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Exhibit 4(e)  




FOURTH
SUPPLEMENTAL INDENTURE 


between 


PANHANDLE
EASTERN PIPE LINE COMPANY, LLC

Issuer 


and 


J.P.
MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

Trustee 


Dated
as of March 12, 2004 












Table of Contents  



	ARTICLE I.

DEFINITIONS
	SECTION 1.1	 	Definition of Terms	 	3
	
ARTICLE II.

GENERAL TERMS AND CONDITIONS OF THE SENIOR NOTES
	

SECTION 2.1	
 	

Designation and Principal Amount of the Series A Notes	
 	

11
	SECTION 2.2	 	Maturity of the Series A Notes	 	11
	SECTION 2.3	 	Interest on the Series A Notes	 	11
	SECTION 2.4	 	Form of the Series A Notes	 	11
	SECTION 2.5	 	Special Transfer Provisions	 	12
	SECTION 2.6	 	Designation and Principal Amount of the Series B Notes	 	12
	SECTION 2.7	 	Maturity of the Series B Notes	 	12
	SECTION 2.8	 	Interest on the Series B Notes	 	13
	SECTION 2.9	 	Form of the Series B Notes	 	13
	SECTION 2.10	 	Redemption of the Senior Notes	 	13
	
ARTICLE III.

COVENANTS
	

SECTION 3.1	
 	

Limitation on Restricted Payments	
 	

13
	SECTION 3.2	 	Limitation on Liens	 	15
	SECTION 3.3	 	Restriction on Sale-Leasebacks	 	17
	SECTION 3.4	 	Financial Information	 	18
	SECTION 3.5	 	Applicability of Covenants	 	19
	
ARTICLE IV.

DEFAULT
	

SECTION 4.1	
 	

General	
 	

19
	SECTION 4.2	 	Additional Event of Default	 	19
	
ARTICLE V.

DEFEASANCE
	

SECTION 5.1	
 	

General	
 	

19
	SECTION 5.2	 	Covenant Defeasance	 	20
	
ARTICLE VI.

FORM OF SENIOR NOTES
	

SECTION 6.1	
 	

Form of Senior Notes	
 	

20
	
ARTICLE VII.

ISSUANCE OF SENIOR NOTES
	

SECTION 7.1	
 	

Original Issue of Senior Notes	
 	

38
	SECTION 7.2	 	Additional Senior Notes	 	38
	
ARTICLE VIII.

MISCELLANEOUS
	

SECTION 8.1	
 	

Ratification of Indenture	
 	

39
	SECTION 8.2	 	Trustee Not Responsible for Recitals	 	39
	SECTION 8.3	 	Governing Law	 	39
	SECTION 8.4	 	Separability	 	39
	SECTION 8.5	 	Counterparts	 	39











  





        FOURTH SUPPLEMENTAL INDENTURE, dated as of March 12, 2004 (the "Fourth Supplemental Indenture"), between Panhandle Eastern Pipe Line Company, LLC (formerly known as Panhandle
Eastern Pipe Line Company), a Delaware limited liability company (the "Issuer"), and J.P. Morgan Trust Company, National Association, as trustee (the "Trustee") under the indenture, dated as of
March 29, 1999, among the Issuer, CMS Panhandle Holding Company, a Michigan corporation, and NBD Bank, as trustee (the "Base Indenture" and, as so supplemented, the "Indenture"). 


        WHEREAS,
CMS Panhandle Holding Company and the Issuer executed and delivered the Base Indenture to NBD Bank to provide for the future issuance of CMS Panhandle Holding Company's
unsecured debt securities guaranteed by the Issuer, to be issued from time to time in one or more series as might be determined by CMS Panhandle Holding Company under the Indenture, in an unlimited
aggregate principal amount which may be authenticated and delivered as provided in the Base Indenture; 



        WHEREAS,
the Issuer, CMS Panhandle Holding Company, and NBD Bank executed the First Supplemental Indenture, dated as of March 29, 1999, under which CMS Panhandle Holding Company
issued a series of Debt Securities in three tranches known as its 6.125% Senior Notes due 2004, 6.500% Senior Notes due 2009 and 7.000% Senior Notes due 2029 in aggregate principal amounts of
$300,000,000, $200,000,000 and $300,000,000, respectively; 


        WHEREAS,
Panhandle Eastern Pipe Line Company became the Issuer as provided for in the Base Indenture as a result of the merger of CMS Panhandle Holding Company into Panhandle Eastern
Pipe Line Company, effective June 15, 1999, and Bank One Trust Company, National Association became the Trustee provided for in the Base Indenture as a result of the merger of NBD Bank into
Bank One Trust Company, National Association; 


        WHEREAS,
the Issuer and the Trustee executed the Second Supplemental Indenture, dated as of March 27, 2000, under which the Issuer issued a series of Debt Securities known as its
8.25% Senior Notes due 2010, Series A, in the principal amount of $100,000,000 (the "2010 A Senior Notes"), and a series of Senior Notes to be issued in exchange for the 2010 A Senior Notes,
known as the Issuer's "8.25% Senior Notes Due 2010, Series B," in the principal amount of $100,000,000; 



        WHEREAS,
in June, 2003, Southern Union Panhandle, LLC, a wholly-owned subsidiary of Southern Union Company ("Southern Union"), acquired all of the outstanding capital stock of the
Issuer, after which Southern Union caused Panhandle Eastern Pipe Line Company to convert to a Delaware limited liability company; 


        WHEREAS,
the Issuer and the Trustee executed the Third Supplemental Indenture, dated as of August 18, 2003, to provide for the establishment of two new series of its Debt
Securities: (i) the 4.80% Senior Notes due 2008 in the initial principal amount of $300,000,000, consisting of two tranches, the first tranche of 4.80% Senior Notes due 2008 known as "4.80%
Senior Notes due 2008, Series A" (the "4.80% Series A Notes"), and the second tranche of 4.80% Senior Notes due 2008 to be issued in exchange for the 4.80% Series A Notes, known as
"4.80% Senior Notes due 2008, Series B"; and (ii) the 6.05% Senior Notes due 2013 in the initial principal amount of $250,000,000, consisting of two tranches, the first tranche of 6.05% Senior
Notes due 2013 known as "6.05% Senior Notes due 2013, Series A" (the "6.05% Series A Notes"), and the second tranche of 6.05% Senior Notes due 2013 to be issued in exchange for the 6.05%
Series A Notes, known as the "6.05% Senior Notes due 2013, Series B"; 


        WHEREAS,
J.P. Morgan Trust Company, National Association became the Trustee provided for in the Base Indenture as a result of the assumption of certain assets of Bank One Trust Company,
National Association by a merger subsidiary which later merged with and into J.P. Morgan Trust Company, National Association; 


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        WHEREAS,
the Issuer desires to provide for the establishment of two new series of its Debt Securities: the first series, in the initial principal amount of $200,000,000, known as "2.75%
Senior Notes due 2007, Series A" (the "Series A Notes"), and the second series, to be issued in exchange for the Series A Notes, known as the "2.75% Senior Notes due 2007, Series B" (the
"Series B Notes" and, together with the Series A Notes and any Additional Senior Notes (as defined below), the "Senior Notes"), the form and substance of such Senior Notes and the terms,
provisions and conditions thereof to be set forth as provided in the Base Indenture and this Fourth Supplemental Indenture; 


        WHEREAS,
there is no limit on the amount of Additional Senior Notes (as defined below) that may be issued after the initial issuance of the Initial Senior Notes (as defined below),  provided that at the time of
issuance of any Additional Senior Notes no Default or Event of Default shall have occurred and be continuing; 



        WHEREAS,
the Issuer and the Initial Purchasers named therein have entered into a Registration Rights Agreement, dated as of March 9, 2004 (as amended, supplemented or otherwise
modified from time to time, the "Registration Rights Agreement"), which requires the Issuer to use its reasonable best efforts to make an Exchange Offer (as defined below) which would enable holders
of the Series A Notes to exchange such Senior Notes for Series B Notes, not subject to certain restrictions under the Securities Act, or to cause a Shelf Registration Statement to be
declared effective with respect to the resale of the Series A Notes; 


        WHEREAS,
the Issuer wishes to amend and add certain provisions to the Base Indenture for the benefit of the holders of the Senior Notes; and 



        WHEREAS,
the Issuer has requested that the Trustee execute and deliver this Fourth Supplemental Indenture, and all requirements necessary to make this Fourth Supplemental Indenture a
valid instrument, in accordance with its terms, and to make the Senior Notes, when executed by the Issuer and authenticated and delivered by the Trustee, the valid obligations of the Issuer, have been
performed, and the execution and delivery of this Fourth Supplemental Indenture has been duly authorized in all respects: 


        NOW
THEREFORE, in consideration of the purchase and acceptance of the Senior Notes to be issued hereunder by the holders thereof, and for the purpose of setting forth, as provided in the
Indenture, the form and substance of the Senior Notes and the terms, provisions and conditions thereof, the Issuer covenants and agrees with the Trustee as follows: 


 
 

ARTICLE I.    
    
