Exhibit 4.1


 


EXECUTION COPY


 




 





NGPL PIPECO LLC 



6.514% Senior Notes due 2012



7.119% Senior Notes due 2017



7.768% Senior Notes due 2037


 


 


INDENTURE




 


Dated as of December 21, 2007




 


U.S. Bank National Association



Trustee




 





 

















 


TABLE
OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1

  	
   

  
	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.01

  	
  Definitions

  	
  1

  
	
  Section 1.02

  	
  Other Definitions

  	
  14

  
	
  Section 1.03

  	
  Rules of Construction

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
   

  
	
  THE NOTES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.01

  	
  Form and Dating

  	
  14

  
	
  Section 2.02

  	
  Execution and Authentication

  	
  15

  
	
  Section 2.03

  	
  Registrar and Paying Agent

  	
  16

  
	
  Section 2.04

  	
  Paying Agent to Hold Money in Trust

  	
  17

  
	
  Section 2.05

  	
  Holder Lists

  	
  17

  
	
  Section 2.06

  	
  Transfer and Exchange

  	
  17

  
	
  Section 2.07

  	
  Replacement Notes

  	
  23

  
	
  Section 2.08

  	
  Outstanding Notes

  	
  23

  
	
  Section 2.09

  	
  Treasury Notes

  	
  24

  
	
  Section 2.10

  	
  Temporary Notes

  	
  24

  
	
  Section 2.11

  	
  Cancellation

  	
  24

  
	
  Section 2.12

  	
  Defaulted Interest

  	
  24

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
   

  
	
  REDEMPTION

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.01

  	
  Applicability of Article

  	
  25

  
	
  Section 3.02

  	
  Election to Redeem at Option of the Company; Notice to
  Trustee

  	
  25

  
	
  Section 3.03

  	
  Special Mandatory Redemption; Special Optional Redemption

  	
  25

  
	
  Section 3.04

  	
  Selection by Trustee of Notes to be Redeemed

  	
  25

  
	
  Section 3.05

  	
  Notice of Redemption

  	
  26

  
	
  Section 3.06

  	
  Deposit of Redemption Price

  	
  26

  
	
  Section 3.07

  	
  Notes Payable on Redemption Date

  	
  26

  
	
  Section 3.08

  	
  Notes Redeemed in Part

  	
  27

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
   

  
	
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.01

  	
  Payment of Notes

  	
  27

  
	
  Section 4.02

  	
  Maintenance of Office or Agency

  	
  27

  
	
  Section 4.03

  	
  Reports

  	
  28

  
	
  Section 4.04

  	
  Compliance Certificate

  	
  28

  
	
  Section 4.05

  	
  Limitation on Liens

  	
  29

  
	
  Section 4.06

  	
  Restriction of Sale-Leaseback Transactions

  	
  30

  
	
  Section 4.07

  	
  Incurrence of Debt

  	
  31

  
	
  Section 4.08

  	
  Change of Control

  	
  32

  
	
  Section 4.09

  	
  Business Activities

  	
  34

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
   

  
	
  SUCCESSORS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.01

  	
  Merger, Consolidation, or Sale of Assets

  	
  34

  
				



 


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  Section 5.02

  	
  Successor Substituted

  	
  35

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
   

  
	
  DEFAULTS AND REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.01

  	
  Events of Default

  	
  35

  
	
  Section 6.02

  	
  Acceleration

  	
  37

  
	
  Section 6.03

  	
  Other Remedies

  	
  37

  
	
  Section 6.04

  	
  Waiver of Past Defaults

  	
  37

  
	
  Section 6.05

  	
  Control by Majority

  	
  37

  
	
  Section 6.06

  	
  Limitation on Suits

  	
  38

  
	
  Section 6.07

  	
  Rights of Holders of Notes to Receive Payment

  	
  38

  
	
  Section 6.08

  	
  Collection Suit by Trustee

  	
  38

  
	
  Section 6.09

  	
  Trustee May File Proofs of Claim

  	
  38

  
	
  Section 6.10

  	
  Priorities

  	
  39

  
	
  Section 6.11

  	
  Undertaking for Costs

  	
  39

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
   

  
	
  TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.01

  	
  Duties of Trustee

  	
  39

  
	
  Section 7.02

  	
  Rights of Trustee

  	
  40

  
	
  Section 7.03

  	
  Individual Rights of Trustee

  	
  41

  
	
  Section 7.04

  	
  Trustee’s Disclaimer

  	
  41

  
	
  Section 7.05

  	
  Notice of Defaults

  	
  41

  
	
  Section 7.06

  	
  Compensation and Indemnity

  	
  41

  
	
  Section 7.07

  	
  Replacement of Trustee

  	
  42

  
	
  Section 7.08

  	
  Successor Trustee by Merger, etc.

  	
  43

  
	
  Section 7.09

  	
  Eligibility; Disqualification

  	
  43

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
   

  
	
  LEGAL DEFEASANCE AND COVENANT DEFEASANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.01

  	
  Option to Effect Legal Defeasance or Covenant Defeasance

  	
  43

  
	
  Section 8.02

  	
  Legal Defeasance and Discharge

  	
  43

  
	
  Section 8.03

  	
  Covenant Defeasance

  	
  44

  
	
  Section 8.04

  	
  Conditions to Legal or Covenant Defeasance

  	
  44

  
	
  Section 8.05

  	
  Deposited Money and Government Securities to be Held in
  Trust; Other Miscellaneous Provisions

  	
  46

  
	
  Section 8.06

  	
  Repayment to Company

  	
  46

  
	
  Section 8.07

  	
  Reinstatement

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9

  	
   

  
	
  AMENDMENT, SUPPLEMENT AND WAIVER

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.01

  	
  Without Consent of Holders of Notes

  	
  47

  
	
  Section 9.02

  	
  With Consent of Holders of Notes

  	
  47

  
	
  Section 9.03

  	
  Revocation and Effect of Consents

  	
  49

  
	
  Section 9.04

  	
  Notation on or Exchange of Notes

  	
  49

  
	
  Section 9.05

  	
  Trustee to Sign Amendments, etc.

  	
  49

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
   

  
	
  SATISFACTION AND DISCHARGE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.01

  	
  Satisfaction and Discharge

  	
  49

  
	
  Section 10.02

  	
  Application of Trust Money

  	
  50

  



 

















 


	
  ARTICLE 11

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 11.01

  	
  Notices

  	
  51

  
	
  Section 11.02

  	
  Certificate and Opinion as to Conditions Precedent

  	
  52

  
	
  Section 11.03

  	
  Statements Required in Certificate or Opinion

  	
  52

  
	
  Section 11.04

  	
  Rules by Trustee and Agents

  	
  52

  
	
  Section 11.05

  	
  No Personal Liability of Directors, Officers, Employees and
  Stockholders

  	
  52

  
	
  Section 11.06

  	
  Governing Law

  	
  52

  
	
  Section 11.07

  	
  Successors

  	
  53

  
	
  Section 11.08

  	
  Severability

  	
  53

  
	
  Section 11.09

  	
  Counterpart Originals

  	
  53

  
	
  Section 11.10

  	
  Table of Contents, Headings, etc.

  	
  53

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A1

  	
  FORM OF NOTE DUE 2012

  	
   

  
	
  Exhibit A2

  	
  FORM OF REGULATION S TEMPORARY GLOBAL NOTE DUE 2012

  	
   

  
	
  Exhibit A3

  	
  FORM OF NOTE DUE 2017

  	
   

  
	
  Exhibit A4

  	
  FORM OF REGULATION S TEMPORARY GLOBAL NOTE DUE 2017

  	
   

  
	
  Exhibit A5

  	
  FORM OF NOTE DUE 2037

  	
   

  
	
  Exhibit A6

  	
  FORM OF REGULATION S TEMPORARY GLOBAL NOTE DUE 2037

  	
   

  
	
  Exhibit B

  	
  FORM OF CERTIFICATE OF TRANSFER

  	
   

  
	
  Exhibit C

  	
  FORM OF CERTIFICATE OF EXCHANGE

  	
   

  
	
  Exhibit D

  	
  FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED
  INVESTOR

  	
   

  



 

















 


INDENTURE dated as of December 21, 2007 between
NGPL PipeCo LLC, a Delaware limited liability company (the “Company”), and U.S. Bank National Association, as trustee
(the “Trustee”).


 


The Company and the Trustee agree as follows
for the benefit of each other and for the equal and ratable benefit of the
Holders (as defined) of three series of debt securities issued by the Company
hereunder, namely the Company’s (i) 6.514% Senior Notes due 2012 (the “Notes due 2012”), (ii) 7.119% Senior Notes due 2017 (the
“Notes due 2017”) and (iii) 7.768%
Senior Notes due 2037 (the “Notes due 2037”).  The Notes due 2012, the Notes due 2017 and
the Notes due 2037 are referred to collectively herein as the  “Notes.”  In addition, each of the Notes due 2012, the
Notes due 2017 and the Notes due 2037 shall constitute, and are referred to
separately herein as, a “series” of
Notes.


 


ARTICLE 1

DEFINITIONS


 


Section 1.01           Definitions.


 


“144A Global Note”
means a Global Note substantially in the form of Exhibit A1, A3 or A5
hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of, and registered in the name of, the Depositary
or its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes of a particular series sold in reliance on Rule 144A.


 


“Acquired Debt”  means, with respect to any specified Person, Debt of any
other Person existing at the time such other Person is merged with or into or
became a Subsidiary of such specified Person, regardless of whether such Debt
is incurred in connection with, or in contemplation of, such other Person
merging with or into, or becoming a Subsidiary of, such specified Person.


 


“Additional Notes”
means, collectively, (i) Additional Notes due 2012, (ii) Additional
Notes due 2017 and (iii) Additional Notes due 2037.


 


“Additional Notes due 2012”
means additional Notes due 2012 (other than the Initial Notes due 2012) issued
under this Indenture in accordance with Section 2.02 hereof, as part of
the same series as the Initial Notes due 2012.


 


“Additional Notes due 2017”
means additional Notes due 2017 (other than the Initial Notes due 2017) issued
under this Indenture in accordance with Section 2.02 hereof, as part of
the same series as the Initial Notes due 2017.


 


“Additional Notes due 2037”
means additional Notes due 2037 (other than the Initial Notes due 2037) issued
under this Indenture in accordance with Section 2.02 hereof, as part of
the same series as the Initial Notes due 2037.


 


“Affiliate”  of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise. For purposes of this
definition, the terms “controlling,” “controlled by” and “under common control with”
have correlative meanings.


 


“Agent”  means any Registrar, co-registrar, Paying Agent or
additional paying agent.


 


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“Applicable Procedures”
means, with respect to any transfer or exchange of or for beneficial interests
in any Global Note, the rules and procedures of the Depositary, Euroclear
and Clearstream that apply to such transfer or exchange.


 


“Attributable Indebtedness,”
when used with respect to any Sale-Leaseback Transaction, means, as at the time
of determination, the present value, discounted at the rate set forth or
implicit in the terms of the lease included in such transaction, of the total
obligations of the lessee for rental payments (other than amounts required to
be paid on account of property taxes, maintenance, repairs, insurance,
assessments, utilities, operating and labor costs and other items that do not constitute
payments for property rights) during the remaining term of the lease included
in such Sale-Leaseback Transaction, including any period for which such lease
has been extended. In the case of any lease that is terminable by the lessee
upon the payment of a penalty or other termination payment, such amount shall
be the lesser of the amount determined assuming termination upon the first date
such lease may be terminated, in which case the amount shall also include the
amount of the penalty or termination payment, but no rent shall be considered
as required to be paid under such lease subsequent to the first date upon which
it may be so terminated, or the amount determined assuming no such termination.


 


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


 


“Beneficial Owner”  has the meaning assigned to such term in Rule 13d-3
and Rule 13d-5 under the Exchange Act, except that in calculating the
Beneficial Ownership of any particular “person” (as that term is used in Section 13(d)(3) of
the Exchange Act), such “person” will be deemed to have Beneficial Ownership of
all securities that such “person” has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only after the passage of time or upon the occurrence of a
subsequent condition. The terms “Beneficially Owns,”
“Beneficially Owned” and “Beneficially Owning” will have a corresponding meaning.


 


“Board of Directors”
means, as to any Person, the board of directors (or similar governing body) of
such Person or any duly authorized committee thereof including, in the case of
a limited partnership, the board of directors of the managing general partner
thereof.


 


“Business Day”  means any day other than a Legal Holiday.


 


“Capital Lease Obligations”  of any Person means the obligations of such Person to pay
rent or other amounts under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination thereof, which
obligations are required to be classified and accounted for as capital leases
on a balance sheet of such Person under GAAP, and the amount of such
obligations shall be the capitalized amount thereof determined in accordance
with GAAP.


 


“Capital Stock”
means:


 


(1)           in
the case of a corporation, corporate stock;


 


(2)           in
the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock;


 


(3)           in
the case of a partnership or limited liability company, partnership interests
(whether general or limited) or membership interests; and


 


2





















 


(4)           any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person, but excluding from all of the foregoing any debt securities convertible
into Capital Stock, whether or not such debt securities include any right of
participation with Capital Stock.


 


“Cash Equivalents”  means (i) Government Securities or (ii) time
deposits and certificates of deposit and commercial paper issued by the parent
corporation of any domestic commercial bank of recognized standing having
capital and surplus in excess of $500 million or (iii) commercial paper
issued by others rated at least A-2 or the equivalent thereof by Standard &
Poor’s Corporation or at least P-2 or the equivalent thereof by Moody’s
Investors Service, Inc., and in the case of each of (i), (ii), and (iii) maturing
within one year after the date of acquisition.


 


“Change of Control”
means:


 


(1)           prior
to the first public offering of common Equity Interests of the Company, the
Permitted Holders fail to be the Beneficial Owners, directly or indirectly, of
a majority in the aggregate of the total voting power of the Voting Stock of
the Company, whether as a result of (i) issuance of securities of the
Company, (ii) any merger, consolidation, liquidation or dissolution of the
Company, or (iii) any direct or indirect transfer of securities; provided that for purposes of this clause (1), the Permitted
Holders shall be deemed to Beneficially Own any Voting Stock of a Person (the “specified person”) held by any other Person (the “parent entity”) so long as the Permitted Holders
Beneficially Own, directly or indirectly, in the aggregate a majority of the
voting power of the Voting Stock of the parent entity;


 


(2)           after
the first public offering of common Equity Interests of the Company, any “person”
or “group” of related persons (as such terms are used in Sections 13(d) and
14(d) of the Exchange Act), other than Permitted Holders, is or becomes
the Beneficial Owner, directly or indirectly, of more than 35% of the total
voting power of the Voting Stock of the Company (or its successor by merger,
consolidation or purchase of all or substantially all of its assets) (for the
purposes of this clause (2), such person or group shall be deemed to
Beneficially Own any Voting Stock of the Company held by an entity, if such
person or group Beneficially Owns, directly or indirectly, a majority of the
voting power of the Voting Stock of such entity);


 


(3)           after
the first public offering of common Equity Interests of the Company, the first
day on which a majority of the members of the Board of Directors of the Company
are not Continuing Directors;


 


(4)           the
sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Subsidiaries taken as a
whole to any “person” (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act); or


 


(5)           the
adoption of a plan or proposal for the liquidation or dissolution of the Company.


 


“Change of Control
Triggering Event,” with respect to any series of Notes, means the
occurrence of both a Change of Control and a Rating Event with respect to the
Notes of such series.


 


“Clearstream”  means Clearstream Banking, S.A.


 


“Collateral Account”
has the meaning given to such term in the Escrow and Security Agreement.


 


3

















 


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


 


“Consolidation”
means, with respect to the Company, the consolidation of the accounts of the
Subsidiaries with those of the Company, all in accordance with GAAP.  The term “consolidated”
has a correlative meaning to the foregoing.


 


“Consolidated Debt”
of any Person at any time, means the aggregate Debt of such Person and its
Subsidiaries at such time, on a consolidated basis, determined in accordance
with GAAP.


 


“Consolidated EBITDA”  means, with respect to any Person, for any period, the
consolidated net income of such Person for such period adjusted to add thereto
(to the extent deducted from net revenues in determining such consolidated net
income), without duplication, the sum of (a) consolidated income tax
expense of such Person for such period, (b) consolidated depreciation and
amortization expense of such Person for such period, (c) consolidated
Interest Expense of such Person for such period; with each of the items
described in clauses (a), (b) and (c) of this definition being
calculated in accordance with GAAP.


 


“Consolidated Net Tangible
Assets”  means, at any date of
determination, the total amount of assets after deducting therefrom 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,
(b) current maturities of long-term debt, and (c) the value, net of
any applicable reserves, of all goodwill, trade names, trademarks, patents and
other like intangible assets; all as set forth, or on a pro forma basis would
be set forth, on the Company’s consolidated balance sheet for its most recently
completed fiscal quarter, prepared in accordance with GAAP.


 


“Continuing Directors”  means, as of any date of determination, any member of the
Board of Directors of the Company who:


 


(1)           was
a member of such Board of Directors on the Issue Date; or


 


(2)           was
nominated for election or elected to such Board of Directors with the approval
of a majority of the Continuing Directors who were members of such Board of
Directors at the time of such nomination or election.


 


“Corporate Trust Office of
the Trustee”  will be at the
address of the Trustee specified in Section 11.01 hereof or such other
address as to which the Trustee may give notice to the Company.


 


“Credit Facilities”
means, one or more Debt facilities, letter of credit or commercial paper
facilities, in each case with banks or other institutional lenders providing
for revolving credit loans, term loans, letters of credit or receivables
financing (including through the sale of receivables to such lenders or to special
purpose entities formed to borrow from such lenders against such receivables),
in each case, as amended, restated, modified, renewed, refunded, replaced or
refinanced in whole or in part from time to time and whether with the same
lender, creditor or group of lenders or creditors.


 


“Custodian”  means the Trustee, as custodian with respect to the Notes
in global form, or any successor entity thereto.


 


4

















 


“Debt” of a
Person means (a) any obligation created or assumed by such Person for the
repayment of money borrowed, any purchase money obligation created or assumed
by such Person and any Guarantee by such Person of similar obligations of
another Person, if and only to the extent that any of the preceding would
appear as a liability upon a balance sheet of such Person prepared in
accordance with GAAP, (b) all Hedging Obligations of such Person, and (c) all
Disqualified Stock of such Person with the amount of Debt represented by the
Disqualified Stock being equal to the greater of its voluntary or involuntary
liquidation preference and its maximum fixed repurchase price, but excluding
accumulated dividends, if any, to the extent not required to be paid.


 


“Debt to EBITDA Ratio”  means, with respect to any specified Person as of any date
of determination, the ratio of (a) the Consolidated Debt of such Person as
of such date to (b) the Consolidated EBITDA of such Person for the four
most recent full fiscal quarters for which internal financial statements are
available prior to such date of determination, with the items mentioned in each
of clauses (a) and (b) being determined on a pro forma basis after
giving effect to all acquisitions or dispositions of assets made by such Person
and its Subsidiaries from the beginning of such four-quarter period through and
including such date of determination (including any related financing
transactions) as if such acquisitions and dispositions (and related financing
transactions) had occurred at the beginning of such four-quarter period.  In addition, for purposes of calculating the
Debt to EBITDA Ratio, acquisitions that have been made by the specified Person
or any of its Subsidiaries, including through mergers or consolidations, or any
Person or any of its Subsidiaries acquired by the specified Person or any of
its Subsidiaries, and including increases in ownership of Subsidiaries, during
the four-quarter reference period or subsequent to such reference period and on
or prior to the date on which the event for which the calculation of the Debt
to EBITDA Ratio is made (the “Calculation Date”)
will be given pro forma effect, and Consolidated EBITDA for such reference
period will be calculated on a pro forma basis in accordance with GAAP.


 


“Default”  means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.


 


“Definitive Note”  means a certificated Note registered in the name of the
Holder thereof and issued in accordance with Section 2.06 hereof,
substantially in the form of Exhibit A1, A3 or A5 hereto except that such
Note shall not bear the Global Note Legend and shall not have the “Schedule of
Exchanges of Interests in the Global Note” attached thereto.


 


“Depositary”
means, with respect to the Notes issuable or issued in whole or in part in
global form, the Person specified in Section 2.03 hereof as the Depositary
with respect to the Notes, and any and all successors thereto appointed as
depositary hereunder and having become such pursuant to the applicable
provision of this Indenture.


 


“Disqualified Stock”  means any Capital Stock that, by its terms (or by the terms
of any security into which it is convertible, or for which it is exchangeable,
at the option of the holder thereof), or upon the happening of any event,
matures or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or redeemable at the option of the holder thereof, in whole or in
part, on or prior to the date that is 91 days after the date on which the Notes
of any series mature.


 


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


 


“Escrow and Security
Agreement” means the Escrow and Security Agreement dated December 21,
2007 by and between NGPL PipeCo LLC, a Delaware limited liability company, and
U.S. Bank 


 


5

















 


National Association, as
trustee under this Indenture and as collateral agent, securities intermediary
and escrow agent (in such capacities, the “Escrow Agent”),
in favor of the Holders of the Notes.


 


“Escrowed Funds”
has the meaning given to such term in the Escrow and Security Agreement.


 


“Euroclear”  means Euroclear Bank, S.A./N.V., as operator of the
Euroclear system.


 


“Exchange Act”  means the Securities Exchange Act of 1934, as amended.


 


“Indenture”
means this Indenture, as amended or supplemented from time to time.


 


“GAAP”  means generally accepted accounting principles in the
United States of America as in effect from time to time.


 


“Global Note Legend”
means the legend set forth in Section 2.06(d)(2), which is required to be
placed on all Global Notes issued under this Indenture.


 


“Global Notes”
means, individually and collectively, each of the Restricted Global Notes and
the Unrestricted Global Notes deposited with or on behalf of and registered in
the name of the Depository or its nominee, substantially in the form of Exhibit A1,
A2, A3, A4, A5 or A6 hereto and that bears the Global Note Legend and that has
the “Schedule of Exchanges of Interests in the Global Note” or “Schedule of
Exchanges of Interests in the Regulation S Temporary Global Note” attached
thereto, issued in accordance with Section 2.01 or Section 2.06(b)(4) hereof.


 


“Government Securities”
means direct obligations of, or obligations guaranteed by, the United States of
America, and the payment for which the United States pledges its full faith and
credit.


 


“Guarantee”  means, as to any Person, a guarantee other than by endorsement
of negotiable instruments for collection in the ordinary course of business,
direct or indirect, in any manner including, without limitation, by way of a
pledge of assets or through letters of credit or reimbursement agreements in
respect thereof, of all or any part of any Debt of another Person.


 


“Hedging Obligations”  means, with respect to any specified Person, the
obligations of such Person under:


 


(1)           interest
rate swap agreements, interest rate cap agreements, interest rate collar
agreements and other agreements or arrangements with respect to interest rates;


 


(2)           commodity
swap agreements, commodity option agreements, forward contracts and other
agreements or arrangements with respect to commodity prices;


 


(3)           foreign
exchange contracts, currency swap agreements and other agreements or
arrangements with respect to foreign currency exchange rates;


 


(4)           other
agreements or arrangements designed to protect such Person or any Subsidiaries
against fluctuations in interest rates, commodity prices or currency exchange
rates; and


 


(5)           letters
of credit and reimbursement obligations with respect to letters of credit, in
each case supporting obligations of the types described in the preceding
clauses of this definition.


 


“Holder”  means a Person in whose name a Note is registered.


 


6

















 


“Hydrocarbons”
means crude oil, natural gas, casinghead gas, drip gasoline, natural gasoline,
condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all
constituents, elements or compounds thereof and products refined or processed
therefrom.


 


“IAI Global Note”  means a Global Note substantially in the form of Exhibit A1,
A3 or A5 hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of and registered in the name of the Depositary
or its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes of a particular series transferred to
Institutional Accredited Investors.


 


“Incur” means,
with respect to any Debt, to incur, create, issue, assume, Guarantee or
otherwise become directly or indirectly liable for or with respect to, or
become responsible for, the payment of, contingently or otherwise, such Debt
(and “Incurrence” and “Incurred”
will have meanings correlative to the foregoing).


 


“Interest Expense”
means, with respect to any period for any Person, the sum (without duplication)
of (a) the aggregate amount of interest, whether expensed or capitalized,
paid, accrued or scheduled to be paid during such period in respect of the Debt
of such Person, (b) the interest portion of any deferred payment
obligation, (c) the portion of any rental obligation in respect of Capital
Lease Obligations allocable to interest expenses and (d) any non-cash
interest payments or accruals; minus interest income of such Person for such
period, in each case, determined in accordance with GAAP.


 


“Investment Grade Rating,”
with respect to any series of Notes, means a rating equal to or higher than:


 


(1)           Baa3
(or the equivalent) by Moody’s; or


 


(2)           BBB-
(or the equivalent) by S&P,


 


or, if either such entity ceases to rate the Notes
of such series for reasons outside of the Company’s control, the equivalent
investment grade credit rating from any other Rating Agency.


 


“Indirect Participant”
means a Person who holds a beneficial interest in a Global Note through a
Participant.


 


“Initial Notes”
means, collectively, (i) the Initial Notes due 2012, (ii) the Initial
Notes due 2017 and (iii) the Initial Notes due 2037.


 


“Initial Notes due 2012”
means the first $1,250,000,000 aggregate principal amount of Notes due 2012 issued
under this Indenture on the Issue Date.


 


“Initial Notes due 2017”
means the first $1,250,000,000 aggregate principal amount of Notes due 2017 issued
under this Indenture on the Issue Date.


 


“Initial Notes due 2037”
means the first $500,000,000 aggregate principal amount of Notes due 2037
issued under this Indenture on the Issue Date.


 


“Initial Purchasers”  means, collectively, Lehman Brothers Inc., Banc of America
Securities LLC, Deutsche Bank Securities Inc., ANZ Securities, Inc.,
Mizuho Securities USA Inc., The Williams Capital Group, L.P., DnB NOR Markets, Inc.,
ING Financial Markets LLC, Natixis Bleichroeder Inc. and Westpac Banking
Corporation.


 


7

















 


“Institutional Accredited
Investor” means an institution that is an “accredited investor” as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, which
is not also a QIB.


 


“Issue Date” means
the first date on which Notes are issued under this Indenture.


 


“Legal Holiday”  means a Saturday, a Sunday or a day on which banking
institutions in The City of New York or Houston, Texas or at a place of payment
are authorized or required by law, regulation or executive order to remain
closed.


 


“Lien” means, as
to any entity, any mortgage, lien, pledge, security interest or other
encumbrance in or on, or adverse interest or title of any vendor, lessor,
lender or other secured party to or of the entity under conditional sale or
other title retention agreement or capital lease with respect to, any property
or asset of the entity, but excluding agreements to refrain from granting
Liens.


 


 “MidCon”  means MidCon Corp., a Delaware corporation on the Issue Date,
and any Delaware limited liability company into which such corporation is
converted.


 


“MidCon Disposition”
means the purchase by Myria Acquisition Inc., a Delaware corporation (“Myria”), and sale by Knight Inc., a Kansas corporation (“Knight”), of 80% of the ownership interests in MidCon,
pursuant to the  Purchase Agreement,
dated as of December 10, 2007, between Knight and Myria, regarding the
purchase and sale of ownership interests in MidCon.


 


“MidCon Merger”
means the merger of NGPL PipeCo LLC, a Delaware limited liability company, with
and into MidCon, with MidCon surviving the merger as a Person organized under
the laws of the State of Delaware.


 


“Moody’s” means
Moody’s Investors Service, Inc. or any successor to the rating agency
business thereof.


 


“Non-U.S. Person”
means a Person who is not a U.S. Person.


 


“Notes” has the
meaning assigned to it in the preamble to this Indenture.


 


“Notes due 2012”
has the meaning assigned to it in the preamble to this Indenture.


 


“Notes due 2017”
has the meaning assigned to it in the preamble to this Indenture.


 


“Notes due 2037”
has the meaning assigned to it in the preamble to this Indenture.


 


“obligations,”  with respect to any Debt, means any principal, interest,
penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing such Debt.


 


“Offering Memorandum”
means the Company’s offering memorandum dated December 14, 2007 relating
to the Notes.


 


“Officer” means,
with respect to any Person, the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Operating Officer, the Chief Financial
Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary
or any Vice-President of such Person.


 


“Officers’ Certificate”  means a certificate signed on behalf of the Company by two
Officers of the Company, one of whom must be the principal executive officer,
the principal operating officer, the 


 


8

















 


principal financial officer, the treasurer or the principal accounting
officer of the Company, or officers performing similar functions, that meets
the requirements of Section 11.03 hereof.


 


“Opinion of Counsel”
means an opinion from legal counsel who is reasonably acceptable to the
Trustee, that meets the requirements of Section 11.03 hereof.  The counsel may be an employee of or counsel
to the Company, any Subsidiary of the Company or the Trustee.


 


“Participant”  means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear
and Clearstream).


 


“Permitted Businesses”  means the business conducted (or proposed to be conducted)
by the Company and its Subsidiaries as of the Issue Date, and all business that
are reasonably similar, ancillary or related thereto or reasonable extensions
thereof, including without limitation (a) gathering, transporting (by
barge, pipeline, ship, truck or other modes of hydrocarbon transportation),
treating, terminalling, storing, processing, dehydrating, marketing or
otherwise handling Hydrocarbons, (b) constructing pipeline, treating,
terminalling, storage, processing, dehydration and other facilities reasonably
related to the foregoing and (c) any activities or services reasonably
related or ancillary to the foregoing, including entering into Hedging
Obligations to support any of the foregoing.


 


“Permitted Holders”  means any Person who directly holds at least 20% of the
outstanding Voting Stock of the Company on the Issue Date and/or on the date of
the consummation of the MidCon Disposition.


