) subject to Section 514, any Holder who has been a bona

    fide Holder of a
Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee with respect to all Securities and the appointment of
a successor Trustee or Trustees.

     
 

      If the
Trustee shall resign, be removed or become incapable of acting, or if
a
vacancy shall occur in the office of Trustee for any cause, with respect to
the
Securities of one or more series, the Company shall promptly appoint a
successor Trustee
or Trustees with respect to the Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any time there
shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 611. If,
within one year after such resignation, removal or

    incapability, or
the occurrence of such vacancy, a successor Trustee with respect to the
Securities of any series shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance with
the applicable requirements of Section 611, become the successor Trustee
with respect to the Securities of such series and to that extent supersede
the successor Trustee appointed by the Company. If no successor Trustee
with respect to the Securities of any series shall have been so appointed by the
Company or the Holders and accepted appointment in the manner required by
Section 611, any Holder who has been a bona fide Holder of

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

     
 

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

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    Section 611.
Acceptance of Appointment by Successor.
 

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

    all property and
money held by such retiring Trustee hereunder.

     

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

    administration of
the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such
Trustees as co-trustees of the same trust and that each such Trustee shall be
trustee of a trust or trusts hereunder separate and apart from any trust or
trusts hereunder administered by any other such Trustee; and upon the execution
and delivery of such supplemental indenture the resignation or removal of the
retiring Trustee shall become effective to the extent provided therein
and each such successor Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates; but,

    on
request of the Company or any successor Trustee, such retiring Trustee
shall
duly assign, transfer and deliver to such successor Trustee all property
and
money held by such retiring Trustee hereunder with respect to the Securities of that
or those series to which the appointment of such successor Trustee
relates.
 

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

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

     

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

      Any
corporation into which the Trustee may be merged or converted or with
which
it may be consolidated, or any corporation resulting from any merger,
conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article, without
the execution or filing of any paper

     
 

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    or
any further act on the part of any of the parties hereto. In case any
Securities shall
have been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the Securities so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

     
 

    Section 613.
Preferential Collection of Claims Against Company.

     
 

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

    Section 614.
Appointment of Authenticating Agent.
 

      The
Trustee (upon notice to the Company) may appoint an Authenticating Agent
or
Agents with respect to one or more series of Securities which shall be
authorized to act
on behalf of the Trustee to authenticate Securities of such series issued upon
original issue (in accordance with procedures acceptable to the Trustee) and
upon exchange, registration of transfer or partial redemption thereof or pursuant
to Section 306, and Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by the Trustee hereunder. Wherever reference is made
in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of

    the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf
of the Trustee by an Authenticating Agent. Each Authenticating
Agent shall be acceptable to the Company and shall at all times be a corporation
organized and doing business under the laws of the United States of America,
any State thereof or the District of Columbia, authorized under such laws to
act as Authenticating Agent, having a combined capital and surplus of not less
than $50,000,000 and subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of condition at
least annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to

    be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.
 

      Any
corporation into which an Authenticating Agent may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a
party, or any corporation succeeding to all or substantially all of the
corporate agency or corporate trust business of such Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation shall be otherwise
eligible under this Section, without the execution or filing of any paper
or any further act on the part of the Trustee or such Authenticating
Agent.
 

      An
Authenticating Agent may resign at any time by giving written notice
thereof to the
Trustee and to the Company. The Trustee may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this
Section, the Trustee may appoint a successor Authenticating Agent which shall
be acceptable to the Company and shall mail

     
 

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    written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating
Agent will serve, as their names and addresses appear in the Security Register.
Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section.

     

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

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

     

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

     
 

                                              The
Chase Manhattan Bank,

                                                     As
Trustee

     
 

     
 

                                              By:__________________________________

                                                      As
Authenticating Agent

     
 

     
 

                                              By:__________________________________

                                                        Authorized
Officer

     
 

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    ARTICLE
SEVEN

     

    HOLDERS' LISTS AND
REPORTS BY TRUSTEE AND COMPANY
 

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

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

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

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

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

    Section 702.
Preservation of Information; Communications to Holders.
 

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

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

     

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

     

    Section 703.
Reports by Trustee.
 

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

     

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

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

     

    Section 704.
Reports by Company.