    DEFINITIONS    
    


        SECTION
1.1    Definition of Terms.    



        Unless
the context otherwise requires: 


        (a)   a
term defined in the Base Indenture has the same meaning when used in this Fourth Supplemental Indenture; 


        (b)   a
term defined anywhere in this Fourth Supplemental Indenture has the same meaning throughout; 


        (c)   the
singular includes the plural and vice versa; 


        (d)   a
reference to a Section or Article is to a Section or Article of this Fourth Supplemental Indenture; 


        (e)   headings
are for convenience of reference only and do not affect interpretation; 


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        (f)    the
following terms have the meanings given to them in this Section 1.01(f): 


        "Additional
Senior Notes" means any additional Senior Notes (other than Initial Senior Notes) issued from time to time under this Fourth Supplemental Indenture in accordance with
Section 2.4 of the Base Indenture, as a part of the same series as the Initial Senior Notes; provided, that no Additional Senior Notes may be
issued during the continuance of a Default or an Event of Default. 


        "Adjusted
Consolidated Net Income" means, for any period, the net income of the Issuer and its Consolidated Subsidiaries, plus (i) depreciation and amortization expense of the
Issuer and its Consolidated Subsidiaries, (ii) income taxes and deferred taxes of the Issuer and its Consolidated Subsidiaries and (iii) other non-cash charges, in each case,
determined on a consolidated basis in accordance with generally accepted accounting principles; provided,  however, that there shall not be included in such
Adjusted Consolidated Net Income any net income of any Person if such Person is not a Subsidiary,
except that (A) the Issuer's equity in the net income of any such Person for such period shall be included in such Adjusted Consolidated Net Income up to the aggregate amount of cash actually
distributed by such Person during such period to the Issuer or a Consolidated Subsidiary of the Issuer as a dividend or other distribution and (B) the Issuer's equity in a net loss of any such
Person for such period shall be included in determining such Adjusted Consolidated Net Income. 


        "Capital
Stock" means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) corporate stock or
limited liability company interests, including any Preferred Stock or letter stock; provided that Hybrid Preferred Securities are not considered Capital
Stock for purposes of this definition. 


        "Comparable
Treasury Issue" means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable
to the remaining term of the Senior Notes 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 a comparable maturity to the remaining term of such Senior Notes. 



        "Comparable
Treasury Price" means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the
highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. 


        "Consolidated
Debt" means the total Debt of the Issuer and its Consolidated Subsidiaries, as set forth on the consolidated balance sheet of the Issuer and its Consolidated Subsidiaries
for the Issuer's most recently completed fiscal quarter, prepared in accordance with generally accepted accounting principles. 



        "Consolidated
Interest Expense" means, for any period, the total interest expense in respect of Consolidated Debt of the Issuer and its Consolidated Subsidiaries, including, without
duplication, (i) interest expense attributable to capital leases, (ii) amortization of debt discount, (iii) capitalized interest, (iv) cash and noncash interest payments,
(v) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing, (vi) net costs under Interest Rate Protection Agreements
(including amortization of discount), and (vii) interest expense in respect of obligations of other Persons that constitutes Debt of the Issuer or any of its Consolidated Subsidiaries,  provided,
however, that Consolidated Interest Expense shall exclude any costs otherwise included in
interest expense recognized on early retirement of debt. 


        "Consolidated
Net Tangible Assets" means, at any date of determination, the total amount of assets after deducting therefrom (i) all current liabilities (excluding (A) any
current liabilities that by their terms are extendable or renewable at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being
computed, and (B) current maturities of long-term debt), and (ii) the value (net of any applicable reserves) of all goodwill, trade names, 


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trademarks,
patents and other like intangible assets, all as set forth on the consolidated balance sheet of the Issuer and its Consolidated Subsidiaries for the Issuer's most recently completed fiscal
quarter, prepared in accordance with generally accepted accounting principles. "Intangible assets" does not include any value write-up of tangible assets in connection with acquisition
transactions accounted for on a purchase method. 


        "Consolidated
Subsidiary" means any Subsidiary whose accounts are or are required to be consolidated with the accounts of the Issuer in accordance with generally accepted accounting
principles. 


        "DTC"
means The Depository Trust Company, or any successor thereto. 


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


        "Depositary"
means, with respect to the Global Notes, DTC. 


        "Exchange
Act" means the Securities Exchange Act of 1934, as amended. 


        "Exchange
Notes" means the Series B Notes to be offered to Holders in exchange for the Series A Notes, pursuant to an Exchange Offer or otherwise pursuant to a Registration
of Series B Notes containing terms identical in all material respects to the Series A Notes for which they are exchanged, except that (i) interest thereon shall accrue from the
last date on which interest was paid on the Series A Notes or, if no such interest has been paid, from the date of issuance of the Series A Notes and (ii) the provisions relating
to an increase in the stated rate of interest thereon upon the occurrence of a Registration Default shall be eliminated, (iii) the transfer restrictions and legends relating to restrictions on
ownership and transfer thereof as a result of the issuance of the Series A Notes without Registration shall be eliminated, and (iv) each of the Exchange Notes so issued will be
represented by one or more Global Notes in book-entry form unless exchanged for Exchange Notes in definitive certificated form under the circumstances provided hereunder. 



        "Exchange
Offer" means the exchange offer by the Issuer of Exchange Notes for certain Senior Notes pursuant to the Registration Rights Agreement. 


        "Exchangeable
Stock" means any Capital Stock of a corporation or a limited liability company that is exchangeable or convertible into another security (other than Capital Stock of such
corporation or limited liability company that is neither Exchangeable Stock nor Redeemable Stock). 


        "Fixed
Charge Coverage Ratio" means the ratio of Adjusted Consolidated Net Income plus Consolidated Interest Expense to Consolidated Interest Expense, for the four fiscal quarters of the
Issuer ending immediately prior to the date of determination. 


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


        "Global
Note" means a Senior Note bearing a legend specified in Section 6.1 evidencing all or part of a series of Senior Notes, issued to the Depositary or its nominee with
respect to such series of Senior Notes and registered in the name of such Depositary or nominee. 


        "Holder"
means a Person in whose name a Senior Note is registered. 


        "Hybrid
Preferred Securities" means preferred securities issued by a Hybrid Preferred Securities Subsidiary, where such preferred securities have the following characteristics:
(i) such Hybrid Preferred Securities Subsidiary lends substantially all of the proceeds from the issuance of such preferred 


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securities
to the Issuer in exchange for subordinated debt issued by the Issuer; (ii) such preferred securities contain terms providing for the deferral of distributions corresponding to
provisions providing for the deferral of interest payments on such subordinated debt; and (iii) the Issuer makes periodic interest payments on such subordinated debt, which interest payments
are in turn used by the Hybrid Preferred Securities Subsidiary to make corresponding payments to the holders of the Hybrid Preferred Securities. 


        "Hybrid
Preferred Securities Subsidiary" means any business trust or limited partnership (or similar entity) (i) all of the common equity interest of which is owned (either
directly or indirectly through one or more wholly-owned Subsidiaries of the Issuer) at all times by the Issuer, (ii) that has been formed for the purpose of issuing Hybrid Preferred Securities
and (iii) substantially all of the assets of which consist at all times solely of subordinated debt issued by the Issuer and payments made from time to time on such subordinated debt. 


        "Independent
Investment Banker" means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Issuer. 


        "Initial
Senior Notes" means the initial $200,000,000 aggregate principal amount of Series A Notes issued under this Fourth Supplemental Indenture. 



        "Interest
Rate Protection Agreement" means any interest rate swap agreement, interest rate cap agreement or other financial agreement or arrangement designed to protect the Issuer or any
of its Subsidiaries against fluctuations in interest rates. 


        "Leverage
Ratio" means 100% multiplied by the ratio of Consolidated Debt to Total Capital at the end of the most recent fiscal quarter preceding the date of determination. 


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



        "Loan"
means any direct or indirect advance (other than advances to customers in the ordinary course of business that are recorded as receivables on the balance sheet of the Person
making such advances), loan or other extension of credit (including by way of guarantee or similar arrangement) to another Person or any purchase of Debt issued by another Person, where such advance,
loan, extension of credit or Debt is subordinated in right of payment to the senior creditors of the borrower. 