 


“Permitted Liens”
means:


 


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


 


(2)           any
statutory or governmental Lien or Lien arising by operation of law, or any
mechanics’, repairmen’s, materialmen’s, suppliers’, carriers’, landlords’,
warehousemen’s 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,
development, improvement or repair;


 


(3)           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;


 


(4)           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 of its Subsidiaries in good faith;


 


(5)           Liens
of, or to secure performance of, leases, other than capital leases;


 


(6)           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;


 


(7)           any
Lien upon property or assets acquired or sold by the Company or any of its
Subsidiaries resulting from the exercise of any rights arising out of defaults
on receivables;


 


9





















 


(8)           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;


 


(9)           any
Lien in favor of the Company or any of its Subsidiaries;


 


(10)         any
Lien in favor of the United States of America or any state thereof, or any
department, agency or instrumentality or political subdivision of the United
States of America or any state thereof, to secure partial, progress, advance,
or other payments pursuant to any contract or statute, or any Debt incurred by
the Company or any of its Subsidiaries for the purpose of financing all or any
part of the purchase price of, or the cost of constructing, developing,
repairing or improving, the property or assets subject to such Lien;


 


(11)         any
Lien securing industrial development, pollution control or similar revenue
bonds;


 


(12)         any
Lien securing Debt of the Company or Debt of any of its Subsidiaries, all or a
portion of the net proceeds of which are used, substantially concurrent with
the funding thereof (and for purposes of determining such “substantial
concurrence,” taking into consideration, among other things, required notices
to be given to Holders of outstanding Notes under this Indenture in connection
with such refunding, refinancing or repurchase, and the required corresponding
durations thereof), to refinance, refund or repurchase all outstanding Notes
under this Indenture, including the amount of all accrued interest thereon and
reasonable fees and expenses and premium, if any, incurred by the Company or
any of its Subsidiaries in connection therewith;


 


(13)         Liens
in favor of any Person to secure obligations under the provisions of any
letters of credit, bank guarantees, bonds or surety obligations required or
requested by any governmental authority in connection with any contract or
statute; or


 


(14)         any
Lien upon or deposits of any assets to secure performance of bids, trade
contracts, leases or statutory obligations.


 


“Permitted Refinancing Debt”
means any Debt of the Company Incurred (a) in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease,
discharge, refund or otherwise retire for value, in whole or in part, or (b) constituting
an amendment, modification or supplement to or a deferral or renewal of ((a) and
(b) above collectively, a “Refinancing”)
any other Debt of the Company or any of its Subsidiaries (other than
intercompany Debt); provided that:


 


(1)           the
amount of such Permitted Refinancing Debt does not exceed the amount of the
Debt so Refinanced (plus all accrued and unpaid interest thereon and the amount
of any reasonably determined premium necessary to accomplish such refinancing
and such reasonable expenses incurred in connection therewith);


 


(2)           such
Permitted Refinancing Debt has a final maturity date later than the final
maturity date of, and has a Weighted Average Life to Maturity equal to or
greater than the Weighted Average Life to Maturity of, the Debt being
Refinanced; and


 


(3)           if
the Debt being Refinanced is subordinated in right of payment to the Notes,
such Permitted Refinancing Debt has a final maturity date later than the final
maturity date of the Notes and is subordinated in right of payment to the Notes
on terms at least as favorable, taken as a whole, to the Holders of Notes as
those contained in the documentation governing the Debt being Refinanced.


 


10





















 


“Person” means
any individual, corporation, partnership (general or limited), joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.


 


“Principal Property”  means, whether owned or leased on the Issue Date or
thereafter acquired, (a) any pipeline assets of the Company or of any of
its Subsidiaries, including any related facilities employed in the
transportation, distribution, storage or marketing of refined petroleum
products, natural gas liquids and carbon dioxide, that are located in the
United States or any territory or political subdivision thereof; and (b) any
processing or manufacturing plant or terminal owned or leased by the Company or
any of its Subsidiaries that is located in the United States or any territory
or political subdivision thereof, except, in the case of either of the
foregoing clauses (a) or (b), (i) any such assets consisting of
inventories, furniture, office fixtures and equipment (including data
processing equipment), vehicles and equipment used on, or useful with,
vehicles; and (ii) any such assets, plant or terminal which, in the
opinion of the Board of Directors of the Company, is not material in relation
to the activities of the Company and its Subsidiaries, taken as a whole.


 


“Private Placement Legend”
means the legend set forth in Section 2.06(d)(1) to be placed on all
Notes issued under this Indenture except where otherwise permitted by the provisions
of this Indenture.


 


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


 


“Rating Agency”
means each of S&P and Moody’s, or if S&P or Moody’s or both shall not
make a rating on the Notes of any series publicly available, a nationally
recognized statistical rating agency or agencies, as the case may be, selected
by the Company which shall be substituted for S&P or Moody’s, or both, as
the case may be.


 


“Rating Event,”
with respect to any series of Notes, means the occurrence of a decrease of one
or more gradations (including gradations within rating categories as well as
between rating categories) in the rating of the Notes of such series by either
Rating Agency, unless, after giving effect to such decrease in rating, the Notes
of such series have an Investment Grade Rating from such Rating Agency; provided, however, that such decrease or withdrawal occurs
on, or within 90 days before or after the earlier of (a) a Change of
Control, (b) the date of public notice of the occurrence of a Change of
Control or (c) public notice of the intention by the Company to effect a
Change of Control (which period shall be extended so long as the rating of the
Notes of such series is under publicly announced consideration for downgrade by
either Rating Agency).


 


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


 


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


 


“Regulation S”  means Regulation S promulgated under the Securities Act.


 


“Regulation S Global Note”  means a Regulation S Temporary Global Note or Regulation S
Permanent Global Note, as appropriate.


 


“Regulation S Permanent
Global Note” means a permanent Global Note in the form of Exhibit A1,
A3 or A5 hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of and registered in the name of the Depositary
or its nominee, issued in a denomination 


 


11

















 


equal to the outstanding
principal amount of the Regulation S Temporary Global Note with respect to the
Notes of a particular series upon expiration of the Restricted Period.


 


“Regulation S Temporary
Global Note” means a temporary Global Note in the form of Exhibit A2,
A4 or A6 hereto deposited with or on behalf of and registered in the name of
the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Notes of a particular series initially sold
in reliance on Rule 903 of Regulation S.


 


“Responsible Officer,”  when used with respect to the Trustee, means any officer
within the Corporate Trust Administration of the Trustee (or any successor
group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of her or his
knowledge of and familiarity with the particular subject.


 


“Restricted Definitive Note”  means a Definitive Note bearing the Private Placement
Legend.


 


“Restricted Global Note”
means a Global Note bearing the Private Placement Legend.


 


“Restricted Note”
means a Restricted Definitive Note or a Restricted Global Note.


 


“Restricted Period”
means the 40-day distribution compliance period as defined in Regulation S.


 


“Rule 144”
means Rule 144 promulgated under the Securities Act.


 


“Rule 144A”
means Rule 144A promulgated under the Securities Act.


 


“Rule 144A Information”  shall be such information as is specified pursuant to Rule 144A(d)(4) under
the Securities Act (or any successor provision thereto).


 


“Rule 903”
means Rule 903 promulgated under the Securities Act.


 


“Rule 904”
means Rule 904 promulgated under the Securities Act.


 


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


 


“S&P” means
Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., or any successor to the rating agency business thereof.


 


“SEC”  means the Securities and Exchange Commission.


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


“Special Mandatory
Redemption Date” means April 15, 2008, as such date may be
extended in accordance with the provisions of this Indenture (including without
limitation Section 9.02 hereof).


 


“stated maturity”
means, with respect to any installment of interest or principal on any series
of Debt, the date on which the payment of interest or principal is scheduled to
be paid in the documentation 


 


12

















 


governing such Debt, and
will not include any contingent obligations to repay, redeem or repurchase any
such interest or principal prior to the date otherwise scheduled for the
payment thereof.


 


“Subsidiary”  means, with respect to any specified Person:


 


(1)           any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency and after giving effect to any voting agreement
or stockholders’ agreement that effectively transfers voting power) to vote in
the election of directors, managers or trustees of the corporation, association
or other business entity is at the time owned or controlled, directly or
indirectly, by that Person or one or more of the other Subsidiaries of that
Person (or a combination thereof); and


 


(2)           any
partnership (a) the sole general partner or the managing general partner
of which is such Person or a Subsidiary of such Person or (b) the only
general partners of which are that Person or one or more Subsidiaries of that
Person (or any combination thereof).


 


“Transaction Closing Deadline”  means the 15th day prior to the Special Mandatory
Redemption Date.


 


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


 


“Unrestricted Definitive
Note” means a Definitive Note that does not bear and is not required
to bear the Private Placement Legend.


 


“Unrestricted Global Note”
means a Global Note that does not bear and is not required to bear the Private
Placement Legend.


 


“Unrestricted Note”
means an Unrestricted Definitive Note or an Unrestricted Global Note.


 


“U.S. Person”
means a U.S. Person as defined in Rule 902(k) promulgated under the
Securities Act.


 


“Voting Stock”
of any specified Person as of any date means the Capital Stock of such Person
that is at the time entitled to vote in the election of the Board of Directors
of such Person.


 


“Weighted Average Life to
Maturity” means, when applied to any Debt at any date, the number of
years obtained by dividing:


 


(1)           the
sum of the products obtained by multiplying (a) the amount of each then
remaining installment, sinking fund, serial maturity or other required payments
of principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse
between such date and the making of such payment; by


 


(2)           the
then outstanding principal amount of such Debt.


 


13





















 


Section 1.02           Other Definitions.


 


	
  Term

  	
   

  	
  Defined in

  Section

  	
   

  
	
  “Authentication Order”

  	
   

  	
  2.02

  	
   

  
	
  “Covenant Defeasance”

  	
   

  	
  8.03

  	
   

  
	
  “DTC”

  	
   

  	
  2.03

  	
   

  
	
  “Event of Default”

  	
   

  	
  6.01

  	
   

  
	
  “Legal Defeasance”

  	
   

  	
  8.02

  	
   

  
	
  “Paying Agent”

  	
   

  	
  2.03

  	
   

  
	
  “Payment Default”

  	
   

  	
  6.01

  	
   

  
	
  “Registrar”

  	
   

  	
  2.03

  	
   

  
	
  “Special Mandatory Redemption”

  	
   

  	
  3.03

  	
   

  
	
  “Special Optional Redemption”

  	
   

  	
  3.03

  	
   

  



 


Section 1.03           Rules of Construction.


 


Unless the context otherwise requires:


 


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


 


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


 


(3)           “or”
is not exclusive;


 


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


 


(5)           “will”
shall be interpreted to express a command;


 


(6)           provisions
apply to successive events and transactions; and


 


(7)           references
to sections of, or rules under, the Securities Act will be deemed to
include substitute, replacement of successor sections, or rules adopted
by, the SEC from time to time.


 


ARTICLE 2

THE NOTES


 


Section 2.01           Form and Dating.


 


(a)           General.  The Notes of
each series and the Trustee’s certificate of authentication with respect
thereto will be substantially in the form of Exhibit A1, A2, A3, A4, A5 or
A6 hereto (as applicable).  The Notes may
have notations, legends or endorsements required by law, stock exchange rule or
usage.  Each Note will be dated the date
of its authentication.  The Notes shall
be in denominations of $2,000 and integral multiples of $1,000 in excess
thereof.


 


The terms and provisions contained in the Notes
of each series will constitute, and are hereby expressly made, a part of this
Indenture and the Company and the Trustee, by their execution and delivery of
this Indenture, expressly agree to such terms and provisions and to be bound
thereby.  However, to the extent any
provision of any Note conflicts with the express provisions of this Indenture,
the provisions of this Indenture shall govern and be controlling.


 


(b)           Global Notes.  Notes of
each series issued in global form will be substantially in the form of Exhibit A1,
A2, A3, A4, A5 or A6 attached hereto, as applicable (including the Global Note
Legend thereon and the “Schedule of Exchanges of Interests in the Global Note”
attached thereto).  Notes of each 


 


14

















 


series issued in definitive form will be substantially in the form of Exhibit A1,
A3 or A5 attached hereto, as applicable (but without the Global Note Legend
thereon and without the “Schedule of Exchanges of Interests in the Global Note”
attached thereto).  Each Global Note will
represent such of the outstanding Notes of a particular series as will be
specified therein and each shall provide that it represents the aggregate
principal amount of outstanding Notes of such series from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes of such
series represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges.  Any
endorsement of a Global Note to reflect the amount of any increase or decrease
in the aggregate principal amount of outstanding Notes represented thereby will
be made by the Trustee or the Custodian, at the direction of the Trustee, in
accordance with instructions given by the Holder thereof as required by Section 2.06
hereof.


 


(c)           Temporary Global Notes. 
Notes of a particular series offered and sold in reliance on Regulation
S will be issued initially in the form of the Regulation S Temporary Global
Note with respect to such series, which will be deposited on behalf of the
purchasers of the Notes represented thereby with the Trustee, at its New York
office, as custodian for the Depositary, and registered in the name of the
Depositary or the nominee of the Depositary for the accounts of designated
agents holding on behalf of Euroclear or Clearstream, duly executed by the
Company and authenticated by the Trustee as hereinafter provided.


 


Following the termination of the Restricted
Period and receipt by the Trustee of a written certificate from the Depositary,
together with copies of certificates from Euroclear and Clearstream (or other
relevant Participants) certifying that they have received certification of
non-United States Beneficial Ownership of 100% of the aggregate principal
amount of the Regulation S Temporary Global Note with respect to the Notes of
each series (except to the extent of any Beneficial Owners thereof who acquired
an interest therein during the Restricted Period pursuant to another exemption
from registration under the Securities Act and who will take delivery of a
Beneficial Ownership interest in a 144A Global Note or an IAI Global Note
bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof)
or other evidence satisfactory to the Company, beneficial interests in such
Regulation S Temporary Global Note will be exchanged for beneficial interests
in the corresponding Regulation S Permanent Global Note with respect to such
series pursuant to the Applicable Procedures. 
Simultaneously with the authentication of such Regulation S Permanent
Global Note, the Trustee will cancel the corresponding Regulation S Temporary
Global Note.  The aggregate principal
amount of each Regulation S Temporary Global Note and each Regulation S
Permanent Global Note may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depositary or its
nominee, as the case may be, in connection with transfers of interest as
hereinafter provided.


 


(d)           Euroclear and Clearstream Procedures Applicable.  The Applicable Procedures of Euroclear and
Clearstream will be applicable to transfers of beneficial interests in any
Regulation S Temporary Global Note and any Regulation S Permanent Global Note
that are held by Participants through Euroclear or Clearstream.


 


(e)           Additional Notes. 
Subject to compliance with the provisions of this Indenture (including
without limitation Section 4.07 hereof), the Company may issue Additional
Notes of each series under this Indenture from time to time after the Issue
Date in an unlimited aggregate principal amount.


 


Section 2.02           Execution and Authentication.


 


At least one Officer must sign the Notes for
the Company by manual or facsimile signature.


 


If an Officer whose signature is on a Note no
longer holds that office at the time a Note is authenticated, the Note will
nevertheless be valid.


 


15

















 


A Note will not be valid until authenticated
by the manual signature of the Trustee. 
The signature will be conclusive evidence that the Note has been
authenticated under this Indenture.


 


The Trustee will authenticate for original
issue (i) on the Issue Date (x) Initial Notes due 2012 in the aggregate
principal amount of $1,250,000,000, (y) Initial Notes due 2017 in the
aggregate principal amount of $1,250,000,000 and (z) Initial Notes due
2037 in the aggregate principal amount of $500,000,000 and (ii) as
provided in Section 2.01(e) hereof, from time to time any amount of
Additional Notes of each series specified by the Company, in each case, upon receipt
of a written order of the Company signed by two Officers of the Company (an “Authentication Order”). 
Each Authentication Order shall specify (a) the amount and series of
the Notes to be authenticated and the date of original issue thereof and (b) whether
the Notes of each such series are Restricted Notes or Unrestricted Notes.  The aggregate principal amount of the Notes of
each series outstanding at any time may not exceed the aggregate principal
amount of Notes of such series authorized for issuance by the Company pursuant
to one or more Authentication Orders in accordance with this Section 2.02,
except as provided in Section 2.07 hereof.


 


The Trustee may appoint an authenticating
agent acceptable to the Company to authenticate Notes.  An authenticating agent may authenticate
Notes whenever the Trustee may do so. 
Each reference in this Indenture to authentication by the Trustee
includes authentication by such agent. 
An authenticating agent has the same rights as an Agent to deal with
Holders or an Affiliate of the Company.


 


The Initial Notes of a particular series and
the Additional Notes of such series shall be treated as a single class for all
purposes under this Indenture, and unless the context otherwise requires, all
references to the Notes of such series shall include the Initial Notes of such
series and any Additional Notes of such series. 
Nothing in this paragraph shall be deemed to modify, replace or
otherwise affect the restrictions on transfer applicable to Restricted Notes
set forth in Section 2.06 hereof.


 


Section 2.03           Registrar and Paying Agent.


 


The Company will maintain an office or agency
where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency in the Borough of
Manhattan, The City of New York, where Notes may be presented for payment (“Paying Agent”). 
Unless otherwise designated by the Company by written notice to the
Trustee, each such office or agency shall be the Trustee’s office in the
Borough of Manhattan, The City of New York.


 


The Registrar will keep a register of the
Notes of each series and of their transfer and exchange.  The Company may appoint one or more
co-registrars and one or more additional paying agents.  The term “Registrar” includes any
co-registrar and the term “Paying Agent” includes any additional paying
agent.  The Company may change any Paying
Agent or Registrar without notice to any Holder.  The Company will notify the Trustee in
writing of the name and address of any Agent not a party to this Indenture.  If the Company fails to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as
such.  The Company or any of its
Subsidiaries may act as Paying Agent or Registrar.


 


The Company initially appoints The Depository
Trust Company (“DTC”) to act as Depositary with
respect to the Global Notes of each series.


 


The Company initially appoints the Trustee to
act as the Registrar and Paying Agent and to act as Custodian with respect to
the Global Notes of each series.


 


16

















 


Section 2.04           Paying Agent to Hold Money in Trust.


 


The Company will require each Paying Agent
other than the Trustee to agree in writing that the Paying Agent will hold in
trust for the benefit of Holders or the Trustee all money held by the Paying
Agent for the payment of principal of or interest on the Notes, and will notify
the Trustee of any default by the Company in making any such payment.  While any such default continues, the Trustee
may require a Paying Agent to pay all money held by it to the Trustee.  The Company at any time may require a Paying
Agent to pay all money held by it to the Trustee.  Upon payment over to the Trustee, the Paying
Agent (if other than the Company or a Subsidiary) will have no further liability
for the money.  If the Company or a
Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying Agent.  Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee will serve as Paying Agent for
the Notes of each series.


 


Section 2.05           Holder Lists.


 


The Trustee will preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of all Holders.  If
the Trustee is not the Registrar, the Company will furnish to the Trustee at
least seven Business Days before each interest payment date and at such other
times as the Trustee may request in writing, a list in such form and as of such
date as the Trustee may reasonably require of the names and addresses of the
Holders of Notes.


 


Section 2.06           Transfer and Exchange.


 


(a)           Transfer and Exchange of Global Notes.  A Global Note may not be transferred as a
whole except by the Depositary to a nominee of the Depositary, by a nominee of
the Depositary to the Depositary or to another nominee of the Depositary, or by
the Depositary or any such nominee to a successor Depositary or a nominee of
such successor Depositary.  All Global
Notes of each series will be exchanged by the Company for Definitive Notes of
the same series if:


 


(1)           the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by
the Company within 90 days after the date of such notice from the Depositary;
or


 


(2)           the Company in its sole discretion
determines that the Global Notes of each series (in whole but not in part)
should be exchanged for Definitive Notes of the same series and delivers a
written notice to such effect to the Trustee; or


 


(3)           there shall have occurred and be
continuing a Default or Event of Default with respect to the Notes;


 


provided, however, that in no event shall any
Regulation S Temporary Global Note be exchanged by the Company for Definitive
Notes prior to (x) the expiration of the Restricted Period and (y) the
receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under
the Securities Act (or an Opinion of Counsel that such certificates are not
required pursuant to Rule 903 under the Securities Act).


 


Upon the occurrence of any of the preceding
events in (1), (2) or (3) above, Definitive Notes shall be issued in
such names as the Depositary shall instruct the Trustee.  Global Notes also may be exchanged or
replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof.  Every Note authenticated and delivered in
exchange for, or in lieu of, a Global Note of a particular series or any
portion thereof, pursuant to this Section 2.06 or Section 2.07 or
2.10 hereof, shall be authenticated and delivered in the form of, and shall be,
a Global Note of such series.  A Global
Note may not be exchanged for another 


 


17

















 


Note other than as provided
in this Section 2.06(a), however, beneficial interests in a Global Note
may be transferred and exchanged as provided in Section 2.06(b) hereof.


 


(b)           Transfer and Exchange of Beneficial Interests in the Global Notes.  The transfer and exchange of beneficial
interests in the Global Notes will be effected through the Depositary, in
accordance with the provisions of this Indenture and the Applicable
Procedures.  Beneficial interests in the
Restricted Global Notes will be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.  Transfers of beneficial interests in the
Global Notes also will require compliance with either subparagraph (1) or (2) below,
as applicable, as well as one or more of the other following subparagraphs, as
applicable:


 


(1)           Transfer of Beneficial
Interests in the Same Global Note.  Beneficial interests in any Restricted Global
Note may be transferred to Persons who take delivery thereof in the form of a
beneficial interest in the same Restricted Global Note in accordance with the
transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the
Restricted Period and the issuance of the Regulation S Permanent Global Note with
respect to the Notes of a particular series, transfers of beneficial interests
in the Regulation S Temporary Global Note with respect to such series may not
be made to a U.S. Person or for the account or benefit of a U.S. Person (other
than an Initial Purchaser).  Beneficial
interests in any Unrestricted Global Note of a particular series may be
transferred to Persons who take delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note of such series.  No written orders or instructions shall be
required to be delivered to the Registrar to effect the transfers described in
this Section 2.06(b)(1).


 


(2)           All Other Transfers and
Exchanges of Beneficial Interests in Global Notes.  In connection with all transfers
and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above,
the transferor of such beneficial interest must deliver to the Registrar both:


 


(A)          a written order from
a Participant or an Indirect Participant given to the Depositary in accordance
with the Applicable Procedures directing the Depositary to credit or cause to
be credited a beneficial interest in another Global Note of the same series in
an amount equal to the beneficial interest to be transferred or exchanged; and


 


(B)           instructions given
in accordance with the Applicable Procedures containing information regarding
the Participant account to be credited with such increase.


 


Upon satisfaction of all of the requirements
for transfer or exchange of beneficial interests in Global Notes contained in
this Indenture and the Notes of the relevant series or otherwise applicable
under the Securities Act, the Trustee shall adjust the principal amount of the
relevant Global Note(s) pursuant to Section 2.06(e) hereof.


 


(3)           Transfer of Beneficial
Interests to Another Restricted Global Note. 
A beneficial interest in any Restricted Global Note of a
particular series may be transferred to a Person who takes delivery thereof in
the form of a beneficial interest in another Restricted Global Note of the same
series if the transfer complies with the requirements of Section 2.06(b)(2) above and
the Registrar receives the following:


 


(A)          if the transferee will
take delivery in the form of a beneficial interest in a 144A Global Note, then
the transferor must deliver a certificate in the form of Exhibit B hereto,
including the certifications in item (1) thereof;


 


18

















 


(B)           if the transferee
will take delivery in the form of a beneficial interest in a Regulation S
Temporary Global Note or a Regulation S Permanent Global Note, then the
transferor must deliver a certificate in the form of Exhibit B hereto,
including the certifications in item (2) thereof; and


 


(C)           if the transferee
will take delivery in the form of a beneficial interest in an IAI Global Note,
then the transferor must deliver a certificate in the form of Exhibit B
hereto, including the certifications, certificates and Opinion of Counsel
required by item (3) thereof, if applicable.


 


(4)           Transfer and Exchange of
Beneficial Interests in a Restricted Global Note for Beneficial Interests in an
Unrestricted Global Note.  A
beneficial interest in any Restricted Global Note of a particular series may be
exchanged by any holder thereof for a beneficial interest in an Unrestricted
Global Note of the same series or transferred to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note of
the same series if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above
and the Registrar receives the following:


 


(A)          if the holder of such
beneficial interest in a Restricted Global Note of a particular series proposes
to exchange such beneficial interest for a beneficial interest in an
Unrestricted Global Note of the same series, a certificate from such holder in
the form of Exhibit C hereto, including the certifications in item (1)(a) thereof;
or


 


(B)           if the holder of
such beneficial interest in a Restricted Global Note of a particular series proposes
to transfer such beneficial interest to a Person who shall take delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note of
the same series, a certificate from such holder in the form of Exhibit B
hereto, including the certifications in item (4) thereof;


 


and, in each such case, an Opinion of Counsel
reasonably acceptable to the Registrar and the Company to the effect that such
exchange or transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Private Placement Legend
are no longer required in order to maintain compliance with the Securities Act.


 


If any such transfer is effected pursuant to
subparagraph (A) or (B) above at a time when an Unrestricted Global
Note has not yet been issued with respect to the Notes of a particular series,
the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.02 hereof, the Trustee shall authenticate one or
more Unrestricted Global Notes with respect to such series in an aggregate
principal amount equal to the aggregate principal amount of beneficial
interests in the Global Notes with respect to such series transferred pursuant
to subparagraph (A) or (B) above.


 


Beneficial interests in an Unrestricted
Global Note cannot be exchanged for, or transferred to Persons who take
delivery thereof in the form of, a beneficial interest in a Restricted Global
Note.


 


(c)           Transfer and Exchange of Definitive Notes for Definitive Notes.  Upon request by a Holder of
Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(c),
the Registrar will register the transfer or exchange of such Definitive
Notes.  Prior to such registration of
transfer or exchange, the requesting Holder must present or surrender to the
Registrar the Definitive Notes duly endorsed or accompanied by a written
instruction of transfer in form satisfactory to the Registrar duly executed by
such Holder or by its attorney, duly authorized in writing.  In addition, the requesting 


 


19

















 


Holder must provide any additional certifications, documents and
information, as applicable, required pursuant to the following provisions of
this Section 2.06(c).


 


(1)           Restricted Definitive
Notes to Restricted Definitive Notes.  Any
Restricted Definitive Note of a particular series may be transferred to and
registered in the name of Persons who take delivery thereof in the form of a
Restricted Definitive Note of the same series if the Registrar receives the
following:


 


(A)          if the transfer will
be made pursuant to Rule 144A, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications
in item (1) thereof;


 


(B)           if the transfer will
be made pursuant to Rule 903 or Rule 904, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (2) thereof; and


 


(C)           if the transfer will
be made pursuant to any other exemption from the registration requirements of
the Securities Act, then the transferor must deliver a certificate in the form
of Exhibit B hereto, including the certifications, certificates and Opinion
of Counsel required by item (3) thereof, if applicable.


 


(2)           Restricted Definitive
Notes to Unrestricted Definitive Notes.  Any Restricted Definitive Note of a particular
series may be exchanged by the Holder thereof for an Unrestricted Definitive
Note of the same series or transferred to a Person or Persons who take delivery
thereof in the form of an Unrestricted Definitive Note of the same series if
the Registrar receives the following:


 


(A)          if the Holder of such
Restricted Definitive Note of a particular series proposes to exchange such
Note for an Unrestricted Definitive Note of the same series, a certificate from
such Holder in the form of Exhibit C hereto, including the certifications
in item (1)(d) thereof; or


 


(B)           if the Holder of
such Restricted Definitive Note of a particular series proposes to transfer
such Note to a Person who shall take delivery thereof in the form of an
Unrestricted Definitive Note of the same series, a certificate from such Holder
in the form of Exhibit B hereto, including the certifications in item (4) thereof;


 


and, in each such case, an Opinion of Counsel
reasonably acceptable to the Registrar and the Company to the effect that such
exchange or transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Private Placement Legend
are no longer required in order to maintain compliance with the Securities Act.


 


(3)           Unrestricted Definitive
Notes to Unrestricted Definitive Notes.  A Holder of any Unrestricted Definitive Note of
a particular series may transfer such Note to a Person who takes delivery
thereof in the form of an Unrestricted Definitive Note of the same series.  Upon receipt of a request to register such a
transfer, the Registrar shall register the Unrestricted Definitive Note
pursuant to the instructions from the Holder thereof.


 


(d)           Legends.  The
following legends will appear on the face of all Global Notes and Definitive
Notes issued under this Indenture unless specifically stated otherwise in the
applicable provisions of this Indenture.


 


20

















 


(1)           Private Placement Legend.


 


(A)          Except as permitted
by subparagraph (B) below, each Global Note and each Definitive Note (and
all Notes issued in exchange therefor or substitution thereof) shall bear the
legend in substantially the following form:


 


“THE SECURITY EVIDENCED HEREBY WAS ORIGINALLY
ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM.  EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A. 
THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF
THE ISSUER THAT (A) SUCH SECURITY MAY BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY (1) (a) IN THE UNITED STATES TO A PERSON
WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (c) IN
A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (d) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501 (a) (1),
(2), (3) OR (7) OF THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER,
FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) OR (e) IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF NGPL PIPECO LLC SO
REQUESTS), (2) TO NGPL PIPECO LLC OR (3) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF
THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.”


 


(B)           Notwithstanding the
foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs
(b)(4), (c)(2) or (c)(3) of this Section 2.06 (and all Notes
issued in exchange therefor or substitution thereof) will not bear the Private
Placement Legend.


 


(2)           Global Note Legend.  Each Global Note will bear a legend in
substantially the following form:


 


21

















 


“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY
(AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR
THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY
PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE
SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF
THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT
IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11
OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR
IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. 
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”


 


(e)           Cancellation and/or Adjustment of Global Notes.  At such time as all beneficial interests in a
particular Global Note have been exchanged for Definitive Notes or a particular
Global Note has been repurchased or canceled in whole and not in part, each
such Global Note will be returned to or retained and canceled by the Trustee in
accordance with Section 2.11 hereof. 
At any time prior to such cancellation, if any beneficial interest in a
Global Note of a particular series is exchanged for or transferred to a Person
who will take delivery thereof in the form of a beneficial interest in another
Global Note of the same series, the principal amount of Notes represented by
such Global Note will be reduced accordingly and an endorsement will be made on
such Global Note by the Trustee or by the Depositary at the direction of the
Trustee to reflect such reduction, and such other Global Note will be increased
accordingly and an endorsement will be made on such Global Note by the Trustee
or by the Depositary at the direction of the Trustee to reflect such increase.


 


22

















 


(f)            General Provisions Relating to Transfers and Exchanges.


 


(1)           To permit registrations of transfers
and exchanges, the Company will execute and the Trustee will authenticate
Global Notes and Definitive Notes upon receipt of an Authentication Order in
accordance with Section 2.02 hereof or at the Registrar’s request.


 


(2)           No service charge will be made to a
Holder of a beneficial interest in a Global Note or to a Holder of a Definitive
Note for any registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any transfer tax or similar governmental
charge payable in connection therewith (other than any such transfer taxes or
similar governmental charge payable upon exchange or transfer pursuant to
Sections 2.10 and 9.04 hereof).


 


(3)           All Global Notes and Definitive Notes
issued upon any registration of transfer or exchange of Global Notes or
Definitive Notes will be the valid obligations of the Company, evidencing the
same debt, and entitled to the same benefits under this Indenture, as the Global
Notes or Definitive Notes surrendered upon such registration of transfer or
exchange.