     

      The
Company shall:
 

        (1)
file with the Trustee, within 15 days after the Company is required to file the
same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions
of any of the
foregoing as the Commission may from time to time by

     
 

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      rules
and regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if
the Company is not required to file information, documents or reports
pursuant to either of said Sections, then it shall file with the Trustee and
the Commission, in accordance with rules and regulations prescribed
from time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to
Section 13 of the Exchange Act in respect of a security listed and
registered on a national securities exchange as may be prescribed
from

      time to
time in such rules and regulations;

     
 

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

     
 

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

     
 

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    ARTICLE
EIGHT
 

    CONSOLIDATION,
MERGER, CONVEYANCE, TRANSFER OR LEASE

     
 

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

     
 

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

     
 

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

     
 

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

     
 

        (3)
the Company has delivered to the Trustee an Officer's Certificate
and an Opinion of
Counsel, each stating that such consolidation, merger, sale, transfer or
lease and the supplemental indenture required in connection with such
transaction comply with this Article and that all conditions precedent
herein provided for relating to such transaction have been complied
with.

     
 

    Section 802.
Successor Substituted.

     
 

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

     
 

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    ARTICLE
NINE
 

    SUPPLEMENTAL
INDENTURES
 

    Section 901.
Supplemental Indentures Without Consent of Holders.

     

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

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

     
 

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

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

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

     

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

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

     

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

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

    Section 902.
Supplemental Indentures with Consent of Holders.

     

      With
the consent of the Holders of a majority in aggregate principal amount
of the
Outstanding Securities of all series affected by such supplemental indenture (voting
as one class), by Act of said Holders delivered to the Company and the
Trustee, the Company and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture
or of modifying in any manner the rights of the Holders of Securities of such
series under this Indenture; provided, however, that no

     
 

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    such supplemental
indenture shall, without the consent of the Holder of each Outstanding
Security affected thereby,

     
 

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

     
 

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

     
 

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

     
 

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

      proviso,
in accordance with the requirements of Sections 611 and 901(7).

     
 

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

     
 

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

     
 

    Section 903.
Execution of Supplemental Indentures.

     
 

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

     
 Section 904. Effect
of Supplemental Indentures.

     

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

     
 Section 905.
Conformity with Trust Indenture Act.

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

     
 

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    Section 906.
Reference in Securities to Supplemental Indentures.

     
 

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

     
 

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    ARTICLE
TEN
 

    COVENANTS

     
 Section 1001.
Payment of Principal, Premium and Interest.
 

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

     
 Section 1002.
Maintenance of Office or Agency.

     
 

      The
Company will maintain in each Place of Payment for any series of Securities an
office or agency where Securities of that series may be presented or
surrendered for payment, where Securities of that series may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address

    thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby

    appoints the
Trustee as its agent to receive all such presentations, surrenders, notices
and demands.

     
 

      The
Company may also from time to time designate one or more other offices
or
agencies where the Securities of one or more series may be presented or
surrendered for any
or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in
each Place of Payment for Securities of any series for such purposes. The
Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other office
or agency.

     
 

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

     
 

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

     
 

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

     
 

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

     
 

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      The
Company will cause each Paying Agent for any series of Securities other
than
the Trustee to execute and deliver to the Trustee an instrument in which
such
Paying Agent shall agree with the Trustee, subject to the provisions of
this
Section, that such Paying Agent will (1) hold all sums held by it for the
payment of the
principal of (and premium, if any) or interest, if any, on Securities of that
series in trust for the benefit of the Persons entitled thereto until such
sums shall be paid to such Persons or otherwise disposed of as herein provided;
(2) give the Trustee notice of any default by the Company (or any other
obligor upon the Securities of that series) in the making of any payment of
principal (and premium, if any) or interest, if any, on the Securities of that
series; and (3) during the continuance of any such default, upon the written
request of the Trustee, forthwith pay to the Trustee all sums held in trust by
such Paying Agent for payment in respect of the Securities of that
series.

     
 

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

     
 

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

    remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Company.

     
 

    Section 1004.
Statement by Officers as to Default.

     
 

      The
Company will deliver to the Trustee, within 150 days after the end of
each
fiscal year of the Company ending after the date hereof, an Officer's
Certificate,
stating whether or not to the best knowledge of the signer thereof the Company
is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Company shall be in
default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

     
 

    Section 1005.
Existence.

     
 

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

     
 

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    Section 1006.
Limitations on Liens.