        "Moody's"
means Moody's Investors Service, Inc., and any successor thereto which is a nationally recognized statistical rating organization, or if such entity shall cease to rate
the Senior Notes or shall cease to exist and there shall be no such successor thereto, any other nationally recognized statistical rating organization selected by the Issuer which is acceptable to the
Trustee. 


        "Non-Convertible
Capital Stock" means, with respect to any corporation or any limited liability company, any non-convertible Capital Stock of such corporation or
limited liability company and any Capital Stock of such corporation or limited liability company convertible solely into non-convertible Capital Stock other than Preferred Stock of such
corporation or limited liability company; provided, however, that Non-Convertible Capital
Stock shall not include any Redeemable Stock or Exchangeable Stock. 


        "Permitted
Liens" means: 



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


        (ii)  any
governmental Lien, mechanics', materialmen's, carriers' or similar Lien incurred in the ordinary course of business which is not yet due or which is being contested
in good faith by appropriate proceedings and any undetermined Lien which is incidental to construction; 



5







 




        (iii)  the
right reserved to, or vested in, any municipality or public authority by the terms of any right, power, franchise, grant, license, permit or by any provision of
law, to purchase or recapture or to designate a purchaser of, any property; 


        (iv)  Liens
for 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 Issuer or any of its Subsidiaries in good faith; 


        (v)  Liens
of, or to secure performance of, leases; 


        (vi)  any
Lien upon, or deposits of, any assets in favor of any surety company or clerk of court for the purpose of obtaining indemnity or stay of judicial proceedings; 


        (vii)  any
Lien upon property or assets acquired or sold by the Issuer or any Restricted Subsidiary resulting from the exercise of any rights arising out of defaults on
receivables; 


        (viii)  any
Lien incurred in the ordinary course of business in connection with workmen's compensation, unemployment insurance, temporary disability, social security, retiree
health or similar laws or regulations or to secure obligations imposed by statute or governmental regulations; 


        (ix)  any
Lien upon any property or assets in accordance with customary banking practice to secure any Debt incurred by the Issuer or any Restricted Subsidiary in connection
with the exporting of goods to, or between, or the marketing of goods in, or the importing of goods from, foreign countries; or 



        (x)  any
Lien in favor of the United States of America or any state thereof, or any other country, or any political subdivision of any of the foregoing, to secure partial,
progress, advance or other payments pursuant to any contract or statute, or any Lien securing industrial development, pollution control or similar revenue bonds. 




        "Principal
Property" means any natural gas pipeline system, natural gas gathering system or natural gas storage facility located in the United States, except any such property that in
the opinion of the Board of Directors is not of material importance to the business conducted by the Issuer and its Consolidated Subsidiaries taken as a whole. 



        "Private
Exchange Notes" shall mean any Senior Notes issued to an Initial Purchaser (as defined in the Registration Rights Agreement) simultaneously with the delivery of the Exchange
Notes in an Exchange Offer, in exchange for the Initial Senior Notes held by such Initial Purchaser, that are identical (except that such Private Exchange Notes shall bear transfer restrictions
substantially in the form contained in Section 6.1 hereof with respect to Rule 144A Global Notes, and other appropriate transfer restrictions) to the Exchange Notes. 


        "Prospectus"
shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus
supplement, including any such prospectus supplement with respect to the terms of the offering of any portion of the Senior Notes covered by a Shelf Registration Statement, and by all other amendments
and supplements to a prospectus, including post-effective amendments, and in each case including all material incorporated by reference therein. 


        "Redeemable
Stock" means any Capital Stock that by its terms or otherwise is required to be redeemed prior to the 90th day before the stated maturity of any of the outstanding Senior
Notes of any Series or is redeemable at the option of the holder thereof at any time prior to the 90th day before the stated maturity of any of the outstanding Senior Notes of either series. 



        "Reference
Treasury Dealer" means each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse First Boston LLC and J.P. Morgan Securities Inc. or their
affiliates plus three others which are primary U.S. Government securities dealers, and their respective successors; provided, 


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 however, that if any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in The City of New York (a "Primary Treasury Dealer"),
the Issuer shall substitute therefor another Primary Treasury Dealer. 


        "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m. New
York time on the third Business Day preceding such redemption date. 


        "Registration"
means a registered exchange offer for any Senior Notes by the Issuer pursuant to a Registration Statement or other registration for resale of any Senior Notes under the
Securities Act pursuant to a Shelf Registration Statement, in each case in accordance with the terms of the Registration Rights Agreement. 


        "Registration
Default" has the meaning set forth in the Registration Rights Agreement. 


        "Registration
Rights Agreement" has the meaning set forth in the recitals to this Fourth Supplemental Indenture, and shall also include any registration rights agreements entered into by
the Issuer in connection with the issuance of any Additional Senior Notes. 


        "Registration
Statement" means a registration statement of the Issuer under the Securities Act registering (i) the exchange of Series A Notes, for Series B Notes,
for distribution pursuant to the Exchange Offer, or (ii) the resale of the Initial Senior Notes or Private Exchange Notes pursuant to a Shelf Registration Statement. 



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


        "Rule 144A"
means Rule 144A under the Securities Act. 


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


        "SEC"
means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, as amended, or, if at any time after the
execution of this Fourth Supplemental Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such
time. 


        "Securities
Act" means the Securities Act of 1933, as amended. 


        "Senior
Notes" has the meaning assigned to it in the recitals to this Fourth Supplemental Indenture. The Initial Senior Notes and the Additional Senior Notes shall be treated as a single
class for all purposes under this Fourth Supplemental Indenture, and unless the context otherwise requires, all references to the Senior Notes shall include the Initial Senior Notes, the Exchange
Notes, the Private Exchange Notes and any Additional Senior Notes. 


        "Shelf
Registration Statement" shall mean a "shelf" registration statement of the Issuer which covers all or a portion of the Senior Notes (other than Exchange Notes) on an appropriate
form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. 


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        "Standard &
Poor's" means Standard & Poor's, a division of The McGraw-Hill Companies, Inc., and any successor thereto which is a nationally recognized
statistical rating organization, or if such entity shall cease to rate the Senior Notes or shall cease to exist and there shall be no such successor thereto, any other nationally recognized
statistical rating organization selected by the Issuer which is acceptable to the Trustee. 


        "Subsidiary"
means, with respect to any Person, (i) any corporation at least a majority of whose outstanding Voting Stock shall at the time be owned, directly or indirectly, by
such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, (ii) any limited liability company, general partnership, joint venture or similar
entity, at least a majority of whose outstanding membership, partnership or similar interests shall at the time be owned by such Person, or by one or more of its Subsidiaries, or by such Person and
one or more of its Subsidiaries and (iii) any limited partnership of which such Person or any of its Subsidiaries is a general partner. 


        "Total
Capital" means the sum of (i) Consolidated Debt and (ii) Capital Stock, Hybrid Preferred Securities, premium on Capital Stock, capital surplus, capital in excess of
par value and retained earnings (however the foregoing may be designated), less, to the extent not otherwise deducted, the cost of shares of Capital Stock of the Issuer held in treasury, all as set
forth on the consolidated balance sheet of the Issuer and its Consolidated Subsidiaries for the Issuer's most recently completed fiscal quarter, prepared in accordance with generally accepted
accounting principles. 


        "Treasury
Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity or interpolated (on a day count basis) of the
Comparable Treasury Issue, assuming 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. 


        "Voting
Stock" means securities of any class or classes the holders of which are ordinarily, in the absence of contingencies, entitled to vote for corporate directors or managers (in the
case of a limited liability company) (or persons performing similar functions). 


        (g)   solely
for purposes of this Fourth Supplemental Indenture, 



        (1)   the
defined term "Business Day" contained in Section 1.01 of the Base Indenture shall be replaced in its entirety by the following new definition: 



"Business
Day" means a day on which banking institutions in the Borough of Manhattan, New York, New York are not authorized or required by law or regulation to close; and 




        (2)   the
defined term "Board of Directors" contained in Section 1.01 of the Base Indenture shall be deemed to include the Board of Managers of a limited liability
company. 



 
 

ARTICLE II.    
    
    GENERAL TERMS AND CONDITIONS OF THE SENIOR NOTES    
    


        SECTION
2.1    Designation and Principal Amount of the Series A Notes.    



        There
is hereby authorized a single series of Debt Securities designated as the "2.75% Senior Notes due 2007, Series A", the principal amount of which shall be as set forth in any
written order of the Issuer for the authentication and delivery of Senior Notes pursuant to Section 2.4 of the Base Indenture; provided,  however, that
Additional Senior Notes may be issued by the Issuer at any time subject to the terms and conditions of the Base Indenture and this Fourth
Supplemental Indenture, provided, that at the time of such issuance no Default or Event of Default shall have occurred and be continuing. 