 


(4)           Neither the Registrar nor the Company
will be required to register the transfer of or to exchange a Note between a
record date and the next succeeding interest payment date.


 


(5)           Prior to due presentment for the
registration of a transfer of any Note, the Trustee, any Agent and the Company
may deem and treat the Person in whose name any Note is registered as the
absolute owner of such Note for the purpose of receiving payment of principal
of and interest on such Notes and for all other purposes, and none of the
Trustee, any Agent or the Company shall be affected by notice to the contrary.


 


(6)           The Trustee will authenticate Global
Notes and Definitive Notes in accordance with the provisions of Section 2.02
hereof.


 


(7)           All certifications, certificates and
Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06
to effect a registration of transfer or exchange may be submitted by facsimile.


 


Section 2.07           Replacement Notes.


 


If any mutilated Note is surrendered to the
Trustee or the Company and the Trustee receive evidence to their satisfaction
of the destruction, loss or theft of any Note, the Company will issue and the
Trustee, upon receipt of an Authentication Order, will authenticate a
replacement Note of the same series if the Trustee’s requirements are met.  If required by the Trustee or the Company, an
indemnity bond must be supplied by the Holder that is sufficient in the judgment
of the Trustee and the Company to protect the Company, the Trustee, any Agent
and any authenticating agent from any loss that any of them may suffer if a
Note is replaced.  The Company may charge
for its expenses in replacing a Note.


 


Every replacement Note is an additional
obligation of the Company and will be entitled to all of the benefits of this
Indenture equally and proportionately with all other Notes duly issued
hereunder.


 


Section 2.08           Outstanding Notes.


 


The Notes outstanding at any time are all the
Notes authenticated by the Trustee except for those canceled by it, those
delivered to it for cancellation, those reductions in the interest in a Global
Note effected by the Trustee in accordance with the provisions hereof, and
those described in this Section 2.08 


 


23

















 


as not outstanding.  Except as set forth in Section 2.09
hereof, a Note does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Note.


 


If a Note is replaced pursuant to Section 2.07
hereof, it ceases to be outstanding unless the Trustee receives proof
satisfactory to it that the replaced Note is held by a protected purchaser.


 


If the principal amount of any Note is
considered paid under Section 4.01 hereof, it ceases to be outstanding and
interest on it ceases to accrue.


 


If the Paying Agent (other than the Company,
a Subsidiary or an Affiliate of any thereof) holds, on a maturity date, money
sufficient to pay the Notes payable on that date, then on and after that date
such Notes will be deemed to be no longer outstanding and will cease to accrue
interest.


 


Section 2.09           Treasury Notes.


 


In determining whether the Holders of the
required principal amount of Notes of each series have concurred in any direction,
waiver or consent, Notes of such series owned by the Company, or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company, will be considered as though not outstanding,
except that for the purposes of determining whether the Trustee will be
protected in relying on any such direction, waiver or consent, only Notes of
such series that the Trustee knows are so owned will be so disregarded.


 


Section 2.10           Temporary Notes.


 


Until certificates representing Notes of a
particular series are ready for delivery, the Company may prepare and the
Trustee, upon receipt of an Authentication Order, will authenticate temporary
Notes of such series.  Temporary Notes of
a particular series will be substantially in the form of certificated Notes of
such series but may have variations that the Company considers appropriate for
temporary Notes and as may be reasonably acceptable to the Trustee.  Without unreasonable delay, the Company will
prepare and the Trustee will authenticate definitive Notes of a particular
series in exchange for temporary Notes of the same series.


 


Holders of temporary Notes will be entitled
to all of the benefits of this Indenture.


 


Section 2.11           Cancellation.


 


The Company at any time may deliver Notes to
the Trustee for cancellation.  The
Registrar and Paying Agent will forward to the Trustee any Notes surrendered to
them for registration of transfer, exchange or payment.  The Trustee and no one else will cancel all
Notes surrendered for registration of transfer, exchange, payment, replacement
or cancellation and will destroy canceled Notes (subject to any applicable
record retention requirement of the Exchange Act).  Certification of the destruction of all
canceled Notes will be delivered to the Company.  The Company may not issue new Notes to
replace Notes that it has paid or that have been delivered to the Trustee for
cancellation.


 


Section 2.12           Defaulted Interest.


 


If the Company defaults in a payment of
interest on any Notes, it will pay the defaulted interest in any lawful manner
plus, to the extent lawful, interest payable on the defaulted interest, to the
Persons who are Holders of such Notes on a subsequent special record date, in
each case at the applicable rate provided in such Notes and in Section 4.01
hereof.  The Company will notify the
Trustee in writing of the amount of defaulted interest proposed to be paid on
each Note and the date of the proposed payment. 
The 


 


24

















 


Company will fix or cause to
be fixed each such special record date and payment date, provided
that no such special record date may be less than 10 days prior to the related
payment date for such defaulted interest. 
At least 10 days before the special record date (or such shorter period
as may be acceptable to the Trustee), the Company (or, upon the written request
of the Company, the Trustee in the name and at the expense of the Company) will
mail or cause to be mailed to Holders of the relevant Notes a notice that
states the special record date, the related payment date and the amount of such
interest to be paid.  Defaulted interest
may also be paid at any time and in any other lawful manner.


 


ARTICLE 3

REDEMPTION


 


Section 3.01           Applicability of Article.


 


The Notes of each series shall be redeemable
in accordance with their terms and in accordance with this Article.


 


Section 3.02           Election to Redeem at Option of the
Company; Notice to Trustee.


 


The election of the Company to redeem any
Notes shall be evidenced by a resolution of the Company’s Board of Directors
set forth in an Officers’ Certificate. In case of any redemption at the
election of the Company of less than all the Notes of any series, the Company
shall, not less than 35 nor more than 60 days prior to the Redemption Date
fixed by the Company (unless a shorter notice shall be provided for satisfactory
to the Trustee), notify the Trustee of such Redemption Date, of the principal
amount of Notes of such series to be redeemed and, if applicable, of the tenor
of the Notes to be redeemed. In the case of any redemption of Notes pursuant to
an election of the Company which is subject to a condition specified in the
terms of such Notes, the Company shall furnish the Trustee with an Officers’
Certificate evidencing compliance with such restriction or condition.


 


Section 3.03           Special Mandatory Redemption; Special
Optional Redemption.


 


If the consummation of the MidCon Disposition
and the MidCon Merger do not occur on or before the Transaction Closing
Deadline on substantially the terms described in the Offering Memorandum, the
Company will redeem all and not less than all of the Notes of each series then
outstanding, on or prior to the Special Mandatory Redemption Date (the “Special Mandatory Redemption”).  In addition, in the event that at any time
the Company determines that the MidCon Disposition will not be consummated on
substantially the terms described in the Offering Memorandum, on or prior to
the Transaction Closing Deadline, the Company will be entitled to effect a
special optional redemption of all and not less than all of the Notes of each
series then outstanding (the “Special Optional
Redemption”).  In the event of
a Special Mandatory Redemption or a Special Optional Redemption, the Redemption
Price will be equal to 101% of the aggregate principal amount of the Notes plus
accrued interest to, but not including, the Redemption Date.


 


Section 3.04           Selection by Trustee of Notes to be
Redeemed.


 


If less than all the Notes of any series are
to be redeemed (unless all the Notes of such series and of a specified tenor
are to be redeemed), the particular Notes to be redeemed shall be selected not
more than 45 days prior to the Redemption Date by the Trustee, from the outstanding
Notes of such series not previously called for redemption, on a pro rata basis or by any other method which the Trustee
deems fair and appropriate and which complies with any securities exchange or
other applicable requirements for redemption of portions (equal to the minimum
authorized denomination for Notes of that series or any integral multiple
thereof) of the principal amount of Notes of such series.


 


25
















 


The Trustee shall promptly notify the Company
in writing of the Notes selected for redemption and, in the case of any Notes
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 Notes
shall relate, in the case of any Notes redeemed or to be redeemed only in part,
to the portion of the principal amount of such Notes which has been or is to be
redeemed.


 


Section 3.05           Notice of Redemption.


 


Except to the extent otherwise provided in
the Notes of each series, 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 (or, in the case of
any Special Mandatory Redemption or Special Optional Redemption, not less than
10 not more than 60 days prior to the Redemption Date), to each Holder of Notes
of such series to be redeemed, at his address appearing in the register with
respect to the Notes of such series.


 


All notices of redemption shall state:


 


(1)                             the principal
amount of the Notes of such series to be redeemed,


 


(2)                             the CUSIP and
ISIN numbers of the Notes of such series to be redeemed,


 


(3)                             the Redemption
Date,


 


(4)                             the Redemption
Price,


 


(5)                             the place or
places where such Notes are to be surrendered for payment of the Redemption
Price and that payment will be made upon presentation and surrender of such
Notes,


 


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


 


(7)                             that the
redemption constitutes a Special Mandatory Redemption or Special Optional
Redemption, if that is the case.


 


Notice of redemption of Notes 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 3.06           Deposit of Redemption Price.


 


On or before 10:00 a.m. New York City time
on any Redemption Date, the Company shall deposit with the Trustee or with one
or more Paying Agents (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 8.05) an amount of
money sufficient to redeem on the Redemption Date all the Notes so called for
redemption at the appropriate Redemption Price, together with accrued and
unpaid interest to the Redemption Date (except if the Redemption Date shall be
an Interest Payment Date).


 


Section 3.07           Notes Payable on Redemption Date.


 


Notice of redemption having been given as
aforesaid, the Notes so to be redeemed shall, on the Redemption Date, become
due and payable at the Redemption Price therein specified, and from and after 


 


26

















 


such date (unless the Company
shall default in the payment of the Redemption Price and accrued interest) such
Notes shall cease to bear interest. Upon surrender of any such Note for
redemption in accordance with said notice, such Note shall be paid by the Company
at the Redemption Price, together with accrued interest to the Redemption Date;
provided, however,
that installments of interest whose stated maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Notes, or one or more predecessor
Notes, registered as such at the close of business on the relevant record dates
according to their terms and the provisions of this Indenture.


 


If any Note 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 Note.


 


Section 3.08           Notes Redeemed in Part.


 


Any Note 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 Note without service charge, a new Note or Notes 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 Note so surrendered.


 


ARTICLE 4

COVENANTS


 


Section 4.01           Payment of Notes.


 


The Company will pay or cause to be paid the
principal of and interest on the Notes of each series on the dates and in the
manner provided in the Notes of such series. 
Principal and interest will be considered paid on the date due if the
Paying Agent, if other than the Company or a Subsidiary thereof, holds as of
10:00 a.m. Eastern Time on the due date money deposited by the Company in
immediately available funds and designated for and sufficient to pay all
principal and interest then due.


 


The Company will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal at the rate equal to the then applicable interest rate on the Notes of
each series to the extent lawful; it will pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest (without regard to any applicable grace period) at the same rate to
the extent lawful.


 


Section 4.02           Maintenance of Office or Agency.


 


The Company will maintain in the Borough of
Manhattan, The City of New York, an office or agency (which may be an office of
the Trustee or an Affiliate of the Trustee, Registrar or co-registrar) where
Notes may be surrendered for registration of transfer or for exchange and where
notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served.  Unless
otherwise designated by the Company by written notice to the Trustee, such
office or agency shall be the Trustee’s office in the Borough of Manhattan, The
City of New York.  The Company will give
prompt written notice to the Trustee of any change in the location of such
office or agency.  If at any time the
Company fails to maintain any such required office or agency or fails 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.


 


27

















 


The Company may also from time to time
designate one or more additional offices or agencies where the Notes 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 will in any manner relieve the Company
of its obligation to maintain an office or agency in the Borough of Manhattan,
The City of New York for such purposes. 
The Company 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.


 


The Company hereby designates the Corporate
Trust Office of the Trustee as one such additional office or agency of the
Company in accordance with Section 2.03 hereof.


 


Section 4.03           Reports.


 


(a)           If
the Company becomes subject to the reporting requirements of Section 13 or
15(d) of the Exchange Act, then the Company shall file with the Trustee,
and the Trustee shall provide the Holders of Notes, within 30 days after the
Company files them with the SEC, copies of the Company’s annual reports and of
the information, documents and other reports (or copies of such portions of any
of the foregoing as the SEC may by rules and regulations prescribe) that
the Company is required to file with the SEC pursuant to Section 13 or 15(d) of
the Exchange Act.


 


(b)           So
long as any Notes are outstanding, the Company will furnish without cost to
each Holder of Notes and file with the Trustee (i) as soon as reasonably
available and in any event within 120 days after the end of each fiscal year,
the Company’s (or if prior to the MidCon Merger, MidCon’s) consolidated balance
sheet, income statement and cash flow statement for such fiscal year prepared
in accordance with GAAP (with footnotes to such financial statements), together
with an audit report thereon by an independent accounting firm of established
national reputation and, with respect to any fiscal year starting after December 31,
2007, the information described in Item 303 of Regulation S-K under the
Securities Act of 1933 with respect to such fiscal year, and (ii) as soon
as reasonably available and in any event within 60 days after the end of each
of the first three fiscal quarters of each fiscal year, the Company’s (or if
prior to the MidCon Merger, MidCon’s) unaudited consolidated balance sheet,
income statement and cash flow statement for such fiscal quarter prepared in
accordance with GAAP (with footnotes to such financial statements).


 


(c)           For
so long as any Notes remain outstanding, it will furnish to holders and
prospective holders of Notes, upon their request, the information described
above in this Section 4.02 as well as all Rule 144A Information.


 


Section 4.04           Compliance Certificate.


 


(a)           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 Officers’
Certificate, stating whether or not to the best knowledge of the signer or
signers 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.


 


(b)           So
long as any of the Notes are outstanding, the Company will deliver to the
Trustee, forthwith upon any Officer becoming aware of any Default or Event of
Default, an Officers’ Certificate specifying such Default or Event of Default
and what action the Company is taking or proposes to take with respect thereto.


 


28

















 


Section 4.05           Limitation on Liens.


 


(a)           The
Company will not, nor will it permit any of its Subsidiaries to, create,
assume, incur or suffer to exist any lien upon any Principal Property, as
defined below, or upon any shares of Capital Stock of any of its Subsidiaries
owning or leasing any Principal Property, whether owned or leased on the Issue
Date or thereafter acquired, to secure any of the Company’s Debt or the Debt of
any other Person (other than the Notes) without in any such case making
effective provision whereby all of the Notes outstanding hereunder shall be
secured equally and ratably with, or prior to, that Debt so long as that Debt
is so secured; provided, however, that this
restriction shall not apply to:


 


(1)           Permitted
Liens;


 


(2)           any
Lien upon any property or assets created at the time of acquisition of that
property or assets by the Company or any of its Subsidiaries 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 after the
date of such acquisition;


 


(3)           any
Lien upon any property or assets to secure all or part of the cost of
construction, development, repair or improvements thereon or to secure Debt
incurred prior to, at the time of, or within one year after completion of such
construction, development, repair or improvements or the commencement of full operations
thereof, whichever is later, to provide funds for that purpose;


 


(4)           any
Lien upon any property or assets existing thereon at the time of the
acquisition thereof by the Company or any of its Subsidiaries; provided, however, that such Lien only encumbers the
property or assets so acquired;


 


(5)           any
Lien upon any property or assets of a Person existing thereon at the time such
Person becomes a Subsidiary of the Company by acquisition, merger or otherwise;
provided, however, that such Lien only
encumbers the property or assets of such Person at the time such Person becomes
a Subsidiary of the Company;


 


(6)           any
Lien upon any property or assets of the Company or any of the Subsidiaries of
the Company in existence on the Issue Date or provided for pursuant to
agreements existing on the Issue Date;


 


(7)           Liens
imposed by law or order as a result of any proceeding before any court or
regulatory body that is being contested in good faith, and Liens which secure a
judgment or other court-ordered award or settlement as to which the Company or
the applicable Subsidiary has not exhausted its appellate rights;


 


(8)           any
extension, renewal, refinancing, refunding or replacement, or successive
extensions, renewals, refinancing, refunding or replacements, of Liens, in whole
or in part, referred to in clauses (1) through (7), inclusive, of this
paragraph (a); provided, however, that any such
extension, renewal, refinancing, refunding or replacement Lien shall be limited
to the property or assets covered by the Lien extended, renewed, refinanced,
refunded or replaced and that the obligations secured by any such extension,
renewal, refinancing, refunding or replacement Lien shall be in an amount not
greater than the amount of the obligations secured by the Lien extended, renewed,
refinanced, refunded or replaced and any expenses of the Company and its
Subsidiaries, including any premium, incurred in connection with such
extension, renewal, refinancing, refunding or replacement; or


 


29





















 


(9)           any
Lien resulting from the deposit of moneys or evidence of indebtedness in trust
for the purpose of defeasing any of the Company’s Debt or Debt of any of its
Subsidiaries.


 


(b)           Notwithstanding
the foregoing, the Company may, and may permit any of its Subsidiaries to,
create, assume, incur, or suffer to exist any Lien upon any Principal Property
to secure the Company’s Debt or the Debt of any other Person, other than the
Notes, that is not excepted by clauses (1) through (9), inclusive, above without
securing the Notes; provided that
the aggregate principal amount of all Debt then outstanding secured by such
Lien and all similar Liens, together with all Attributable Indebtedness from
Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by
clauses (1) through (4), inclusive, of paragraph (a) of Section 4.06)
does not exceed 10% of Consolidated Net Tangible Assets.


 


Section 4.06           Restriction of Sale-Leaseback
Transactions.


 


(a)           The
Company will not, and will not permit any of its Subsidiaries to, engage in a
Sale-Leaseback Transaction, unless:


 


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


 


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


 


(3)           the Company or the
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
Attributable Indebtedness from such Sale-Leaseback Transaction without equally
and ratably securing the Notes; or


 


(4)           the Company or the
Subsidiary, within a one-year period after such Sale-Leaseback Transaction,
applies or causes to be applied an amount not less than the Attributable
Indebtedness from such Sale-Leaseback Transaction to:


 


(a)           the prepayment, repayment, redemption, reduction or
retirement of any of the Company’s Debt or the Debt of any of its Subsidiaries,
in each case, that is not subordinated to the Notes, or


 


(b)           the expenditure or expenditures for Principal Property
used or to be used in the ordinary course of the business of the Company or its
Subsidiaries.


 


(b)           Notwithstanding
the foregoing, the Company may, and may permit any of its Subsidiaries to,
effect any Sale-Leaseback Transaction that is not excepted by clauses (1) through
(4), inclusive, of paragraph (a) of this Section 4.06; provided that the Attributable Indebtedness from such
Sale-Leaseback Transaction, together with the aggregate principal amount of outstanding
Debt (other than the Notes) secured by Liens upon Principal Properties not
excepted by clauses (1) through (9), inclusive, of paragraph (a) of Section 4.05,
do not exceed 10% of Consolidated Net Tangible Assets.


 


30

















 


Section 4.07           Incurrence of Debt.


 


(a)           The
Company will not, and will not permit any of its Subsidiaries to, directly or
indirectly, Incur any Debt (including Acquired Debt); provided,
however, that the Company may Incur Debt (including Acquired Debt),
if the Debt to EBITDA Ratio for the Company’s most recently ended four full
fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Debt is Incurred would
have been no greater than 5.5 to 1, determined on a pro forma basis (including
a pro forma application of the net proceeds therefrom), as if the additional
Debt had been Incurred at the beginning of such four-quarter period.


 


(b)           Paragraph
(a) of this covenant will not prohibit the Incurrence of any of the
following items of Debt (collectively, “Permitted Debt”):


 


(1)           the Incurrence by
the Company of additional Debt under Credit Facilities so long as the aggregate
principal amount at any one time outstanding of all Debt incurred under this
clause (1) (with letters of credit being deemed to have a principal amount
equal to the maximum potential liability of the Company thereunder) not to
exceed a maximum amount equal to the greater of (A) $300.0 million or (B) 15%
of the Consolidated Net Tangible Assets of the Company; provided,
however, that the maximum amount permitted to be outstanding under
this clause (1) shall not be deemed to limit additional Debt under the
Credit Facilities to the extent the incurrence of such additional Debt is
permitted pursuant to any of the other provisions of this Section 4.07;


 


(2)           the Incurrence by
the Company of Debt represented by the Notes issued and sold on the Issue Date;


 


(3)           the Incurrence by
the Company of Permitted Refinancing Debt in exchange for, or the net proceeds
of which are used to refund, refinance, replace, defease or discharge Debt
(other than intercompany Debt) that was either (a) permitted by this Indenture
to be Incurred under the first paragraph of this covenant or (b) in
existence on the Issue Date immediately after issuance of the Notes issued on
such date and giving effect to the application of the proceeds from the
issuance of such Notes;


 


(4)           the Incurrence by
the Company or any of its Subsidiaries of intercompany Debt owing to and held
by the Company or any of its Subsidiaries; provided, however,
that (i) any subsequent issuance or transfer of Equity Interests that
results in any such Debt being held by a Person other than the Company or a
Subsidiary thereof and (ii) any sale or other transfer of any such Debt to
a Person that is not either the Company or a Subsidiary thereof, will be
deemed, in each case, to constitute an Incurrence of such Debt by the Company
or such Subsidiary, as the case may be, that was not permitted by this clause
(4);


 


(5)           the Incurrence by the
Company of Hedging Obligations that are Incurred for the purpose of fixing,
hedging or swapping interest rate, commodity price or foreign currency exchange
rate risk (or to reverse or amend any such agreements previously made for such
purposes), and not for speculative purposes, and that do not increase the Debt
of the obligor outstanding at any time other than as a result of fluctuations
in interest rates, commodity prices or foreign currency exchange rates or by
reason of fees, indemnities and compensation payable thereunder;


 


(6)           the Incurrence by
the Company or any of its Subsidiaries of Debt in respect of workers’
compensation claims, self-insurance obligations, bankers’ acceptances and
overdrafts, performance bonds, completion bonds, bid bonds, appeal bonds and
surety bonds or other similar 


 


31

















 


bonds or obligations, and any Guarantees or letters of
credit functioning as or supporting any of the foregoing;


 


(7)           the Incurrence by
the Company of additional Debt in an aggregate amount at any time outstanding,
not to exceed $100.0 million.


 


(c)           For
purposes of determining compliance with this Section 4.07, in the event
that an item of Debt meets the criteria of more than one of the categories of
Permitted Debt described above in paragraph (b) of this Section 4.07
or is entitled to be incurred pursuant to paragraph (a) of this Section 4.07,
the Company shall, in its sole discretion, classify (or later reclassify) such
item of Debt in the manner that complies with this covenant and such Debt will
be treated as incurred only once.


 


Section 4.08           Change of Control.


 


(a)           If
a Change of Control Triggering Event with respect to any series of Notes
occurs, each Holder of Notes of such series will have the right to require the
Company to repurchase all or any part (equal to $1,000 or an integral multiple
of $1,000) of that Holder’s Notes of such series pursuant to an offer (a “Change of Control Offer”) on the terms set forth in this Indenture.  In the Change of Control Offer, the Company
will offer a payment in cash (the “Change of Control Payment”)
equal to not less than 101% of the aggregate principal amount of Notes
repurchased plus accrued and unpaid interest on the Notes repurchased to the
date of purchase (the “Change of Control Payment
Date”), subject to the rights of Holders of Notes on the relevant
record date to receive interest due on the relevant interest payment date.  Within 30 days following any Change of
Control Triggering Event with respect to any series of Notes, the Company will
mail a notice to each Holder of Notes of such series describing the transaction
or transactions that constitute the Change of Control Triggering Event and
offering to repurchase Notes of such series on the Change of Control Payment
Date specified in the notice, which date will be no earlier than 30 days and no
later than 60 days from the date such notice is mailed, pursuant to the
procedures required by this Indenture and described in such notice.  The Company will comply with the requirements
of Rule 14e-1 under the Exchange Act and any other securities laws and
regulations thereunder to the extent those laws and regulations are applicable
in connection with the repurchase of the Notes of any series as a result of a
Change of Control Triggering Event with respect to such series.  To the extent that the provisions of any
securities laws or regulations conflict with the Change of Control Triggering
Event provisions of this Indenture, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under the Change of Control Triggering Event provisions of this Indenture
by virtue of such compliance.


 


(b)           On
the Change of Control Payment Date with respect to any series of Notes, the
Company will, to the extent lawful:


 


(1)           accept for payment
all Notes of such series or portions of such Notes properly tendered pursuant
to the Change of Control Offer;


 


(2)           deposit with the
Paying Agent an amount equal to the Change of Control Payment in respect of all
Notes of such series or portions of such Notes properly tendered; and


 


(3)           deliver or cause to
be delivered to the Trustee the Notes of such series properly accepted together
with an Officers’ Certificate stating the aggregate principal amount of Notes
of such series or portions of such Notes being purchased by the Company.


 


(c)           The
Paying Agent will promptly mail or wire transfer to each Holder of Notes
properly tendered the Change of Control Payment for such Notes (or, if all the
Notes of a particular series are then 


 


32

















 


in global form, make such payment through the facilities of the
Depositary), and the Trustee will promptly authenticate and mail (or cause to
be transferred by book entry) to each Holder a new Note of the same series
equal in principal amount to any unpurchased portion of the Notes of the same
series surrendered, if any; provided that
each such new Note will be in a principal amount of $2,000 or an integral multiple
of $1,000 in excess thereof.  Any Note so
accepted for payment will cease to accrue interest on and after the applicable
Change of Control Payment Date unless the Company defaults in making the Change
of Control Payment with respect to such Note. 
The Company will publicly announce the results of any Change of Control
Offer on or as soon as practicable after the Change of Control Payment Date
with respect thereto.


 


(d)           Notwithstanding
anything to the contrary in this Section 4.08, the Company will not be
required to make a Change of Control Offer upon a Change of Control Triggering
Event if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this Indenture
applicable to a Change of Control Offer made by the Company and purchases all
Notes validly tendered and not withdrawn under such Change of Control Offer.


 


(e)           In
the event that, pursuant to this Section 4.08, the Company shall be
required to commence a Change of Control Offer, it shall follow the following
procedures in addition to the procedures specified above in this Section 4.08.


 


(1)           The Change of
Control Offer shall remain open for a period of no less than 30 days and no
more than 60 days following its commencement, except to the extent that a
longer period is required by applicable law (the “Offer Period”).  No later than three Business Days after the
termination of the Offer Period (the “Purchase Date”),
the Company shall purchase all Notes tendered in response to the Change of
Control Offer.  Payment for any Notes so
purchased shall be made in the same manner as interest payments are made.


 


(2)           If the Purchase Date
is on or after an interest record date and on or before the related interest
payment date, any accrued and unpaid interest shall be paid to the Person in
whose name a Note is registered at the close of business on such record date,
and no additional interest shall be payable to Holders who tender Notes
pursuant to the Change of Control Offer.


 


(3)           Upon the
commencement of a Change of Control Offer, the Company shall send, by first
class mail, a notice to the Trustee and each of the Holders.  The notice shall contain all instructions and
materials necessary to enable such Holders to tender Notes pursuant to the
Change of Control Offer.  The Change of
Control Offer shall be made to all Holders. 
The notice, which shall govern the terms of the Change of Control Offer,
shall state:


 


(a)           that
the Change of Control Offer is being made pursuant to this Section 4.08,
and the length of time the Change of Control Offer shall remain open;


 


(b)           the Offer Amount, the purchase price and the Purchase
Date;


 


(c)           that any Note not tendered or accepted for payment shall
continue to accrue interest;


 


(d)           that, unless the Company defaults in making such payment,
any Note (or portion thereof) accepted for payment pursuant to the Change of
Control Offer shall cease to accrue interest after the Purchase Date;


 


33

















 


(e)           that Holders electing to have a Note purchased pursuant to
the Change of Control Offer may elect to have Notes purchased equal to $1,000
and integral multiples of $1,000 in excess thereof only;


 


(f)            that Holders electing to have a Note purchased pursuant
to the Change of Control Offer shall be required to surrender the Note, with
the form entitled “Option of Holder to Elect Purchase” on the reverse of the
Note completed, or transfer by book entry transfer, to the Company, the
Depositary, if appointed by the Company, or a Paying Agent at the address
specified in the notice at least three days before the Purchase Date;


 


(g)           that Holders shall be entitled to withdraw their election
if the Company, the Depositary or the Paying Agent, as the case may be,
receives, not later than the expiration of the Offer Period, a telegram, telex,
facsimile transmission or letter setting forth the name of the Holder, the
principal amount of the Note the Holder delivered for purchase and a statement
that such Holder is withdrawing his election to have such Note purchased; and


 


(h)           that Holders whose Notes were purchased only in part shall
be issued new Notes equal in principal amount to the unpurchased portion of the
Notes surrendered (or transferred by book entry transfer).


 


Section 4.09           Business Activities.


 


The Company will not, and will not permit any
Subsidiary of the Company to, engage in any business other than Permitted
Businesses, except to such extent as would not be material to the Company and
its Subsidiaries taken as a whole.


 


ARTICLE 5

SUCCESSORS


 


Section 5.01           Merger, Consolidation, or Sale of Assets.


 


The Company may not: (1) consolidate or
merge with or into another Person (regardless of whether the Company is the
surviving Person); or (2) directly or indirectly sell, lease, assign,
transfer, convey or otherwise dispose of all or substantially all of the
properties or assets of the Company and its Subsidiaries taken as a whole, in
one or more related transactions, to another Person, unless:


 


(1)           either:


 


(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 that
acquires by sale or transfer, or that leases, such properties or assets,
expressly assumes, by a supplement to this Indenture, executed and delivered to
the Trustee, in form reasonably satisfactory to the Trustee, all of the Company’s
obligations under this Indenture and the Notes;


 


(2)           the surviving entity
or successor Person is an entity organized and existing under the laws of the
United States, any state thereof or the District of Columbia;


 


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


 


34

















 


(4)           the Company has delivered
to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that such consolidation, merger, sale, transfer or lease and the supplement to
this Indenture required in connection with such transaction comply with this Section 5.01
and that all conditions precedent provided for in this Indenture relating to
such transaction have been complied with.


 


This Section 5.01 will not apply to a
merger of the Company with an Affiliate of the Company solely for the purpose
of reorganizing the Company in another jurisdiction.


 


Section 5.02           Successor Substituted.


