Exhibit 4.A


    EXHIBIT
      4.A

    


    


     

    SECOND
      SUPPLEMENTAL
      INDENTURE, DATED AS OF APRIL 4, 2007 (HEREIN CALLED THE “SECOND
      SUPPLEMENTAL INDENTURE”),
      BETWEEN EL PASO
      NATURAL GAS COMPANY, A DELAWARE CORPORATION (HEREIN CALLED THE “COMPANY”),
      HAVING ITS
      PRINCIPAL OFFICE AT 1001 LOUISIANA STREET, HOUSTON, TEXAS 77002 AND WILMINGTON
      TRUST COMPANY, A DELAWARE BANKING CORPORATION, AS TRUSTEE UNDER THE INDENTURE
      REFERRED TO BELOW (HEREIN CALLED THE “TRUSTEE”).

     

    RECITALS
      OF
      THE COMPANY

     

    WHEREAS,
      the
      Company has heretofore executed and delivered to the Trustee (as successor
      in
      interest to JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank))
      the Indenture, dated as of November 13, 1996 (such Indenture as amended and
      supplemented through the date hereof by the First Supplemental Indenture thereto
      dated as of June 10, 2002 being herein called the “Original
      Indenture”),
      providing for
      the issuance from time to time of one or more series of the Company’s unsecured
      debentures, notes or other evidences of indebtedness (herein called the
“Securities”),
      the terms of
      which are to be determined as set forth in Section 301 of the Original
      Indenture; and

     

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

     

    WHEREAS,
      the
      Company desires to create a series of the Securities in an aggregate principal
      amount of $355,000,000, which series shall be designated the 5.95% Senior Notes
      Due 2017 (the “Notes”),
      and all action
      on the part of the Company necessary to authorize the issuance of the Notes
      under the Original Indenture and this Second Supplemental Indenture has been
      duly taken; and

     

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

     

    NOW,
      THEREFORE,
      THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:

     

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

     

     

    ARTICLE
      1

    Definitions

     

    Section
      1.01  .
      Defined
      Terms; Vote and Consent. For
      purposes
      hereof, capitalized terms used herein and not otherwise defined herein or in
      the
      recitals shall have the meanings assigned to such terms in the Original
      Indenture. For
      all purposes of
      this Second Supplemental Indenture and the Original Indenture, as amended by
      this Second Supplemental Indenture, the term “Notes”
shall
      include the
      Initial 2017 Notes (as defined below) and any Exchange Notes (as defined below)
      to be issued and exchanged for any Initial 2017 Notes pursuant to the
      Registration Rights Agreement (as defined below) and this Second Supplemental
      Indenture. For purposes of the Original Indenture, as amended by this Second
      Supplemental Indenture, all Initial 2017 Notes and Exchange Notes shall vote
      and
      consent together as one series of Securities and shall not have the right to
      vote and consent as a series separate from one another on any matter under
      the
      Original Indenture, as so amended by this Second Supplemental
      Indenture.

     

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

     

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

     

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

     

    “Exchange
      Notes”
means
      any
      securities issued by the Company (pursuant to the Exchange Offer or otherwise)
      to be offered to Holders of Initial 2017 Notes in exchange for such Initial
      2017
      Notes pursuant to the Exchange Offer and containing terms identical in all
      material respects to the Initial 2017 Notes for which they are exchanged except
      that (i) interest thereon shall accrue from the last date on which interest
      was
      paid on the Initial 2017 Notes or, if no such interest has been paid, from
      the
      date of issuance of the Initial 2017 Notes, (ii) the Exchange Notes will not
      contain the legend appearing on the face of the Initial 2017 Notes in the form
      recited in this Second Supplemental Indenture and will not contain terms with
      respect to transfer restrictions and (iii) the Exchange Notes will not contain
      terms with respect to the payment of Additional Interest for failure to comply
      with the Registration Rights Agreement.

     

    “Closing
      Date”
means
      April 4,
      2007.

     

    “Exchange
      Offer”
means
      the
      exchange offer by the Company of Exchange Notes for Initial 2017 Notes pursuant
      to the Registration Rights Agreement.

     

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

     

    “Initial
      2017 Notes”
means
      the Notes
      issued under this Second Supplemental Indenture which are not Exchange
      Notes.

