exhibit4a.htm


    

      
        

      

EXHIBIT
4.A

    
      
        
 

        


        


        TENNESSEE
GAS PIPELINE COMPANY

         

        ISSUER

         

         

        AND

         

         

         

        WILMINGTON
TRUST COMPANY

         

        TRUSTEE

         

        ___________________________________

         

         

        SIXTH
SUPPLEMENTAL INDENTURE

         

        DATED
AS OF JANUARY 27, 2009

         

        TO

         

        INDENTURE

         

        DATED
AS OF MARCH 4, 1997

         

         

        8.000%
NOTES DUE 2016

        


        


        


         

        
           

          
 

          
            
              
                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

          


                  SIXTH SUPPLEMENTAL INDENTURE, dated
as of January 27, 2009 (herein called the “Sixth
Supplemental Indenture”), between TENNESSEE GAS PIPELINE COMPANY, a
Delaware corporation (herein called the “Company”),
having its principal office at 1001 Louisiana Street, Houston, Texas 77002 and
WILMINGTON TRUST COMPANY, (as successor to JPMorgan Chase Bank (formerly known
as The Chase Manhattan Bank)), a banking corporation duly organized and existing
under the laws of the State of Delaware, as trustee under the Indenture referred
to below (herein called the “Trustee”).

           

          RECITALS OF THE
COMPANY

           

          WHEREAS, the Company has heretofore
executed and delivered to the Trustee the Indenture, dated as of March 4, 1997
(herein called the “Original
Indenture”), providing for the issuance from time to time of one or more
series of the Company’s unsecured debentures, notes or other evidences of
indebtedness (herein called the “Securities”),
the terms of which are to be determined as set forth in Section 301 of the
Original Indenture; and

           

          WHEREAS, Section 901 of the Original
Indenture provides, among other things, that the Company and the Trustee may
enter into indentures supplemental to the Original Indenture for, among other
things, the purpose of establishing the form or terms of Securities of any
series as permitted by Sections 201 and 301 of the Original Indenture;
and

           

          WHEREAS, the Company desires to
create a series of the Securities in an aggregate principal amount of
$250,000,000, which series shall be designated the 8.000% Notes due 2016 (the
“Notes”),
and all action on the part of the Company necessary to authorize the issuance of
the Notes under the Original Indenture and this Sixth Supplemental Indenture has
been duly taken; and

           

          WHEREAS, all acts and things
necessary to make the Notes, when executed by the Company and completed,
authenticated and delivered by the Trustee as provided in the Original Indenture
and this Sixth Supplemental Indenture, the valid and binding obligations of the
Company and to constitute these presents a valid and binding supplemental
indenture and agreement according to its terms, have been done and
performed;

           

          NOW, THEREFORE, THIS SIXTH
SUPPLEMENTAL INDENTURE WITNESSETH:

           

          That in consideration of the
premises and the issuance of the Notes, the Company covenants and agrees with
the Trustee, for the equal and proportionate benefit of all Holders of the
Notes, as follows:

           

           

          
            
              
              

            

            
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          ARTICLE
1

           

          Definitions

           

          Section
1.01.  Defined
Terms; Vote and Consent.  For purposes hereof, capitalized
terms used herein and not otherwise defined herein or in the recitals shall have
the meanings assigned to such terms in the Original Indenture. For all purposes
of this Sixth Supplemental Indenture and the Original Indenture, as amended by
this Sixth Supplemental
Indenture, the term “Notes”
shall include the Initial 2016 Notes (as defined below) and any Exchange Notes
(as defined below) to be issued and exchanged for any Initial 2016 Notes
pursuant to the Registration Rights Agreement (as defined below) and this Sixth
Supplemental Indenture.  For purposes of the Original Indenture, as
amended by this Sixth Supplemental Indenture, all Initial 2016 Notes and
Exchange Notes shall vote and consent together as one series of Securities and
shall not have the right to vote and consent as a series separate from one
another on any matter under the Original Indenture, as so amended by this Sixth
Supplemental Indenture.

           

          Section
1.02.  Definitions.  The
following terms have the meanings given to them in this Section
1.02:

           

          “Additional
Interest” shall have the meaning assigned to that term in Section
2.03.

           

          “Closing
Date” means January 27, 2009.

           

           “Distribution
Compliance Period” shall have the meaning assigned to that term in
Section 3.04(a).

           

          “Exchange
Notes” means any securities issued by the Company pursuant to the
Exchange Offer or otherwise pursuant to an effective Registration and containing
terms identical in all material respects to the Initial 2016 Notes for which
they are exchanged except that (i) interest thereon shall accrue from the last
date on which interest was paid on the Initial 2016 Notes or, if no such
interest has been paid, from the date of issuance of the Initial 2016 Notes,
(ii) the Exchange Notes will not contain the legend appearing on the face of the
Initial 2016 Notes in the form recited in this Sixth Supplemental Indenture and
will not contain terms with respect to transfer restrictions and (iii) the
Exchange Notes will not contain terms with respect to the payment of Additional
Interest for failure to comply with the Registration Rights
Agreement.