 


Upon any merger or consolidation, or any sale
or transfer of all or substantially all of the properties or assets of the
Company, or any sale or transfer of all or substantially all of the properties
or assets of the Company and its Subsidiaries taken as a whole, in each case,
in accordance with Section 5.01 hereof, the successor person formed by the
consolidation or into which the Company is merged or to which the sale or
transfer is made, will succeed to and be substituted for the Company, and may
exercise every right and power of the Company under this Indenture, with the
same effect as if the successor had been named as the Company herein, and, in
the case of such a sale or transfer of properties or assets, the Company shall
be released and relieved from any obligations under this Indenture or the Notes
without further action; provided, however,
that, if the Company leases all or substantially all of its properties or
assets or all or substantially all of the properties or assets of the Company
and its Subsidiaries taken as a whole, the Company will not be released from
its obligations to pay the principal of and interest on the Notes.


 


ARTICLE 6

DEFAULTS AND REMEDIES


 


Section 6.01           Events of Default.


 


Each of the following is an “Event of Default”
with respect to each series of Notes:


 


(1)           failure to pay
interest on any Note of such series when due continued for 30 days;


 


(2)           failure to pay the
principal of or any premium on any Note of such series when due (at maturity or
otherwise);


 


(3)           failure by the
Company to comply with its obligations under Article 5 or to consummate a
purchase of Notes of such series when required pursuant to Section 4.08;


 


(4)           failure to perform,
or breach of, any other term, covenant or warranty in this Indenture by the
Company that continues for 60 days after written notice to the Company by the
Trustee or Holders of at least 25% in aggregate principal amount of the then
outstanding Notes;


 


(5)           the Escrow and
Security Agreement or any other security document or any Lien purported to be
granted thereby on the Collateral Account or the cash or Cash Equivalents
deposited in such account, is held in any judicial proceeding to be
unenforceable or invalid, in whole or in part;


 


(6)           default under any
mortgage, indenture or instrument under which there may be issued or by which
there may be secured or evidenced any Debt for money borrowed by the Company or
any of its Subsidiaries (or the payment of which is guaranteed by the Company
or 


 


35

















 


any of its Subsidiaries) whether such Debt or
Guarantee now exists, or is created after the Issue Date, if that default:


 


(A)          is caused by a
failure to make any payment when due at the final maturity of such Debt (a “Payment Default”); or


 


(B)           results in the
acceleration of such Debt prior to its express maturity,


 


and, in each case, the principal amount of
any such Debt, together with the principal amount of any other such Debt under
which there has been a Payment Default or the maturity of which has been so
accelerated, aggregates $300.0 million or more;


 


(7)           the Company or any
of its Subsidiaries, pursuant to or within the meaning of Bankruptcy Law:


 


(A)          commences a voluntary
case,


 


(B)           consents to the
entry of an 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,


 


(D)          makes a general
assignment for the benefit of its creditors, or


 


(E)           generally is not
paying its debts as they become due; or


 


(8)           a court of competent
jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(A)          is for relief against
the Company or any of its Subsidiaries in an involuntary case;


 


(B)           appoints a custodian
of the Company or any of its Subsidiaries or for all or substantially all of
the property of the Company or any of its Subsidiaries; or


 


(C)           orders the
liquidation of the Company or any of its Subsidiaries; and the order or decree
remains unstayed and in effect for 90 consecutive days; and


 


(9)           the occurrence of
any event which would have constituted an Event of Default with respect to the
Notes of such series if MidCon had assumed all of the obligations of the issuer
of the Notes of such series under this Indenture and the Notes of such series
on the Issue Date.


 


36

















 


Section 6.02           Acceleration.


 


If an Event of Default with respect to the
Notes of a particular series occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of all the outstanding Notes of
such series may declare the principal of all the Notes of such series to be due
and payable by notice in writing to the Company (and the Trustee if given by
Holders).  When such declaration is made,
such amounts will be immediately due and payable.


 


The Holders of a majority in aggregate
principal amount of the outstanding Notes of each series by written notice to
the Company and the Trustee may, on behalf of all of the Holders of Notes of
such series, rescind an acceleration with respect to the Notes of such series and
its consequences if the rescission would not conflict with any judgment or
decree and if all existing Events of Default (except nonpayment of principal or
interest that has become due solely because of the acceleration) with respect
to the Notes of such series have been cured or waived.


 


Section 6.03           Other Remedies.


 


If an Event of Default with respect to any
series of Notes occurs and is continuing, the Trustee may pursue any available
remedy to collect the payment of principal and interest on the Notes of such
series or to enforce the performance of any provision of the Notes of such
series or this Indenture.


 


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


 


Section 6.04           Waiver of Past Defaults.


 


Holders of not less than a majority in
aggregate principal amount of the then outstanding Notes of any series by
notice to the Trustee may on behalf of the Holders of all of the Notes of such
series waive an existing Default or Event of Default with respect to the Notes
of such series and its consequences hereunder, except a continuing Default or
Event of Default in the payment of the principal of or interest on the Notes of
such series; provided, however, that the
Holders of a majority in aggregate principal amount of the then outstanding
Notes of any series may rescind an acceleration and its consequences, with
respect to such series, including any related payment default that resulted
from such acceleration.  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 6.05           Control by Majority.


 


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


 


37

















 


Section 6.06           Limitation on Suits.


 


Subject to the provisions of Section 7.01
hereof, in case an Event of Default with respect to the Notes of any series occurs
and is continuing, the Trustee will be under no obligation to exercise any of
the rights or powers under this Indenture at the request or direction of any
Holders, unless such Holders have offered to the Trustee reasonable indemnity
or security against any loss, liability or expense.  Except to enforce the right to receive payment
of principal or interest when due, no Holder of Notes of any series may pursue
any remedy with respect to this Indenture or the Notes of such series unless:


 


(1)           such Holder has
previously given the Trustee notice that an Event of Default with respect to
the Notes of such series is continuing;


 


(2)           Holders of at least
25% in aggregate principal amount of the outstanding Notes of such series have
requested the Trustee to pursue the remedy;


 


(3)           such Holders have
offered the Trustee reasonable security or indemnity against any loss,
liability or expense;


 


(4)           the Trustee has not
complied with such request within 60 days after the receipt thereof and the
offer of security or indemnity; and


 


(5)           Holders of a
majority in aggregate principal amount of the outstanding Notes of such series have
not given the Trustee a direction inconsistent with such request within such
60-day period.


 


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


 


Section 6.07           Rights of Holders of Notes to Receive
Payment.


 


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


 


Section 6.08           Collection Suit by Trustee.


 


If an Event of Default specified in Section 6.01(1) or
(2) occurs and is continuing, the Trustee is authorized to recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount of principal of and interest remaining unpaid on the Notes
and interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.


 


Section 6.09           Trustee May File Proofs of Claim.


 


The Trustee is authorized to file such proofs
of claim and other papers or documents as may be necessary or advisable in
order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and the Holders of the Notes allowed in any judicial proceedings
relative to the Company (or any other obligor upon the Notes), its creditors or
its property and shall be entitled and empowered to collect, receive and 


 


38

















 


distribute any money or other
property payable or deliverable on any such claims and any custodian in any
such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.06 hereof. 
Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder, or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding.


 


Section 6.10           Priorities.


 


If the Trustee collects any money pursuant to
this Article 6, it shall pay out the money in the following order:


 


First:              to the Trustee, its agents and
attorneys for amounts due under Section 7.06 hereof, including payment of
all compensation, expenses and liabilities incurred, and all advances made, by
the Trustee and the costs and expenses of collection;


 


Second:          to Holders of Notes for amounts due
and unpaid on the Notes for principal and interest, ratably, without preference
or priority of any kind (as to series or otherwise), according to the amounts
due and payable on the Notes for principal and interest, respectively; and


 


Third:             to the Company.


 


The Trustee may fix a record date and payment
date for any payment to Holders of Notes pursuant to this Section 6.10.


 


Section 6.11           Undertaking for Costs.


 


In any suit for the enforcement of any right
or remedy under this Indenture or in any suit against the Trustee for any
action taken or omitted by it as a Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys’ fees, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made
by the party litigant.  This Section 6.11
does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant
to Section 6.07 hereof, or a suit by Holders of more than 10% in principal
amount of the then outstanding Notes of any series.


 


ARTICLE 7

TRUSTEE


 


Section 7.01           Duties of Trustee.


 


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


 


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


 


39

















 


(1)           the duties of the
Trustee will be determined solely by the express provisions of this Indenture
and the Trustee need perform only those duties that are specifically set forth
in this Indenture and no others, and no implied covenants or obligations shall
be read into this Indenture against the Trustee; and


 


(2)           in the absence of
bad faith on its part, the Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture.  However,
the Trustee will examine the certificates and opinions to determine whether or
not they conform to the requirements of this Indenture.


 


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


 


(1)           this paragraph does
not limit the effect of paragraph (b) of this Section 7.01;


 


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


 


(3)           the Trustee will not
be liable with respect to any action it takes or omits to take in good faith in
accordance with a direction received by it pursuant to Section 6.05
hereof.


 


(d)           Whether
or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of
this Section 7.01.


 


(e)           No
provision of this Indenture will require the Trustee to expend or risk its own
funds or incur any liability.  The
Trustee will be under no obligation to exercise any of its rights and powers
under this Indenture at the request of any Holders, unless such Holders have
offered to the Trustee security and indemnity satisfactory to it against any
loss, liability or expense.


 


(f)            The
Trustee will not be liable for interest on any money received by it except as
the Trustee may agree in writing with the Company.  Money held in trust by the Trustee need not
be segregated from other funds except to the extent required by law or
contract.


 


(g)           The
Trustee shall not be deemed to have notice of any Default or Event of Default
with respect to any Notes, except Events of Default under Section 6.01(1) or
(2), unless a Responsible Officer of the Trustee has actual knowledge thereof
or unless written notice of any event which is in fact such a default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references Notes of any series and this Indenture.


 


Section 7.02           Rights of Trustee.


 


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


 


(b)           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 Officers’
Certificate.  The Trustee will not be
liable for any action it takes or omits to take in 


 


40

















 


good faith in reliance on such Officers’ Certificate or an Opinion of
Counsel.  The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel will
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.


 


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


 


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


 


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


 


(f)            The
Trustee will 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 unless such Holders have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities that might be incurred by
it in compliance with such request or direction.


 


Section 7.03           Individual Rights of Trustee.


 


The Trustee in its individual or any other capacity
may become the owner or pledgee of Notes and may otherwise deal with the
Company or any Affiliate of the Company with the same rights it would have if
it were not Trustee.  Any Agent may do
the same with like rights and duties. 
The Trustee is also subject to Section 7.09 hereof.


 


Section 7.04           Trustee’s Disclaimer.


 


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


 


Section 7.05           Notice of Defaults.


 


If a Default or Event of Default with respect
to the Notes of any series occurs and is continuing and if it is known to the
Trustee, the Trustee will mail to Holders of Notes of such series a notice of
the Default or Event of Default within 90 days after it occurs.  Notwithstanding the foregoing, except in the
case of a Default or Event of Default in payment of principal of or interest on
any Note, the Trustee may withhold the notice if and so long as a committee of
its Responsible Officers in good faith determines that withholding the notice
is in the interests of the Holders of the Notes of such series.


 


Section 7.06           Compensation and Indemnity.


 


(a)           The
Company will pay to the Trustee from time to time reasonable compensation for
its acceptance of this Indenture and services hereunder.  The Trustee’s compensation will not be
limited by any law on compensation of a trustee of an express trust.  The Company will reimburse the Trustee
promptly upon request for all reasonable disbursements, advances and expenses
incurred or made by it in 


 


41

















 


addition to the compensation for its services.  Such expenses will include the reasonable
fees, disbursements and expenses of the Trustee’s agents and counsel.


 


(b)           The
Company will indemnify the Trustee against any and all losses, liabilities or
expenses incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including the costs and
expenses of enforcing this Indenture against the Company (including this Section 7.06)
and defending itself against any claim (whether asserted by the Company, any
Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to its negligence or bad
faith.  The Trustee will notify the
Company promptly of any claim for which it may seek indemnity.  Failure by the Trustee to so notify the
Company will not relieve the Company of its obligations hereunder.  The Company will defend the claim and the
Trustee will cooperate in the defense. 
The Trustee may have separate counsel and the Company will pay the
reasonable fees and expenses of such counsel. 
The Company need not pay for any settlement made without its consent,
which consent will not be unreasonably withheld.


 


(c)           The
obligations of the Company under this Section 7.06 will survive the
satisfaction and discharge of the Notes.


 


(d)           When
the Trustee incurs expenses or renders services after an Event of Default
specified in Section 6.01 (6) or (7) hereof occurs, the expenses
and the compensation for the services (including the fees and expenses of its
agents and counsel) are intended to constitute expenses of administration under
any Bankruptcy Law.


 


Section 7.07           Replacement of Trustee.


 


(a)           A
resignation or removal of the Trustee and appointment of a successor Trustee
will become effective only upon the successor Trustee’s acceptance of appointment
as provided in this Section 7.07.


 


(b)           The
Trustee may resign by written notice to the Company at any time.  The Holders of a majority in principal amount
of the then outstanding Notes (including all series of Notes) may remove the
Trustee by so notifying the Trustee and the Company in writing.  The Company may remove the Trustee if:


 


(1)           the Trustee fails to
comply with Section 7.09 hereof;


 


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


 


(3)           a custodian or
public officer takes charge of the Trustee or its property; or


 


(4)           the Trustee becomes
incapable of acting.


 


(c)           If
the Trustee resigns or is removed or if a vacancy exists in the office of
Trustee for any reason, the Company will promptly appoint a successor
Trustee.  Within one year after the
successor Trustee takes office, the Holders of a majority in principal amount
of the then outstanding Notes (including all series of Notes) may appoint a successor
Trustee to replace the successor Trustee appointed by the Company.


 


42

















 


(d)           If
a successor Trustee does not take office within 60 days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Company, or the
Holders of at least 10% in principal amount of the then outstanding Notes
(including all series of Notes) may petition any court of competent
jurisdiction for the appointment of a successor Trustee.


 


(e)           If
the Trustee, after written request by any Holder who has been a Holder for at
least six months, fails to comply with Section 7.09 hereof, such Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.


 


(f)            A
successor Trustee will deliver a written acceptance of its appointment to the
retiring Trustee and to the Company. 
Thereupon, the resignation or removal of the retiring Trustee will
become effective, and the successor Trustee will have all the rights, powers
and duties of the Trustee under this Indenture. 
The successor Trustee will mail a notice of its succession to
Holders.  The retiring Trustee will
promptly transfer all property held by it as Trustee to the successor Trustee;
provided all sums owing to the Trustee hereunder have been paid.  Notwithstanding replacement of the Trustee
pursuant to this Section 7.07, the Company’s obligations under Section 7.06
hereof will continue for the benefit of the retiring Trustee.


 


Section 7.08           Successor Trustee by Merger, etc.


 


If the Trustee consolidates, merges or
converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further
act will be the successor Trustee.


 


Section 7.09           Eligibility; Disqualification.


 


There will at all times be a Trustee
hereunder that is a corporation organized and doing business under the laws of
the United States of America or of any state thereof that is authorized under
such laws to exercise corporate trust powers, that is subject to supervision or
examination by federal or state authorities and that has a combined capital and
surplus of at least $100.0 million as set forth in its most recent published
annual report of condition.


 


ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section 8.01           Option to Effect Legal Defeasance or
Covenant Defeasance.


 


The Company may, at the option of its Board
of Directors evidenced by a resolution set forth in an Officers’ Certificate,
and at any time, elect to have either Section 8.02 or 8.03 hereof be
applied to all outstanding Notes upon compliance with the conditions set forth
below in this Article 8.


 


Section 8.02           Legal Defeasance and Discharge.


 


Upon the Company’s exercise under Section 8.01
hereof of the option applicable to this Section 8.02, the Company will,
subject to the satisfaction of the conditions set forth in Section 8.04
hereof, on the 91st day after the deposit referred to in 

Section 8.04(1) be deemed to have been discharged from their obligations
with respect to all outstanding Notes on the date the conditions set forth
below are satisfied (hereinafter, “Legal Defeasance”).  For this purpose, Legal Defeasance means that
the Company will be deemed to have paid and discharged the entire Debt represented
by the outstanding Notes, which will thereafter be deemed to be “outstanding”
only for the purposes of Section 8.05 hereof and the other Sections of
this Indenture referred to in clauses (1) and (2) below, and to have
satisfied all their other 


 


43

















 


obligations under such Notes
and this Indenture (and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following provisions which will survive until otherwise terminated or
discharged hereunder:


 


(1)           the rights of
Holders of outstanding Notes to receive payments in respect of the principal of
or interest on such Notes when such payments are due from the trust referred to
in Section 8.04 hereof;


 


(2)           the Company’s
obligations with respect to such Notes under Sections 2.04, 2.06, 2.07, 2.10
and 4.02 hereof;


 


(3)           the rights, powers,
trusts, duties and immunities of the Trustee hereunder and the Company’s
obligations in connection therewith; and


 


(4)           this Article 8.


 


Subject to compliance with this Article 8,
the Company may exercise its option under this Section 8.02
notwithstanding the prior exercise of its option under Section 8.03
hereof.


 


Section 8.03           Covenant Defeasance.


 


Upon the Company’s exercise under Section 8.01
hereof of the option applicable to this Section 8.03, the Company will,
subject to the satisfaction of the conditions set forth in Section 8.04
hereof, on the 91st day after the deposit referred to in 

Section 8.04(1) be released from each of its obligations under the
covenants contained in Sections 4.04, 4.05, 4.06 and 4.07 hereof (and any
additional covenants added by way of an amendment or supplement to this
Indenture in accordance with Article 9 hereof) with respect to the
outstanding Notes on and after the date the conditions set forth in Section 8.04
hereof are satisfied (such release and termination hereinafter referred to as “Covenant Defeasance”), and the Notes will thereafter be
deemed not “outstanding” for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but will continue to be deemed “outstanding”
for all other purposes hereunder.  For
this purpose, Covenant Defeasance means that, with respect to the outstanding
Notes, the Company may omit to comply with and will have no liability in
respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply
will not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and
such Notes will be unaffected thereby. 
In addition, upon the Company’s exercise under Section 8.01 hereof
of the option applicable to this Section 8.03 hereof, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, Sections 6.01(4) through
6.01(6) hereof and, only with respect to Subsidiaries of the Company,
Sections 6.01(7) and 6.01(8) hereof will not constitute Events of
Default.


 


Section 8.04           Conditions to Legal or Covenant
Defeasance.


 


In order to exercise either Legal Defeasance
or Covenant Defeasance under either Section 8.02 or 8.03 hereof:


 


(1)           the Company must
irrevocably deposit with the Trustee, in trust, for the benefit of the Holders
of the Notes, cash in U.S. dollars, non-callable Government Securities, or a
combination of cash in U.S. dollars and non-callable Government Securities, in
amounts as will be sufficient, in the opinion of a nationally recognized
investment bank, appraisal firm or firm of 


 


44

















 


independent public
accountants, to pay the principal of, and interest and premium, if any, on, the
outstanding Notes on the stated date for payment thereof or on the applicable
redemption date, as the case may be, and the Company must specify whether the
Notes are being defeased to such stated date for payment or to a particular
redemption date;


 


(2)           in the case of an
election under Section 8.02 hereof, the Company must deliver to the
Trustee an Opinion of Counsel confirming that:


 


(A)          the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling; or


 


(B)           since the Issue
Date, there has been a change in the applicable federal income tax law,


 


in either case to the effect that, and based
thereon such Opinion of Counsel will confirm that, the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income
tax purposes as a result of such Legal Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;


 


(3)           in the case of an
election under Section 8.03 hereof, the Company must deliver to the
Trustee an Opinion of Counsel confirming that the Holders of the outstanding
Notes will not recognize income, gain or loss for federal income tax purposes
as a result of such Covenant Defeasance and will be subject to federal income
tax on the same amounts, in the same manner and at the same times as would have
been the case if such Covenant Defeasance had not occurred;


 


(4)           no Default or Event
of Default has occurred and is continuing on the date of such deposit (other
than a Default or Event of Default resulting from the borrowing of funds to be
applied to such deposit);


 


(5)           the deposit will not
result in a breach or violation of, or constitute a default under, any other
instrument to which the Company is a party or by which the Company is bound;


 


(6)           such Legal
Defeasance or Covenant Defeasance will not result in a breach or violation of,
or constitute a default under, any material agreement or instrument (other than
this Indenture) to which the Company is a party or by which the Company is
bound;


 


(7)           the Company must
deliver to the Trustee an Officers’ Certificate stating that the deposit was
not made by the Company with the intent of preferring the Holders of Notes over
the other creditors of the Company with the intent of defeating, hindering,
delaying or defrauding any other creditors of the Company or others;


 


(8)           the Company must
deliver to the Trustee an Officers’ Certificate, stating that all conditions
precedent set forth in clauses (1) through (7) of this Section 8.04
have been complied with; and


 


(9)           the Company must
deliver to the Trustee an Opinion of Counsel (which Opinion of Counsel may be
subject to customary assumptions, qualifications and exclusions), stating that
all conditions precedent set forth in clause (2) or (3), as applicable, and
clause (5) of this Section 8.04 have been complied with; provided that the Opinion of Counsel with respect to clause (5) of



 


45

















 


this Section 8.04
may be limited to a list of material agreements and instruments set forth on a
schedule to such opinion provided to such counsel by the Company.


 


Section 8.05           Deposited Money and Government Securities
to be Held in Trust; Other Miscellaneous Provisions.


 


Subject to Section 8.06 hereof, all
money and non-callable Government Securities (including the proceeds thereof)
deposited with the Trustee (or other qualifying Trustee, collectively for
purposes of this Section 8.05, the “Trustee”)
pursuant to Section 8.04 hereof in respect of the outstanding Notes will
be held in trust and applied by the Trustee, in accordance with the provisions
of such Notes and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as Paying Agent) as the Trustee
may determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal and interest, but such money need not be
segregated from other funds except to the extent required by law.


 


The Company will pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the
cash or non-callable Government Securities deposited pursuant to Section 8.04
hereof or the principal and interest received in respect thereof other than any
such tax, fee or other charge which by law is for the account of the Holders of
the outstanding Notes.


 


Notwithstanding anything in this Article 8
to the contrary, the Trustee will deliver or pay to the Company from time to
time upon the request of the Company any money or non-callable Government
Securities held by it as provided in Section 8.04 hereof which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee (which
may be the opinion delivered under Section 8.04(1) hereof), are in
excess of the amount thereof that would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.


 


Section 8.06           Repayment to Company.


 


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 interest on any Note and remaining unclaimed for two years
after such principal or interest has become due and payable shall be paid to
the Company on its request or (if then held by the Company) will be discharged
from such trust; and the Holder of such Note will thereafter be permitted to
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, will 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 the New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date
specified therein, which will not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Company.


 


Section 8.07           Reinstatement.


 


If the Trustee or Paying Agent is unable to
apply any United States dollars or non-callable Government Securities in
accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason
of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company’s
obligations under this Indenture and the Notes will be revived and reinstated
as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof
until such time as the Trustee or Paying Agent is permitted to apply all such
money in accordance with Section 


 


46

















 


8.02 or 8.03 hereof, as the
case may be; provided, however, that, if the
Company makes any payment of principal of or interest on any Note following the
reinstatement of its obligations, the Company will be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.


 


ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER


 


Section 9.01           Without Consent of Holders of Notes.


 


Notwithstanding Section 9.02 of this
Indenture, the Company and the Trustee may amend or supplement this Indenture
or the Notes without the consent of any Holder of a Note:


 


(1)           to cure any
ambiguity, defect or inconsistency;


 


(2)           to provide for
uncertificated Notes in addition to or in place of certificated Notes;


 


(3)           to provide for the
assumption of the Company’s obligations to Holders of the Notes in the case of
a merger or consolidation or sale, transfer or lease of all or substantially
all of the Company’s properties and assets, as applicable;


 


(4)           to add any
guarantees or to secure the Notes of any series or any such guarantees;


 


(5)           to make any change
that would provide any additional rights or benefits to the Holders of Notes of
all or any series (and if such additional rights or benefits are to be for the
benefit of less than all series of Notes, stating that such changes are
expressly being included solely for the benefit of such series) or that does
not adversely affect the legal rights under this Indenture of any such Holder;


 


(6)           to provide for the
issuance of Additional Notes in accordance with the limitations set forth in
this Indenture; or


 


(7)           to provide for a
successor Trustee with respect to the Notes of one or more series in accordance
with the provisions hereof.


 


Upon the request of the Company accompanied
by a resolution of its Board of Directors authorizing the execution of any such
amended or supplemental Indenture, and upon receipt by the Trustee of the
documents described in Section 7.02 hereof, the Trustee will join with the
Company in the execution of any amended or supplemental Indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee will
not be obligated to enter into such amended or supplemental Indenture that
adversely affects its own rights, duties or immunities under this Indenture or
otherwise.


 


Section 9.02           With Consent of Holders of Notes.


 


Except as provided below in this Section 9.02,
the Company and the Trustee may amend or supplement this Indenture or the Notes
of any series with the consent of the Holders of at least a majority in
principal amount of the then outstanding Notes of each series affected by such
amendment or supplement, with each such series of Notes (including, without
limitation, Additional Notes, if any, of such series) voting as a separate
class (including, without limitation, consents obtained in connection with a
purchase of, or tender offer or exchange offer for Notes), and, subject to
Sections 6.04 and 6.07 hereof, 


 


47

















 


any existing Default or
Event of Default with respect to the Notes of any series or compliance with any
provision of this Indenture or the Notes of any series may be waived with the
consent of the Holders of a majority in principal amount of the then
outstanding Notes of such series voting as a single class (including consents
obtained in connection with a purchase of, or tender offer or exchange offer
for, Notes).


 


Upon the request of the Company accompanied
by a resolution of its Board of Directors authorizing the execution of any such
amended or supplemental Indenture, and upon the filing with the Trustee of
evidence satisfactory to the Trustee of the consent of the Holders of Notes as
aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02
hereof, the Trustee will join with the Company in the execution of such amended
or supplemental Indenture unless such amended or supplemental Indenture
directly adversely affects the Trustee’s own rights, duties or immunities under
this Indenture or otherwise, in which case the Trustee may in its discretion,
but will not be obligated to, enter into such amended or supplemental
Indenture.


 


It is not be necessary for the consent of the
Holders of Notes of any series under this Section 9.02 to approve the
particular form of any proposed amendment or waiver, but it is sufficient if
such consent approves the substance of the proposed amendment or waiver.


 


After an amendment, supplement or waiver
under this Section 9.02 becomes effective, the Company will mail to the
Holders of Notes affected thereby a notice briefly describing the amendment,
supplement or waiver.  Any failure of the
Company to mail such notice, or any defect therein, will not, however, in any
way impair or affect the validity of any such amended or supplemental Indenture
or waiver.  Subject to Sections 6.04 and
6.07 hereof, the Holders of a majority in aggregate principal amount of the
Notes of any series then outstanding voting as a single separate class may
waive compliance in a particular instance by the Company with any provision of
this Indenture (as applicable to such series) and the Notes of such
series.  However, without the consent of
each Holder affected, an amendment or waiver under this Section 9.02 may
not (with respect to any Notes held by a non-consenting Holder):


 


(1)           reduce the principal
amount of Notes of any series whose Holders must consent to an amendment,
supplement or waiver;


 


(2)           reduce the principal
of or change the fixed maturity of any Note or make any Note redeemable prior
to its stated maturity; provided, however,
that any purchase or repurchase of Notes shall not be deemed a redemption of
the Notes; provided, further, however, (i) that
(subject to clause (ii) below) with the consent of the Holders of at least
a majority in aggregate principal amount of the then-outstanding Notes of each
series, the Special Mandatory Redemption Date may be extended to a date not
later than June 30, 2008 and (ii) that any such extension of the
Special Mandatory Redemption Date shall become effective only if, as of the
date that such extension takes effect, the Collateral Account contains Escrowed
Funds in an amount sufficient to redeem the Notes of all series at the
Redemption Price set forth in Section 3.03 of this Indenture on the
Special Mandatory Redemption Date, as so extended;


 


(3)           reduce the rate of
or change the time for payment of interest, on any Note;


 


(4)           waive a Default or
Event of Default in the payment of principal of or interest on the Notes of any
series (except a rescission of acceleration of the Notes of such series by the
Holders of at least a majority in aggregate principal amount of the then
outstanding Notes of such series and a waiver of the payment default that
resulted from such acceleration);


 


(5)           make any Note
payable in money other than that stated in the Notes;


 


48

















 


(6)           make any change in
the provisions of this Indenture relating to waivers of past Defaults or the
rights of Holders of Notes to receive payments of principal of or interest on
the Notes;


 


(7)           waive a redemption
payment with respect to any Note; provided, however,
that any purchase or repurchase of Notes shall not be deemed a redemption of
the Notes; or


 


(8)           make any change in
the preceding amendment and waiver provisions.


 


Section 9.03           Revocation and Effect of Consents.


 


Until an amendment, supplement or waiver
becomes effective, a consent to it by a Holder of a Note is a continuing
consent by the Holder of a Note and every subsequent Holder of a Note or
portion of a Note that evidences the same debt as the consenting Holder’s Note,
even if notation of the consent is not made on any Note.  However, any such Holder of a Note or
subsequent Holder of a Note may revoke the consent as to its Note if the
Trustee receives written notice of revocation before the date the waiver,
supplement or amendment becomes effective. 
An amendment, supplement or waiver with respect to the Notes of any
series becomes effective in accordance with its terms and thereafter binds
every Holder of Notes of such series.


 


The Company may fix a record date for
determining which Holders must consent to such amendment, supplement or
waiver.  If the Company fixes a record
date, the record date shall be fixed at (i) the later of 30 days prior to
the first solicitation of such consent or the date of the most recent list of
Holders furnished to the Trustee prior to such solicitation pursuant to Section 2.05,
or (ii) such other date as the Company shall designate.


 


Section 9.04           Notation on or Exchange of Notes.


 


The Trustee may place an appropriate notation
about an amendment, supplement or waiver on any Note thereafter
authenticated.  The Company in exchange
for all Notes of any series may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes of such series that reflect the
amendment, supplement or waiver.


 


Failure to make the appropriate notation or
issue a new Note will not affect the validity and effect of such amendment,
supplement or waiver.


 


Section 9.05           Trustee to Sign Amendments, etc.


 


The Trustee will sign any amended or
supplemental Indenture authorized pursuant to this Article 9 if the
amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. 
The Company may not sign an amended or supplemental Indenture until the
Board of Directors of the Company approves it. 
In executing any amended or supplemental Indenture, the Trustee will be
entitled to receive and (subject to Section 7.01 hereof) will be fully
protected in relying upon, in addition to the documents required by Section 11.02
hereof, an Officers’ Certificate and an Opinion of Counsel stating that the
execution of such amended or supplemental Indenture is authorized or permitted
by this Indenture.


 


49

















 


ARTICLE 10

SATISFACTION AND DISCHARGE


 


Section 10.01         Satisfaction and Discharge.