     

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

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

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

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

     

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

     

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

     

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

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

     

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

     

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

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

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

     
 

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        (xii)
Permitted Liens;

     
 

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

     
 

        (xiv)
any extension, renewal, refinancing, refunding or replacement (or successive
extensions, renewals, refinancing, refundings or replacements) of any Lien,
in whole or in part, that is referred to in Clauses (i) through
(xiii), inclusive, of this Section, or of any Debt secured thereby; provided,
however, that the principal amount of Debt secured thereby shall not exceed
the greater of the principal amount of Debt so secured at the time of such
extension, renewal, refinancing, refunding or replacement and

      the
original principal amount of Debt so secured (plus in each case the aggregate
amount of premiums, other payments, costs and expenses required to be paid or
incurred in connection with such extension, renewal, refinancing,
refunding or replacement); provided, further, however, that such
extension, renewal, refinancing, refunding or replacement shall be limited to
all or a part of the property (including improvements, alterations
and repairs on such property) subject to the encumbrance so extended,
renewed, refinanced, refunded or replaced (plus improvements, alterations
and repairs on such property).

     
 

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

     

    Section 1007.
Restriction of Sale-Leaseback Transaction.

     

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

     
 

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

     
 

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

     
 

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

     
 

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

      Notwithstanding
the foregoing provisions of this Section, the Company may, and may permit any
Restricted Subsidiary to, effect any Sale-Leaseback Transaction that is
not excepted by Clauses (i) through (iv), inclusive, of this Section,
provided that the net sale proceeds from such
Sale-Leaseback
 

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    Transaction,
together with the aggregate principal amount of then outstanding Debt (other than
the Securities) secured by Liens upon Principal Properties not excepted by
Clauses (i) through (xiv), inclusive, of Section 1006, do not exceed 15% of the
Consolidated Net Tangible Assets.

     
 

    Section 1008.
Waiver of Certain Covenants.

     
 

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

    the obligations of
the Company and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.

     
 

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

     
 

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    ARTICLE
ELEVEN
 

    REDEMPTION OF
SECURITIES
 

    Section 1101.
Applicability of Article.

     

      Securities
of any series which are redeemable before their Stated Maturity shall be redeemable
in accordance with their terms and (except as otherwise

    specified as
contemplated by Section 301 for Securities of any series) in accordance with
this Article.
 

    Section 1102.
Election to Redeem; Notice to Trustee.

     

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

    Company shall
furnish the Trustee with an Officer's Certificate evidencing compliance with
such restriction or condition.
 

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

     

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

     

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

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

     

    Section 1104.
Notice of Redemption.

     

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

     

      All
notices of redemption shall state:
 

        (1)
the Redemption Date,
 

        (2)
the Redemption Price,

     
 

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

     
 

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

     
 

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

     
 

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

     
 

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

     
 

    Section 1105.
Deposit of Redemption Price.

     
 

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

     
 Section 1106.
Securities Payable on Redemption Date.

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

     
 

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

     

    Section 1107.
Securities Redeemed in Part.

     

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

     
 

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    ARTICLE
TWELVE

     

    SINKING
FUNDS

     
 

    Section 1201.
Applicability of Article.

     
 

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

     
 

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

     
 

    Section 1202.
Satisfaction of Sinking Fund Payments with Securities.

     
 

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

    operation of the
sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

     
 

    Section 1203.
Redemption of Securities for Sinking Fund.

     
 

      Not
less than 45 days prior to each sinking fund payment date for any series
of
Securities (unless a shorter period shall be satisfactory to the Trustee),
the
Company will deliver to the Trustee an Officer's Certificate specifying
the
amount of the next ensuing sinking fund payment for that series pursuant
to the
terms of that series, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of that series pursuant to Section 1202 and
stating the basis for such credit and that such Securities have not been
previously so credited, and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 days before each such sinking fund payment date
the Trustee shall select the Securities to be redeemed upon

    such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 1104. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in
the manner stated in Sections 1106 and 1107.

     
 

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    ARTICLE
THIRTEEN

     

    DEFEASANCE

     
 

    Section 1301.
Applicability of Article.

     
 

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

     
 

    Section 1302. Legal
Defeasance.