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        The initial principal amount of the Series A Notes shall be $200,000,000. 


        SECTION
2.2    Maturity of the Series A Notes.    


        The
Series A Notes will mature on March 15, 2007. 


        SECTION
2.3    Interest on the Series A Notes.    


        Interest
shall accrue from the date set forth, and shall be payable on the Series A Notes in the amount and as otherwise set forth, in the form of such Senior Note appearing in
Article VI of this Fourth Supplemental Indenture. 


        SECTION
2.4    Form of the Series A Notes.    


        The
form of the Series A Notes shall be substantially in the form provided for in Article VI for such Senior Notes. The terms of the Series A Notes form part of this
Fourth Supplemental Indenture. The Series A Notes shall be represented by one or more Global Notes in definitive, registered form, without interest coupons. The Series A Notes will be
initially issued as Global Notes registered in the name of Cede & Co. (as nominee for DTC, New York, New York, which, together with its nominees and their successors, is hereby designated the
Depositary for the Series A Notes). The Series A Notes shall initially contain restrictions on transfer, substantially as described in the form set forth in Section 6.1. Each
Series A Note, whether in the form of a Global Note or in certificated form, shall initially bear a non-registration legend and a Restricted Certificate of Transfer, in each case in
substantially the form set forth in such form. 


        Beneficial
interests in Series A Notes owned by qualified institutional buyers (as defined in Rule 144A) ("QIBs") or sold to QIBs in reliance upon Rule 144A will be
represented by one or more Global Notes registered in the name of Cede & Co., as registered owner and as nominee for DTC, or another nominee designated by DTC in definitive, fully registered
form without interest coupons in denominations of US$1,000 and any integral multiples of US$1,000. The Trustee and the Issuer will have no responsibility under the Indenture for transfers of
beneficial interests in the Series A Notes. So long as a Senior Note bears a non-registration legend and a Restricted Certificate of
Transfer the Trustee shall authenticate and issue new Senior Notes upon a registration of transfer only upon receipt of a Restricted Certificate of Transfer in the form set forth in Section 6.1
hereof. The Trustee shall refuse to register any transfer of a Senior Note in violation of the legend set forth on such Senior Note and without appropriate completion of the Restricted Certificate of
Transfer on such Senior Note. 


        Subject
to the conditions set forth therein and in the Indenture, pursuant to the Registration Rights Agreement, the non-registration legend and the Restricted Certificate of
Transfer may be removed or rendered inapplicable in the event of the consummation of an Exchange Offer or upon a resale under an effective Shelf Registration Statement, in each case, in respect of the
Series A Notes. 


        SECTION
2.5    Special Transfer Provisions.    


        For
the purposes of this Fourth Supplemental Indenture, unless and until a Series A Note is exchanged for an Exchange Note or is resold, in each case in connection with an
effective Registration Statement pursuant to the Registration Rights Agreement, the registration of any proposed transfer of an interest in a Series A Global Note may be effected only through
the book entry system maintained by the Depositary. 


        SECTION
2.6    Designation and Principal Amount of the Series B Notes.    


        There
is hereby authorized a single series of Debt Securities designated as the "2.75% Senior Notes due 2007, Series B", the principal amount of which shall be as set forth in any
written order of the Issuer for the authentication and delivery of Senior Notes pursuant to Section 2.4 of the Base Indenture; provided,  however, that
Additional Senior Notes may be issued by the Issuer at any time subject to the terms and conditions of the Base Indenture and this Fourth
Supplemental Indenture, 


9







 



 provided, that at the time of such issuance no Default or Event of Default shall have occurred and be continuing. 


        The
initial principal amount of the Series B Notes shall not exceed $200,000,000. 



        SECTION
2.7    Maturity of the Series B Notes.    


        The
Series B Notes will mature on March 15, 2007. 


        SECTION
2.8    Interest on the Series B Notes.    


        Interest
shall accrue from the date set forth, and shall be payable on the Series B Notes in the amount and as otherwise set forth, in the form of such Senior Note appearing in
Article VI of this Fourth Supplemental Indenture. 


        SECTION
2.9    Form of the Series B Notes.    


        The
form of the Series B Notes shall be substantially in the form provided for in Article VI for such Senior Notes, and such Senior Notes, being Exchange Notes, shall not
contain terms with respect to transfer restrictions (unless they are Private Exchange Notes) or additional interest payable upon the occurrence of a Registration Default. The terms of the
Series B Notes form part of this Fourth Supplemental Indenture. The Series B Notes shall be represented by one or more Global Notes in definitive, registered form, without interest
coupons. The Series B Notes will be initially issued as Global Notes registered in the name of Cede & Co. (as nominee for DTC, New York, New York, which, together with its nominees and
their successors, is hereby designated the Depositary for the Series B Notes). 


        SECTION
2.10    Redemption of the Senior Notes.    


        The
Senior Notes will be redeemable as a whole or in part, at the option of the Issuer at any time, at a redemption price equal to the greater of (i) 100% of the principal amount
of such Senior Notes and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption)
discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued and
unpaid interest thereon to the date of redemption. 


        Notice
of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date by the Issuer or by the Trustee on the Issuer's behalf to each
Holder of Senior Notes to be redeemed. 


        Unless
the Issuer defaults in payment of the redemption price, on and after the applicable redemption date interest will cease to accrue on the Senior Notes or portions thereof called
for redemption. 


 
 

ARTICLE III.    
    
    COVENANTS    
    


        SECTION
3.1    Limitation on Restricted Payments.    


        (a)   So
long as any of the Senior Notes are outstanding and during any time that such Senior Notes are rated below Baa3 (or an equivalent rating) by Moody's and below
BBB- (or an equivalent rating) by Standard & Poor's, the Issuer will not, and will not permit any of its Restricted Subsidiaries, directly or indirectly, to: 



        (i)    declare
or pay any dividend or make any distribution on the Capital Stock of the Issuer to the direct or indirect holders of its Capital Stock (except dividends or
distributions payable solely in its Non-Convertible Capital Stock or in options, warrants or other rights to purchase such 



10







 

Non-Convertible
Capital Stock and except dividends or distributions payable to the Issuer or a Subsidiary of the Issuer); 


        (ii)   purchase,
redeem or otherwise acquire or retire for value any Capital Stock of the Issuer; or 


        (iii)  make
any Loan to Southern Union or any of its Affiliates that is not a Subsidiary of the Issuer; 




(any
such dividend, distribution, purchase, redemption, other acquisition, retirement or Loan described in (i) through (iii) above being hereinafter referred to as a "Restricted
Payment"), unless at the time the Issuer or such Restricted Subsidiary makes such Restricted Payment and after giving effect thereto: 




        (1)   no
Default or Event of Default shall have occurred and be continuing (or would result therefrom); 


        (2)   the
Issuer's Fixed Charge Coverage Ratio is greater than or equal to 2.2; and 


        (3)   the
Issuer's Leverage Ratio is less than or equal to 55%. 





        Notwithstanding
the foregoing, the Issuer or any of its Restricted Subsidiaries may declare, make or pay any Restricted Payment, if at the time the Issuer or such Restricted Subsidiary
makes such Restricted Payment and after giving effect thereto: 




        (1)   no
Default or Event of Default shall have occurred and be continuing (or would result therefrom); and 


        (2)   the
aggregate amount of such Restricted Payment and all other Restricted Payments made since the original date of issuance of the Initial Senior Notes would not exceed
the sum of: 



(A)  $175 million; 


(B)  75%
of Adjusted Consolidated Net Income accumulated since the original date of issuance of the Initial Senior Notes to the end of the most recent fiscal quarter ending at least
45 days prior to the date of such Restricted Payment; and 


(C)  the
aggregate net cash proceeds received by the Issuer after the original date of issuance of the Initial Senior Notes from capital contributions or the issuance of Capital Stock of
the Issuer to a Person who is not a Subsidiary of the Issuer, or from the issuance to such a Person of options, warrants or other rights to acquire such Capital Stock of the Issuer. 






        None
of the foregoing provisions will prohibit: 



        (i)    dividends
or other distributions paid in respect of any class of Capital Stock issued by the Issuer in connection with the acquisition of any business or assets by the
Issuer or a Restricted Subsidiary where the dividends or other distributions with respect to such Capital Stock are payable solely from the net earnings of such business or assets; 



        (ii)   any
purchase or redemption of Capital Stock of the Issuer made by exchange for, or out of the proceeds of the substantially concurrent sale of,
Non-Convertible Capital Stock of the Issuer; or 


        (iii)  dividends
paid within 60 days after the date of declaration thereof if at such date of declaration such dividends would have complied with this covenant. 