     

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

     

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

     

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

     

    “Registration
      Rights Agreement”
means
      the
      Registration Rights Agreement, dated as of April 4, 2007 between the Company,
      Deutsche Bank Securities Inc. and Citigroup Global Markets Inc., on behalf
      of
      the initial purchasers of the Notes.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    ARTICLE
      2

    Terms
      and Issuance
      of 5.95% Senior Notes Due 2017

     

    Section
      2.01  .
      Issue of
      Notes. A
      series of
      Securities which shall be designated the “5.95% Senior Notes due 2017” shall be
      executed, authenticated and delivered in accordance with the provisions of,
      and
      shall in all respects be subject to, the terms, conditions and covenants of
      the
      Original Indenture, including without limitation the terms set forth in this
      Second Supplemental Indenture (including the form of Notes referred to in
Section
      2.02
      hereof). The aggregate principal amount of Notes which may be authenticated
      and
      delivered shall be $355,000,000 (subject to Notes authenticated and delivered
      as
      provided in Section 2.04 of this Second Supplemental Indenture or upon
      registration of transfer of, or in exchange for, or in lieu of, other Notes
      of
      this series pursuant to Section 304, 305, 306, 906 or 1107 under the Original
      Indenture). The entire amount of Notes may forthwith be executed by the Company
      and delivered to the Trustee and shall be authenticated by the Trustee and
      delivered to or upon the order of the Company pursuant to Section 303 of the
      Original Indenture.

     

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

     

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

     

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

     

     

    ARTICLE
      3

    Transfer
      and
      Exchange

     

    Section
      3.01  .
Transfer
      and
      Exchange of Global Securities.
      (a) The transfer
      and exchange of Global Securities or beneficial interests therein shall be
      effected through the Depositary, in accordance with this Second Supplemental
      Indenture (including applicable restrictions on transfer set forth herein,
      if
      any) and the procedures of the Depositary therefor. A transferor of a beneficial
      interest in a Global Security shall deliver to the Security Registrar a written
      order given in accordance with the Depositary's procedures containing
      information regarding the participant account of the Depositary to be credited
      with a beneficial interest in the Global Security. The Security Registrar shall,
      in accordance with such instructions, instruct the Depositary to credit to
      the
      account of the Person specified in such instructions a beneficial interest
      in
      the Global Security and to debit the account of the Person making the transfer
      the beneficial interest in the Global Security being transferred. 

     

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

    


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

     

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

     

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

     

    (b)
      Except as
      otherwise provided in Section 3.03, each Global Security that is an Initial
      2017
      Note (each a “Restricted
      Security”)
      shall bear the
      following legend (the “Restricted
      Legend”)
      on the face
      thereof:

     

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

    


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

    


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


    


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

    


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

    


    Section
      3.03  .
Removal
      of
      Restricted Legend.
      (i) If the
      Company determines (upon the advice of counsel and such other certifications
      and
      evidence as the Company may reasonably require) that any Note is eligible for
      resale pursuant to Rule 144(k) under the Securities Act (or a successor
      provision) and that the Restricted Legend is no longer necessary or appropriate
      in order to ensure that subsequent transfers of such Note (or a beneficial
      interest therein) are effected in compliance with the Securities Act, or (ii)
      (x) after an Initial 2017 Note is sold pursuant to an effective Registration,
      pursuant to the Registration Rights Agreement (if applicable) or otherwise,
      or
      (y) after an Initial 2017 Note is exchanged for an Exchange Note, the Company
      may instruct the Trustee to cancel such Note and issue to the Holder thereof
      (or
      to its transferee) a new Note of like tenor and amount, registered in the name
      of the Holder thereof (or its transferee), that does not bear the Restricted
      Legend, and the Trustee will comply with such instruction.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    ARTICLE
      4

    Miscellaneous

     

    Section
      4.01  .
      Execution as
      Supplemental Indenture. This
      Second
      Supplemental Indenture is executed and shall be construed as an indenture
      supplemental to the Original Indenture and, as provided in the Original
      Indenture, this Second Supplemental Indenture forms a part thereof. Except
      as
      herein expressly otherwise defined, the use of the terms and expressions herein
      is in accordance with the definitions, uses and constructions contained in
      the
      Original Indenture.

     

    Section
      4.02  .
      Responsibility for Recitals, Etc. The
      recitals herein
      and in the Notes (except in the Trustee’s certificate of authentication) shall
      be taken as the statements of the Company, and the Trustee assumes no
      responsibility for the correctness thereof. The Trustee makes no representations
      as to the validity or sufficiency of this Second Supplemental Indenture or
      of
      the Notes. The Trustee shall not be accountable for the use or application
      by
      the Company of the Notes or of the proceeds thereof.