     
 

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

     
 

       (1)
The Company has irrevocably deposited or caused to be deposited with
the
Trustee as trust funds in trust, for the purposes of making the
followingpayments,
specifically pledged as security for, and dedicated solely to, the benefit of the
Holders of the Securities of such series (i) cash in an amount, or
(ii) in the case of any series of Securities the payments on which may only be
made in legal coin or currency of the United States, U.S. Government
Obligations, maturing as to principal and interest at such times and in such
amounts as will insure the availability of cash, or (iii) a combination
thereof, sufficient, in the opinion of a nationally recognized

     firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay (A) the principal and interest and premium, if
any, on all Securities of such series on each date that such principal,
interest or premium, if any, is due and payable or on any Redemption
Date established pursuant to Clause (3) below, and (B) any mandatory
sinking fund payments on the dates on which such payments are due and payable
in accordance with the terms of the Indenture and the Securities of such
series;

     
 

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

     
 

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

     
 

       (4)
No Event of Default or event which with notice or lapse of time or
both would become
an Event of Default shall have occurred and be continuing on the date of such
deposit; and

     
 

     
 

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

     
 

      For
this purpose, such defeasance means that the Company and any otherobligor upon the
Securities of such series shall be deemed to have paid and discharged the
entire debt represented by the Securities of such series, which shall thereafter be
deemed to be "Outstanding" only for the purposes of Section 1304 and
the rights and obligations referred to in Clauses (i) through (vi), inclusive, of
the first paragraph of this Section, and to have satisfied all its other
obligations under the Securities of such series and this Indenture insofar
as the Securities of such series are concerned.

     
 

    Section 1303.
Covenant Defeasance.

     
 

      The
Company and any other obligor, if any, shall be released on the 91st day
after
the date of the deposit referred to in Clause (1) below from its obligations under
Sections 704, 801, 1005, 1006 and 1007 with respect to the Securities of any
series on and after the date the conditions set forth below are satisfied
(hereinafter, "covenant defeasance"), and the Securities of such series shall
thereafter be deemed to be not "Outstanding" for the purposes of any request,
demand, authorization, direction, notice, waiver, consent or declaration or
other action or Act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed Outstanding for all
other purposes hereunder. For this purpose, such covenant defeasance means
that, with respect to the Securities of such series, the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such Section, whether directly

    or
indirectly by reason of any reference elsewhere herein to such Section or
by
reason of any reference in such Section to any other provision herein or in
any
other document and such omission to comply shall not constitute a Default
or an
Event of Default under Section 501, but, except as specified above, the
remainder of this
Indenture and the Securities of such series shall be unaffected thereby.
The following shall be the conditions to application of this Section
1303:

     
 

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

      firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay (A) the principal and interest and premium, if
any, on all Securities of such series on each date that such principal,
interest or premium, if any, is due and payable or on any Redemption
Date established pursuant to Clause (2) below, and (B) any mandatory
sinking fund payments on the day on which such payments are due and payable
in accordance with the terms of the Indenture and the

      Securities
of such series;

     
 

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

     
 

        (3)
No Event of Default or event which with notice or lapse of time or both would
become an Event of Default shall have occurred and be continuing on the date
of such deposit;

     
 

     
 

        (4)
The Company shall have delivered to the Trustee an Opinion of
Counsel which shall
confirm that the holders of the Securities of such series will not recognize
income, gain or loss

     
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      for
federal income tax purposes as a result of such deposit and covenant defeasance
and will be subject to federal income tax on the same amount and in the same
manner and at the same times, as would have been the case if such deposit
and covenant defeasance had not occurred; and
 

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

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

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

    Section 1305.
Repayment to Company.
 

      The
Trustee and any Paying Agent promptly shall pay or return to the Company
upon
Company Request any money and U.S. Government Obligations held by them
at

    any time that are
not required for the payment of the principal of and any interest on the
Securities of any series for which money or U.S. Government Obligations have
been deposited pursuant to Section 1302 or 1303.
 

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

                               

     
 

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

     
 

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

     
 

                                              El
Paso Natural Gas Company

     
 

                                                        /s/
H. Brent Austin

                                              By:
_________________________________

                                                Name:  H.
Brent Austin

                                                Title:
Executive Vice President and

                                                       Chief
Financial Officer

     
 

                                              The
Chase Manhattan Bank

     
 

                                                       /s/
Richard Lorenzen

                                              By:
_________________________________

                                                Name:  Richard
Lorenzen

                                                Title:
Senior Trust Officer

     
 

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