11








 





        SECTION
3.2    Limitation on Liens.    


        (a)   The
Issuer shall not, nor will it permit any Restricted Subsidiary to, create, assume, incur or suffer to exist any Lien upon any Principal Property, whether owned or
leased on the date of the Indenture or thereafter acquired, to secure any Debt of the Issuer or any other Person (other than the Senior Notes), without in any such case making effective provision
whereby all of the Senior Notes outstanding shall be secured equally and ratably with, or prior to, such Debt so long as such Debt shall be so secured. There is excluded from this restriction: 



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


        (ii)  any
Lien upon any property or assets created at the time of acquisition of such property or assets by the Issuer or any Restricted Subsidiary or within 18 months
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 18 months of such acquisition; 


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


        (iv)  any
Lien upon any property or assets of a Person existing thereon at the time such Person becomes a Restricted Subsidiary by acquisition, merger or otherwise (whether
or not such Lien was created in anticipation of such acquisition); 


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


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


        (vii)  any
Lien in favor of the Issuer or any Restricted Subsidiary; 


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


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


        (x)  Permitted
Liens; 


        (xi)  any
Lien created by any program providing for the financing, sale or other disposition of trade or other receivables classified as current assets in accordance with
United States generally accepted accounting principles entered into by the Issuer or by a Subsidiary of the Issuer, provided that such program is on
terms customary for similar transactions, or any document executed by any Subsidiary of the Issuer in connection therewith, provided that such Lien is
limited to the trade or other receivables in respect of which such program is created or exists, and the proceeds thereof; 



12







 




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


        (xiii)  any
extension, renewal, refinancing, refunding or replacement (or successive extensions, renewals, refinancing, refundings or replacements) of any Lien, in whole or
in part, that is referred to in clauses (i) through (vi), inclusive, above (and Liens related thereto referred to in clause (xii) above), or of any Debt secured thereby;  provided, however, that the principal amount of Debt secured thereby shall not exceed the greater of the
principal amount of Debt so secured at the time of such extension, renewal, refinancing, refunding or replacement and the original principal amount of Debt so secured (plus in each case the aggregate
amount of premiums, other payments, costs and expenses paid or incurred in connection with such extension, renewal, refinancing, refunding or replacement); provided
further, however, that such extension, renewal, refinancing, refunding or replacement shall be limited to all or a part of the
property (including improvements, alterations and repairs on such property) subject to the encumbrance so extended, renewed, refinanced, refunded or replaced (plus improvements, alterations and
repairs on such property). 




        Notwithstanding
the foregoing, the Issuer may, and may permit any Restricted Subsidiary to, create, assume, incur, or suffer to exist any Lien upon any Principal Property to secure Debt
of the Issuer or any other Person (other than the Senior Notes) that is not otherwise excepted by clauses (i) through (xiii), inclusive, above without securing the Senior Notes,  provided that the
aggregate principal amount of all Debt then outstanding secured by such Lien and all similar Liens, together with all net sale
proceeds from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (i) through (iv), inclusive, of Section 3.3(a) of this
Fourth Supplemental Indenture) does not exceed the greater of 15% of Consolidated Net Tangible Assets or 15% of Total Capital. 


        SECTION
3.3    Restriction on Sale-Leasebacks.    


        (a)   The
Issuer shall not, nor shall it permit any Restricted Subsidiary to, engage in a Sale-Leaseback Transaction, unless: 



        (i)  the
Sale-Leaseback Transaction occurs within 18 months from the date of acquisition of the Principal Property subject thereto or the date of the
completion of construction or commencement of full operations on such Principal Property, whichever is later; 


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


        (iii)  the
Issuer or such Restricted Subsidiary would be entitled to incur Debt secured by a Lien on the Principal Property subject thereto (pursuant to clauses
(i) through (xiii), inclusive, of the first paragraph of Section 3.2(a) of this Fourth Supplemental Indenture) in a principal amount equal to or exceeding the net sale proceeds from the
Sale-Leaseback Transaction without securing the Senior Notes; or 


        (iv)  the
Issuer or such Restricted Subsidiary, within an 18-month period after such Sale-Leaseback Transaction, applies or causes to be applied an
amount not less than the net sale proceeds from such Sale-Leaseback Transaction to (A) the repayment, redemption or retirement of Funded Debt of the Issuer or any Subsidiary of the
Issuer, or (B) investment in another Principal Property or in a Subsidiary of the Issuer which owns another Principal Property. 




        Notwithstanding
the foregoing, the Issuer may, and may permit any Restricted Subsidiary to, effect any Sale-Leaseback Transaction that is not otherwise excepted by clauses
(i) through (iv), inclusive, 


13







 

above,
provided that the net sale proceeds from such Sale-Leaseback Transaction, together with the aggregate principal amount of outstanding
Debt (other than the Senior Notes) secured by Liens upon any Principal Properties not excepted by clauses (i) through (xiii), inclusive, of Section 3.2(a) of this Fourth Supplemental
Indenture, do not exceed the greater of 15% of Consolidated Net Tangible Assets or 15% of Total Capital. 


        SECTION
3.4    Financial Information.    


        Whether
or not required by the SEC's rules and regulations, so long as any Senior Notes are outstanding, the Issuer shall furnish to the Holders of the Senior Notes, within the time
periods specified in the SEC's rules and regulations: 


        (1)   all
quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Issuer was required to file such
reports; and 


        (2)   all
current reports that would be required to be filed with the SEC on Form 8-K if the Issuer was required to file such reports. 


        The
Issuer will be required to prepare all such reports in all material respects in accordance with all applicable rules and regulations. The Issuer will include in each annual report on
Form 10-K a report on its consolidated financial statements by its certified independent public accountant. In addition, whether or not required by the SEC, the Issuer shall
file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the SEC's applicable rules
and regulations (unless the SEC will not accept such a filing) and make that information available to securities analysts and prospective investors upon request. 


        The
Issuer is currently required under the Exchange Act to file reports with the SEC. If the Issuer is no longer subject to the periodic reporting requirements of the Exchange Act for
any reason, the Issuer will nevertheless continue filing the reports specified in the preceding paragraphs with the SEC within the time periods specified above unless the SEC will not accept such a
filing. The Issuer agrees not to take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Issuer's filings for
any reason, the Issuer will post the reports referred to in this Section 3.4 on the website www.panhandleenergy.com within the time periods that would apply if the Issuer was required to file
those reports with the SEC. 


        For
so long as any Senior Notes remain outstanding, at any time the Issuer is not required to file the reports required by this Section 3.4 with the SEC, the Issuer shall furnish
at the Issuer's cost to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act. 


        SECTION
3.5    Applicability of Covenants.    



        Unless
otherwise stated herein, the foregoing covenants contained in this Article III shall only be in effect so long as any of the Senior Notes are outstanding. 


 
 

ARTICLE IV.    
    
    DEFAULT    
    


        SECTION
4.1    General.    



        All
of the events specified in paragraphs (1) through (6) in Section 6.01(a) of the Base Indenture shall be "Events of Default" with respect to the Senior Notes. 


        SECTION
4.2    Additional Event of Default.    


        The
following event shall be an "Event of Default" with respect to the Senior Notes: as a result of any action taken by the Issuer or its direct or indirect equity holders, there is a
change in the Issuer's federal income tax status or a change in the deemed issuer of the indebtedness evidenced by the Senior Notes for federal income tax purposes, unless (i) Holders of more
than 50% in principal amount of the Senior Notes consent to such change or (ii) (a) the Issuer certifies to the Trustee that it has received a ruling from the Internal Revenue Service or
(b) the Issuer delivers to the Trustee an opinion of nationally recognized independent counsel reasonably acceptable in form and substance to the Trustee, in either case to the effect that the
Holders of the Senior Notes will not recognize income, gain or loss for federal income tax purposes as a result of the change and that such Holders 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 the change had not occurred. 


14








  



 
 

ARTICLE V.    
    
    DEFEASANCE    
    


        SECTION
5.1    General.    


        All
of the provisions of Article XI of the Base Indenture shall be applicable to the Senior Notes. 


        SECTION
5.2    Covenant Defeasance.    


        With
respect to and pursuant to the terms of Section 11.02(b) of the Base Indenture, the release of covenant obligations provided for therein shall, with respect to the Senior
Notes, also apply to Section 3.1, Section 3.2, and Section 3.3 of this Fourth Supplemental Indenture. 