           

          “Exchange
Offer” means the exchange offer by the Company of Exchange Notes for
Initial 2016 Notes pursuant to the Registration Rights Agreement.

           

          “Global
Security” shall have the meaning set forth in Section
2.02.

           

          “Initial
2016 Notes” means the Notes issued under this Sixth Supplemental
Indenture which are not Exchange Notes.

           

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

           

          “Registration”
means a registered exchange offer for the Notes by the Company or other
registration of the Notes under the Securities Act pursuant to and in accordance
with the terms of the Registration Rights Agreement.

           

          “Registration
Default” shall have the meaning set forth in Section 2.03.

           

          “Registration
Rights Agreement” means the Registration Rights Agreement, dated as of
January 27, 2009, among the Company and Banc of America Securities LLC, Credit
Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., and Greenwich
Capital Markets, Inc., on behalf of the initial purchasers of the
Notes.

           

           

           

          
            
              
              

            

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

           

          “Regulation
S Global Security” shall have the meaning set forth in Section
2.02.

           

          “Restricted
Legend” means the legend initially set forth on the Notes in the form set
forth in Section 3.02 hereof.

           

          “Restricted
Security” shall have the meaning set forth in Section
3.02(b).

           

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

           

          “Rule
144A Global Security” shall have the meaning set forth in Section
2.02.

           

          “Securities
Act” shall have the meaning set forth in Section 3.02(b)(1).

           

           

          ARTICLE
2 

           

          Terms
and Issuance of 8.000% Notes Due 2016

           

          Section
2.01.  Issue
of Notes.  A series of Securities which shall be designated the
“8.000% Notes due 2016” shall be executed, authenticated and delivered in
accordance with the provisions of, and shall in all respects be subject to, the
terms, conditions and covenants of the Original Indenture, including without
limitation the terms set forth in this Sixth Supplemental Indenture (including
the form of Notes referred to in Section 2.02 hereof). The aggregate
principal amount of Notes which may be authenticated and delivered shall be
$250,000,000 (subject to Notes authenticated and delivered as provided in
Section 2.04 of this Sixth Supplemental Indenture or upon registration of
transfer of, or in exchange for, or in lieu of, other Notes of this series
pursuant to Section 304, 305, 306, 906 or 1107 under the Original
Indenture).  The entire amount of Notes may forthwith be executed by
the Company and delivered to the Trustee and shall be authenticated by the
Trustee and delivered to or upon the order of the Company pursuant to Section
303 of the Original Indenture.

           

          Section
2.02.  Forms
of Notes and Authentication Certificate.  Notes offered and
sold to QIBs in reliance on Rule 144A will be issued in the form of one or more
registered notes in global form without interest coupons (the “Rule
144A Global Securities”), and Notes offered and sold in offshore
transactions to non-U.S. persons in reliance on Regulation S, will be issued in
the form of one or more registered notes in global form without interest coupons
(the “Regulation
S Global Securities”), in each case pursuant to Section 204 of the
Original Indenture (each, a “Global
Security”), with the Global Securities legend and, if applicable, the
restricted securities legend set forth in Section 3.02 hereof and registered in
the name of the Depositary or its nominee. The Depository Trust Company shall be
the Depositary for such Global Securities. The forms and terms of the Notes and
the Trustee’s certificate of authentication shall be substantially as set forth
on Exhibit A hereto. The terms and provisions contained in the form of Notes set
forth in Exhibit A shall constitute, and are hereby expressly made, a part of
the Original Indenture as supplemented by this Sixth Supplemental
Indenture.

           

           

           

          
            
              
              

            

            
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          Section
2.03.  Registration
Default.  In the event that a Registration Default (as defined
in the Registration Rights Agreement) occurs, the Company shall pay additional
interest (in addition to the interest otherwise due) (“Additional
Interest”) to the Holder during the first 90-day period immediately
following the occurrence of any such Registration Default in an amount equal to
0.25% per annum (regardless of the number of Registration Defaults), increasing
by 0.25% per annum with respect to each subsequent 90-day period, up to a
maximum of 1.00% per annum, from and including the date on which any such
Registration Default shall occur (subject to the terms of the Registration
Rights Agreement) to but excluding the earlier of (1) the date on which all such
Registration Defaults have been cured or (2) the date on which all the Notes
otherwise become freely transferable by Holders other than affiliates of the
Company without further registration under the Securities Act.  The
Company shall pay amounts due in respect of Additional Interest on each Interest
Payment Date (or, if the Company shall default in the payment of interest on any
Interest Payment Date, on the date such interest is otherwise paid as provided
in the Original Indenture).