 


This Indenture will cease to be of further
effect as to all Notes issued hereunder, when:


 


(1)           either:


 


(a)          all
Notes that have been authenticated, except lost, stolen or destroyed Notes that
have been replaced or paid and Notes for whose payment money has theretofore
been deposited in trust and thereafter repaid to the Company, have been
delivered to the Trustee for cancellation; or


 


(b)          all
Notes that have not been delivered to the Trustee for cancellation have become
due and payable by reason of the mailing of a notice of redemption or otherwise
or will become due and payable within one year and the Company has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust
solely for the benefit of the Holders, cash in U.S. dollars, non-callable
Government Securities, or a combination of cash in U.S. dollars and non-callable
Government Securities, in amounts as will be sufficient, without consideration
of any reinvestment of interest, to pay and discharge the entire indebtedness
on the Notes not delivered to the Trustee for cancellation for principal,
premium, if any, and accrued interest to the date of maturity or redemption;


 


(2)           no Default or Event
of Default has occurred and is continuing on the date of such deposit (other
than a Default or Event of Default resulting from the borrowing of funds to be
applied to such deposit);


 


(3)           such deposit will
not result in a breach or violation of, or constitute a default under, any
material agreement or instrument (other than this Indenture) to which the
Company is a party or by which the Company is bound;


 


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


 


(5)           the Company has
delivered irrevocable instructions to the Trustee under this Indenture to apply
the deposited money toward the payment of the Notes at maturity or the
redemption date, as the case may be.


 


In addition, the Company must deliver to the Trustee
(a) an Officers’ Certificate, stating that all conditions precedent set
forth in clauses (1) through (5) above have been satisfied and (b) an
Opinion of Counsel (which Opinion of Counsel may be subject to customary
assumptions and qualifications), stating that all conditions precedent set
forth in clauses (3) and (5) above have been satisfied; provided that the Opinion of Counsel with respect to clause (3) above
may be limited to a list of material agreements and instruments set forth on a
schedule to such opinion provided to such counsel by the Company.


 


Notwithstanding the satisfaction and
discharge of this Indenture, if money has been deposited with the Trustee
pursuant to subclause (b) of clause (1) of this Section, the
provisions of Sections 10.02 and 8.06 will survive.  In addition, nothing in this Section 10.01
will be deemed to discharge those provisions of Section 7.06 hereof, that,
by their terms, survive the satisfaction and discharge of the Notes.


 


Section 10.02         Application of Trust Money.


 


Subject to the provisions of Section 8.06
hereof, all money deposited with the Trustee pursuant to Section 10.01
hereof shall be held in trust and applied by it, in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the 


 


50

















 


Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal and interest for whose payment such money has been deposited with
the Trustee; but such money need not be segregated from other funds except to
the extent required by law.


 


ARTICLE 11

MISCELLANEOUS


 


Section 11.01         Notices.


 


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


 


If
to the Company:


 


NGPL
PipeCo LLC


c/o
Knight Inc.


500
Dallas Street, Suite 1000


Houston,
Texas 77002


Telecopier
No.:  (713) 495-2813


Attention:
Treasurer


 


With
a copy (which shall not constitute notice) to:


 


Bracewell &
Giuliani LLP


711
Louisiana Street, Suite 2300


Houston,
Texas  77002-2770


Telecopier
No.:  (713) 221-2166


Attention:
Gary W. Orloff


 


If
to the Trustee:


 


U.S.
Bank National Association


5555
San Felipe Street, Suite 1150


Houston,
Texas  77056


Telecopier
No.:  (713) 235-9213


Attention:  Corporate Trust Department


 


The Company or the Trustee, by notice to the
others, may designate additional or different addresses for subsequent notices
or communications.


 


All notices and communications (other than
those sent to Holders) will be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when answered back, if
telexed; when receipt acknowledged, if telecopied; and the next Business Day
after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery.


 


Any notice or communication to a Holder will
be mailed by first class mail or by overnight air courier guaranteeing next day
delivery to its address shown on the register kept by the Registrar.  Failure to mail a notice or communication to
a Holder or any defect in it will not affect its sufficiency with respect to
other Holders.


 


51
















 


If a notice or communication is mailed in the
manner provided above within the time prescribed, it is duly given, regardless
of whether the addressee receives it.


 


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


 


Section 11.02         Certificate and Opinion as to Conditions Precedent.


 


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


 


(1)           an Officers’ Certificate in form and
substance reasonably satisfactory to the Trustee (which must include the
statements set forth in Section 11.03 hereof) stating that, in the opinion
of the signers, all conditions precedent and covenants, if any, provided for in
this Indenture relating to the proposed action have been satisfied; and


 


(2)           an Opinion of Counsel in form and
substance reasonably satisfactory to the Trustee (which must include the
statements set forth in Section 11.03 hereof) stating that, in the opinion
of such counsel, all such conditions precedent and covenants have been
satisfied.


 


Section 11.03         Statements Required in Certificate or Opinion.


 


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


 


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


 


(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 such
Person, he or she has made such examination or investigation as is necessary to
enable him or her to express an informed opinion as to whether or not such covenant
or condition has been satisfied; and


 


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


 


Section 11.04         Rules by Trustee and Agents.


 


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


 


Section 11.05         No Personal Liability of Directors, Officers,
Employees and Stockholders.


 


No past, present or future director, officer,
employee, incorporator, stockholder, member, manager or partner of the Company,
as such, will have any liability for any obligations of the Company under the
Notes, this Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation. 
Each Holder of Notes by accepting a Note waives and releases all such
liability.  The waiver and release are
part of the consideration for issuance of the Notes.


 


52

















 


Section 11.06         Governing Law.


 


THE LAWS OF THE STATE OF NEW YORK WILL GOVERN
AND BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES.


 


Section 11.07         Successors.


 


All agreements of the Company in this
Indenture and the Notes will bind its successors.  All agreements of the Trustee in this
Indenture will bind its successors.


 


Section 11.08         Severability.


 


In case any provision in this Indenture or in
the Notes is invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions will not in any way be affected or
impaired thereby and such provision shall be ineffective only to the extent of
such invalidity, illegality or unenforceability.


 


Section 11.09         Counterpart Originals.


 


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


 


Section 11.10         Table of Contents, Headings, etc.


 


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


 


[Signatures
on following page]


 


53

















 


IN WITNESS WHEREOF, the parties hereto have
executed and delivered this Indenture as of the date first written above.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  NGPL PIPECO LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Joseph Listengart

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Joseph
  Listengart

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
							



 

















 


	
   

  	
  TRUSTEE:

  
	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL
  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Steven A. Finklea

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Steven
  A. Finklea

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
							



 

















 


EXHIBIT A1


 


[Face
of Note for 6.514% Senior Notes due 2012]


 


THIS
GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL
NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
WRITTEN CONSENT OF THE COMPANY.


 


UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.  UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55
WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 


THE
SECURITY EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), AND THE
SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM.  EACH PURCHASER OF THE
SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A. 
THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF
THE ISSUER THAT (A) SUCH SECURITY MAY BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY (1) (a) IN THE UNITED STATES TO A PERSON
WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (c) IN
A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (d) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501 (a) (1), (2), (3) OR
(7) OF THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE
TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF
WHICH CAN BE OBTAINED FROM THE TRUSTEE) OR (e) IN ACCORDANCE WITH ANOTHER
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED
UPON AN OPINION OF COUNSEL IF NGPL PIPECO LLC SO REQUESTS), (2) TO NGPL
PIPECO LLC OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN
EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT
OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.


 

















 


CUSIP/CINS                    


 


6.514%
Senior Note due 2012


 


	
  No.          

  	
  $                    

  



 


NGPL
PIPECO LLC


 


promises
to pay to                                                                           
or registered assigns,


 


the principal sum of                                                                                                                     
DOLLARS [or such lesser amount as indicated on the schedule of exchanges of interests
in this Global Note]* on December 15, 2012.


 


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


 


Interest Payment Dates:  June 15 and December 15


 


Record Dates: 
June 1 and December 1


 


Dated:                                ,
20  


 


	
   

  	
  NGPL PIPECO LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
  This
  is one of the Notes referred to 

  in the within-mentioned Indenture:

  	
   

  
	
   

  	
   

  
	
  U.S. BANK NATIONAL ASSOCIATION,

  	
   

  
	
  as Trustee

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  
	
   

  	
   

  
	
  


  

  	
   

  
	
  *
  To be included only if the Note is in global form.

  	
   

  
										



 


A1-2

















 


[Back
of Note]

6.514% Senior Note due 2012


 


Capitalized terms used herein have the
meanings assigned to them in the Indenture referred to below unless otherwise
indicated.


 


(1)           INTEREST.  NGPL
PipeCo LLC, a Delaware limited liability company (the “Company”),
promises to pay interest on the principal amount of this Note at 6.514% per
annum until maturity.  The Company will
pay interest semi-annually in arrears on June 15 and December 15 of
each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each, an “Interest Payment Date”).  Interest on the Notes of this series will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance; provided
that if there is no existing Default in the payment of interest, and if this
Note is authenticated between a record date referred to on the face hereof and
the next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided further
that the first Interest Payment Date shall be June 15, 2008.  The Company will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at a rate that is equal
to the interest rate then in effect; it will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent lawful.  Interest will be computed on the basis of a
360-day year of twelve 30-day months.


 


(2)           METHOD OF PAYMENT.  The
Company will pay interest on the Notes of this series (except defaulted
interest) to the Persons who are registered Holders of such Notes at the close
of business on the June 1 or December 1 next preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.12 of
the Indenture with respect to defaulted interest.  The Notes of this series will be payable as
to principal, premium and interest at the office or agency of the Company
maintained for such purpose within or without the City and State of New York,
or, at the option of the Company, payment of interest may be made by check
mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately
available funds will be required with respect to principal of and interest and
premium on all Global Notes.  Such
payment will be 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.


 


(3)           PAYING AGENT AND REGISTRAR. 
Initially, U.S. Bank National Association, the Trustee under the
Indenture, will act as Paying Agent and Registrar.  The Company may change any Paying Agent or
Registrar without notice to any Holder; provided, however,
that the Company shall at all times maintain a Paying Agent in the Borough of
Manhattan, The City of New York.  The
Company or any of its Subsidiaries may act in any such capacity.


 


(4)           INDENTURE.  The Company issued the Notes of this series under
an Indenture dated as of December 21, 2007 (the “Indenture”)
among the Company and the Trustee.  The
terms of such Notes include those stated in the Indenture.  The Notes of this series are subject to all
such terms, and Holders are referred to the Indenture for a statement of such
terms.  To the extent any provision of
this Note conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling.  The Notes of this series are unsecured
obligations of the Company.  The
Indenture does not limit the amount of Notes of this series that can be issued,
and Additional Notes of this series may be issued as provided in the Indenture
without the consent of Holders.


 


A1-3

















 


(5)           OPTIONAL REDEMPTION.  The Notes of this series will be redeemable, at the
option of the Company, in whole or in part, at any time and from time to time
prior to maturity, upon not less than 30 and not more than 60 days notice
mailed to each Holder of such Notes to be redeemed at the Holder’s address
appearing in the register of the Notes of this series, at a price equal to 100%
of the principal amount of the Notes of this series to be redeemed plus accrued
interest to the Redemption Date, subject to the right of Holders of record on
the relevant record date to receive interest due on an Interest Payment Date
that is on or prior to the Redemption Date, plus a make-whole premium, if any.
In no event will the Redemption Price ever be less than 100% of the principal
amount of the Notes of this series being redeemed plus accrued interest to the Redemption
Date.


 


The
amount of the make-whole premium on any Note, or portion of a Note, of this
series to be redeemed will be equal to the excess, if any, of:


 


(1)             the sum of the present
values, calculated as of the Redemption Date, of:


 


·         each interest payment that,
but for the redemption, would have been payable on the Note, or portion of a Note,
of this series being redeemed on each Interest Payment Date occurring after the
Redemption Date, excluding any accrued interest for the period prior to the Redemption
Date; and


 


·         the principal amount that,
but for the redemption, would have been payable at the stated maturity of the Note,
or portion of a Note, of this series being redeemed;


 


over


 


(2)             the principal amount of the
Note, or portion of a Note, being redeemed.


 


The
present value of interest and principal payments referred to in clause (1) above
will be determined in accordance with generally accepted principles of
financial analysis. The present values will be calculated by discounting the
amount of each payment of interest or principal from the date that each such
payment would have been payable, but for the redemption, to the Redemption Date
at a discount rate equal to the Treasury Yield, as defined below, plus 0.45%.


 


The
make-whole premium will be calculated by an independent investment banking
institution of national standing appointed by the Company. If the Company fails
to make that appointment at least 30 Business Days prior to the Redemption Date,
or if the institution so appointed is unwilling or unable to make the
calculation, the calculation will be made by one of Lehman Brothers Inc., Banc
of America Securities LLC or Deutsche Bank Securities Inc. If Lehman Brothers
Inc., Banc of America Securities LLC or Deutsche Bank Securities Inc. are
unwilling or unable to make the calculation, an independent investment banking
institution of national standing appointed by the Trustee will make the
calculation.


 


For
purposes of determining the make-whole premium, “Treasury
Yield” refers to an annual rate of interest equal to the weekly
average yield to maturity of United States Treasury Notes that have a constant
maturity that corresponds to the remaining term to maturity of the Notes of
this series to be redeemed, calculated to the nearer 1/12 of a year (the “Remaining Term”). The Treasury Yield will be determined as
of the third Business Day immediately preceding the applicable Redemption Date.


 


A1-4

















 


The
weekly average yields of United States Treasury Notes will be determined by
reference to the most recent statistical release published by the Federal
Reserve Bank of New York and designated “H.15(519) Selected Interest Rates” or
any successor release (the “H.15 Statistical Release”).
If the H.15 Statistical Release sets forth a weekly average yield for United
States Treasury Notes having a constant maturity that is the same as the Remaining
Term of the Notes of this series to be redeemed, then the Treasury Yield will
be equal to that weekly average yield. In all other cases, the Treasury Yield
will be calculated by interpolation, on a straight-line basis, between the
weekly average yields on the United States Treasury Notes that have a constant
maturity closest to and greater than the Remaining Term of the Notes of this
series to be redeemed and the United States Treasury Notes that have a constant
maturity closest to and less than the Remaining Term, in each case as set forth
in the H.15 Statistical Release. Any weekly average yields so calculated by interpolation
will be rounded to the nearer 0.01%, with any figure of 0.0050% or more being
rounded upward. If weekly average yields for United States Treasury Notes are
not available in the H.15 Statistical Release or otherwise, then the Treasury
Yield will be calculated by interpolation of comparable rates selected by the
independent investment banking institution.


 


If
fewer than all of the Notes of this series are being redeemed, the Trustee will
select the Notes of such series to be redeemed pro rata or by any other method
deemed fair by the Trustee. Upon surrender of any Note redeemed in part, the
Holder will receive a new Note equal in principal amount to the unredeemed
portion of the surrendered Note.  The
Trustee may select for redemption Notes and portions of Notes in amounts of
$1,000 and whole multiples of $1,000 in excess thereof.


 


(6)           SPECIAL MANDATORY REDEMPTION; SPECIAL OPTIONAL REDEMPTION.  If the
consummation of the MidCon Disposition and the MidCon Merger do not occur on or
before the 15th day prior to the Special Mandatory Redemption Date (the “Transaction Closing Deadline”) on substantially the terms
described in the Offering Memorandum, the Company will redeem all and not less
than all of the Notes then outstanding, on or prior to the Special Mandatory
Redemption Date (the “Special Mandatory Redemption”).  In addition, in the event that at any time the
Company determines that the MidCon Disposition will not be consummated on
substantially the terms described in the Offering Memorandum, on or prior to
the Transaction Closing Deadline, the Company will be entitled to effect a
special optional redemption of all and not less than all of the Notes then
outstanding (the “Special Optional Redemption”).  In the event of a Special Mandatory Redemption
or a Special Optional Redemption, the Redemption Price will be equal to 101% of
the aggregate principal amount of the Notes plus accrued interest to, but not
including, the Redemption Date, and in either such event, the Company would
redeem all and not less than all the Notes upon not less than 10 and not more
than 60 days notice mailed to each Holder of the Notes to be redeemed at the Holder’s
address appearing in the Note register.


 


(7)           REPURCHASE AT THE OPTION OF
HOLDER.  If there is a Change of Control Triggering
Event with respect to the Notes of this series, the Company will be required to
make an offer (a “Change of Control Offer”)
to each Holder of such Notes to repurchase all or any part (equal to $1,000 or
an integral multiple of $1,000) of each Holder’s Notes of this series at a
purchase price equal to 101% of the aggregate principal amount of Notes
repurchased plus accrued and unpaid interest on the Notes repurchased to the
date of purchase, subject to the rights of Holders on the relevant record date
to receive interest due on the relevant interest payment date (the “Change of Control Payment”). 
Within 30 days following any Change of Control Triggering Event with
respect to the Notes of this series, the Company will mail a notice to each
Holder of Notes of such series setting forth the procedures governing the
Change of Control Offer as required by the Indenture.  Holders of Notes that are the subject of an
offer to purchase may elect 


 


A1-5

















 


to have such Notes
purchased by completing the form entitled “Option of Holder to Elect Purchase”
attached to the Notes.


 


(8)           DENOMINATIONS, TRANSFER,
EXCHANGE.  The Notes are in registered form without
coupons in denominations of $2,000 and integral multiples of $1,000 in excess
thereof.  The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Company may require a Holder to pay any taxes and fees
required by law or permitted by the Indenture. 
The Company need not exchange or register the transfer of any Note or
portion of a Note selected for redemption, except for the unredeemed portion of
any Note being redeemed in part.  Also, the
Company need not exchange or register the transfer of any Notes for a period of
15 days before a selection of Notes to be redeemed or during the period between
a record date and the corresponding Interest Payment Date.


 


(9)           PERSONS DEEMED OWNERS.  The registered Holder of a Note may be treated as its
owner for all purposes.


 


(10)         AMENDMENT, SUPPLEMENT AND WAIVER. 
Subject to certain exceptions, the Indenture or the Notes may be amended
or supplemented with the consent of the Holders of at least a majority in aggregate
principal amount of the then outstanding Notes of each series (including any
Additional Notes of such series) affected by such amendment or supplement
voting as a separate class, and any existing Default or Event of Default or
compliance with any provision of the Indenture or the Notes may be waived with respect
to the Notes of each series with the consent of the Holders of a majority in aggregate
principal amount of the then outstanding Notes of such series voting as a separate
class.


 


(11)         TRUSTEE DEALINGS WITH COMPANY. 
The Trustee, in its individual or any other capacity, may make loans to,
accept deposits from, and perform services for the Company or any Affiliate of
the Company, and may otherwise deal with the Company or any Affiliate of the
Company, as if it were not the Trustee.


 


(12)         NO RECOURSE AGAINST OTHERS.  A
director, officer, employee, incorporator, stockholder, member, manager or
partner of the Company, as such, will not have any liability for any
obligations of the Company under the Notes, the Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their
creation.  Each Holder by accepting a
Note waives and releases all such liability. 
The waiver and release are part of the consideration for the issuance of
the Notes.


 


(13)         AUTHENTICATION.  This Note will not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.


 


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


 


(15)         CUSIP NUMBERS.  Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers
in notices as a convenience to Holders. 
No representation is made as to the accuracy of such numbers either as
printed on the 


 


A1-6

















 


Notes or as
contained in any notice, and reliance may be placed only on the other
identification numbers placed thereon.


 


(16)         EVENTS OF DEFAULT.  If
an Event of Default with respect to the Notes of this series shall occur and be
continuing, the principal of and accrued but unpaid interest on the Notes of
this series may be declared due and payable in the manner and with the effect
provided in the Indenture.


 


(17)         LIMITATION ON SUITS.  As
provided in and subject to the provisions of the Indenture, except to enforce
the right to receive payment of principal or interest when due, no Holder may
pursue any remedy with respect to the Indenture or the Notes of any series unless
such Holder has previously given the Trustee notice that an Event of Default is
continuing; Holders of at least 25% in aggregate principal amount of the
outstanding Notes of such series have requested the Trustee to pursue the
remedy; such Holders have offered the Trustee reasonable security or indemnity
against any loss, liability or expense; the Trustee has not complied with such
request within 60 days after the receipt thereof and the offer of security or
indemnity; and Holders of a majority in aggregate principal amount of the
outstanding Notes of such series have not given the Trustee a direction
inconsistent with such request within such 60-day period.


 


(18)         OBLIGATION TO PAY. 
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall, without the consent of the Holder, alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place(s) and rate,
and in the coin or currency, herein prescribed.


 


(19)         GLOBAL SECURITIES.  This Global Note or portion hereof may not be
exchanged for Definitive Notes of this series except in the limited circumstances
provided in the Indenture.  The holders
of beneficial interests in this Global Note will not be entitled to receive
physical delivery of Definitive Notes of this series except as described in the
Indenture and will not be considered the Holders thereof for any purpose under
the Indenture.


 


(20)         SATISFACTION AND DISCHARGE.  The Indenture contains provisions that relieve
the Company from the obligation to comply with certain restrictive covenants in
the Indenture and for satisfaction and discharge at any time of the entire
indebtedness upon compliance by the Company with certain conditions set forth
in the Indenture.


 


(21)         GOVERNING LAW.  THE LAWS OF THE STATE OF NEW YORK WILL GOVERN AND BE
USED TO CONSTRUE THE INDENTURE AND THIS NOTE.


 


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


 


NGPL
PipeCo LLC


c/o
Knight Inc.


500
Dallas Street, Suite 1000


Houston,
Texas 77002


Telecopier
No.:  (713) 495-2813


Attention:
Treasurer


 


A1-7

















 


ASSIGNMENT
FORM


 


To assign this Note, fill in the form below:


 


	
  (I) or (we) assign and transfer this Note to:

  	
   

  



(Insert assignee’s legal name)




 


 





(Insert assignee’s soc. sec. or tax I.D. no.)




 


 





 




 





 




 





 




 





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


 


	
  and irrevocably appoint

  	
   

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

  



 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  
								



 






*              Participant in
a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).


 


A1-8

















 


OPTION
OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have
this Note purchased by the Company pursuant to Section 4.08 of the
Indenture, check the following box:   o


 


If you want to elect to have only part of the Note
purchased by the Company pursuant to Section 4.08 of the Indenture, state
the amount you elect to have purchased:


 


$         


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  Tax Identification No.:

  	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  
									



 






*              Participant in a recognized Signature Guarantee
Medallion Program (or other signature guarantor acceptable to the Trustee).


 


A1-9

















 


SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*


 


The following exchanges of a part of this
Global Note for an interest in another Global Note of the same series (or in
whole for Definitive Notes of the same series), or exchanges of a part of
another Global Note of the same series for an interest in this Global Note,
have been made:


 


	
  Date of Exchange

  	
   

  	
  Amount of decrease in Principal Amount of 

  this Global Note

  	
   

  	
  Amount of increase in Principal Amount

  of this Global Note

  	
   

  	
  Principal Amount of 

  this Global Note 

  following such 

  decrease

  (or increase)

  	
   

  	
  Signature of authorized 

  officer of Trustee or 

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






*              This schedule should
be included only if the Note is issued in global form.


 


A1-10

















 


EXHIBIT A2


 


[Face
of Regulation S Temporary Global Note for 6.514% Senior Notes due 2012]


 


THE
RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS
AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED
IN THE INDENTURE (AS DEFINED HEREIN).


 


THIS
GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL
NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
WRITTEN CONSENT OF THE COMPANY.


 


UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.  UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55
WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 


THE SECURITY EVIDENCED
HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5
OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
OR AN APPLICABLE EXEMPTION THEREFROM. 
EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT
THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
OF THE SECURITIES ACT PROVIDED BY RULE 144A. 
THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF
THE ISSUER THAT (A) SUCH SECURITY MAY BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY (1) (a) IN THE UNITED STATES TO A PERSON
WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (c) IN
A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (d) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501 (a) (1),
(2), (3) OR (7) OF THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER,
FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) OR (e) IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF NGPL PIPECO LLC SO
REQUESTS), (2) TO NGPL PIPECO LLC OR (3) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF
THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.


 

















 


CUSIP/CINS                    


 


6.514%
Senior Note due 2012


 


	
  No.

  	
  $                    

  



 


NGPL
PIPECO LLC


 


promises to pay to                                                                           
or registered assigns,


 


the principal sum of                                                                                                                     
DOLLARS or such lesser amount as indicated on the schedule of exchanges of
interests in this Global Note on December 15, 2012.


 


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


 


Interest Payment Dates:  June 15 and December 15


 


Record Dates: 
June 1 and December 1


 


Dated:                                ,
20


 


	
   

  	
  NGPL PIPECO LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
  This
  is one of the Notes referred to 

  in the within-mentioned Indenture:

  	
   

  
	
   

  	
   

  
	
  U.S. BANK NATIONAL ASSOCIATION,

  	
   

  
	
  as Trustee

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  
										



 


A2-2

















 


[Back
of Regulation S Temporary Global Note]

6.514% Senior Note due 2012


 


Capitalized terms used herein have the
meanings assigned to them in the Indenture referred to below unless otherwise
indicated.


 


(1)           INTEREST.  NGPL PipeCo LLC, a Delaware limited
liability company (the “Company”),
promises to pay interest on the principal amount of this Note at 6.514% per
annum until maturity.  The Company will
pay interest semi-annually in arrears on June 15 and December 15 of
each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each, an “Interest Payment Date”).  Interest on the Notes of this series will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance; provided
that if there is no existing Default in the payment of interest, and if this
Note is authenticated between a record date referred to on the face hereof and
the next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided further
that the first Interest Payment Date shall be June 15, 2008.  The Company will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at a rate that is
equal to the interest rate then in effect; it will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent lawful.  Interest will be computed on the basis of a
360-day year of twelve 30-day months.


 


(2)           METHOD OF PAYMENT.  The
Company will pay interest on the Notes of this series (except defaulted
interest) to the Persons who are registered Holders of such Notes at the close
of business on the June 1 or December 1 next preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.12 of
the Indenture with respect to defaulted interest.  The Notes of this series will be payable as
to principal, premium and interest at the office or agency of the Company
maintained for such purpose within or without the City and State of New York,
or, at the option of the Company, payment of interest may be made by check
mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately
available funds will be required with respect to principal of and interest and
premium on all Global Notes.  Such
payment will be 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.


 


(3)           PAYING AGENT AND REGISTRAR.  Initially,
U.S. Bank National Association, the Trustee under the Indenture, will act as
Paying Agent and Registrar.  The Company
may change any Paying Agent or Registrar without notice to any Holder; provided, however, that the Company shall at all times
maintain a Paying Agent in the Borough of Manhattan, The City of New York.  The Company or any of its Subsidiaries may
act in any such capacity.


 


(4)           INDENTURE.  The
Company issued the Notes of this series under an Indenture dated as of December 21,
2007 (the “Indenture”) among the Company and the
Trustee.  The terms of such Notes include
those stated in the Indenture.  The Notes
of this series are subject to all such terms, and Holders are referred to the Indenture
for a statement of such terms.  To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be
controlling.  The Notes of this series
are unsecured obligations of the Company. 
The Indenture does not limit the amount of Notes of this 


 


A2-3

















 


series that can be
issued, and Additional Notes of this series may be issued as provided in the
Indenture without the consent of Holders.


 


(5)           OPTIONAL REDEMPTION.  The Notes of this series will be redeemable, at the
option of the Company, in whole or in part, at any time and from time to time
prior to maturity, upon not less than 30 and not more than 60 days notice
mailed to each Holder of such Notes to be redeemed at the Holder’s address
appearing in the register of the Notes of this series, at a price equal to 100%
of the principal amount of the Notes of this series to be redeemed plus accrued
interest to the Redemption Date, subject to the right of Holders of record on
the relevant record date to receive interest due on an Interest Payment Date
that is on or prior to the Redemption Date, plus a make-whole premium, if any.
In no event will the Redemption Price ever be less than 100% of the principal
amount of the Notes of this series being redeemed plus accrued interest to the
Redemption Date.


 


The
amount of the make-whole premium on any Note, or portion of a Note, of this
series to be redeemed will be equal to the excess, if any, of:


 


(1)             the sum of the present
values, calculated as of the Redemption Date, of:


 


·                            each interest
payment that, but for the redemption, would have been payable on the Note, or
portion of a Note, of this series being redeemed on each Interest Payment Date
occurring after the Redemption Date, excluding any accrued interest for the period
prior to the Redemption Date; and


 


·                            the principal
amount that, but for the redemption, would have been payable at the stated
maturity of the Note, or portion of a Note, of this series being redeemed;


 


over


 


(2)             the principal amount of the
Note, or portion of a Note, being redeemed.


 


The
present value of interest and principal payments referred to in clause (1) above
will be determined in accordance with generally accepted principles of
financial analysis. The present values will be calculated by discounting the
amount of each payment of interest or principal from the date that each such
payment would have been payable, but for the redemption, to the Redemption Date
at a discount rate equal to the Treasury Yield, as defined below, plus 0.45%.


 


The
make-whole premium will be calculated by an independent investment banking
institution of national standing appointed by the Company. If the Company fails
to make that appointment at least 30 Business Days prior to the Redemption
Date, or if the institution so appointed is unwilling or unable to make the
calculation, the calculation will be made by one of Lehman Brothers Inc., Banc
of America Securities LLC or Deutsche Bank Securities Inc. If Lehman Brothers
Inc., Banc of America Securities LLC or Deutsche Bank Securities Inc. are
unwilling or unable to make the calculation, an independent investment banking
institution of national standing appointed by the Trustee will make the
calculation.


 


For
purposes of determining the make-whole premium, “Treasury
Yield” refers to an annual rate of interest equal to the weekly
average yield to maturity of United States Treasury Notes that have a constant
maturity that corresponds to the remaining term to maturity of the 


 


A2-4

















 


Notes of this series to be redeemed, calculated to
the nearer 1/12 of a year (the “Remaining Term”).
The Treasury Yield will be determined as of the third Business Day immediately
preceding the applicable Redemption Date.