     

    Section
      4.03  .
      Provisions
      Binding on Company’s Successors. All
      the covenants,
      stipulations, promises and agreements in this Second Supplemental Indenture
      contained by the Company shall bind its successors and assigns whether so
      expressed or not.

     

    Section
      4.04  .
      New York
      Contract. THIS
      SECOND
      SUPPLEMENTAL INDENTURE AND EACH NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     

    Section
      4.05  .
      Execution and
      Counterpart. This
      Second
      Supplemental Indenture may be executed with counterpart signature pages or
      in
      any number of counterparts, each of which shall be an original but such
      counterparts shall together constitute but one and the same
      instrument.

     

    IN
      WITNESS WHEREOF, El Paso Natural Gas Company has caused this Second Supplemental
      Indenture to be executed in its corporate name by its Chairman of the Board
      or
      its President or one of its Vice Presidents, and Wilmington Trust Company has
      caused this Second Supplemental Indenture to be executed in its corporate name
      by one of its authorized representatives as of April 4, 2007.

     

    
      	
              EL
                PASO
                NATURAL GAS COMPANY

               

            
	
              By:

            	/s/
              John J.
              Hopper
	
               
                Name: 
                John
                J.
                Hopper

            
	
               
                Title:   
Vice
                President and Secretary

            


    

    


    
      	
              WILMINGTON
                TRUST COMPANY

               

            
	
              By:

            	/s/
              Kristin L.
              Moore
	 	
              Name: 
                Kristin L. Moore

            
	 	
              Title:    
                Senior Financial Services Officer

            


    

    


    


    


    
      
        
          
            


             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

    

    



    EXHIBIT
      A

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    EL
      PASO
      NATURAL GAS COMPANY

    5.95%
      SENIOR NOTES DUE 2017

     

    NO.


    U.S.$

    CUSIP
      No.


     

    EL
      PASO NATURAL GAS COMPANY, a corporation duly incorporated and existing under
      the
      laws of Delaware (herein called the “Company,”
which
      term
      includes any successor Person under the Indenture hereinafter referred to),
      for
      value received, hereby promises to pay to CEDE & CO., or registered assigns,
      the principal sum of [THREE HUNDRED AND FIFTY FIVE MILLION] United States
      Dollars on April 15, 2017, and to pay interest thereon from April 4, 2007,
      or
      from the most recent Interest Payment Date to which interest has been paid
      or
      duly provided for, semi-annually on April 15 and October 15 in each year,
      commencing October 15, 2007 (each, an “Interest
      Payment Date”),
      at the rate of
      5.95% per annum, until the principal hereof is paid or made available for
      payment. The interest so payable, and punctually paid or duly provided for,
      on
      any Interest Payment Date will, as provided in such Indenture, be paid to the
      Person in whose name this Security (or one or more Predecessor Securities)
      is
      registered at the close of business on the regular record date for such
      interest, which shall be the April 1 or October 1 (whether or not a Business
      Day), as the case may be, next preceding such Interest Payment Date (each,
      a
“Regular
      Record Date”).
      Any such
      interest not so punctually paid or duly provided for shall forthwith cease
      to be
      payable to the Holder on such Regular Record Date and shall either be paid
      to
      the Person in whose name this Security (or one or more Predecessor Securities)
      is registered at the close of business on a special record date for the payment
      of such Defaulted Interest to be fixed by the Trustee (a “Special
      Record Date”),
      notice of which
      shall be given to Holders of Securities of this series not less than 10 days
      prior to such Special Record Date, or be paid at such time in any other lawful
      manner not inconsistent with the requirements of any securities exchange on
      which the Securities of this series may be listed, and upon such notice as
      may
      be required by such exchange, all as more fully provided in such
      Indenture.