           

          Section
2.04.  Additional
Notes. This series of Notes may be reopened, without the consent of the
Holders thereof, for increases in the aggregate principal amount of the Notes
and issuance of additional Notes of this series ranking equally with these Notes
in all respects, so that such additional Notes shall be consolidated and form a
single series with these Notes and shall have the same terms as to status,
redemption or otherwise as these Notes, provided,
however,
that no Event of Default has occurred or is continuing with respect to such
Notes.

           

           

          ARTICLE
3 

           

          Transfer
and Exchange

           

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

           

          Section
3.02.  Legends.
(a) Each Global Security shall bear the following legend on the face
thereof:

           

          THIS NOTE IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY
NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN
THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO
SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE. EVERY NOTE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF,
TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS NOTE SHALL BE A GLOBAL
SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.

           

           

           

          
            
              
              

            

            
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          UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.

           

          (b) Except as otherwise provided in
Section 3.03, each Note that is an Initial 2016 Note (each a “Restricted
Security”) shall bear the following legend (the “Restricted
Legend”) on the face thereof:

           

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

           

          (2) THE HOLDER OF THIS NOTE AGREES
FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, OR (V) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS
DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT) THAT IS ACQUIRING THE NOTE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH
AN INSTITUTIONAL “ACCREDITED INVESTOR” FOR INVESTMENT PURPOSES AND NOT WITH A
VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION
OF THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A)
ABOVE.

           

           

           

          
            
              
              

            

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

           

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

           

          AS USED IN THIS NOTE, THE TERMS
“OFFSHORE TRANSACTION,” “U.S. PERSON” AND “UNITED STATES” HAVE THE MEANINGS
GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES
ACT.

           

          (c) Each Note shall
bear the following legend on the face thereof:

           

          THIS NOTE IS ISSUED
WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE RULES AND REGULATIONS
THEREUNDER. FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS NOTE, (1) THE ISSUE
PRICE IS $948.81; (2) THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS $51.19;
(3) THE ISSUE DATE IS JANUARY 27, 2009; AND (4) THE YIELD TO MATURITY
IS 9.000% PER ANNUM.

           

          Section
3.03.
Removal
of Restricted Legend. (i) If the Company determines (upon the advice of
counsel and such other certifications and evidence as the Company may reasonably
require) that any Note is eligible for resale pursuant to Rule 144 under the
Securities Act (or a successor provision) and that the Restricted Legend is no
longer necessary or appropriate in order to ensure that subsequent transfers of
such Note (or a beneficial interest therein) are effected in compliance with the
Securities Act, or (ii) (x) after an Initial 2016 Note is sold pursuant to an
effective Registration, pursuant to the Registration Rights Agreement (if
applicable) or otherwise, or (y) after an Initial 2016 Note is exchanged for an
Exchange Note, the Company may instruct the Trustee to cancel such Note and
issue to the Holder thereof (or to its transferee) an Exchange Note of like
tenor and amount, registered in the name of the Holder thereof (or its
transferee), that does not bear the Restricted Legend, and the Trustee will
comply with such instruction.

           

          Section
3.04.  Registration
of Transfer or Exchange.  The registration of transfer or
exchange of any Note (or a beneficial interest therein) that bears the
Restricted Legend may only be made in compliance with the provisions of the
Restricted Legend and as set forth below.

           

          
            (a)  Prior to the 40th day
after the later of the commencement of the offering of the Notes and the Closing
Date (such period through and including such 40th day, the “Distribution
Compliance Period”), transfers by an owner of a beneficial interest in a
Regulation S Global Security to a transferee who takes delivery of such interest
through a Rule 144A Global Security of that series will be made only upon
receipt by the Trustee of a written certification from the transferor of the
beneficial interest to the effect that such transfer is being made to a Person
whom the transferor reasonably believes is a QIB in a transaction meeting the
requirements of Rule 144A.

          

           

           

           

          
            
              
              

            

            
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          (b)  Transfers
by an owner of a beneficial interest in the Rule 144A Global Security to a
transferee who takes delivery through the Regulation S Global Security of that
series, whether before or after the expiration of the Distribution Compliance
Period, will be made only upon receipt by the Trustee of a certification from
the transferor to the effect that such transfer is being made in accordance with
Regulation S or Rule 144 under the Securities Act and that, if such transfer is
being made prior to the expiration of the Distribution Compliance Period, the
interest transferred will be held immediately thereafter through Euroclear Bank
S.A./NV, as operator of the Euroclear System or Clearstream Banking, societe
anonyme, Luxembourg.

           

          (c)  Any
beneficial interest in one of the Global Securities that is transferred to a
Person who takes delivery in the form of an interest in another Global Security
of that series will, upon transfer, cease to be an interest in the initial
Global Security of that series and will become an interest in the other Global
Security of that series and, accordingly, will thereafter be subject to all
transfer restrictions, if any, and other procedures applicable to beneficial
interests in such other Global Security of that series for as long as it remains
such an interest.