 


The
weekly average yields of United States Treasury Notes will be determined by
reference to the most recent statistical release published by the Federal
Reserve Bank of New York and designated “H.15(519) Selected Interest Rates” or
any successor release (the “H.15 Statistical Release”).
If the H.15 Statistical Release sets forth a weekly average yield for United
States Treasury Notes having a constant maturity that is the same as the
Remaining Term of the Notes of this series to be redeemed, then the Treasury
Yield will be equal to that weekly average yield. In all other cases, the
Treasury Yield will be calculated by interpolation, on a straight-line basis,
between the weekly average yields on the United States Treasury Notes that have
a constant maturity closest to and greater than the Remaining Term of the Notes
of this series to be redeemed and the United States Treasury Notes that have a
constant maturity closest to and less than the Remaining Term, in each case as
set forth in the H.15 Statistical Release. Any weekly average yields so
calculated by interpolation will be rounded to the nearer 0.01%, with any
figure of 0.0050% or more being rounded upward. If weekly average yields for
United States Treasury Notes are not available in the H.15 Statistical Release
or otherwise, then the Treasury Yield will be calculated by interpolation of
comparable rates selected by the independent investment banking institution.


 


If
fewer than all of the Notes of this series are being redeemed, the Trustee will
select the Notes of such series to be redeemed pro rata or by any other method
deemed fair by the Trustee. Upon surrender of any Note redeemed in part, the
Holder will receive a new Note equal in principal amount to the unredeemed
portion of the surrendered Note.  The Trustee
may select for redemption Notes and portions of Notes in amounts of $1,000 and
whole multiples of $1,000 in excess thereof.


 


(6)           SPECIAL MANDATORY REDEMPTION; SPECIAL OPTIONAL REDEMPTION.  If the
consummation of the MidCon Disposition and the MidCon Merger do not occur on or
before the 15th day prior to the Special Mandatory Redemption Date (the “Transaction Closing Deadline”) on substantially the terms
described in the Offering Memorandum, the Company will redeem all and not less
than all of the Notes then outstanding, on or prior to the Special Mandatory
Redemption Date (the “Special Mandatory
Redemption”).  In addition, in
the event that at any time the Company determines that the MidCon Disposition
will not be consummated on substantially the terms described in the Offering
Memorandum, on or prior to the Transaction Closing Deadline, the Company will
be entitled to effect a special optional redemption of all and not less than
all of the Notes then outstanding (the “Special Optional
Redemption”).  In the event of
a Special Mandatory Redemption or a Special Optional Redemption, the Redemption
Price will be equal to 101% of the aggregate principal amount of the Notes plus
accrued interest to, but not including, the Redemption Date, and in either such
event, the Company would redeem all and not less than all the Notes upon not
less than 10 and not more than 60 days notice mailed to each Holder of the
Notes to be redeemed at the Holder’s address appearing in the Note register.


 


(7)           REPURCHASE AT THE OPTION OF
HOLDER.  If there is a Change of Control Triggering
Event with respect to the Notes of this series, the Company will be required to
make an offer (a “Change of Control Offer”)
to each Holder of such Notes to repurchase all or any part (equal to $1,000 or
an integral multiple of $1,000) of each Holder’s Notes of this series at a
purchase price equal to 101% of the aggregate principal amount of Notes
repurchased plus accrued and unpaid interest on the Notes repurchased to the
date of purchase, subject to the rights of Holders on the relevant record date
to receive interest due on the relevant interest payment date 


 


A2-5

















 


(the “Change of Control Payment”). 
Within 30 days following any Change of Control Triggering Event with
respect to the Notes of this series, the Company will mail a notice to each
Holder of Notes of such series setting forth the procedures governing the
Change of Control Offer as required by the Indenture.  Holders of Notes that are the subject of an
offer to purchase may elect to have such Notes purchased by completing the form
entitled “Option of Holder to Elect Purchase” attached to the Notes.


 


(8)           DENOMINATIONS, TRANSFER,
EXCHANGE.  The Notes are in registered form without
coupons in denominations of $2,000 and integral multiples of $1,000 in excess
thereof.  The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Company may require a Holder to pay any taxes and fees
required by law or permitted by the Indenture. 
The Company need not exchange or register the transfer of any Note or
portion of a Note selected for redemption, except for the unredeemed portion of
any Note being redeemed in part.  Also,
the Company need not exchange or register the transfer of any Notes for a
period of 15 days before a selection of Notes to be redeemed or during the period
between a record date and the corresponding Interest Payment Date.


 


This Regulation S Temporary Global Note is
exchangeable in whole or in part for one or more Global Notes of the same
series only (i) on or after the termination of the 40-day distribution
compliance period (as defined in Regulation S) and (ii) upon presentation
of certificates (accompanied by an Opinion of Counsel, if applicable) required
by Article 2 of the Indenture.  Upon
exchange of this Regulation S Temporary Global Note for one or more Global
Notes of the same series, the Trustee shall cancel this Regulation S Temporary
Global Note.


 


If this Regulation S Temporary Global Note is
exchanged for a Regulation S Permanent Global Note between a record date for a
payment of interest and the related Interest Payment Date, then (1) no
interest shall be paid on this Regulation S Temporary Global Note, which shall
be cancelled in accordance with the Indenture, (2) interest on such
Interest Payment Date will be paid on the corresponding Regulation S Permanent
Global Note in the same aggregate amount as would have been paid on this
Regulation S Temporary Global Note, and (3) with respect to such interest
payment, the registered Holders of this Regulation S Temporary Global Note
shall be deemed to be the registered Holders of the corresponding Regulation S
Permanent Global Note on such record date.


 


(9)           PERSONS DEEMED OWNERS.  The registered Holder of a Note may be treated as its
owner for all purposes.


 


(10)         AMENDMENT, SUPPLEMENT AND WAIVER. 
Subject to certain exceptions, the Indenture or the Notes may be amended
or supplemented with the consent of the Holders of at least a majority in
aggregate principal amount of the then outstanding Notes of each series
(including any Additional Notes of such series) affected by such amendment or supplement
voting as a separate class, and any existing Default or Event of Default or
compliance with any provision of the Indenture or the Notes may be waived with
respect to the Notes of each series with the consent of the Holders of a
majority in aggregate principal amount of the then outstanding Notes of such
series voting as a separate class.


 


(11)         TRUSTEE DEALINGS WITH COMPANY. 
The Trustee, in its individual or any other capacity, may make loans to,
accept deposits from, and perform services for the Company or any 


 


A2-6

















 


Affiliate of the
Company, and may otherwise deal with the Company or any Affiliate of the
Company, as if it were not the Trustee.


 


(12)         NO RECOURSE AGAINST OTHERS.  A
director, officer, employee, incorporator, stockholder, member, manager or
partner of the Company, as such, will not have any liability for any
obligations of the Company under the Notes, the Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their
creation.  Each Holder by accepting a
Note waives and releases all such liability. 
The waiver and release are part of the consideration for the issuance of
the Notes.


 


(13)         AUTHENTICATION.  This Note will not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.


 


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


 


(15)         CUSIP NUMBERS.  Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers
in notices as a convenience to Holders. 
No representation is made as to the accuracy of such numbers either as
printed on the Notes or as contained in any notice, and reliance may be placed
only on the other identification numbers placed thereon.


 


(16)         EVENTS OF DEFAULT.  If
an Event of Default with respect to the Notes of this series shall occur and be
continuing, the principal of and accrued but unpaid interest on the Notes of
this series may be declared due and payable in the manner and with the effect
provided in the Indenture.


 


(17)         LIMITATION ON SUITS.  As
provided in and subject to the provisions of the Indenture, except to enforce
the right to receive payment of principal or interest when due, no Holder may
pursue any remedy with respect to the Indenture or the Notes of any series
unless such Holder has previously given the Trustee notice that an Event of
Default is continuing; Holders of at least 25% in aggregate principal amount of
the outstanding Notes of such series have requested the Trustee to pursue the
remedy; such Holders have offered the Trustee reasonable security or indemnity
against any loss, liability or expense; the Trustee has not complied with such
request within 60 days after the receipt thereof and the offer of security or
indemnity; and Holders of a majority in aggregate principal amount of the
outstanding Notes of such series have not given the Trustee a direction
inconsistent with such request within such 60-day period.


 


(18)         OBLIGATION TO PAY. 
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall, without the consent of the Holder, alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place(s) and rate,
and in the coin or currency, herein prescribed.


 


(19)         GLOBAL SECURITIES.  This Global Note or portion hereof may not be
exchanged for Definitive Notes of this series except in the limited
circumstances provided in the Indenture. 
The holders of beneficial interests in this Global Note will not be
entitled to receive physical 


 


A2-7

















 


delivery of Definitive
Notes of this series except as described in the Indenture and will not be
considered the Holders thereof for any purpose under the Indenture.


 


(20)         SATISFACTION AND DISCHARGE.  The Indenture contains provisions that relieve
the Company from the obligation to comply with certain restrictive covenants in
the Indenture and for satisfaction and discharge at any time of the entire
indebtedness upon compliance by the Company with certain conditions set forth
in the Indenture.


 


(21)         GOVERNING LAW.  THE LAWS OF THE STATE OF NEW YORK WILL GOVERN AND BE
USED TO CONSTRUE THE INDENTURE AND THIS NOTE.


 


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


 


NGPL
PipeCo LLC


c/o
Knight Inc.


500
Dallas Street, Suite 1000


Houston,
Texas 77002


Telecopier
No.:  (713) 495-2813


Attention:
Treasurer


 


A2-8

















 


ASSIGNMENT
FORM


 


To assign this Note, fill in the form below:


 


	
  (I) or (we) assign and transfer this Note to:

  	
   

  



(Insert assignee’s legal name)


 




 





(Insert assignee’s soc. sec. or tax I.D. no.)


 




 





 




 





 




 





 




 





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


 


	
  and irrevocably appoint

  	
   

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

  



 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  
								



 






*              Participant in
a recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).


 


A2-9

















 


OPTION
OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have
this Note purchased by the Company pursuant to Section 4.08 of the
Indenture, check the following box:   o


 


If you want to elect to have only part of the Note
purchased by the Company pursuant to Section 4.08 of the Indenture, state
the amount you elect to have purchased:


 


$        


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  Tax Identification No.:

  	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  
									



 






*              Participant in a recognized Signature Guarantee
Medallion Program (or other signature guarantor acceptable to the Trustee).


 


A2-10

















 


SCHEDULE
OF EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY GLOBAL NOTE


 


The following exchanges of a part of this
Regulation S Temporary Global Note for an interest in another Global Note of
the same series, or exchanges of a part of another Restricted Global Note of
the same series for an interest in this Regulation S Temporary Global Note,
have been made:


 


	
  Date of Exchange

  	
   

  	
  Amount of decrease in 

  Principal Amount of 

  this Global Note

  	
   

  	
  Amount of increase in Principal Amount

  of this Global Note

  	
   

  	
  Principal Amount of 

  this Global Note 

  following such 

  decrease

  (or increase)

  	
   

  	
  Signature of authorized 

  officer of Trustee or 

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A2-11
















 


EXHIBIT A3


 


[Face
of Note for 7.119% Senior Notes due 2017]


 


THIS
GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL
NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
WRITTEN CONSENT OF THE COMPANY.


 


UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.  UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER
STREET, NEW YORK, NEW YORK) (“DTC”), TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 


THE
SECURITY EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), AND THE
SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM.  EACH PURCHASER OF THE
SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A. 
THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF
THE ISSUER THAT (A) SUCH SECURITY MAY BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY (1) (a) IN THE UNITED STATES TO A PERSON
WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (c) IN
A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (d) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501 (a) (1), (2), (3) OR
(7) OF THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE
TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF
WHICH CAN BE OBTAINED FROM THE TRUSTEE) OR (e) IN ACCORDANCE WITH ANOTHER
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON
AN OPINION OF COUNSEL IF NGPL PIPECO LLC SO REQUESTS), (2) TO NGPL PIPECO
LLC OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH
CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT
OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.


 

















 


CUSIP/CINS                    


 


7.119%
Senior Note due 2017


 


	
  No.          

  	
  $                    

  



 


NGPL
PIPECO LLC


 


promises
to pay to                                                                           
or registered assigns,


 


the principal sum of                                                                                                                     
DOLLARS [or such lesser amount as indicated on the schedule of exchanges of
interests in this Global Note]* on December 15, 2017.


 


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


 


Interest Payment Dates:  June 15 and December 15


 


Record Dates: 
June 1 and December 1


 


Dated:                                ,
20


 


	
   

  	
  NGPL PIPECO LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
  This
  is one of the Notes referred to

  in the within-mentioned Indenture:

  	
   

  
	
   

  	
   

  
	
  U.S. BANK NATIONAL ASSOCIATION,

  	
   

  
	
  as Trustee

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  
	
   

  	
   

  
	
  


  

  	
   

  
	
  *
  To be included only if the Note is in global form.

  	
   

  
										



 


A3-2

















 


[Back
of Note]

7.119% Senior Note due 2017


 


Capitalized terms used herein have the
meanings assigned to them in the Indenture referred to below unless otherwise
indicated.


 


(1)           INTEREST.  NGPL PipeCo LLC, a Delaware limited liability
company (the “Company”), promises to pay
interest on the principal amount of this Note at 7.119% per annum until
maturity.  The Company will pay interest
semi-annually in arrears on June 15 and December 15 of each year, or
if any such day is not a Business Day, on the next succeeding Business Day
(each, an “Interest Payment Date”).  Interest on the Notes of this series will
accrue from the most recent date to which interest has been paid or, if no interest
has been paid, from the date of issuance; provided that
if there is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided further
that the first Interest Payment Date shall be June 15, 2008.  The Company will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at a rate that is
equal to the interest rate then in effect; it will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent lawful.  Interest will be computed on the basis of a
360-day year of twelve 30-day months.


 


(2)           METHOD OF
PAYMENT.  The Company will pay
interest on the Notes of this series (except defaulted interest) to the Persons
who are registered Holders of such Notes at the close of business on the June 1
or December 1 next preceding the Interest Payment Date, even if such Notes
are canceled after such record date and on or before such Interest Payment
Date, except as provided in Section 2.12 of the Indenture with respect to
defaulted interest.  The Notes of this
series will be payable as to principal, premium and interest at the office or
agency of the Company maintained for such purpose within or without the City
and State of New York, or, at the option of the Company, payment of interest
may be made by check mailed to the Holders at their addresses set forth in the
register of Holders; provided that
payment by wire transfer of immediately available funds will be required with
respect to principal of and interest and premium on all Global Notes.  Such payment will be 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.


 


(3)           PAYING AGENT
AND REGISTRAR.  Initially,
U.S. Bank National Association, the Trustee under the Indenture, will act as
Paying Agent and Registrar.  The Company
may change any Paying Agent or Registrar without notice to any Holder; provided, however, that the Company shall at all times
maintain a Paying Agent in the Borough of Manhattan, The City of New York.  The Company or any of its Subsidiaries may
act in any such capacity.


 


(4)           INDENTURE.  The Company issued the Notes of this series
under an Indenture dated as of December 21, 2007 (the “Indenture”) among the Company and the Trustee.  The terms of such Notes include those stated
in the Indenture.  The Notes of this
series are subject to all such terms, and Holders are referred to the Indenture
for a statement of such terms.  To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be
controlling.  The Notes of this series
are unsecured obligations of the Company. 
The Indenture does not limit the amount of Notes of this series that can
be issued, and Additional Notes of this series may be issued as provided in the
Indenture without the consent of Holders.


 


A3-3

















 


(5)           OPTIONAL
REDEMPTION.  The Notes of this
series will be redeemable, at the option of the Company, in whole or in part,
at any time and from time to time prior to maturity, upon not less than 30 and
not more than 60 days notice mailed to each Holder of such Notes to be redeemed
at the Holder’s address appearing in the register of the Notes of this series,
at a price equal to 100% of the principal amount of the Notes of this series to
be redeemed plus accrued interest to the Redemption Date, subject to the right
of Holders of record on the relevant record date to receive interest due on an
Interest Payment Date that is on or prior to the Redemption Date, plus a
make-whole premium, if any. In no event will the Redemption Price ever be less
than 100% of the principal amount of the Notes of this series being redeemed
plus accrued interest to the Redemption Date.


 


The
amount of the make-whole premium on any Note, or portion of a Note, of this
series to be redeemed will be equal to the excess, if any, of:


 


(1)                                        the sum of the
present values, calculated as of the Redemption Date, of:


 


·                            each interest
payment that, but for the redemption, would have been payable on the Note, or
portion of a Note, of this series being redeemed on each Interest Payment Date
occurring after the Redemption Date, excluding any accrued interest for the
period prior to the Redemption Date; and


 


·                            the principal
amount that, but for the redemption, would have been payable at the stated
maturity of the Note, or portion of a Note, of this series being redeemed;


 


over


 


(2)                                        the principal
amount of the Note, or portion of a Note, being redeemed.


 


The
present value of interest and principal payments referred to in clause (1) above
will be determined in accordance with generally accepted principles of
financial analysis. The present values will be calculated by discounting the
amount of each payment of interest or principal from the date that each such
payment would have been payable, but for the redemption, to the Redemption Date
at a discount rate equal to the Treasury Yield, as defined below, plus 0.45%.


 


The
make-whole premium will be calculated by an independent investment banking
institution of national standing appointed by the Company. If the Company fails
to make that appointment at least 30 Business Days prior to the Redemption
Date, or if the institution so appointed is unwilling or unable to make the
calculation, the calculation will be made by one of Lehman Brothers Inc., Banc
of America Securities LLC or Deutsche Bank Securities Inc. If Lehman Brothers
Inc., Banc of America Securities LLC or Deutsche Bank Securities Inc. are
unwilling or unable to make the calculation, an independent investment banking
institution of national standing appointed by the Trustee will make the
calculation.


 


For
purposes of determining the make-whole premium, “Treasury
Yield” refers to an annual rate of interest equal to the weekly
average yield to maturity of United States Treasury Notes that have a constant
maturity that corresponds to the remaining term to maturity of the Notes of
this series to be redeemed, calculated to the nearer 1/12 of a year (the “Remaining Term”). The Treasury Yield will be determined as
of the third Business Day immediately preceding the applicable Redemption Date.


 


A3-4

















 


The
weekly average yields of United States Treasury Notes will be determined by
reference to the most recent statistical release published by the Federal
Reserve Bank of New York and designated “H.15(519) Selected Interest Rates” or
any successor release (the “H.15 Statistical Release”).
If the H.15 Statistical Release sets forth a weekly average yield for United
States Treasury Notes having a constant maturity that is the same as the
Remaining Term of the Notes of this series to be redeemed, then the Treasury
Yield will be equal to that weekly average yield. In all other cases, the
Treasury Yield will be calculated by interpolation, on a straight-line basis,
between the weekly average yields on the United States Treasury Notes that have
a constant maturity closest to and greater than the Remaining Term of the Notes
of this series to be redeemed and the United States Treasury Notes that have a
constant maturity closest to and less than the Remaining Term, in each case as
set forth in the H.15 Statistical Release. Any weekly average yields so
calculated by interpolation will be rounded to the nearer 0.01%, with any
figure of 0.0050% or more being rounded upward. If weekly average yields for
United States Treasury Notes are not available in the H.15 Statistical Release
or otherwise, then the Treasury Yield will be calculated by interpolation of
comparable rates selected by the independent investment banking institution.


 


If
fewer than all of the Notes of this series are being redeemed, the Trustee will
select the Notes of such series to be redeemed pro rata or by any other method
deemed fair by the Trustee. Upon surrender of any Note redeemed in part, the
Holder will receive a new Note equal in principal amount to the unredeemed
portion of the surrendered Note.  The
Trustee may select for redemption Notes and portions of Notes in amounts of
$1,000 and whole multiples of $1,000 in excess thereof.


 


(6)           SPECIAL MANDATORY REDEMPTION; SPECIAL
OPTIONAL REDEMPTION.  If the consummation of the
MidCon Disposition and the MidCon Merger do not occur on or before the 15th day
prior to the Special Mandatory Redemption Date (the “Transaction
Closing Deadline”) on substantially the terms described in the
Offering Memorandum, the Company will redeem all and not less than all of the
Notes then outstanding, on or prior to the Special Mandatory Redemption Date
(the “Special Mandatory Redemption”).  In addition, in the event that at any time
the Company determines that the MidCon Disposition will not be consummated on
substantially the terms described in the Offering Memorandum, on or prior to
the Transaction Closing Deadline, the Company will be entitled to effect a
special optional redemption of all and not less than all of the Notes then
outstanding (the “Special Optional Redemption”).  In the event of a Special Mandatory
Redemption or a Special Optional Redemption, the Redemption Price will be equal
to 101% of the aggregate principal amount of the Notes plus accrued interest
to, but not including, the Redemption Date, and in either such event, the
Company would redeem all and not less than all the Notes upon not less than 10
and not more than 60 days notice mailed to each Holder of the Notes to be redeemed
at the Holder’s address appearing in the Note register.


 


(7)           REPURCHASE
AT THE OPTION OF HOLDER.  If
there is a Change of Control Triggering Event with respect to the Notes of this
series, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder
of such Notes to repurchase all or any part (equal to $1,000 or an integral
multiple of $1,000) of each Holder’s Notes of this series at a purchase price
equal to 101% of the aggregate principal amount of Notes repurchased plus
accrued and unpaid interest on the Notes repurchased to the date of purchase,
subject to the rights of Holders on the relevant record date to receive
interest due on the relevant interest payment date (the “Change of
Control Payment”).  Within 30
days following any Change of Control Triggering Event with respect to the Notes
of this series, the Company will mail a notice to each Holder of Notes of such
series setting forth the procedures governing the Change of Control Offer as
required by the Indenture.  Holders of
Notes that are the subject of an offer to purchase may elect 


 


A3-5

















 


to have such Notes
purchased by completing the form entitled “Option of Holder to Elect Purchase”
attached to the Notes.


 


(8)           DENOMINATIONS,
TRANSFER, EXCHANGE.  The Notes
are in registered form without coupons in denominations of $2,000 and integral
multiples of $1,000 in excess thereof. 
The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture.  The Registrar
and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a
Holder to pay any taxes and fees required by law or permitted by the
Indenture.  The Company need not exchange
or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part.  Also, the Company need not
exchange or register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed or during the period between a record date
and the corresponding Interest Payment Date.


 


(9)           PERSONS
DEEMED OWNERS.  The registered
Holder of a Note may be treated as its owner for all purposes.


 


(10)         AMENDMENT,
SUPPLEMENT AND WAIVER. 
Subject to certain exceptions, the Indenture or the Notes may be amended
or supplemented with the consent of the Holders of at least a majority in
aggregate principal amount of the then outstanding Notes of each series
(including any Additional Notes of such series) affected by such amendment or
supplement voting as a separate class, and any existing Default or Event of
Default or compliance with any provision of the Indenture or the Notes may be
waived with respect to the Notes of each series with the consent of the Holders
of a majority in aggregate principal amount of the then outstanding Notes of
such series voting as a separate class.


 


(11)         TRUSTEE
DEALINGS WITH COMPANY.  The
Trustee, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Company or any Affiliate of the
Company, and may otherwise deal with the Company or any Affiliate of the
Company, as if it were not the Trustee.


 


(12)         NO RECOURSE
AGAINST OTHERS.  A director,
officer, employee, incorporator, stockholder, member, manager or partner of the
Company, as such, will not have any liability for any obligations of the
Company under the Notes, the Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation.  Each Holder by accepting a Note waives and
releases all such liability.  The waiver
and release are part of the consideration for the issuance of the Notes.


 


(13)         AUTHENTICATION.
 This Note will not be valid
until authenticated by the manual signature of the Trustee or an authenticating
agent.


 


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


 


(15)         CUSIP
NUMBERS.  Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the Notes,
and the Trustee may use CUSIP numbers in notices as a convenience to
Holders.  No representation is made as to
the accuracy of such numbers either as printed on the 


 


A3-6

















 


Notes or as
contained in any notice, and reliance may be placed only on the other
identification numbers placed thereon.


 


(16)         EVENTS OF
DEFAULT.  If an Event of
Default with respect to the Notes of this series shall occur and be continuing,
the principal of and accrued but unpaid interest on the Notes of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture.


 


(17)         LIMITATION
ON SUITS.  As provided in and
subject to the provisions of the Indenture, except to enforce the right to
receive payment of principal or interest when due, no Holder may pursue any
remedy with respect to the Indenture or the Notes of any series unless such
Holder has previously given the Trustee notice that an Event of Default is
continuing; Holders of at least 25% in aggregate principal amount of the
outstanding Notes of such series have requested the Trustee to pursue the
remedy; such Holders have offered the Trustee reasonable security or indemnity
against any loss, liability or expense; the Trustee has not complied with such
request within 60 days after the receipt thereof and the offer of security or
indemnity; and Holders of a majority in aggregate principal amount of the outstanding
Notes of such series have not given the Trustee a direction inconsistent with
such request within such 60-day period.


 


(18)         OBLIGATION
TO PAY.  No reference herein
to the Indenture and no provision of this Note or of the Indenture shall,
without the consent of the Holder, alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Note at the times, place(s) and rate, and in the coin or
currency, herein prescribed.


 


(19)         GLOBAL SECURITIES.  This Global Note or portion hereof
may not be exchanged for Definitive Notes of this series except in the limited
circumstances provided in the Indenture. 
The holders of beneficial interests in this Global Note will not be
entitled to receive physical delivery of Definitive Notes of this series except
as described in the Indenture and will not be considered the Holders thereof
for any purpose under the Indenture.


 


(20)         SATISFACTION
AND DISCHARGE.  The Indenture
contains provisions that relieve the Company from the obligation to comply with
certain restrictive covenants in the Indenture and for satisfaction and
discharge at any time of the entire indebtedness upon compliance by the Company
with certain conditions set forth in the Indenture.


 


(21)         GOVERNING
LAW.  THE LAWS OF THE STATE OF
NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THIS NOTE.


 


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


 


NGPL
PipeCo LLC


c/o
Knight Inc.


500
Dallas Street, Suite 1000


Houston,
Texas 77002


Telecopier
No.:  (713) 495-2813


Attention:
Treasurer


 


A3-7

















 


ASSIGNMENT
FORM


 


To assign this Note, fill in the form below:


 


	
  (I) or (we) assign and transfer this Note to:

  	
   

  



(Insert assignee’s legal name)


 




 





(Insert assignee’s soc. sec. or tax I.D. no.)


 




 





 




 





 




 





 




 





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


 


	
  and irrevocably appoint

  	
   

  



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


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  
								



 






*              Participant
in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).


 


A3-8

















 


OPTION
OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have
this Note purchased by the Company pursuant to Section 4.08 of the
Indenture, check the following box:   o


 


If you want to elect to have only part of the Note
purchased by the Company pursuant to Section 4.08 of the Indenture, state
the amount you elect to have purchased:


 


$


 


Date:


 


 


	
   

  	
  Your Signature:

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  Tax Identification No.:

  	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  
							



 






*              Participant in a recognized
Signature Guarantee Medallion Program (or other signature guarantor acceptable
to the Trustee).


 


A3-9

















 


SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*


 


The following exchanges of a part of this
Global Note for an interest in another Global Note of the same series (or in
whole for Definitive Notes of the same series), or exchanges of a part of
another Global Note of the same series for an interest in this Global Note,
have been made:


 


	
  Date of Exchange

  	
   

  	
  Amount of decrease in 

  Principal Amount of 

  this Global Note

  	
   

  	
  Amount of increase in 

  Principal Amount

  of this Global Note

  	
   

  	
  Principal Amount of 

  this Global Note 

  following such 

  decrease

  (or increase)

  	
   

  	
  Signature of authorized 

  officer of Trustee or 

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






*              This schedule should be included
only if the Note is issued in global form.


 


A3-10





















 


EXHIBIT A4


 


[Face
of Regulation S Temporary Global Note for 7.119% Senior Notes due 2017]


 


THE
RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS
AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED
IN THE INDENTURE (AS DEFINED HEREIN).


 


THIS
GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL
NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
WRITTEN CONSENT OF THE COMPANY.


 


UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.  UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55
WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 


THE SECURITY EVIDENCED
HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5
OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
OR AN APPLICABLE EXEMPTION THEREFROM. 
EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT
THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
OF THE SECURITIES ACT PROVIDED BY RULE 144A. 
THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF
THE ISSUER THAT (A) SUCH SECURITY MAY BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY (1) (a) IN THE UNITED STATES TO A PERSON
WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (c) IN
A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (d) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501 (a) (1), (2), (3) OR
(7) OF THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE
TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF
WHICH CAN BE OBTAINED FROM THE TRUSTEE) OR (e) IN ACCORDANCE WITH ANOTHER
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED
UPON AN OPINION OF COUNSEL IF NGPL PIPECO LLC SO REQUESTS), (2) TO NGPL
PIPECO LLC OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN
EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT
OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.


 

















 


CUSIP/CINS                    


 


7.119%
Senior Note due 2017


 


	
  No.          

  	
  $                    

  



 


NGPL
PIPECO LLC


 


promises to pay to                                                                           
or registered assigns,


 


the principal sum of                                                                                                                     
DOLLARS or such lesser amount as indicated on the schedule of exchanges of
interests in this Global Note on December 15, 2017.


 


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


 


Interest Payment Dates:  June 15 and December 15


 


Record Dates: 
June 1 and December 1


 


Dated:                                ,
20


 


	
   

  	
  NGPL PIPECO LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
  This
  is one of the Notes referred to

  in the within-mentioned Indenture:

  	
   

  
	
   

  	
   

  
	
  U.S. BANK NATIONAL ASSOCIATION,

  	
   

  
	
  as Trustee

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  
										



 


A4-2

















 


[Back
of Regulation S Temporary Global Note]

7.119% Senior Note due 2017


 


Capitalized terms used herein have the
meanings assigned to them in the Indenture referred to below unless otherwise
indicated.


 


(1)           INTEREST.  NGPL PipeCo LLC, a Delaware
limited liability company (the “Company”),
promises to pay interest on the principal amount of this Note at 7.119% per
annum until maturity.  The Company will
pay interest semi-annually in arrears on June 15 and December 15 of
each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each, an “Interest Payment Date”).  Interest on the Notes of this series will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance; provided
that if there is no existing Default in the payment of interest, and if this
Note is authenticated between a record date referred to on the face hereof and
the next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided further
that the first Interest Payment Date shall be June 15, 2008.  The Company will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at a rate that is
equal to the interest rate then in effect; it will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent lawful.  Interest will be computed on the basis of a
360-day year of twelve 30-day months.


 


(2)           METHOD OF
PAYMENT.  The Company will pay
interest on the Notes of this series (except defaulted interest) to the Persons
who are registered Holders of such Notes at the close of business on the June 1
or December 1 next preceding the Interest Payment Date, even if such Notes
are canceled after such record date and on or before such Interest Payment
Date, except as provided in Section 2.12 of the Indenture with respect to
defaulted interest.  The Notes of this
series will be payable as to principal, premium and interest at the office or
agency of the Company maintained for such purpose within or without the City
and State of New York, or, at the option of the Company, payment of interest
may be made by check mailed to the Holders at their addresses set forth in the
register of Holders; provided that payment
by wire transfer of immediately available funds will be required with respect
to principal of and interest and premium on all Global Notes.  Such payment will be 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.