     

    [In
      the event that
      a Registration Default (as defined in the Registration Rights Agreement) occurs,
      the Company shall pay additional interest (in addition to the interest otherwise
      due hereon) (“Additional
      Interest”)
      to the Holder
      during the first 90-day period immediately following the occurrence of any
      such
      Registration Default in an amount equal to 0.25% per annum (regardless of the
      number of Registration Defaults), increasing by 0.25% per annum with respect
      to
      each subsequent 90-day period, up to a maximum of 1.00% per annum, from and
      including the date on which any such Registration Default shall occur (subject
      to the terms of the Registration Rights Agreement) to but excluding the earlier
      of (1) the date on which all such Registration Defaults have been cured or
      (2)
      the date on which all the Notes otherwise become freely transferable by Holders
      other than affiliates of the Company without further registration under the
      Securities Act. The Company shall pay amounts due in respect of Additional
      Interest on each Interest Payment Date (or, if the Company shall default in
      the
      payment of interest on any Interest Payment Date, on the date such interest
      is
      otherwise paid as provided in the Indenture).]3 

     

    [Payment
      of the
      principal of and premium, if any, and interest on this Security will be made
      by
      transfer of immediately available funds to a bank account in New York, New
      York
      designated by the Holder in such coin or currency of the United States of
      America as at the time of payment is legal tender for payment of public and
      private debts.]4 

     

    [Payment
      of the
      principal of (and premium, if any) and interest on this Security will be made
      at
      the office or agency of the Company maintained for that purpose in the Borough
      of Manhattan, The City of New York, in such coin or currency of the United
      States of America as at the time of payment is legal tender for payment of
      public and private debts, or at such other offices or agencies as the Company
      may designate; provided,
however,
      that payment of
      interest may be made at the option of the Company by check mailed to the
      addresses of the Persons entitled thereto as such addresses shall appear in
      the
      Security Register.]5 

     

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

     

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

     

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

     

    Dated:

    
      	
              EL
                PASO
                NATURAL GAS COMPANY

               

            
	
              By:

            	 
	
              Name: 
                

            
	
              Title:   
                

            


    

    


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

     

    
      	
              WILMINGTON
                TRUST COMPANY,

               

              AS
                TRUSTEE

               

            
	
              By:

            	 
	
              Name:  
                

            
	
              Title:    
                

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    


    EL
      PASO
      NATURAL GAS COMPANY

    5.95%
      SENIOR NOTES DUE 2017

     

    This
      Security is
      one of a duly authorized issue of Securities of the Company (the “Securities”),
      issued and to
      be issued in one or more series under an Indenture dated as of November 13,
      1996, as amended and supplemented (the “Indenture”),
      between the
      Company and Wilmington Trust Company, a Delaware banking corporation (as
      successor in interest to JPMorgan Chase Bank (formerly known as The Chase
      Manhattan Bank)), as Trustee (the “Trustee,”
which
      term
      includes any successor trustee under the Indenture), to which Indenture and
      all
      indentures supplemental thereto reference is hereby made for a statement of
      the
      respective rights, limitations of rights, obligations, duties and immunities
      thereunder of the Company, the Trustee and the Holders of the Securities and
      of
      the terms upon which the Securities are, and are to be, authenticated and
      delivered. As provided in the Indenture, the Securities may be issued in one
      or
      more series, which different series may be issued in various aggregate principal
      amounts, may mature at different times, may bear interest, if any, at different
      rates, may be subject to different redemption provisions, if any, may be subject
      to different sinking, purchase or analogous funds, if any, may be subject to
      different covenants and Events of Default and may otherwise vary as in the
      Indenture provided or permitted. This Security is one of a series of Securities
      designated on the face hereof limited in aggregate principal amount to U.S.
      $355,000,000 (subject to Securities authenticated and delivered as provided
      in
      the following paragraph or upon registration of transfer of, or in exchange
      for,
      or in lieu of, other Securities of this series pursuant to Section 304, 305,
      306, 906 or 1107 under the Indenture).

     

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

     

    The
      Securities of
      this series are redeemable, upon not less than 30 nor more than 60 days’ notice
      by mail, as a whole or in part, at the option of the Company at any time at
      a
      Redemption Price equal to the greater of (i) 100% of the principal amount
      thereof and (ii) an amount equal to, as determined by an Independent Investment
      Banker, the sum of the present values of the remaining scheduled payments of
      principal and interest thereon (not including any portion of such payments
      of
      interest accrued as of the Redemption Date) discounted back to the Redemption
      Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
      months) at the Treasury Rate plus 0.25%, plus, in each case, accrued and unpaid
      interest thereon to the date of redemption, but interest installments whose
      stated maturity is on or prior to such date of redemption will be payable to
      the
      Holders of such Securities, or one or more Predecessor Securities, of record
      at
      the close of business on the relevant Record Dates referred to on the face
      hereof, all as provided in the Indenture.