           

          Section
3.05.  Preservation
of Information. The Trustee will retain copies of all certificates,
opinions and other documents received in connection with the registration of
transfer or exchange of a Note (or a beneficial interest therein) in accordance
with its customary policy, and the Company will have the right to inspect and
make copies thereof at any reasonable time upon written notice to the
Trustee.

           

          Section
3.06.  Acknowledgment
of Restrictions; Indemnification; No Obligation of Trustee.  By
its acceptance of any Note bearing the Restricted Legend, each Holder of such a
Note acknowledges the restrictions on registrations of transfer of such Note set
forth in this Sixth Supplemental Indenture and in the Restricted Legend and
agrees that it will register the transfer of such Note only as provided in this
Sixth Supplemental Indenture.  The Security Registrar shall not
register a transfer of any Note unless such transfer complies with the
restrictions on transfer of such Note set forth in this Sixth Supplemental
Indenture.  In connection with any registration of transfer of Notes,
each Holder agrees by its acceptance of the Notes to furnish the Security
Registrar or the Company such certifications, legal opinions or other
information as either of them may reasonably require to confirm that such
registration of transfer is being made pursuant to an exemption from, or a
transaction not subject to, the registration requirements of the Securities Act;
provided that the Security Registrar shall not be required to determine (but may
rely on a determination made by the Company with respect to) the sufficiency of
any such certifications, legal opinions or other
information.

           

          The Security
Registrar shall retain copies of all letters, notices and other written
communications received pursuant to the Indenture in accordance with its
customary policy.  The Company shall have the right to inspect and
make copies of all such letters, notices or other written communications at any
reasonable time upon the giving of reasonable written notice to the Security
Registrar.

           

           

           

           

          
            
              
              

            

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

           

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

           

          ARTICLE
4 

           

          Miscellaneous

           

          Section
4.01.
Amendment to
Section 205 of the Original Indenture. From and after the date of this
Sixth Supplemental Indenture, Section 205 of the Original Indenture shall be
amended by deleting such provision in its entirety and replacing it with the
following:

           

          SECTION 205 Form of Trustee’s
Certificate of Authentication.  The Trustee’s certificates of
authentication shall be in substantially the following form:

           

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

           

          WILMINGTON TRUST
COMPANY,

          AS TRUSTEE

           

           

          By:
__________________________

          Authorized
Officer

           

          Section
4.02.  Execution
as Supplemental Indenture.  This Sixth Supplemental Indenture
is executed and shall be construed as an indenture supplemental to the Original
Indenture and, as provided in the Original Indenture, this Sixth Supplemental
Indenture forms a part thereof. Except as herein expressly otherwise defined,
the use of the terms and expressions herein is in accordance with the
definitions, uses and constructions contained in the Original
Indenture.

           

          Section
4.03.  Responsibility
for Recitals, Etc.  The recitals herein and in the Notes
(except in the Trustee’s certificate of authentication) shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the
correctness thereof. The Trustee makes no representations as to the validity or
sufficiency of this Sixth Supplemental Indenture or of the Notes. The Trustee
shall not be accountable for the use or application by the Company of the Notes
or of the proceeds thereof.

           

           

           

          
            
              
              

            

            
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          Section
4.04.  Provisions
Binding on Company’s Successors.  All the covenants,
stipulations, promises and agreements in this Sixth Supplemental Indenture
contained by the Company shall bind its successors and assigns whether so
expressed or not.

           

          Section
4.05.  New
York Contract.  THIS SIXTH SUPPLEMENTAL INDENTURE AND EACH NOTE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.

           

          Section
4.06.  Execution
and Counterparts.  This Sixth Supplemental Indenture may be
executed with counterpart signature pages or in any number of counterparts, each
of which shall be an original but such counterparts shall together constitute
but one and the same instrument.

           

           

           

           

           

           

           

           

           

           

          
            
              
                 


              

              
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          IN WITNESS WHEREOF,
TENNESSEE GAS PIPELINE COMPANY has caused this Sixth Supplemental Indenture to
be executed in its corporate name by its Chairman of the Board or its President
or one of its Vice Presidents, and said WILMINGTON TRUST COMPANY has caused this
Sixth Supplemental Indenture to be executed in its corporate name by one of its
authorized representatives as of January 27, 2009.

          


           

          
            
              	 	      
                      TENNESSEE GAS
      PIPELINE COMPANY

                    	 
	 	 	 	 
	
                       

                    	
                      By:

                    	/s/  John H.
      Hopper	 
	 	 	Name:	John H.
      Hopper	 
	 	 	Title: 	Vice
      President and Treasurer 	 
	 	 	 	 	 


            



          
             

            
              
                	 	      
                              
                          WILMINGTON
      TRUST COMPANY,

                        

                      	 
	 	      
                        AS
      TRUSTEE 

                      	 
	 	 	 
	
                         

                      	
                        By:

                      	/s/  Michael
      G. Oller, Jr.	 
	 	 	Name:	Michael G.
      Oller, Jr.	 
	 	 	Title: 	Assistant
      Vice President	 
	 	 	 	 	 