 


(3)           PAYING AGENT
AND REGISTRAR.  Initially,
U.S. Bank National Association, the Trustee under the Indenture, will act as
Paying Agent and Registrar.  The Company
may change any Paying Agent or Registrar without notice to any Holder; provided, however, that the Company shall at all times
maintain a Paying Agent in the Borough of Manhattan, The City of New York.  The Company or any of its Subsidiaries may
act in any such capacity.


 


(4)           INDENTURE.  The Company issued the Notes of this series
under an Indenture dated as of December 21, 2007 (the “Indenture”) among the Company and the Trustee.  The terms of such Notes include those stated
in the Indenture.  The Notes of this
series are subject to all such terms, and Holders are referred to the Indenture
for a statement of such terms.  To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be
controlling.  The Notes of this series
are unsecured obligations of the Company. 
The Indenture does not limit the amount of Notes of this 


 


A4-3

















 


series that can be
issued, and Additional Notes of this series may be issued as provided in the
Indenture without the consent of Holders.


 


(5)           OPTIONAL
REDEMPTION.  The Notes of this
series will be redeemable, at the option of the Company, in whole or in part,
at any time and from time to time prior to maturity, upon not less than 30 and
not more than 60 days notice mailed to each Holder of such Notes to be redeemed
at the Holder’s address appearing in the register of the Notes of this series,
at a price equal to 100% of the principal amount of the Notes of this series to
be redeemed plus accrued interest to the Redemption Date, subject to the right
of Holders of record on the relevant record date to receive interest due on an
Interest Payment Date that is on or prior to the Redemption Date, plus a
make-whole premium, if any. In no event will the Redemption Price ever be less
than 100% of the principal amount of the Notes of this series being redeemed
plus accrued interest to the Redemption Date.


 


The
amount of the make-whole premium on any Note, or portion of a Note, of this
series to be redeemed will be equal to the excess, if any, of:


 


(1)                                        the sum of the
present values, calculated as of the Redemption Date, of:


 


·                            each interest
payment that, but for the redemption, would have been payable on the Note, or
portion of a Note, of this series being redeemed on each Interest Payment Date
occurring after the Redemption Date, excluding any accrued interest for the
period prior to the Redemption Date; and


 


·                            the principal
amount that, but for the redemption, would have been payable at the stated
maturity of the Note, or portion of a Note, of this series being redeemed;


 


over


 


(2)                                        the principal
amount of the Note, or portion of a Note, being redeemed.


 


The
present value of interest and principal payments referred to in clause (1) above
will be determined in accordance with generally accepted principles of
financial analysis. The present values will be calculated by discounting the
amount of each payment of interest or principal from the date that each such
payment would have been payable, but for the redemption, to the Redemption Date
at a discount rate equal to the Treasury Yield, as defined below, plus 0.45%.


 


The
make-whole premium will be calculated by an independent investment banking
institution of national standing appointed by the Company. If the Company fails
to make that appointment at least 30 Business Days prior to the Redemption
Date, or if the institution so appointed is unwilling or unable to make the
calculation, the calculation will be made by one of Lehman Brothers Inc., Banc
of America Securities LLC or Deutsche Bank Securities Inc. If Lehman Brothers
Inc., Banc of America Securities LLC or Deutsche Bank Securities Inc. are
unwilling or unable to make the calculation, an independent investment banking
institution of national standing appointed by the Trustee will make the
calculation.


 


For
purposes of determining the make-whole premium, “Treasury
Yield” refers to an annual rate of interest equal to the weekly
average yield to maturity of United States Treasury Notes that have a constant
maturity that corresponds to the remaining term to maturity of the 


 


A4-4

















 


Notes of this series to be redeemed, calculated to
the nearer 1/12 of a year (the “Remaining Term”).
The Treasury Yield will be determined as of the third Business Day immediately
preceding the applicable Redemption Date.


 


The
weekly average yields of United States Treasury Notes will be determined by
reference to the most recent statistical release published by the Federal
Reserve Bank of New York and designated “H.15(519) Selected Interest Rates” or
any successor release (the “H.15 Statistical Release”).
If the H.15 Statistical Release sets forth a weekly average yield for United
States Treasury Notes having a constant maturity that is the same as the
Remaining Term of the Notes of this series to be redeemed, then the Treasury
Yield will be equal to that weekly average yield. In all other cases, the
Treasury Yield will be calculated by interpolation, on a straight-line basis,
between the weekly average yields on the United States Treasury Notes that have
a constant maturity closest to and greater than the Remaining Term of the Notes
of this series to be redeemed and the United States Treasury Notes that have a
constant maturity closest to and less than the Remaining Term, in each case as
set forth in the H.15 Statistical Release. Any weekly average yields so
calculated by interpolation will be rounded to the nearer 0.01%, with any
figure of 0.0050% or more being rounded upward. If weekly average yields for
United States Treasury Notes are not available in the H.15 Statistical Release
or otherwise, then the Treasury Yield will be calculated by interpolation of
comparable rates selected by the independent investment banking institution.


 


If
fewer than all of the Notes of this series are being redeemed, the Trustee will
select the Notes of such series to be redeemed pro rata or by any other method
deemed fair by the Trustee. Upon surrender of any Note redeemed in part, the
Holder will receive a new Note equal in principal amount to the unredeemed
portion of the surrendered Note.  The Trustee
may select for redemption Notes and portions of Notes in amounts of $1,000 and
whole multiples of $1,000 in excess thereof.


 


(6)           SPECIAL MANDATORY REDEMPTION; SPECIAL
OPTIONAL REDEMPTION.  If the consummation of the
MidCon Disposition and the MidCon Merger do not occur on or before the 15th day
prior to the Special Mandatory Redemption Date (the “Transaction
Closing Deadline”) on substantially the terms described in the
Offering Memorandum, the Company will redeem all and not less than all of the
Notes then outstanding, on or prior to the Special Mandatory Redemption Date
(the “Special Mandatory Redemption”).  In addition, in the event that at any time
the Company determines that the MidCon Disposition will not be consummated on
substantially the terms described in the Offering Memorandum, on or prior to
the Transaction Closing Deadline, the Company will be entitled to effect a
special optional redemption of all and not less than all of the Notes then
outstanding (the “Special Optional Redemption”).  In the event of a Special Mandatory
Redemption or a Special Optional Redemption, the Redemption Price will be equal
to 101% of the aggregate principal amount of the Notes plus accrued interest
to, but not including, the Redemption Date, and in either such event, the
Company would redeem all and not less than all the Notes upon not less than 10
and not more than 60 days notice mailed to each Holder of the Notes to be redeemed
at the Holder’s address appearing in the Note register.


 


(7)           REPURCHASE
AT THE OPTION OF HOLDER.  If
there is a Change of Control Triggering Event with respect to the Notes of this
series, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder
of such Notes to repurchase all or any part (equal to $1,000 or an integral
multiple of $1,000) of each Holder’s Notes of this series at a purchase price
equal to 101% of the aggregate principal amount of Notes repurchased plus accrued
and unpaid interest on the Notes repurchased to the date of purchase, subject
to the rights of Holders on the relevant record date to receive interest due on
the relevant interest payment date 


 


A4-5

















 


(the “Change of Control Payment”). 
Within 30 days following any Change of Control Triggering Event with
respect to the Notes of this series, the Company will mail a notice to each
Holder of Notes of such series setting forth the procedures governing the Change
of Control Offer as required by the Indenture. 
Holders of Notes that are the subject of an offer to purchase may elect
to have such Notes purchased by completing the form entitled “Option of Holder
to Elect Purchase” attached to the Notes.


 


(8)           DENOMINATIONS,
TRANSFER, EXCHANGE.  The Notes
are in registered form without coupons in denominations of $2,000 and integral
multiples of $1,000 in excess thereof. 
The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture.  The Registrar
and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a
Holder to pay any taxes and fees required by law or permitted by the
Indenture.  The Company need not exchange
or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part.  Also, the Company need not
exchange or register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed or during the period between a record date
and the corresponding Interest Payment Date.


 


This Regulation S Temporary Global Note is
exchangeable in whole or in part for one or more Global Notes of the same
series only (i) on or after the termination of the 40-day distribution
compliance period (as defined in Regulation S) and (ii) upon presentation
of certificates (accompanied by an Opinion of Counsel, if applicable) required
by Article 2 of the Indenture.  Upon
exchange of this Regulation S Temporary Global Note for one or more Global
Notes of the same series, the Trustee shall cancel this Regulation S Temporary
Global Note.


 


If this Regulation S Temporary Global Note is
exchanged for a Regulation S Permanent Global Note between a record date for a
payment of interest and the related Interest Payment Date, then (1) no
interest shall be paid on this Regulation S Temporary Global Note, which shall
be cancelled in accordance with the Indenture, (2) interest on such
Interest Payment Date will be paid on the corresponding Regulation S Permanent
Global Note in the same aggregate amount as would have been paid on this
Regulation S Temporary Global Note, and (3) with respect to such interest
payment, the registered Holders of this Regulation S Temporary Global Note
shall be deemed to be the registered Holders of the corresponding Regulation S
Permanent Global Note on such record date.


 


(9)           PERSONS
DEEMED OWNERS.  The registered
Holder of a Note may be treated as its owner for all purposes.


 


(10)         AMENDMENT,
SUPPLEMENT AND WAIVER. 
Subject to certain exceptions, the Indenture or the Notes may be amended
or supplemented with the consent of the Holders of at least a majority in
aggregate principal amount of the then outstanding Notes of each series
(including any Additional Notes of such series) affected by such amendment or
supplement voting as a separate class, and any existing Default or Event of
Default or compliance with any provision of the Indenture or the Notes may be
waived with respect to the Notes of each series with the consent of the Holders
of a majority in aggregate principal amount of the then outstanding Notes of
such series voting as a separate class.


 


(11)         TRUSTEE
DEALINGS WITH COMPANY.  The
Trustee, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Company or any 


 


A4-6

















 


Affiliate of the
Company, and may otherwise deal with the Company or any Affiliate of the
Company, as if it were not the Trustee.


 


(12)         NO RECOURSE
AGAINST OTHERS.  A director,
officer, employee, incorporator, stockholder, member, manager or partner of the
Company, as such, will not have any liability for any obligations of the
Company under the Notes, the Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation.  Each Holder by accepting a Note waives and
releases all such liability.  The waiver
and release are part of the consideration for the issuance of the Notes.


 


(13)         AUTHENTICATION.
 This Note will not be valid
until authenticated by the manual signature of the Trustee or an authenticating
agent.


 


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


 


(15)         CUSIP
NUMBERS.  Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the Notes,
and the Trustee may use CUSIP numbers in notices as a convenience to Holders.  No representation is made as to the accuracy
of such numbers either as printed on the Notes or as contained in any notice,
and reliance may be placed only on the other identification numbers placed
thereon.


 


(16)         EVENTS OF
DEFAULT.  If an Event of Default
with respect to the Notes of this series shall occur and be continuing, the
principal of and accrued but unpaid interest on the Notes of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.


 


(17)         LIMITATION
ON SUITS.  As provided in and
subject to the provisions of the Indenture, except to enforce the right to
receive payment of principal or interest when due, no Holder may pursue any
remedy with respect to the Indenture or the Notes of any series unless such
Holder has previously given the Trustee notice that an Event of Default is
continuing; Holders of at least 25% in aggregate principal amount of the
outstanding Notes of such series have requested the Trustee to pursue the
remedy; such Holders have offered the Trustee reasonable security or indemnity
against any loss, liability or expense; the Trustee has not complied with such
request within 60 days after the receipt thereof and the offer of security or
indemnity; and Holders of a majority in aggregate principal amount of the
outstanding Notes of such series have not given the Trustee a direction
inconsistent with such request within such 60-day period.


 


(18)         OBLIGATION
TO PAY.  No reference herein
to the Indenture and no provision of this Note or of the Indenture shall,
without the consent of the Holder, alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Note at the times, place(s) and rate, and in the coin or
currency, herein prescribed.


 


(19)         GLOBAL
SECURITIES.  This Global Note
or portion hereof may not be exchanged for Definitive Notes of this series
except in the limited circumstances provided in the Indenture.  The holders of beneficial interests in this
Global Note will not be entitled to receive physical 


 


A4-7

















 


delivery of
Definitive Notes of this series except as described in the Indenture and will
not be considered the Holders thereof for any purpose under the Indenture.


 


(20)         SATISFACTION
AND DISCHARGE.  The Indenture
contains provisions that relieve the Company from the obligation to comply with
certain restrictive covenants in the Indenture and for satisfaction and
discharge at any time of the entire indebtedness upon compliance by the Company
with certain conditions set forth in the Indenture.


 


(21)         GOVERNING
LAW.  THE LAWS OF THE STATE OF
NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THIS NOTE.


 


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


 


NGPL
PipeCo LLC


c/o
Knight Inc.


500
Dallas Street, Suite 1000


Houston,
Texas 77002


Telecopier
No.:  (713) 495-2813


Attention:
Treasurer


 


A4-8

















 


ASSIGNMENT
FORM


 


To assign this Note, fill in the form below:


 


	
  (I) or (we) assign and transfer this Note to:

  	
   

  



(Insert assignee’s legal name)


 




 





(Insert assignee’s soc. sec. or tax I.D. no.)


 




 





 




 





 




 





 




 





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


 


	
  and irrevocably appoint

  	
   

  



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


 


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  
								



 






*              Participant
in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).


 


A4-9

















 


OPTION
OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have
this Note purchased by the Company pursuant to Section 4.08 of the
Indenture, check the following box:   o


 


If you want to elect to have only part of the Note
purchased by the Company pursuant to Section 4.08 of the Indenture, state
the amount you elect to have purchased:


 


$


 


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  Tax Identification No.:

  	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  
									



 






*              Participant in a recognized
Signature Guarantee Medallion Program (or other signature guarantor acceptable
to the Trustee).


 


A4-10

















 


SCHEDULE
OF EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY GLOBAL NOTE


 


The following exchanges of a part of this
Regulation S Temporary Global Note for an interest in another Global Note of
the same series, or exchanges of a part of another Restricted Global Note of
the same series for an interest in this Regulation S Temporary Global Note,
have been made:


 


	
  Date of Exchange

  	
   

  	
  Amount of decrease in 

  Principal Amount of 

  this Global Note

  	
   

  	
  Amount of increase in Principal Amount

  of this Global Note

  	
   

  	
  Principal Amount of 

  this Global Note 

  following such 

  decrease

  (or increase)

  	
   

  	
  Signature of authorized 

  officer of Trustee or 

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A4-11
















 


EXHIBIT A5


 


[Face
of Note for 7.768% Senior Notes due 2037]


 


THIS
GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL
NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
WRITTEN CONSENT OF THE COMPANY.


 


UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.  UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER
STREET, NEW YORK, NEW YORK) (“DTC”), TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 


THE
SECURITY EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), AND THE
SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM.  EACH PURCHASER OF THE
SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A. 
THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF
THE ISSUER THAT (A) SUCH SECURITY MAY BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY (1) (a) IN THE UNITED STATES TO A PERSON
WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (c) IN
A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (d) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501 (a) (1), (2), (3) OR
(7) OF THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE
TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF
WHICH CAN BE OBTAINED FROM THE TRUSTEE) OR (e) IN ACCORDANCE WITH ANOTHER
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON
AN OPINION OF COUNSEL IF NGPL PIPECO LLC SO REQUESTS), (2) TO NGPL PIPECO
LLC OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH
CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT
OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.


 

















 


CUSIP/CINS                    


 


7.768%
Senior Note due 2037


 


	
  No.          

  	
  $                    

  



 


NGPL
PIPECO LLC


 


promises
to pay to                                                                           
or registered assigns,


 


the principal sum of                                                                                                                     
DOLLARS [or such lesser amount as indicated on the schedule of exchanges of
interests in this Global Note]* on December 15, 2037.


 


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


 


Interest Payment Dates:  June 15 and December 15


 


Record Dates: 
June 1 and December 1


 


Dated:                                ,
20    


 


	
   

  	
  NGPL PIPECO LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
  This
  is one of the Notes referred to

  in the within-mentioned Indenture:

  	
   

  
	
   

  	
   

  
	
  U.S. BANK NATIONAL ASSOCIATION,

  	
   

  
	
  as Trustee

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  
	
   

  	
   

  
	
  


  

  	
   

  
	
  *
  To be included only if the Note is in global form.

  	
   

  
										



 


A5-2

















 


[Back
of Note]

7.768% Senior Note due 2037


 


Capitalized terms used herein have the
meanings assigned to them in the Indenture referred to below unless otherwise
indicated.


 


(1)           INTEREST.  NGPL PipeCo LLC, a Delaware limited liability
company (the “Company”), promises to pay
interest on the principal amount of this Note at 7.768% per annum until
maturity.  The Company will pay interest
semi-annually in arrears on June 15 and December 15 of each year, or
if any such day is not a Business Day, on the next succeeding Business Day
(each, an “Interest Payment Date”).  Interest on the Notes of this series will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance; provided
that if there is no existing Default in the payment of interest, and if this
Note is authenticated between a record date referred to on the face hereof and
the next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided further
that the first Interest Payment Date shall be June 15, 2008.  The Company will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at a rate that is
equal to the interest rate then in effect; it will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent lawful.  Interest will be computed on the basis of a
360-day year of twelve 30-day months.


 


(2)           METHOD OF
PAYMENT.  The Company will pay
interest on the Notes of this series (except defaulted interest) to the Persons
who are registered Holders of such Notes at the close of business on the June 1
or December 1 next preceding the Interest Payment Date, even if such Notes
are canceled after such record date and on or before such Interest Payment
Date, except as provided in Section 2.12 of the Indenture with respect to
defaulted interest.  The Notes of this
series will be payable as to principal, premium and interest at the office or
agency of the Company maintained for such purpose within or without the City
and State of New York, or, at the option of the Company, payment of interest
may be made by check mailed to the Holders at their addresses set forth in the
register of Holders; provided that
payment by wire transfer of immediately available funds will be required with
respect to principal of and interest and premium on all Global Notes.  Such payment will be 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.


 


(3)           PAYING AGENT
AND REGISTRAR.  Initially,
U.S. Bank National Association, the Trustee under the Indenture, will act as
Paying Agent and Registrar.  The Company
may change any Paying Agent or Registrar without notice to any Holder; provided, however, that the Company shall at all times
maintain a Paying Agent in the Borough of Manhattan, The City of New York.  The Company or any of its Subsidiaries may
act in any such capacity.


 


(4)           INDENTURE.  The Company issued the Notes of this series
under an Indenture dated as of December 21, 2007 (the “Indenture”) among the Company and the Trustee.  The terms of such Notes include those stated
in the Indenture.  The Notes of this
series are subject to all such terms, and Holders are referred to the Indenture
for a statement of such terms.  To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be
controlling.  The Notes of this series
are unsecured obligations of the Company. 
The Indenture does not limit the amount of Notes of this series that can
be issued, and Additional Notes of this series may be issued as provided in the
Indenture without the consent of Holders.


 


A5-3

















 


(5)           OPTIONAL
REDEMPTION.  The Notes of this
series will be redeemable, at the option of the Company, in whole or in part,
at any time and from time to time prior to maturity, upon not less than 30 and
not more than 60 days notice mailed to each Holder of such Notes to be redeemed
at the Holder’s address appearing in the register of the Notes of this series,
at a price equal to 100% of the principal amount of the Notes of this series to
be redeemed plus accrued interest to the Redemption Date, subject to the right
of Holders of record on the relevant record date to receive interest due on an
Interest Payment Date that is on or prior to the Redemption Date, plus a
make-whole premium, if any. In no event will the Redemption Price ever be less
than 100% of the principal amount of the Notes of this series being redeemed
plus accrued interest to the Redemption Date.


 


The
amount of the make-whole premium on any Note, or portion of a Note, of this
series to be redeemed will be equal to the excess, if any, of:


 


(1)                                        the sum of the
present values, calculated as of the Redemption Date, of:


 


·                            each interest
payment that, but for the redemption, would have been payable on the Note, or
portion of a Note, of this series being redeemed on each Interest Payment Date
occurring after the Redemption Date, excluding any accrued interest for the
period prior to the Redemption Date; and


 


·                            the principal
amount that, but for the redemption, would have been payable at the stated maturity
of the Note, or portion of a Note, of this series being redeemed;


 


over


 


(2)                                        the principal
amount of the Note, or portion of a Note, being redeemed.


 


The
present value of interest and principal payments referred to in clause (1) above
will be determined in accordance with generally accepted principles of
financial analysis. The present values will be calculated by discounting the
amount of each payment of interest or principal from the date that each such
payment would have been payable, but for the redemption, to the Redemption Date
at a discount rate equal to the Treasury Yield, as defined below, plus 0.45%.


 


The
make-whole premium will be calculated by an independent investment banking
institution of national standing appointed by the Company. If the Company fails
to make that appointment at least 30 Business Days prior to the Redemption
Date, or if the institution so appointed is unwilling or unable to make the
calculation, the calculation will be made by one of Lehman Brothers Inc., Banc
of America Securities LLC or Deutsche Bank Securities Inc. If Lehman Brothers
Inc., Banc of America Securities LLC or Deutsche Bank Securities Inc. are
unwilling or unable to make the calculation, an independent investment banking
institution of national standing appointed by the Trustee will make the
calculation.


 


For
purposes of determining the make-whole premium, “Treasury
Yield” refers to an annual rate of interest equal to the weekly
average yield to maturity of United States Treasury Notes that have a constant
maturity that corresponds to the remaining term to maturity of the Notes of
this series to be redeemed, calculated to the nearer 1/12 of a year (the “Remaining Term”). The Treasury Yield will be determined as
of the third Business Day immediately preceding the applicable Redemption Date.


 


A5-4

















 


The
weekly average yields of United States Treasury Notes will be determined by
reference to the most recent statistical release published by the Federal
Reserve Bank of New York and designated “H.15(519) Selected Interest Rates” or
any successor release (the “H.15 Statistical Release”).
If the H.15 Statistical Release sets forth a weekly average yield for United
States Treasury Notes having a constant maturity that is the same as the
Remaining Term of the Notes of this series to be redeemed, then the Treasury
Yield will be equal to that weekly average yield. In all other cases, the
Treasury Yield will be calculated by interpolation, on a straight-line basis,
between the weekly average yields on the United States Treasury Notes that have
a constant maturity closest to and greater than the Remaining Term of the Notes
of this series to be redeemed and the United States Treasury Notes that have a
constant maturity closest to and less than the Remaining Term, in each case as
set forth in the H.15 Statistical Release. Any weekly average yields so
calculated by interpolation will be rounded to the nearer 0.01%, with any
figure of 0.0050% or more being rounded upward. If weekly average yields for
United States Treasury Notes are not available in the H.15 Statistical Release
or otherwise, then the Treasury Yield will be calculated by interpolation of
comparable rates selected by the independent investment banking institution.


 


If
fewer than all of the Notes of this series are being redeemed, the Trustee will
select the Notes of such series to be redeemed pro rata or by any other method
deemed fair by the Trustee. Upon surrender of any Note redeemed in part, the
Holder will receive a new Note equal in principal amount to the unredeemed
portion of the surrendered Note.  The Trustee
may select for redemption Notes and portions of Notes in amounts of $1,000 and
whole multiples of $1,000 in excess thereof.


 


(6)           SPECIAL MANDATORY REDEMPTION;
SPECIAL OPTIONAL REDEMPTION.  If the
consummation of the MidCon Disposition and the MidCon Merger do not occur on or
before the 15th day prior to the Special Mandatory Redemption Date (the “Transaction Closing Deadline”) on substantially the terms
described in the Offering Memorandum, the Company will redeem all and not less
than all of the Notes then outstanding, on or prior to the Special Mandatory
Redemption Date (the “Special Mandatory
Redemption”).  In addition, in
the event that at any time the Company determines that the MidCon Disposition
will not be consummated on substantially the terms described in the Offering
Memorandum, on or prior to the Transaction Closing Deadline, the Company will
be entitled to effect a special optional redemption of all and not less than
all of the Notes then outstanding (the “Special Optional
Redemption”).  In the event of
a Special Mandatory Redemption or a Special Optional Redemption, the Redemption
Price will be equal to 101% of the aggregate principal amount of the Notes plus
accrued interest to, but not including, the Redemption Date, and in either such
event, the Company would redeem all and not less than all the Notes upon not
less than 10 and not more than 60 days notice mailed to each Holder of the
Notes to be redeemed at the Holder’s address appearing in the Note register.


 


(7)           REPURCHASE
AT THE OPTION OF HOLDER.  If
there is a Change of Control Triggering Event with respect to the Notes of this
series, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder
of such Notes to repurchase all or any part (equal to $1,000 or an integral
multiple of $1,000) of each Holder’s Notes of this series at a purchase price
equal to 101% of the aggregate principal amount of Notes repurchased plus
accrued and unpaid interest on the Notes repurchased to the date of purchase,
subject to the rights of Holders on the relevant record date to receive
interest due on the relevant interest payment date (the “Change of
Control Payment”).  Within 30
days following any Change of Control Triggering Event with respect to the Notes
of this series, the Company will mail a notice to each Holder of Notes of such
series setting forth the procedures governing the Change of Control Offer as
required by the Indenture.  Holders of
Notes that are the subject of an offer to purchase may elect 


 


A5-5

















 


to have such Notes
purchased by completing the form entitled “Option of Holder to Elect Purchase”
attached to the Notes.


 


(8)           DENOMINATIONS,
TRANSFER, EXCHANGE.  The Notes
are in registered form without coupons in denominations of $2,000 and integral
multiples of $1,000 in excess thereof. 
The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture.  The Registrar
and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a
Holder to pay any taxes and fees required by law or permitted by the
Indenture.  The Company need not exchange
or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part.  Also, the Company need not
exchange or register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed or during the period between a record date
and the corresponding Interest Payment Date.


 


(9)           PERSONS
DEEMED OWNERS.  The registered
Holder of a Note may be treated as its owner for all purposes.


 


(10)         AMENDMENT,
SUPPLEMENT AND WAIVER. 
Subject to certain exceptions, the Indenture or the Notes may be amended
or supplemented with the consent of the Holders of at least a majority in
aggregate principal amount of the then outstanding Notes of each series
(including any Additional Notes of such series) affected by such amendment or
supplement voting as a separate class, and any existing Default or Event of
Default or compliance with any provision of the Indenture or the Notes may be
waived with respect to the Notes of each series with the consent of the Holders
of a majority in aggregate principal amount of the then outstanding Notes of
such series voting as a separate class.


 


(11)         TRUSTEE
DEALINGS WITH COMPANY.  The
Trustee, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Company or any Affiliate of the
Company, and may otherwise deal with the Company or any Affiliate of the
Company, as if it were not the Trustee.


 


(12)         NO RECOURSE
AGAINST OTHERS.  A director,
officer, employee, incorporator, stockholder, member, manager or partner of the
Company, as such, will not have any liability for any obligations of the
Company under the Notes, the Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation.  Each Holder by accepting a Note waives and
releases all such liability.  The waiver
and release are part of the consideration for the issuance of the Notes.


 


(13)         AUTHENTICATION.
 This Note will not be valid
until authenticated by the manual signature of the Trustee or an authenticating
agent.


 


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


 


(15)         CUSIP
NUMBERS.  Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the Notes,
and the Trustee may use CUSIP numbers in notices as a convenience to
Holders.  No representation is made as to
the accuracy of such numbers either as printed on the 


 


A5-6

















 


Notes or as
contained in any notice, and reliance may be placed only on the other
identification numbers placed thereon.


 


(16)         EVENTS OF
DEFAULT.  If an Event of
Default with respect to the Notes of this series shall occur and be continuing,
the principal of and accrued but unpaid interest on the Notes of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture.


 


(17)         LIMITATION
ON SUITS.  As provided in and
subject to the provisions of the Indenture, except to enforce the right to
receive payment of principal or interest when due, no Holder may pursue any
remedy with respect to the Indenture or the Notes of any series unless such
Holder has previously given the Trustee notice that an Event of Default is
continuing; Holders of at least 25% in aggregate principal amount of the
outstanding Notes of such series have requested the Trustee to pursue the
remedy; such Holders have offered the Trustee reasonable security or indemnity
against any loss, liability or expense; the Trustee has not complied with such
request within 60 days after the receipt thereof and the offer of security or
indemnity; and Holders of a majority in aggregate principal amount of the
outstanding Notes of such series have not given the Trustee a direction
inconsistent with such request within such 60-day period.


 


(18)         OBLIGATION
TO PAY.  No reference herein
to the Indenture and no provision of this Note or of the Indenture shall, without
the consent of the Holder, alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Note at the times, place(s) and rate, and in the coin or currency, herein
prescribed.


 


(19)         GLOBAL
SECURITIES.  This Global Note
or portion hereof may not be exchanged for Definitive Notes of this series
except in the limited circumstances provided in the Indenture.  The holders of beneficial interests in this
Global Note will not be entitled to receive physical delivery of Definitive
Notes of this series except as described in the Indenture and will not be
considered the Holders thereof for any purpose under the Indenture.


 


(20)         SATISFACTION
AND DISCHARGE.  The Indenture
contains provisions that relieve the Company from the obligation to comply with
certain restrictive covenants in the Indenture and for satisfaction and
discharge at any time of the entire indebtedness upon compliance by the Company
with certain conditions set forth in the Indenture.


 


(21)         GOVERNING
LAW.  THE LAWS OF THE STATE OF
NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THIS NOTE.


 


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


 


NGPL
PipeCo LLC


c/o
Knight Inc.


500
Dallas Street, Suite 1000


Houston,
Texas 77002


Telecopier
No.:  (713) 495-2813


Attention:
Treasurer


 


A5-7

















 


ASSIGNMENT
FORM


 


To assign this Note, fill in the form below:


 


	
  (I) or (we) assign and transfer this Note to:

  	
   

  



(Insert assignee’s legal name)


 




 





(Insert assignee’s soc. sec. or tax I.D. no.)


 




 





 




 





 




 





 




 





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


 


	
  and irrevocably appoint

  	
   

  



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


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  
								



 






*              Participant
in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).


 


A5-8

















 


OPTION
OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have
this Note purchased by the Company pursuant to Section 4.08 of the Indenture,
check the following box:   o


 


If you want to elect to have only part of the Note
purchased by the Company pursuant to Section 4.08 of the Indenture, state
the amount you elect to have purchased:


 


$


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  Tax Identification No.:

  	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  
									



 






*              Participant in a recognized
Signature Guarantee Medallion Program (or other signature guarantor acceptable
to the Trustee).