     

    “Comparable
      Treasury Issue”
means
      the United
      States Treasury security selected by an Independent Investment Banker that
      (i)
      has a maturity comparable to the remaining term of the Securities of this series
      to be redeemed and (ii) would be used, at the time of selection and in
      accordance with customary financial practice, to price new issues of corporate
      debt securities of comparable maturity to the remaining term of such
      Securities.

     

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

     

    “Independent
      Investment Banker”
means
      any of
      Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and their
      respective successors, or, if any such firm or their successors, if any, as
      the
      case may be, are unwilling or unable to select the Comparable Treasury Issue,
      an
      independent investment banking institution of national standing appointed by
      the
      Trustee after consultation with the Company.

     

    “Reference
      Treasury Dealer”
means
      Deutsche
      Bank
      Securities Inc., Citigroup Global Markets Inc., and two additional primary
      U.S.
      government securities dealer in New York City selected by the Trustee after
      consultation with the Company, and their respective successors (provided,
      however, that if any such firm or any such successor shall cease to be a primary
      U.S. government securities dealer in New York City, the Trustee, after
      consultation with the Company, shall substitute therefor another
      dealer).

     

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

     

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

     

    Notwithstanding
      Section 1104 of the Indenture, the notice of redemption with respect to the
      foregoing redemption need not set forth the Redemption Price but only the manner
      of calculation thereof. Promptly after the calculation thereof, the Company
      shall give the Trustee written notice of the Redemption Price for the foregoing
      redemption.

     

    In
      the event of redemption of this Security in part only, a new Security or
      Securities of this series and of like tenor for the unredeemed portion hereof
      and otherwise having the same terms as the Security partially redeemed will
      be
      issued in the name of the Holder hereof upon the presentation and surrender
      hereof.

     

    The
      Securities of
      this series shall be subject to defeasance at the option of the Company in
      accordance with the provisions of Sections 1302 and 1303 of the Indenture.
      

     

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

     

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

     

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

     

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

     

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

     

    The
      Holders of
      beneficial interests in this Global Security will not be entitled to receive
      physical delivery of Securities in definitive registered form except as
      described in the Indenture and will not be considered the Holders hereof for
      any
      purpose under the Indenture.]6 

     

    [As
      provided in the
      Indenture and subject to certain limitations set forth, the transfer of this
      Security is registerable in the Security Register, upon surrender of this
      Security for registration of transfer at the office or agency of the Company
      in
      the Borough of Manhattan, The City of New York or at such other offices or
      agencies as the Company may designate, duly endorsed by, or accompanied by
      a
      written instrument of transfer in form satisfactory to the Company and the
      Security Registrar duly executed by, the Holder hereof or his attorney duly
      authorized in writing, and thereupon one or more new Securities of this series
      and of like tenor, of authorized denominations and for a like aggregate
      principal amount, will be issued to the designated transferee or
      transferees.]7 

     

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

     

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

     

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

     

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

     

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

     

    THIS
      SECURITY SHALL
      BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
      YORK. 

     

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

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    [FORM
      OF TRANSFER
      NOTICE]

     

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

     

    
      	
              Insert
                Taxpayer Identification No.

               

            
	 
	 
	
              Please
                print
                or typewrite name and address including zip code of assignee

               

            
	 
	
              the
                within
                Security and all rights thereunder, hereby irrevocably constituting
                and
                appointing

               

            
	 


    

    


     

    attorney
      to
      transfer said Security on the books of the Company with full power of
      substitution in the premises.

    


    Date:
      _______________ 

    


    Signature:
      ____________________________________________

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      OF
      EXCHANGES OF SECURITY

     

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

     

    
      	
              Date
                of Exchange

            	
              Amount
                of decrease

              in
                principal amount

              of
                this Global Security

            	
              Amount
                of increase

              in
                principal amount

              of
                this Global Security

            	
              Principal
                amount of

              this
                Global Security

              following
                such

              decrease
                (or

              increase)

            	
              Signature
                of

              authorized
                officer of

              Trustee

            
	 	 	 	 	 
	 	 	 	 	 


    

    


    


     

    


    

      

      
        1
          Insert in Global
          Securities only.

      

      
        2
          Insert in
          Restricted Securities only.

      

      
        3
          Insert in
          Restricted Securities only.

      

      
        4
          Insert in Global
          Securities only.

      

      
        5
          Insert in
          Definitive Securities only.

      

      
        6
          Insert in Global
          Securities only.

      

      
        7
          Insert in
          Definitive Securities only.