              



          

           

           

           

           

           

           

           

           

           

           

           

           

           

           

           

          
 

          
            
              
                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

           

          
 

          EXHIBIT
A

          


          [THIS NOTE IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN
THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE TRANSFERRED
TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY
PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY
BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
EVERY NOTE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN
EXCHANGE FOR OR IN LIEU OF, THIS NOTE SHALL BE A GLOBAL SECURITY SUBJECT TO THE
FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

          


          UNLESS THIS NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN. ]1

          


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

           

          THE HOLDER OF THIS NOTE
AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), (IV) PURSUANT TO AN EFFECTIVE REGISTRATION 

           

            

          

          
                  1 Insert in Global
Securities only.

             

            
              
                
                

              

              
                A-1

                
                  

                

              

              
                
                

              

            

          

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

           

          THE HOLDER AGREES
THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

           

          THE HOLDER AGREES
THAT, BEFORE THE HOLDER OFFERS, SELLS OR OTHERWISE TRANSFERS THIS NOTE,
TENNESSEE GAS PIPELINE COMPANY MAY REQUIRE THE HOLDER OF THIS NOTE TO DELIVER A
WRITTEN OPINION, CERTIFICATIONS AND/OR OTHER INFORMATION THAT IT REASONABLY
REQUIRES TO CONFIRM THAT SUCH PROPOSED TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

           

          AS USED IN THIS NOTE, THE TERMS
“OFFSHORE TRANSACTION,” “U.S. PERSON” AND “UNITED STATES” HAVE THE MEANINGS
GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT.]2

          


          THIS NOTE IS ISSUED
WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE RULES AND REGULATIONS
THEREUNDER. FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS NOTE, (1) THE ISSUE
PRICE IS $948.81; (2) THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS $51.19;
(3) THE ISSUE DATE IS JANUARY 27, 2009; AND (4) THE YIELD TO MATURITY
IS 9.000% PER ANNUM.

          
             

            
              

            

          

          
            
                  2 Insert in Restricted
Securities only.

               

            

          

          
            
              
              

            

            
              A-2

              
                

              

            

            
              
              

            

             

             

          

          TENNESSEE GAS
PIPELINE COMPANY

          


          8.000% NOTE DUE
2016

          


          


          NO.______                                                                                                                                                          U.S.$__________

          CUSIP
No.  _____

          


                TENNESSEE GAS PIPELINE COMPANY, a
corporation duly incorporated and existing under the laws of Delaware (herein
called the “Company,”
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to [Cede &
Co.]3, or registered assigns, the
principal sum of ___________________ United States Dollars[, subject to the
increases and decreases set forth in Schedule I hereto]3
on February 1, 2016, and to pay interest thereon from January 27, 2009,
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on February 1 and August 1 in each year,
commencing August 1, 2009 (each, an “Interest
Payment Date”), at the rate of 8.000% per annum, until the principal
hereof is paid or made available for payment. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the regular record date for such interest, which shall be the January 15 or
July 15 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date (each, a “Regular
Record Date”). Any such interest not so punctually paid or duly provided
for shall forthwith cease to be payable to the Holder on such Regular Record
Date and shall either be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on a
special record date for the payment of such Defaulted Interest to be fixed by
the Trustee (a “Special
Record Date”), notice of which shall be given to Holders of Securities of
this series not less than 10 days prior to such Special Record Date, or be paid
at such time in any other lawful manner not inconsistent with the requirements
of any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in such Indenture.

           

          [The Company is a party to the
Registration Rights Agreement, dated as of January 27, 2009, among the Company
and Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, Deutsche
Bank Securities Inc., and Greenwich Capital Markets, Inc., on behalf of the
initial purchasers of the Notes (the “Registration
Rights Agreement”).  In the event that a Registration Default
(as defined in the Registration Rights Agreement) occurs, the Company shall pay
additional interest (in addition to the interest otherwise due hereon) (“Additional
Interest”) to the Holder during the first 90-day period immediately
following the occurrence of any such 

          
             

              
                

              

                    3 Insert in Global
Securities only.

               

               

            

          

           

          
            
              
              

            

            
              A-3

              
                

              

            

            
              
              

            

             

             

          

          Registration
Default in an amount equal to 0.25% per annum (regardless of the number of
Registration Defaults), increasing by 0.25% per annum with respect to each
subsequent 90-day period, up to a maximum of 1.00% per annum, from and including
the date on which any such Registration Default shall occur (subject to the
terms of the Registration Rights Agreement) to but excluding the earlier of (1)
the date on which all such Registration Defaults have been cured or (2) the date
on which all the Notes otherwise become freely transferable by Holders other
than affiliates of the Company without further registration under the Securities
Act.  The Company shall pay amounts due in respect of Additional
Interest on each Interest Payment Date (or, if the Company shall default in the
payment of interest on any Interest Payment Date, on the date such interest is
otherwise paid as provided in the Indenture).]4