 
 

ARTICLE VI.    
    
    FORM OF SENIOR NOTES    
    


        SECTION
6.1    Form of Senior Notes.    



        The
Series A Notes and the Series B Notes, and the Trustee's Certificate of Authentication to be endorsed thereon, are to be substantially in the following forms: 


[FORM
OF FACE OF 2.75% SENIOR NOTES DUE 2007, SERIES A,

AND PRIVATE EXCHANGE NOTES] 


        Unless
and until a Senior Note is exchanged for an Exchange Note (except for a Private Exchange Note) or sold in connection with an effective Registration Statement pursuant to the
Registration Rights Agreement, the Global Notes shall bear the legend set forth below on the face thereof. 



THE
SENIOR NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS SENIOR NOTE NOR ANY INTEREST HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ("RULE 144A") UNDER
THE SECURITIES ACT), (2) AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER THIS SENIOR NOTE EXCEPT (A) TO PANHANDLE EASTERN PIPE LINE COMPANY, LLC, (B) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SENIOR NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE TO WHOM NOTICE IS GIVEN THAT THE TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH
PERSON TO WHOM THIS SENIOR NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT PANHANDLE EASTERN PIPE LINE COMPANY,
LLC AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) ABOVE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, 



15







 

BUT
ONLY IF THIS SENIOR NOTE IS NOT A GLOBAL NOTE (AS DEFINED IN THE INDENTURE REFERRED TO HEREIN), TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SENIOR
NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO PANHANDLE EASTERN PIPE LINE COMPANY, LLC AND THE TRUSTEE. 




        This
Senior Note is a Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depositary or a nominee of the Depositary. This Senior
Note is exchangeable for Senior Notes registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and may not be
transferred except as a whole by the Depositary to a nominee of the Depositary, 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 a successor Depositary. 


        Unless
this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer 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 is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is 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. 


        Unless
and until it is exchanged in whole or in part for Senior Notes in definitive registered form in accordance with the provisions of the Indenture applicable to such exchange, this
certificate may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor Depository or a
nominee of such successor Depository. 


16







 


	CUSIP No. 698465BK6	 	$[        ]




Panhandle
Eastern Pipe Line Company, LLC 


2.75%
SENIOR NOTE DUE 2007, SERIES A 


        PANHANDLE
EASTERN PIPE LINE COMPANY, LLC, a Delaware limited liability company (the "Issuer"), for value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of [AMOUNT IN WORDS] dollars ($[            ]) on March 15, 2007 ("Maturity") and to pay interest thereon from March 12,
2004 (the "Original Issue Date") or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for,
semi-annually in arrears on March 15th and September 15th in each year, commencing September 15, 2004 and at Maturity at the rate of 2.75%
per annum, until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of interest at the same rate per annum; provided that if any Registration Default with
respect to this Senior Note occurs under the Registration Rights Agreement, then the per annum interest rate on this Senior Note will increase for the period from the occurrence of such Registration
Default until such time as no Registration Default is in effect with respect to this Senior Note (at which time the interest rate will be reduced to its initial rate) at a per annum rate of 0.25% for
the first 90-day period following the occurrence of such Registration Default, and by an additional 0.25% thereafter (up to a maximum of 0.50%). The amount of interest payable on any
Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Senior Note is
not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such
delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as
if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the person in whose
name this Senior Note (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment which shall
be the close of business on the 1st day of the calendar month in which such Interest Payment Date occurs. Any such interest installment not punctually paid or duly provided for shall
forthwith cease to be payable to the registered holders on such regular record date, and may be paid to the person in whose name this Senior Note (or one or more Predecessor Securities) is registered
at the close of business on a special record date to be fixed by the Trustee (as defined below) for the payment of such defaulted interest, notice whereof shall be given to the registered holders of
this series of Senior Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Senior Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Any accrued and unpaid interest
(including any additional interest payable upon the occurrence of a Registration Default) on this Senior Note upon the issuance of an Exchange Note (as defined in the Indenture) or a Private Exchange
Note (as defined in the Indenture) in exchange for this Senior Note shall cease to be payable to the holder hereof and shall be payable on the next Interest Payment Date for such Exchange Note or
Private Exchange Note to the holder thereof on the related regular record date. The principal of (and premium, if any) and the interest on this Senior Note shall be payable at the office or agency of
the Trustee maintained for that purpose in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts;  provided,
however, that payment of interest may be made at the option of the Issuer by check mailed to
the registered holder at such address as shall appear in the Security Register. 


17







 



        This
Senior Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication
hereon shall have been signed by or on behalf of the Trustee. 


        The
provisions of this Senior Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this
place. 


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


Dated
[    ] 



	 	 	PANHANDLE EASTERN PIPE LINE COMPANY, LLC
	

 	
 	

By	

 Name:

Title:





Attest:




	

By	

 Name:

Title:	

 




18







 
[FORM
OF CERTIFICATE OF AUTHENTICATION]

CERTIFICATE OF AUTHENTICATION 


        This
is one of the Senior Notes of the series of Senior Notes described in the within-mentioned Indenture. 


J.P.
MORGAN TRUST COMPANY, NATIONAL

ASSOCIATION, as Trustee 



	

By	

 Authorized Signatory	

 




19








   
[FORM OF REVERSE OF SENIOR NOTE] 


        This
Senior Note is one of a duly authorized series of Securities of the Issuer (herein sometimes referred to as the "Senior Notes"), specified in the Indenture, issued or to be issued
in one or more series under and pursuant to an indenture (the "Base Indenture") dated as of March 29, 1999 among the Issuer, CMS Panhandle Holding Company, a Michigan corporation (which has
merged into the Issuer), and NBD Bank, as trustee (predecessor to J.P. Morgan Trust Company, National Association), further supplemented by the Fourth Supplemental Indenture dated as of
March 12, 2004 between the Issuer and J.P. Morgan Trust Company, National Association, as trustee (the "Trustee") (the Base Indenture as so supplemented, hereinafter being referred to as the
"Indenture"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Issuer and the holders of the Senior Notes. By the terms of the Indenture, the Senior Notes are issuable in series which may vary as to amount, date of maturity, rate of interest
and in other respects as in the Indenture provided. This series of Senior Notes is not limited in aggregate principal amount, as specified in said Fourth Supplemental Indenture. 



        The
Senior Notes are redeemable at the option of the Issuer at any time and from time to time, in whole or in part, upon not less than 30 days nor more than 60 days notice
to each holder of such Senior Notes, at a redemption price equal to the greater of (i) 100% of the principal amount of such Senior Notes to be redeemed and (ii) the sum of the present
values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points plus accrued and unpaid interest thereon to the date of redemption. Unless there is
a default in the payment of the redemption price, on and after the applicable redemption date, interest will cease to accrue on the Senior Notes or portions thereof called for redemption. 


        "Comparable
Treasury Issue" means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable
to the remaining term of the Senior Notes 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 a comparable maturity to the remaining term of such Senior Notes. 



        "Comparable
Treasury Price" means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the
highest and lowest
such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. 


        "Independent
Investment Banker" means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Issuer. 


        "Reference
Treasury Dealer" means each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse First Boston LLC and J.P. Morgan Securities Inc. or their
affiliates plus three others which are primary U.S. Government securities dealers, and their respective successors; provided,  however, that if any of the
foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in The City of New York (a
"Primary Treasury Dealer"), the Issuer shall substitute therefor another Primary Treasury Dealer. 


        "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m. New
York time on the third Business Day preceding such redemption date. 


20







 



        "Treasury
Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity or interpolated (on a day count basis) of the
Comparable Treasury Issue, assuming 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
Issuer may purchase the Senior Notes in the open market, by tender or otherwise. Senior Notes so purchased may be held, resold or surrendered to the Trustee for cancellation. If
applicable, the Issuer will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and other securities laws and
regulations in connection with any such purchase. 


        No
sinking fund is provided for the Senior Notes. 


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


        The
Indenture contains provisions for defeasance at any time of (i) the entire indebtedness of this Senior Note or (ii) certain restrictive covenants and certain other
obligations with respect to this Senior Note, in each case upon compliance with certain conditions set forth therein. 



        The
Indenture permits, with certain exceptions as therein provided, modifications and amendments of the Indenture by the Issuer and the Trustee with the consent of the holders of a
majority in aggregate principal amount of the outstanding Senior Notes. 


        The
Indenture provides that the holders of a majority in aggregate principal amount of the outstanding Senior Notes may, on behalf of the holders of all Senior Notes, modify or eliminate
restrictive covenants, which right includes the right to waive insofar as the Senior Notes are concerned, compliance by the Issuer with certain restrictive provisions of the Indenture. 