 


A5-9

















 


SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*


 


The following exchanges of a part of this
Global Note for an interest in another Global Note of the same series (or in
whole for Definitive Notes of the same series), or exchanges of a part of
another Global Note of the same series for an interest in this Global Note,
have been made:


 


	
  Date of Exchange

  	
   

  	
  Amount of decrease in 

  Principal Amount of 

  this Global Note

  	
   

  	
  Amount of increase in 

  Principal Amount

  of this Global Note

  	
   

  	
  Principal Amount of 

  this Global Note 

  following such 

  decrease

  (or increase)

  	
   

  	
  Signature of authorized 

  officer of Trustee or 

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






*              This schedule should be included
only if the Note is issued in global form.


 


A5-10





















 


EXHIBIT A6


 


[Face
of Regulation S Temporary Global Note for 7.768% Senior Notes due 2037]


 


THE
RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS
AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED
IN THE INDENTURE (AS DEFINED HEREIN).


 


THIS
GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL
NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
WRITTEN CONSENT OF THE COMPANY.


 


UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW
YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THE SECURITY EVIDENCED
HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5
OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
OR AN APPLICABLE EXEMPTION THEREFROM. 
EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT
THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
OF THE SECURITIES ACT PROVIDED BY RULE 144A. 
THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF
THE ISSUER THAT (A) SUCH SECURITY MAY BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY (1) (a) IN THE UNITED STATES TO A PERSON
WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION
IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (c) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (d) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501 (a) (1), (2), (3) OR
(7) OF THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE
TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF
WHICH CAN BE OBTAINED FROM THE TRUSTEE) OR (e) IN ACCORDANCE WITH ANOTHER
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED
UPON AN OPINION OF COUNSEL IF NGPL PIPECO LLC SO REQUESTS), (2) TO NGPL
PIPECO LLC OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN
EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT
OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.


 

















 


CUSIP/CINS                    


 


7.768%
Senior Note due 2037


 


	
  No.          

  	
  $                    

  



 


NGPL
PIPECO LLC


 


promises to pay to                                                                           
or registered assigns,


 


the principal sum of                                                                                                                     
DOLLARS or such lesser amount as indicated on the schedule of exchanges of
interests in this Global Note on December 15, 2037.


 


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


 


Interest Payment Dates:  June 15 and December 15


 


Record Dates: 
June 1 and December 1


 


Dated:                                ,
20


 


	
   

  	
  NGPL PIPECO LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
  This is one of the
  Notes referred to

  in the within-mentioned Indenture:

  	
   

  
	
   

  	
   

  
	
  U.S. BANK NATIONAL ASSOCIATION,

  	
   

  
	
  as Trustee

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  
										



 


 


A6-2

















 


[Back
of Regulation S Temporary Global Note]

7.768% Senior Note due 2037


 


Capitalized terms used herein have the
meanings assigned to them in the Indenture referred to below unless otherwise
indicated.


 


(1)           INTEREST.  NGPL PipeCo LLC, a Delaware
limited liability company (the “Company”),
promises to pay interest on the principal amount of this Note at 7.768% per
annum until maturity.  The Company will
pay interest semi-annually in arrears on June 15 and December 15 of
each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each, an “Interest Payment Date”).  Interest on the Notes of this series will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance; provided
that if there is no existing Default in the payment of interest, and if this
Note is authenticated between a record date referred to on the face hereof and
the next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided further
that the first Interest Payment Date shall be June 15, 2008.  The Company will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at a rate that is
equal to the interest rate then in effect; it will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments
of interest (without regard to any applicable grace periods) from time to time
on demand at the same rate to the extent lawful.  Interest will be computed on the basis of a
360-day year of twelve 30-day months.


 


(2)           METHOD OF
PAYMENT.  The Company will pay
interest on the Notes of this series (except defaulted interest) to the Persons
who are registered Holders of such Notes at the close of business on the June 1
or December 1 next preceding the Interest Payment Date, even if such Notes
are canceled after such record date and on or before such Interest Payment
Date, except as provided in Section 2.12 of the Indenture with respect to
defaulted interest.  The Notes of this
series will be payable as to principal, premium and interest at the office or
agency of the Company maintained for such purpose within or without the City
and State of New York, or, at the option of the Company, payment of interest
may be made by check mailed to the Holders at their addresses set forth in the
register of Holders; provided that
payment by wire transfer of immediately available funds will be required with
respect to principal of and interest and premium on all Global Notes.  Such payment will be 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.


 


(3)           PAYING AGENT
AND REGISTRAR.  Initially,
U.S. Bank National Association, the Trustee under the Indenture, will act as
Paying Agent and Registrar.  The Company
may change any Paying Agent or Registrar without notice to any Holder; provided, however, that the Company shall at all times
maintain a Paying Agent in the Borough of Manhattan, The City of New York.  The Company or any of its Subsidiaries may
act in any such capacity.


 


(4)           INDENTURE.  The Company issued the Notes of this series
under an Indenture dated as of December 21, 2007 (the “Indenture”) among the Company and the Trustee.  The terms of such Notes include those stated
in the Indenture.  The Notes of this
series are subject to all such terms, and Holders are referred to the Indenture
for a statement of such terms.  To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be
controlling.  The Notes of this series
are unsecured obligations of the Company. 
The Indenture does not limit the amount of Notes of this 


 


A6-3

















 


series that can be
issued, and Additional Notes of this series may be issued as provided in the
Indenture without the consent of Holders.


 


(5)           OPTIONAL
REDEMPTION.  The Notes of this
series will be redeemable, at the option of the Company, in whole or in part,
at any time and from time to time prior to maturity, upon not less than 30 and
not more than 60 days notice mailed to each Holder of such Notes to be redeemed
at the Holder’s address appearing in the register of the Notes of this series,
at a price equal to 100% of the principal amount of the Notes of this series to
be redeemed plus accrued interest to the Redemption Date, subject to the right
of Holders of record on the relevant record date to receive interest due on an
Interest Payment Date that is on or prior to the Redemption Date, plus a
make-whole premium, if any. In no event will the Redemption Price ever be less
than 100% of the principal amount of the Notes of this series being redeemed
plus accrued interest to the Redemption Date.


 


The
amount of the make-whole premium on any Note, or portion of a Note, of this
series to be redeemed will be equal to the excess, if any, of:


 


(1)                                        the sum of the
present values, calculated as of the Redemption Date, of:


 


·                            each interest
payment that, but for the redemption, would have been payable on the Note, or
portion of a Note, of this series being redeemed on each Interest Payment Date
occurring after the Redemption Date, excluding any accrued interest for the
period prior to the Redemption Date; and


 


·                            the principal
amount that, but for the redemption, would have been payable at the stated
maturity of the Note, or portion of a Note, of this series being redeemed;


 


over


 


(2)                                        the principal
amount of the Note, or portion of a Note, being redeemed.


 


The
present value of interest and principal payments referred to in clause (1) above
will be determined in accordance with generally accepted principles of
financial analysis. The present values will be calculated by discounting the
amount of each payment of interest or principal from the date that each such
payment would have been payable, but for the redemption, to the Redemption Date
at a discount rate equal to the Treasury Yield, as defined below, plus 0.45%.


 


The
make-whole premium will be calculated by an independent investment banking
institution of national standing appointed by the Company. If the Company fails
to make that appointment at least 30 Business Days prior to the Redemption
Date, or if the institution so appointed is unwilling or unable to make the
calculation, the calculation will be made by one of Lehman Brothers Inc., Banc of
America Securities LLC or Deutsche Bank Securities Inc. If Lehman Brothers
Inc., Banc of America Securities LLC or Deutsche Bank Securities Inc. are
unwilling or unable to make the calculation, an independent investment banking
institution of national standing appointed by the Trustee will make the
calculation.


 


For
purposes of determining the make-whole premium, “Treasury
Yield” refers to an annual rate of interest equal to the weekly
average yield to maturity of United States Treasury Notes that have a constant
maturity that corresponds to the remaining term to maturity of the 


 


A6-4

















 


Notes of this series to be redeemed, calculated to
the nearer 1/12 of a year (the “Remaining Term”).
The Treasury Yield will be determined as of the third Business Day immediately
preceding the applicable Redemption Date.


 


The
weekly average yields of United States Treasury Notes will be determined by
reference to the most recent statistical release published by the Federal Reserve
Bank of New York and designated “H.15(519) Selected Interest Rates” or any
successor release (the “H.15 Statistical Release”).
If the H.15 Statistical Release sets forth a weekly average yield for United
States Treasury Notes having a constant maturity that is the same as the
Remaining Term of the Notes of this series to be redeemed, then the Treasury
Yield will be equal to that weekly average yield. In all other cases, the
Treasury Yield will be calculated by interpolation, on a straight-line basis, between
the weekly average yields on the United States Treasury Notes that have a
constant maturity closest to and greater than the Remaining Term of the Notes
of this series to be redeemed and the United States Treasury Notes that have a
constant maturity closest to and less than the Remaining Term, in each case as
set forth in the H.15 Statistical Release. Any weekly average yields so
calculated by interpolation will be rounded to the nearer 0.01%, with any
figure of 0.0050% or more being rounded upward. If weekly average yields for
United States Treasury Notes are not available in the H.15 Statistical Release
or otherwise, then the Treasury Yield will be calculated by interpolation of
comparable rates selected by the independent investment banking institution.


 


If
fewer than all of the Notes of this series are being redeemed, the Trustee will
select the Notes of such series to be redeemed pro rata or by any other method
deemed fair by the Trustee. Upon surrender of any Note redeemed in part, the
Holder will receive a new Note equal in principal amount to the unredeemed
portion of the surrendered Note.  The Trustee
may select for redemption Notes and portions of Notes in amounts of $1,000 and
whole multiples of $1,000 in excess thereof.


 


(6)           SPECIAL MANDATORY REDEMPTION;
SPECIAL OPTIONAL REDEMPTION.  If the
consummation of the MidCon Disposition and the MidCon Merger do not occur on or
before the 15th day prior to the Special Mandatory Redemption Date (the “Transaction Closing Deadline”) on substantially the terms
described in the Offering Memorandum, the Company will redeem all and not less
than all of the Notes then outstanding, on or prior to the Special Mandatory
Redemption Date (the “Special Mandatory
Redemption”).  In addition, in
the event that at any time the Company determines that the MidCon Disposition
will not be consummated on substantially the terms described in the Offering
Memorandum, on or prior to the Transaction Closing Deadline, the Company will
be entitled to effect a special optional redemption of all and not less than
all of the Notes then outstanding (the “Special Optional
Redemption”).  In the event of
a Special Mandatory Redemption or a Special Optional Redemption, the Redemption
Price will be equal to 101% of the aggregate principal amount of the Notes plus
accrued interest to, but not including, the Redemption Date, and in either such
event, the Company would redeem all and not less than all the Notes upon not
less than 10 and not more than 60 days notice mailed to each Holder of the Notes
to be redeemed at the Holder’s address appearing in the Note register.


 


(7)           REPURCHASE
AT THE OPTION OF HOLDER.  If
there is a Change of Control Triggering Event with respect to the Notes of this
series, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder
of such Notes to repurchase all or any part (equal to $1,000 or an integral
multiple of $1,000) of each Holder’s Notes of this series at a purchase price
equal to 101% of the aggregate principal amount of Notes repurchased plus
accrued and unpaid interest on the Notes repurchased to the date of purchase,
subject to the rights of Holders on the relevant record date to receive
interest due on the relevant interest payment date 


 


A6-5

















 


(the “Change of Control Payment”). 
Within 30 days following any Change of Control Triggering Event with
respect to the Notes of this series, the Company will mail a notice to each
Holder of Notes of such series setting forth the procedures governing the
Change of Control Offer as required by the Indenture.  Holders of Notes that are the subject of an
offer to purchase may elect to have such Notes purchased by completing the form
entitled “Option of Holder to Elect Purchase” attached to the Notes.


 


(8)           DENOMINATIONS,
TRANSFER, EXCHANGE.  The Notes
are in registered form without coupons in denominations of $2,000 and integral
multiples of $1,000 in excess thereof. 
The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture.  The Registrar
and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a
Holder to pay any taxes and fees required by law or permitted by the Indenture.  The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part.  Also, the Company need not exchange or
register the transfer of any Notes for a period of 15 days before a selection
of Notes to be redeemed or during the period between a record date and the
corresponding Interest Payment Date.


 


This Regulation S Temporary Global Note is
exchangeable in whole or in part for one or more Global Notes of the same
series only (i) on or after the termination of the 40-day distribution
compliance period (as defined in Regulation S) and (ii) upon presentation
of certificates (accompanied by an Opinion of Counsel, if applicable) required
by Article 2 of the Indenture.  Upon
exchange of this Regulation S Temporary Global Note for one or more Global
Notes of the same series, the Trustee shall cancel this Regulation S Temporary
Global Note.


 


If this Regulation S Temporary Global Note is
exchanged for a Regulation S Permanent Global Note between a record date for a
payment of interest and the related Interest Payment Date, then (1) no
interest shall be paid on this Regulation S Temporary Global Note, which shall
be cancelled in accordance with the Indenture, (2) interest on such
Interest Payment Date will be paid on the corresponding Regulation S Permanent
Global Note in the same aggregate amount as would have been paid on this
Regulation S Temporary Global Note, and (3) with respect to such interest
payment, the registered Holders of this Regulation S Temporary Global Note
shall be deemed to be the registered Holders of the corresponding Regulation S
Permanent Global Note on such record date.


 


(9)           PERSONS
DEEMED OWNERS.  The registered
Holder of a Note may be treated as its owner for all purposes.


 


(10)         AMENDMENT,
SUPPLEMENT AND WAIVER. 
Subject to certain exceptions, the Indenture or the Notes may be amended
or supplemented with the consent of the Holders of at least a majority in
aggregate principal amount of the then outstanding Notes of each series
(including any Additional Notes of such series) affected by such amendment or
supplement voting as a separate class, and any existing Default or Event of
Default or compliance with any provision of the Indenture or the Notes may be
waived with respect to the Notes of each series with the consent of the Holders
of a majority in aggregate principal amount of the then outstanding Notes of
such series voting as a separate class.


 


(11)         TRUSTEE
DEALINGS WITH COMPANY.  The
Trustee, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Company or any 


 


A6-6

















 


Affiliate of the
Company, and may otherwise deal with the Company or any Affiliate of the
Company, as if it were not the Trustee.


 


(12)         NO RECOURSE
AGAINST OTHERS.  A director,
officer, employee, incorporator, stockholder, member, manager or partner of the
Company, as such, will not have any liability for any obligations of the
Company under the Notes, the Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation.  Each Holder by accepting a Note waives and
releases all such liability.  The waiver
and release are part of the consideration for the issuance of the Notes.


 


(13)         AUTHENTICATION.
 This Note will not be valid
until authenticated by the manual signature of the Trustee or an authenticating
agent.


 


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


 


(15)         CUSIP
NUMBERS.  Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the Notes,
and the Trustee may use CUSIP numbers in notices as a convenience to
Holders.  No representation is made as to
the accuracy of such numbers either as printed on the Notes or as contained in
any notice, and reliance may be placed only on the other identification numbers
placed thereon.


 


(16)         EVENTS OF
DEFAULT.  If an Event of
Default with respect to the Notes of this series shall occur and be continuing,
the principal of and accrued but unpaid interest on the Notes of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture.


 


(17)         LIMITATION
ON SUITS.  As provided in and
subject to the provisions of the Indenture, except to enforce the right to
receive payment of principal or interest when due, no Holder may pursue any
remedy with respect to the Indenture or the Notes of any series unless such
Holder has previously given the Trustee notice that an Event of Default is
continuing; Holders of at least 25% in aggregate principal amount of the
outstanding Notes of such series have requested the Trustee to pursue the
remedy; such Holders have offered the Trustee reasonable security or indemnity
against any loss, liability or expense; the Trustee has not complied with such
request within 60 days after the receipt thereof and the offer of security or
indemnity; and Holders of a majority in aggregate principal amount of the
outstanding Notes of such series have not given the Trustee a direction
inconsistent with such request within such 60-day period.


 


(18)         OBLIGATION
TO PAY.  No reference herein
to the Indenture and no provision of this Note or of the Indenture shall,
without the consent of the Holder, alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Note at the times, place(s) and rate, and in the coin or
currency, herein prescribed.


 


(19)         GLOBAL
SECURITIES.  This Global Note
or portion hereof may not be exchanged for Definitive Notes of this series
except in the limited circumstances provided in the Indenture.  The holders of beneficial interests in this
Global Note will not be entitled to receive physical 


 


A6-7

















 


delivery of
Definitive Notes of this series except as described in the Indenture and will
not be considered the Holders thereof for any purpose under the Indenture.


 


(20)         SATISFACTION
AND DISCHARGE.  The Indenture
contains provisions that relieve the Company from the obligation to comply with
certain restrictive covenants in the Indenture and for satisfaction and
discharge at any time of the entire indebtedness upon compliance by the Company
with certain conditions set forth in the Indenture.


 


(21)         GOVERNING
LAW.  THE LAWS OF THE STATE OF
NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THIS NOTE.


 


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


 


NGPL
PipeCo LLC


c/o
Knight Inc.


500
Dallas Street, Suite 1000


Houston,
Texas 77002


Telecopier
No.:  (713) 495-2813


Attention:
Treasurer


 


A6-8

















 


ASSIGNMENT
FORM


 


To assign this Note, fill in the form below:


 


	
  (I) or (we) assign and transfer this Note to:

  	
   

  



(Insert assignee’s legal name)


 




 





(Insert assignee’s soc. sec. or tax I.D. no.)


 




 





 




 





 




 





 




 





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


 


	
  and irrevocably appoint

  	
   

  



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


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  
								



 






*              Participant
in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).


 


A6-9

















 


OPTION
OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have
this Note purchased by the Company pursuant to Section 4.08 of the
Indenture, check the following box:   o


 


If you want to elect to have only part of the Note
purchased by the Company pursuant to Section 4.08 of the Indenture, state
the amount you elect to have purchased:


 


$


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  Tax Identification No.:

  	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  
									



 






*              Participant in a recognized
Signature Guarantee Medallion Program (or other signature guarantor acceptable
to the Trustee).


 


A6-10

















 


SCHEDULE
OF EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY GLOBAL NOTE


 


The following exchanges of a part of this
Regulation S Temporary Global Note for an interest in another Global Note of
the same series, or exchanges of a part of another Restricted Global Note of
the same series for an interest in this Regulation S Temporary Global Note,
have been made:


 


	
  Date of Exchange

  	
   

  	
  Amount of decrease in 

  Principal Amount of 

  this Global Note

  	
   

  	
  Amount of increase in 

  Principal Amount

  of this Global Note

  	
   

  	
  Principal Amount of 

  this Global Note 

  following such 

  decrease

  (or increase)

  	
   

  	
  Signature of authorized 

  officer of Trustee or 

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A6-11

















 


EXHIBIT B


 


FORM OF
CERTIFICATE OF TRANSFER


 


NGPL
PipeCo LLC


c/o
Knight Inc.


500
Dallas Street, Suite 1000


Houston,
Texas 77002


 


U.S.
Bank National Association


5555
San Felipe Street, Suite 1150


Houston,
Texas  77056


Attention:  Corporate Trust Department


 


Re:                                      % Senior Notes
due 20


 


Reference is hereby made to the Indenture,
dated as of December 21, 2007 (the “Indenture”),
among NGPL PipeCo LLC, as issuer (the “Company”), and
U.S. Bank National Association, as Trustee. 
Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.


 


                                      ,
(the “Transferor”) owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $                      
in such Note[s] or interests (the “Transfer”),
to                                                        
(the “Transferee”), as further specified in
Annex A hereto.  In connection with the
Transfer, the Transferor hereby certifies that:


 


[CHECK
ALL THAT APPLY]


 


1.             o  Check if Transferee will take delivery of a
beneficial interest in a 144A Global Note or a Restricted Definitive Note
pursuant to Rule 144A. 
The Transfer is being effected pursuant to and in accordance with Rule 144A
under the Securities Act of 1933, as amended (the “Securities
Act”), and, accordingly, the Transferor hereby further certifies
that the beneficial interest or Definitive Note is being transferred to a
Person that the Transferor reasonably believed and believes is purchasing the
beneficial interest or Definitive Note for its own account, or for one or more
accounts with respect to which such Person exercises sole investment
discretion, and such Person and each such account is a “qualified institutional
buyer” within the meaning of Rule 144A in a transaction meeting the
requirements of Rule 144A, and such Transfer is in compliance with any
applicable blue sky securities laws of any state of the United States.  Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the 144A Global Note and/or the Restricted
Definitive Note and in the Indenture and the Securities Act.


 


2.             £  Check if Transferee will take delivery of a
beneficial interest in a Regulation S Temporary Global Note, a Regulation S
Permanent Global Note or a Restricted Definitive Note pursuant to Regulation S.  The Transfer is being effected pursuant to
and in accordance with Rule 903 or Rule 904 under the Securities Act
and, accordingly, the Transferor hereby further certifies that (i) the
Transfer is not being made to a Person in the United States and (x) at the
time the buy order was originated, the Transferee was outside the United States
or such Transferor and any Person acting on its behalf reasonably believed and
believes that the Transferee was outside the United States or (y) the
transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the
United States, (ii) no directed selling efforts have been made in
contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S under the Securities Act, (iii) the transaction is not part
of a plan or scheme to evade the registration requirements of the Securities
Act and (iv) if the


 

















 


proposed transfer is being made prior to the
expiration of the Restricted Period and the issuance of a Regulation S
Permanent Global Notes of the series referenced above, (x) the transfer is
not being made to a U.S. Person or for the account or benefit of a U.S. Person
(other than an Initial Purchaser) and (y) the interest transferred will be
held immediately thereafter through Euroclear or Clearstream.  Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on Transfer enumerated
in the Private Placement Legend printed on the Regulation S Permanent Global
Note, the Regulation S Temporary Global Note and/or the Restricted Definitive
Note and in the Indenture and the Securities Act.


 


3.             £  Check and complete if Transferee will take
delivery of a beneficial interest in an IAI Global Note or a Restricted
Definitive Note pursuant to any provision of the Securities Act other than Rule 144A
or Regulation S.  The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):


 


(a)           £  such Transfer is being effected pursuant to
and in accordance with Rule 144 under the Securities Act;


 


or


 


(b)           £  such Transfer is being effected to the
Company or a subsidiary thereof;


 


or


 


(c)           £  such Transfer is being effected pursuant to
an effective registration statement under the Securities Act and in compliance
with the prospectus delivery requirements of the Securities Act;


 


or


 


(d)           £  such Transfer is being effected to an
Institutional Accredited Investor and pursuant to an exemption from the
registration requirements of the Securities Act other than Rule 144A, Rule 144,
Rule 903 or Rule 904, and the Transferor hereby further certifies
that it has not engaged in any general solicitation within the meaning of
Regulation D under the Securities Act and the Transfer complies with the
transfer restrictions applicable to beneficial interests in a Restricted Global
Note or Restricted Definitive Notes and the requirements of the exemption
claimed, which certification is supported by (1) a certificate executed by
the Transferee in the form of Exhibit D to the Indenture and (2) if
such Transfer is in respect of a principal amount of Notes at the time of
transfer of less than $250,000, an Opinion of Counsel reasonably acceptable to
the Company provided by the Transferor or the Transferee (a copy of which the
Transferor has attached to this certification), to the effect that such
Transfer is in compliance with the Securities Act.  Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the IAI Global Note and/or the Restricted
Definitive Notes and in the Indenture and the Securities Act.


 


B-2

















 


4.             £  Check if Transferee will take delivery of a
beneficial interest in an Unrestricted Global Note or of an Unrestricted
Definitive Note.


 


(a)           £  Check if Transfer is pursuant to Rule 144.  (i) The Transfer is being effected
pursuant to and in accordance with Rule 144 under the Securities Act and
in compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any state of the United States and (ii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities
Act.  Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on the
Restricted Global Notes and/or the Restricted Definitive Notes and in the Indenture.


 


(b)           £  Check if Transfer is Pursuant to Regulation S.  (i) The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any state of the
United States and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. 
Upon consummation of the proposed Transfer in accordance with the terms
of the Indenture, the transferred beneficial interest or Definitive Note will
no longer be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Global Notes and/or the Restricted
Definitive Notes and in the Indenture.


 


(c)           £  Check if Transfer is Pursuant to Other Exemption.  (i) The Transfer is being effected
pursuant to and in compliance with an exemption from the registration requirements
of the Securities Act other than Rule 144, Rule 903 or Rule 904
and in compliance with the transfer restrictions contained in the Indenture and
any applicable blue sky securities laws of any State of the United States and (ii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities
Act.  Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will not be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the
Restricted Global Notes and/or the Restricted Definitive Notes and in the
Indenture.


 


This certificate and the statements contained
herein are made for your benefit and the benefit of the Company.


 


 


	
   

  	
   

  
	
   

  	
  [Insert
  Name of Transferor]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
							



 


B-3

















 


ANNEX
A TO CERTIFICATE OF TRANSFER


 


1.             The Transferor owns and proposes to
transfer the following:


 


[CHECK
ONE OF (a) OR (b)]


 


(a)           £  a beneficial interest in:


 


(i)            £  a 144A Global Note (CUSIP                   ),
or


 


(ii)           £  a Regulation S Global Note (CUSIP                   ),
or


 


(iii)          £  an IAI Global Note (CUSIP                   );
or


 


(b)           £  a Restricted Definitive Note.


 


2.             After the Transfer the Transferee will
hold:


 


[CHECK
ONE]


 


(a)           £  a beneficial interest in:


 


(i)            £  a 144A Global Note (CUSIP                   ),
or


 


(ii)           £  a Regulation S Global Note (CUSIP                   ),
or


 


(iii)          £  an IAI Global Note (CUSIP                   );
or


 


(iv)          £  an Unrestricted Global Note (CUSIP                   );
or


 


(b)           £  a Restricted Definitive Note; or


 


(c)           £  an Unrestricted Definitive Note,


 


in accordance with the terms
of the Indenture.


 


B-4

















 


EXHIBIT C


 


FORM OF
CERTIFICATE OF EXCHANGE


 


NGPL
PipeCo LLC


c/o
Knight Inc.


500
Dallas Street, Suite 1000


Houston,
Texas 77002


 


U.S.
Bank National Association


5555
San Felipe Street, Suite 1150


Houston,
Texas  77056


Attention:  Corporate Trust Department


 


Re:        %
Senior Notes due 20


 


(CUSIP
                        )


 


Reference is hereby made to the Indenture,
dated as of December 21, 2007 (the “Indenture”),
among NGPL PipeCo LLC, as issuer (the “Company”), and
U.S. Bank National Association, as Trustee. 
Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.


 


                                                    ,
(the “Owner”) owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $                        
in such Note[s] or interests (the “Exchange”).  In connection with the Exchange, the Owner
hereby certifies that:


 


Exchange of Restricted Definitive
Notes or Beneficial Interests in a Restricted Global Note for Unrestricted
Definitive Notes or Beneficial Interests in an Unrestricted Global Note


 


(a)           £  Check if Exchange is from beneficial interest in a Restricted Global
Note to beneficial interest in an Unrestricted Global Note.  In connection with the Exchange of the Owner’s
beneficial interest in a Restricted Global Note of the series referenced above for
a beneficial interest in an Unrestricted Global Note of the same series and in
an equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Global Notes and pursuant to and in accordance with the
Securities Act of 1933, as amended (the “Securities Act”),
(iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the beneficial interest in an Unrestricted
Global Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.


 


(b)           £  Check if Exchange is from Restricted Definitive Note to Unrestricted
Definitive Note.  In
connection with the Owner’s Exchange of a Restricted Definitive Note of the
series referenced above for an Unrestricted Definitive Note of the same series in
an equal principal amount, the Owner hereby certifies (i) the Unrestricted
Definitive Note is being acquired for the Owner’s own account without transfer,
(ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.


 

















 


This certificate and the statements contained
herein are made for your benefit and the benefit of the Company.







	
   

  	
   

  
	
   

  	
  [Insert
  Name of Owner]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
							



 


C-2

















 


EXHIBIT D


 


FORM OF
CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR


 


NGPL
PipeCo LLC


c/o
Knight Inc.


500
Dallas Street, Suite 1000


Houston,
Texas 77002


 


U.S.
Bank National Association


5555
San Felipe Street, Suite 1150


Houston,
Texas  77056


Attention:  Corporate Trust Department


 


Re:          %
Senior Notes due 20


 


Reference is hereby made to the Indenture,
dated as of December 21, 2007 (the “Indenture”),
among NGPL PipeCo LLC, as issuer (the “Company”), and
U.S. Bank National Association, as Trustee. 
Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.


 


In connection with our proposed purchase of $                        
aggregate principal amount of:


 


(a)           £  a
beneficial interest in a Global Note of the series referenced above, or


 


(b)           £  a
Definitive Note of such series,


 


we confirm that:


 


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


 


2.             We
understand that the offer and sale of the Notes have not been registered under
the Securities Act, and that the Notes and any interest therein may not be
offered or sold except as permitted in the following sentence.  We agree, on our own behalf and on behalf of
any accounts for which we are acting as hereinafter stated, that if we should
sell the Notes or any interest therein, we will do so only (A) to the
Company or any subsidiary thereof, (B) in accordance with Rule 144A
under the Securities Act to a “qualified institutional buyer” (as defined
therein), (C) to an institutional “accredited investor” (as defined below)
that, prior to such transfer, furnishes (or has furnished on its behalf by a
U.S. broker-dealer) to you and to the Company a signed letter substantially in
the form of this letter and, if such transfer is in respect of a principal
amount of Notes at the time of transfer of less than $250,000, an Opinion of
Counsel reasonably acceptable to the Company to the effect that such transfer
is in compliance with the Securities Act, (D) outside the United States in
accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant
to the provisions of Rule 144(k) under the Securities Act or (F) pursuant
to an effective registration statement under the Securities Act, and we further
agree to provide to any Person purchasing the Definitive Note or beneficial
interest in a Global Note from us in a transaction meeting the requirements of
clauses (A) through (E) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.


 


3.             We
understand that, on any proposed resale of the Notes or beneficial interest
therein, we will be required to furnish to you and the Company such
certifications, legal opinions and other


 

















 


information as you and the Company may reasonably
require to confirm that the proposed sale complies with the foregoing
restrictions.  We further understand that
the Notes purchased by us will bear a legend to the foregoing effect.


 


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


 


5.             We
are acquiring the Notes or beneficial interest therein purchased by us for our
own account or for one or more accounts (each of which is an institutional “accredited
investor”) as to each of which we exercise sole investment discretion.


 


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


 


	
   

  	
   

  
	
   

  	
  [Insert
  Name of Accredited Investor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
							



 


D-2