                  

                 Payment of the principal of and
premium, if any, and interest on this Security will be made by transfer of
immediately available funds to a bank account in New York, New York designated
by the Holder in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts.]5

          


          [Payment of the principal of (and
premium, if any) and interest on this Security will be made at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York, 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, or at such other offices or agencies as the Company may designate; provided,
however,
that payment of interest may be made at the option of the Company by check
mailed to the addresses of the Persons entitled thereto as such addresses shall
appear in the Security Register.]6

          
 

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

          
 

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

          
  

            
              

            

          

               4 Insert in Restricted
Securities only.

             

                 5
Insert in Global Securities only.

             

                6
Insert in Definitive Securities only.

          

           

           

           

          


          
            
              
                 


              

              
                A-4

                
                  

                

              

              
                 


              

            

          

           

           

          
 

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

          
Dated:

          
 

          TENNESSEE GAS
PIPELINE COMPANY

          
 

          By_________________________

          Name:______________________

          Title:_______________________

          
 

          
 

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

          
 

          WILMINGTON TRUST
COMPANY,

          AS
TRUSTEE

          
 

          By_________________________

          Name:______________________

          Title:_______________________

           

          


          
            
              
                 


              

              
                A-5

                
                  

                

              

              
                 


              

            

          

          


          


          TENNESSEE GAS
PIPELINE COMPANY

          8.000% NOTE DUE
2016

          


          This Security is one of a duly
authorized issue of Securities of the Company (the “Securities”),
issued and to be issued in one or more series under an Indenture ated as of
March 4, 1997 (the “Indenture”),
between the Company and Wilmington Trust Company (as successor to JPMorgan Chase
Bank (formerly known as The Chase Manhattan Bank)), as Trustee (the “Trustee,”
which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, obligations, duties
and immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. As provided in the Indenture, the Securities may be
issued in one or more series, which different series may be issued in various
aggregate principal amounts, may provide for re-opening in the future to issue
additional Securities of the series without the consent or approval of the
holders of Outstanding Securities, may mature at different times, may bear
interest, if any, at different rates, may be subject to different redemption
provisions, if any, may be subject to different sinking, purchase or analogous
funds, if any, may be subject to different covenants and Events of Default and
may otherwise vary as in the Indenture provided or permitted. This Security is
one of a series of Securities designated on the face hereof limited in aggregate
principal amount to U.S. $250,000,000 (subject to Securities authenticated and
delivered as provided in the following paragraph or upon registration of
transfer of, or in exchange for, or in lieu of, other Securities of this series
pursuant to Section 304, 305, 306, 906 or 1107 under the
Indenture).

           

                     This series of Securities may be
reopened, without the consent of the Holders thereof, for increases in the
aggregate principal amount of the Securities and issuance of additional
Securities of this series ranking equally with these Securities in all respects,
so that such additional Securities shall be consolidated and form a single
series with these Securities and shall have the same terms as to status,
redemption or otherwise as these Securities, provided,
however,
that no Event of Default has occurred or is continuing with respect to such
Securities.

           

          The Securities of this series are
redeemable, upon not less than 30 nor more than 60 days’ notice, in whole or in
part, at the option of the Company at any time in whole, or from time to time in
part (in integral multiples of $1,000 principal amount), prior to the Stated
Maturity, at a price equal to the greater of (i) 100% of the principal amount
thereof and (ii) as determined by an Independent Investment Banker, the sum of
the present values of the remaining scheduled payments of principal and interest
thereon (not including any portion of such payments of interest accrued as of
the Redemption Date) discounted back to the Redemption Date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate (as defined below) plus 0.50% (the “Make-Whole
Price”); plus, in each case, accrued and unpaid interest thereon to the
Redemption Date, but interest installments whose Stated Maturity is on or prior
to such Redemption Date will be payable to the Holders of such Securities, or
one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.

           

           

           

          
            
              
              

            

            
              A-6

              
                

              

            

            
              
              

            

             

             

          

          The notice of
redemption shall set forth the manner of calculation of the Make-Whole Price,
but not necessarily its amount.  The Company shall notify the Trustee
of the amount of the Make-Whole Price with respect to any redemption promptly
after the calculation thereof, and the Trustee shall not be responsible for the
accuracy of the calculation.  Unless the Company defaults in payment
of the Make-Whole Price, on and after the applicable Redemption Date, interest
will cease to accrue on the Notes or portions thereof called for redemption. In
the event of redemption or repurchase of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed or
unpurchased portion hereof will be issued in the name of the Holder hereof upon
the presentation and surrender hereof.

          


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

          


          “Comparable
Treasury Price” means, with respect to any Redemption Date, (1) the
average of four Reference Treasury Dealer Quotations for such Redemption Date,
after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (2) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such Reference Treasury Dealer
Quotations.