        The
Indenture provides that the holders of a majority in aggregate principal amount of the outstanding Senior Notes may, on behalf of all holders of Senior Notes, waive any past default
under the Indenture with respect to any Senior Notes, except a default (i) in the payment of principal of, or premium, if any, or any interest on any Senior Note; or (ii) in respect of a
covenant or provision of the Indenture which cannot be modified or amended without the consent of the holder of each outstanding Senior Note affected. 


        The
Indenture provides that, subject to the duty of the Trustee during default to act with the required standard of care, the Trustee will be under no obligation to exercise any of its
rights or powers under the Indenture at the request or direction of any of the holders, unless such holders shall have offered to the Trustee reasonable indemnity. Subject to such provisions for the
indemnification of the Trustee, the holders of a majority in aggregate principal amount of the outstanding Senior Notes have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Senior Notes; provided,  however,
that the Trustee shall not be obligated to take any action unduly prejudicial to holders not joining in such direction or involving the Trustee
in personal liability. 


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


        As
provided in the Indenture and subject to certain limitations therein and herein set forth, the transfer of this Senior Note is registrable in the Security Register, upon surrender of
this Senior Note for registration of transfer at the office or agency of the Issuer in any place where the principal of and any premium and interest on this Senior Note are payable, duly endorsed by,
or accompanied by a 


21







 



written
instrument of transfer in form satisfactory to the Issuer and the Security Registrar duly executed by, the holder hereof or his attorney duly authorized in writing, and thereupon one or more
new Senior Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 



        The
Senior Notes are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Senior Notes are exchangeable for a like aggregate principal amount of Senior Notes 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 Issuer may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. 


        The
Issuer shall not be required to (a) issue, exchange or register the transfer of this Senior Note for a period of 15 days next preceding the mailing of the notice of
redemption of Senior Notes or (b) exchange or register the transfer of any Senior Note or any portion thereof selected, called or being called for redemption, except in the case of any Senior
Note to be redeemed in part, the portion thereof not so to be redeemed. 


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


        No
recourse shall be had for the payment of the principal of or the interest on this Senior Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect
of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Issuer or of any predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the
issuance hereof, expressly waived and released. 


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


[IF
SENIOR NOTE IS A RESTRICTED SENIOR NOTE] 


RESTRICTED
CERTIFICATE OF TRANSFER 


        FOR
VALUE RECEIVED, THE UNDERSIGNED HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO _______________________ 


(Please
print or typewrite name and address including postal zip code, of assignee) 



	 	 	
	 	 





(PLEASE
INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE) 



	 	 	
	 	 
	 	 	
	 	 
	 	 	
	 	 





the
within Senior Note and all rights thereunder, and hereby irrevocably constitutes and appoints 



	 	 	
	 	 





to
transfer said Senior Note on the books of the Issuer, with full power of substitution in the premises. 


22







 



The
undersigned certifies that said Senior Note is being resold, pledged or otherwise transferred as follows: (check one) 



	o	 	to the Issuer;	 	 
	

o	
 	

to a Person whom the undersigned reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") purchasing for its own account or for the account of a
qualified institutional buyer to whom notice is given that the resale, pledge or other transfer is being made in reliance on Rule 144A;
	

o	
 	

as otherwise permitted by the non-registration legend appearing on this Senior Note; or
	

o	
 	

as otherwise agreed by the Issuer, confirmed in writing to the Trustee, as follows: (describe)
	

 	
 	

	
 	

 
	

 	
 	

	
 	

 





	

Dated:	
 	

	
 	

	
 	

]
	 	 	 	 	[Name of Assignor]	 	 




[IF
SENIOR NOTE IS NOT A RESTRICTED SENIOR NOTE] 


CERTIFICATE
OF TRANSFER 


        FOR
VALUE RECEIVED, THE UNDERSIGNED HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO _______________________ 


        (Please
print or typewrite name and address including postal zip code, of assignee) 



	 	 	
	 	 
	 	 	
	 	 





(PLEASE
INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE) 



	 	 	
	 	 
	 	 	
	 	 





        the
within Senior Note and all rights thereunder, and hereby irrevocably constitutes and appoints                        to transfer
said Senior Note on the books of the Issuer, with full power
of substitution in the premises. 



	Dated:	 	
	 	
	 	]
	 	 	 	 	[Name of Assignor]	 	 




[FORM
OF FACE OF 2.75% SENIOR NOTES DUE 2007, SERIES B] 


        This
Senior Note is a Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depositary or a nominee of the Depositary. This Senior
Note is exchangeable for Senior Notes registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and may not be
transferred except as a whole by the Depositary to a nominee of the Depositary, 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 a successor Depositary. 



        Unless
this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer 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 is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO 


23







 



ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. 


        Unless
and until it is exchanged in whole or in part for Senior Notes in definitive registered form in accordance with the provisions of the Indenture applicable to such exchange, this
certificate may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor Depository or a
nominee of such successor Depository. 



	CUSIP No. 698465BL4	 	$[        ]




Panhandle
Eastern Pipe Line Company, LLC 


2.75%
SENIOR NOTE DUE 2007, SERIES B 


        PANHANDLE
EASTERN PIPE LINE COMPANY, LLC, a Delaware limited liability company (the "Issuer"), for value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of [AMOUNT IN WORDS] dollars ($[            ]) on March 15, 2007 ("Maturity") and to pay interest thereon from March 12,
2004 (the "Original Issue Date") or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for,
semi-annually in arrears on March 15th and September 15th in each year, commencing September 15, 2004 and at Maturity at the rate of 2.75%
per annum, until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of interest at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a
360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Senior Note is not a Business Day, then payment of interest payable on
such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so
payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the person in whose name this Senior Note (or one or more Predecessor
Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment which shall be the close of business on the 1st
day of the calendar month in which such Interest Payment Date occurs. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered
holders on such regular record date, and may be paid to the person in whose name this Senior Note (or one or more Predecessor Securities) is registered at the close of business on a special record
date to be fixed by the Trustee (as defined below) for the payment of such defaulted interest, notice whereof shall be given to the registered holders of this series of Senior Notes not less than
10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Senior Notes may
be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Senior Note shall be
payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public
and private debts; provided, however, that payment of interest may be made at the option of the Issuer
by check mailed to the registered holder at such address as shall appear in the Security Register. 


        This
Senior Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication
hereon shall have been signed by or on behalf of the Trustee. 


24







 



        The
provisions of this Senior Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this
place. 


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


Dated
[    ] 



	 	 	PANHANDLE EASTERN PIPE LINE COMPANY, LLC
	

 	
 	

By	

 Name:

Title:





Attest:




	

By	

 Name:

Title:	

 




25








  




[FORM OF CERTIFICATE OF AUTHENTICATION] 


CERTIFICATE
OF AUTHENTICATION 


        This
is one of the Senior Notes of the series of Senior Notes described in the within-mentioned Indenture. 



	

J.P. MORGAN TRUST COMPANY, NATIONAL

ASSOCIATION, as Trustee	

 
	

By	

 [Authorized Signatory]	

 




[FORM
OF REVERSE OF SENIOR NOTE] 


        This
Senior Note is one of a duly authorized series of Securities of the Issuer (herein sometimes referred to as the "Senior Notes"), specified in the Indenture, issued or to be issued
in one or more series under and pursuant to an indenture (the "Base Indenture") dated as of March 29, 1999 among
the Issuer, CMS Panhandle Holding Company, a Michigan corporation (which has merged into the Issuer), and NBD Bank, as trustee (predecessor to J.P. Morgan Trust Company, National Association), further
supplemented by the Fourth Supplemental Indenture dated as of March 12, 2004 between the Issuer and J.P. Morgan Trust Company, National Association, as trustee (the "Trustee") (the Base
Indenture as so supplemented, hereinafter being referred to as the "Indenture"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Issuer and the holders of the Senior Notes. By the terms of the Indenture, the Senior Notes are issuable in
series which may vary as to amount, date of maturity, rate of interest and in other respects as in the Indenture provided. This series of Senior Notes is not limited in aggregate principal amount, as
specified in said Fourth Supplemental Indenture. 


        The
Senior Notes are redeemable at the option of the Issuer at any time and from time to time, in whole or in part, upon not less than 30 days nor more than 60 days notice
to each holder of such Senior Notes, at a redemption price equal to the greater of (i) 100% of the principal amount of such Senior Notes to be redeemed and (ii) the sum of the present
values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued and unpaid interest thereon to the date of redemption. Unless there
is a default in the payment of the redemption price, on and after the applicable redemption date, interest will cease to accrue on the Senior Notes or portions thereof called for redemption. 