          


          “Independent
Investment Banker” means Deutsche Bank Securities Inc., Banc of America
Securities LLC, Credit Suisse Securities (USA) LLC, and reenwich Capital
Markets, Inc. and their successors, or, if such firm or the successors, if any,
to such firm, as the case may be, are unwilling or unable to select the
Comparable Treasury Issue, an independent investment banking institution of
national standing appointed by the Trustee after consultation with the
Company.

          


          “Reference
Treasury Dealer” means Deutsche Bank Securities Inc., Banc of America
Securities LLC, Credit Suisse Securities (USA) LLC, and Greenwich Capital
Markets, Inc., and their respective successors (provided, however, that if any
such firm or any such successor, as the case may be, shall cease to be a primary
U.S. government securities dealer in New York City, the Trustee, after
consultation with the Company, shall substitute therefor another
dealer).

          


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

        

      

    

     

     

    


    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

       

       

    

    “Treasury
Rate” means, with respect to any Redemption Date, (1) the yield, under
the heading which represents the average for the immediately preceding week,
appearing in the most recently published statistical release designated
“H.15(519)” or any successor publication that is published weekly by the Board
of Governors of the Federal Reserve System and that establishes yields on
actively traded United States Treasury securities adjusted to constant maturity
under the caption “Treasury Constant Maturities,” for the maturity corresponding
to the Comparable Treasury Issue (if no maturity is within three months before
or after the Stated Maturity, yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue shall be determined, and
the Treasury Rate shall be interpolated or extrapolated from such yields on a
straight-line basis, rounding to the nearest month) or (2) if such release (or
any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal to
the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date. The Treasury Rate shall be calculated on the third
Business Day preceding the Redemption Date.

     

    If a Change of
Control Triggering Event occurs, unless the Company has exercised its option to
redeem all Securities of this series then outstanding, the Company will make an
offer to each Holder of Securities of this series to repurchase all or any part
(in integral multiples of $1,000) of that Holder’s Securities of this series at
a repurchase price in cash equal to 101% of the aggregate principal amount of
the Securities of this series repurchased plus any accrued and unpaid interest
on the Securities of this series repurchased to the date of purchase. Within 30
days following any Change of Control Triggering Event or, at the Company’s
option, prior to any Change of Control, but after the public announcement of the
Change of Control, the Company will mail a notice to each Holder, with a copy to
the Trustee, describing the transaction or transactions that constitute or may
constitute the Change of Control Triggering Event and offering to repurchase
Securities of this series on the 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 (the “Change
of Control Payment Date”).  The notice shall, if mailed prior
to the date of consummation of the Change of Control, state that the offer to
purchase is conditioned on the Change of Control Triggering Event occurring on
or prior to the payment date specified in the notice.  To the extent
that the provisions of any securities laws or regulations conflict with the
Change of Control Triggering Event provisions of the Securities of this series,
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 the Securities of this series by virtue of such
conflict.

     

    On the Change of
Control Payment Date, the Company will, to the extent lawful:

     

    (1)           accept
for payment all Securities of this series or portions of Securities of this
series properly tendered pursuant to the offer;

     

    (2)           deposit
with the Paying Agent an amount equal to the aggregate purchase price in respect
of all Securities of this series or portions of Securities of this series
properly tendered; and

     

     

    
      
        
        

      

      
        A-8

        
          

        

      

      
        
        

      

       

       

    

    (3)           deliver
or cause to be delivered to the Trustee the Securities of this series properly
accepted, together with an officers’ certificate stating the aggregate principal
amount of Securities of this series being purchased by the Company.

     

    The Company will
not be required to make an offer to repurchase the Securities of this series
upon a Change of Control Triggering Event if a third party makes such an offer
in the manner, at the times and otherwise in compliance with the requirements
for an offer made by the Company and such third party purchases all Securities
of this series properly tendered and not withdrawn under its offer.

     

    “Change
of Control” means the occurrence of any of the following:

     

    (1) the direct or
indirect sale, lease or exchange (other than by way of merger or consolidation),
in one transaction 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 that term is used in Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended) other than the Company or one of its Subsidiaries;
or

     

    (2)           the
consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any “person” (as defined above),
other than El Paso Corporation and its Subsidiaries, becomes the beneficial
owner, directly or indirectly, of more than 50% of the Company’s Voting Stock,
measured by voting power rather than number of shares.

     

    “Change
of Control Triggering Event” means (a) the occurrence of a Change of
Control and (b) during the period beginning on the earlier of (i) the date of
the public notice of the Company’s intention to effect such Change of Control
and (ii) the occurrence of such Change of Control and ending 90 days after the
occurrence of such Change of Control, (x) if three Rating Agencies are
continuing to provide ratings for the Securities of this series on such date,
more than one of the Rating Agencies rating the Securities of this series at
such time shall downgrade, below the rating as of January 27, 2009, its
respective rating of the Securities of this series as a result of such Change of
Control, (y) if fewer than three Rating Agencies are continuing to provide
ratings for the Securities of this series on such date, any of the Rating
Agencies rating the Securities of this series at such time shall downgrade,
below the rating as of the date of the supplemental indenture establishing the
terms of the Securities of this series, its respective rating of the Securities
of this series as a result of such Change of Control, or (z) no Rating Agency
provides a rating for the Securities of this series.

     

    “Fitch”
means Fitch Inc.

     

    “Moody’s”
means Moody’s Investor Services Inc.

     

    “Rating
Agency” means (1) each of Moody’s, S&P and Fitch; and (2) if any of
Moody’s, S&P or Fitch ceases to rate the Securities of this series or fails
to make a rating of the Securities of this series publicly available for reasons
outside of the Company’s control, a “nationally recognized statistical rating
organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the
Securities Exchange Act of 1934, as amended, selected by the Company (as
certified by a resolution of the Company’s board of directors) as a replacement
agency for Moody’s, S&P or Fitch, or all, as the case may be.

     

     

     

    
      
        
        

      

      
        A-9

        
          

        

      

      
        
        

      

       

       

    

    “S&P”
means Standard & Poor’s Ratings Services, a division of McGraw-Hill,
Inc.

     

    “Voting
Stock” of any specified “person” (as defined above) as of any date means the
capital stock of such person that is at the time entitled to vote generally in
the election of the board of directors of such person.

     

    If an
Event of Default with respect to the Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the
Indenture.

     

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

     

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

     

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

     

     

    
 

    
      
        
        

      

      
        A-10

        
          

        

      

      
        
        

      

       

       

    

    [This Global Security or portion
hereof may not be exchanged for Definitive Securities except in the limited
circumstances provided in the Indenture.

     

    The holders of beneficial interests
in this Global Security will not be entitled to receive physical delivery of
Definitive Securities except as described in the Indenture and will not be
considered the Holders hereof for any purpose under the Indenture.]7

     

    [As provided in the Indenture and
subject to certain limitations set forth, the transfer of this Security is
registerable in the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in the Borough
of Manhattan, The City of New York or at such other offices or agencies as the
Company may designate, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for a like aggregate principal amount, will be
issued to the designated transferee or transferees.]8

     

    The Securities of this series are
issuable only in registered form, without coupons, in denominations of U.S.
$2,000 and integral multiples of $1,000. As provided in the Indenture and
subject to certain limitations therein set forth, the Securities of this series
are exchangeable for a like aggregate principal amount of Securities of this
series and of like tenor of a different authorized denomination, as requested by
the Holder surrendering the same.

     

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

     

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

     

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

     

    
      
        

      

      
            7 Insert in Global
Securities only.

          

        
              8 Insert in
Definitive Securities only.

           

           

           

        

      

      
        
          
          

        

        
          A-11

          
            

          

        

        
          
          

        

         

         

      

      The Securities of this series shall
be subject to defeasance at the option of the Company in accordance with the
provisions of Sections 1302 and 1303 of the Indenture.  The Indenture
provides that the Company (a) will be discharged from any and all obligations in
respect of the Securities of this series (except for certain obligations
described in the Indenture), or (b) need not comply with certain restrictive
covenants of the Indenture, in each case if the Company deposits, in trust, with
the Trustee money or U.S. Government Obligations (or a combination thereof)
which through the payment of interest thereon and principal thereof in
accordance with their terms will provide money, in an amount sufficient to pay
all the principal of and interest of the Securities of this series, but such
money need not be segregated from other funds except to the extent required by
law.

       

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

       

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

       

       

       



      
        
          
             


          

          
            A-12  

            
              

            

          

          
             


          

        

      

       

      
 

      [FORM OF TRANSFER
NOTICE]

       

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

       

      
        	 
    
	
                (Please Print
      or Typewrite Name and Address of
Assignee)

              


      

       

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

       

      
        	
                 Insert
      Taxpayer Identification No.

              
	 
    


      

      
 

       

      Date:
_______________

      
 

      Signature:
____________________________________________

      


      
        
          
             


          

          
            A-13  

            
              

            

          

          
             


          

        

      

      


      TENNESSEE
GAS PIPELINE COMPANY

       

      No.
____                      8.000%
NOTE DUE 2016

      


      SCHEDULE
I9

       

      The following
increases or decreases in this Global Security have been made:

       

       

      
        	
                
                  Date
      of increase or decrease and reason for the change in principal
      amount

                

              	
                
                  Amount
      of decrease

                  in
      principal amount

                  of
      this Global Security

                

              	
                
                  Amount
      of increase

                  in
      principal amount

                  of
      this Global Security

                

              	
                
                  Principal
      amount of

                  this
      Global Security

                  following
      such

                  decrease
      (or

                  increase)

                

              	
                
                  Signature
      of

                  authorized
      officer of

                  Trustee

                

              
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    


      

      
 

      
         

        
          
            

          
      9
Insert in Global Securities only