        "Comparable
Treasury Issue" means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable
to the remaining term of the Senior Notes 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 a comparable maturity to the remaining term of such Senior Notes. 


        "Comparable
Treasury Price" means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the
highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. 


26







 



        "Independent
Investment Banker" means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Issuer. 


        "Reference
Treasury Dealer" means each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse First Boston LLC and J.P. Morgan Securities Inc. or their
affiliates plus three others which are
primary U.S. Government securities dealers, and their respective successors; provided, however, that if
any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in The City of New York (a "Primary Treasury Dealer"), the Issuer shall substitute therefor
another Primary Treasury Dealer. 


        "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m. New
York time on the third Business Day preceding such redemption date. 


        "Treasury
Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity or interpolated (on a day count basis) of the
Comparable Treasury Issue, assuming 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
Issuer may purchase the Senior Notes in the open market, by tender or otherwise. Senior Notes so purchased may be held, resold or surrendered to the Trustee for cancellation. If
applicable, the Issuer will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and other securities laws and
regulations in connection with any such purchase. 


        No
sinking fund is provided for the Senior Notes. 


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


        The
Indenture contains provisions for defeasance at any time of (i) the entire indebtedness of this Senior Note or (ii) certain restrictive covenants and certain other
obligations with respect to this Senior Note, in each case upon compliance with certain conditions set forth therein. 


        The
Indenture permits, with certain exceptions as therein provided, modifications and amendments of the Indenture by the Issuer and the Trustee with the consent of the holders of a
majority in aggregate principal amount of the outstanding Senior Notes. 


        The
Indenture provides that the holders of a majority in aggregate principal amount of the outstanding Senior Notes may, on behalf of the holders of all Senior Notes, 



        modify
or eliminate restrictive covenants, which right includes the right to waive insofar as the Senior Notes are concerned, compliance by the Issuer with certain restrictive provisions
of the Indenture. 


        The
Indenture provides that the holders of a majority in aggregate principal amount of the outstanding Senior Notes may, on behalf of all holders of Senior Notes, waive any past default
under the Indenture with respect to any Senior Notes, except a default (i) in the payment of principal of, or premium, if any, or any interest on any Senior Note; or (ii) in respect of a
covenant or provision of the Indenture which cannot be modified or amended without the consent of the holder of each outstanding Senior Note affected. 



        The
Indenture provides that, subject to the duty of the Trustee during default to act with the required standard of care, the Trustee will be under no obligation to exercise any of its
rights or powers 


27







 



under
the Indenture at the request or direction of any of the holders, unless such holders shall have offered to the Trustee reasonable indemnity. Subject to such provisions for the indemnification of
the Trustee, the holders of a majority in aggregate principal amount of the outstanding Senior Notes have the right to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Senior Notes; provided,  however, that the Trustee
shall not be obligated to take any action unduly prejudicial to holders not joining in such direction or involving the Trustee
in personal liability. 


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



        As
provided in the Indenture and subject to certain limitations therein and herein set forth, the transfer of this Senior Note is registrable in the Security Register, upon surrender of
this Senior Note for registration of transfer at the office or agency of the Issuer in any place where the principal of and any premium and interest on this Senior Note are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar duly executed by, the holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Senior Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or
transferees. 


        The
Senior Notes are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain
limitations therein set
forth, Senior Notes are exchangeable for a like aggregate principal amount of Senior Notes 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 Issuer may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. 


        The
Issuer shall not be required to (a) issue, exchange or register the transfer of this Senior Note for a period of 15 days next preceding the mailing of the notice of
redemption of Senior Notes or (b) exchange or register the transfer of any Senior Note or any portion thereof selected, called or being called for redemption, except in the case of any Senior
Note to be redeemed in part, the portion thereof not so to be redeemed. 


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


        No
recourse shall be had for the payment of the principal of or the interest on this Senior Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect
of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Issuer or of any predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the
issuance hereof, expressly waived and released. 


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


28







 


CERTIFICATE OF TRANSFER 


        FOR
VALUE RECEIVED, THE UNDERSIGNED HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO____________________ 



	 	 	
	 	 
	 	 	
	 	 
	 	 	
	 	 





        (Please
print or typewrite name and address including postal zip code, of assignee) 



	 	 	
	 	 





        (PLEASE
INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE) 



	 	 	
	 	 





        the
within Senior Note and all rights thereunder, and hereby irrevocably constitutes and appoints 



	 	 	
	 	 
	 	 	
	 	 





        to
transfer said Senior Note on the books of the Issuer, with full power of substitution in the premises. 



	Dated:	 	
	 	
	 	]
	 	 	 	 	[Name of Assignor]	 	 




 
 

ARTICLE VII.    
    
    ISSUANCE OF SENIOR NOTES    
    


        SECTION
7.1    Original Issue of Senior Notes.    


        Upon
execution of this Fourth Supplemental Indenture, the Series A Notes in the initial principal amount of $200,000,000 may be executed by the Issuer. Such Senior Notes may be
delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Senior Notes to or upon the written order of the Issuer, signed by its Chairman, President or
any Vice President and its Secretary or an Assistant Secretary, without any further action by the Issuer. Further, upon execution of this Fourth Supplemental Indenture, the Series B Notes in
the initial principal amount not to exceed $200,000,000 may be executed by the Issuer. Such Senior Notes may be delivered to the Trustee to hold until a Registration Statement has been declared
effective by the SEC and the Exchange Offer has been consummated or a resale has been effected under such Registration Statement, and the Trustee shall thereupon authenticate and deliver said Senior
Notes to or upon the
written order of the Issuer, signed by its Chairman, President or any Vice President and its Secretary or an Assistant Secretary, without any further action by the Issuer. 


        SECTION
7.2    Additional Senior Notes.    


        Upon
execution of this Fourth Supplemental Indenture, subject to Section 2.1 and Section 2.6 hereof, Additional Senior Notes may be executed by the Issuer. Such Additional
Senior Notes issued as Series A Notes may be delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Additional Senior Notes to or upon the
written order of the Issuer, signed by its Chairman, President or any Vice President and its Secretary or an Assistant Secretary, without any further action by the Issuer. Such Additional Senior Notes
issued as Series B Notes may be delivered to the Trustee to hold until a Registration Statement has been declared effective by the SEC and the Exchange Offer has been consummated or a resale
has been effected under such Registration Statement, and the Trustee shall thereupon authenticate and deliver said Senior Notes to or upon the 


29







 



written
order of the Issuer, signed by its Chairman, President or any Vice President and its Secretary or an Assistant Secretary, without any further action by the Issuer. 


 
 

ARTICLE VIII.    
    
    MISCELLANEOUS    
    


        SECTION
8.1    Ratification of Indenture.    



        The
Base Indenture, as supplemented by this Fourth Supplemental Indenture, is in all respects ratified and confirmed, and this Fourth Supplemental Indenture shall be deemed part of the
Indenture in the manner and to the extent herein and therein provided. The provisions of this Fourth Supplemental Indenture shall supersede the provisions of the Indenture to the extent the Indenture
is inconsistent herewith. 


        SECTION
8.2    Trustee Not Responsible for Recitals.    



        The
recitals herein contained are made by the Issuer and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as
to the validity or sufficiency of this Fourth Supplemental Indenture. 


        SECTION
8.3    Governing Law.    


        This
Fourth Supplemental Indenture and each Senior Note shall be deemed to be a contract made under the internal laws of the State of New York, and for all purposes shall be construed in
accordance with the laws of said State. 


        SECTION
8.4    Separability.    


        In
case any one or more of the provisions contained in this Fourth Supplemental Indenture or in the Senior Notes shall for any reason be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Fourth Supplemental Indenture or of the Senior Notes, but this Fourth Supplemental Indenture
and the Senior Notes shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein. 


        SECTION
8.5    Counterparts.    


        This
Fourth Supplemental Indenture may be executed 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, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed as of the day and year first above written. 



	 	 	PANHANDLE EASTERN PIPE LINE COMPANY, LLC,

as Issuer
	

 	
 	

By:	

 Name:
	

 	
 	

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
	

 	
 	

By:	

 Name:

Title:




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QuickLinks


ARTICLE I. DEFINITIONS

ARTICLE II. GENERAL TERMS AND CONDITIONS OF THE SENIOR NOTES


ARTICLE III. COVENANTS

ARTICLE IV. DEFAULT


ARTICLE V. DEFEASANCE

ARTICLE VI. FORM OF SENIOR NOTES


ARTICLE VII. ISSUANCE OF SENIOR NOTES

ARTICLE VIII. MISCELLANEOUS