S-3/A

As filed with the Securities and Exchange Commission on April 13, 2009

Registration No. 333-158205

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

EL PASO CORPORATION	Delaware	76-0568816
COLORADO INTERSTATE GAS COMPANY	Delaware	38-1281755
COLORADO INTERSTATE ISSUING CORPORATION	Delaware	26-1397951
EL PASO NATURAL GAS COMPANY	Delaware	74-0608280
SOUTHERN NATURAL GAS COMPANY	Delaware	63-0196650
SOUTHERN NATURAL ISSUING CORPORATION	Delaware	26-1397784
TENNESSEE GAS PIPELINE COMPANY	Delaware	74-1056569
(Exact name of each registrant as specified in its charter)	(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification number)

El Paso Building

1001 Louisiana Street

Houston, Texas 77002

(713) 420-2600

(Address, including zip code, and telephone number,

including area code, of registrants’ principal executive offices)

Robert W. Baker, Esq.

El Paso Building

1001 Louisiana Street

Houston, Texas 77002

(713) 420-2600

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copy to:

Charles H. Still, Jr.

Bracewell & Giuliani LLP

711 Louisiana Street, Suite 2300

Houston, Texas 77002-2770

(713) 221-3309

Fax: (713) 437-5318

Approximate date of commencement of proposed sale to the public:  From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

EL PASO CORPORATION:

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
	(Do not check if a smaller reporting company)

COLORADO INTERSTATE GAS COMPANY, COLORADO INTERSTATE ISSUING CORPORATION, EL PASO NATURAL GAS COMPANY, SOUTHERN NATURAL GAS COMPANY, SOUTHERN NATURAL ISSUING CORPORATION AND TENNESSEE GAS PIPELINE COMPANY:

Large accelerated filer o	Accelerated filer o	Non-accelerated filer þ	Smaller reporting company o
	(Do not check if a smaller reporting company)

The registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion dated April 13, 2009

PROSPECTUS

$2,500,000,000

EL PASO CORPORATION

Debt Securities
Preferred Stock
Common Stock
Purchase Contracts
Warrants
Units

COLORADO INTERSTATE GAS COMPANY
COLORADO INTERSTATE ISSUING CORPORATION
EL PASO NATURAL GAS COMPANY
SOUTHERN NATURAL GAS COMPANY
SOUTHERN NATURAL ISSUING CORPORATION
TENNESSEE GAS PIPELINE COMPANY

Debt Securities

El Paso Corporation (“El Paso”) may offer and sell from time to time in one or more offerings:

•  unsecured debt securities consisting of senior or subordinated notes and debentures and/or other unsecured evidences of indebtedness in one or more series;

•  shares of preferred stock, in one or more series, which may be convertible or exchangeable for El Paso common stock or debt securities;

•  shares of El Paso common stock;

•  purchase contracts for the purchase or sale of El Paso common stock, preferred stock, debt securities, warrants or units, or for the purchase or sale of securities of a third party, currencies or commodities;

•  warrants to purchase El Paso common stock, preferred stock, debt securities, purchase contracts or units, or to purchase or sell securities of a third party, currencies or commodities; and

•  units consisting of any combination of El Paso common stock, preferred stock, debt securities, purchase contracts or warrants.

Colorado Interstate Gas Company (“CIG”), El Paso Natural Gas Company (“EPNG”), Southern Natural Gas Company (“SNG”) and Tennessee Gas Pipeline Company (“TGP”) each may offer and sell from time to time in one or more offerings unsecured nonconvertible investment grade debt securities consisting of senior notes and debentures and/or other unsecured evidences of indebtedness in one or more series. Colorado Interstate Issuing Corporation (“CIIC”) may be a co-issuer of debt securities offered by CIG. Southern Natural Issuing Corporation (“SNIC”) may be a co-issuer of debt securities offered by SNG.

El Paso, CIG, EPNG, SNG and/or TGP will provide the specific terms of the securities in supplements to this prospectus. You should read this prospectus and the related prospectus supplements carefully before you invest in any securities of El Paso, CIG, EPNG, SNG or TGP. This prospectus may not be used to consummate sales of El Paso, CIG, EPNG, SNG or TGP securities unless it is accompanied by a prospectus supplement.

The common stock of El Paso is listed for trading on the New York Stock Exchange under the symbol “EP.”

We may sell securities to or through underwriters, dealers or agents. For additional information on the method of sale, you should refer to the section entitled “Plan of Distribution.” The names of any underwriters, dealers or agents involved in the sale of any securities and the specific manner in which they may be offered will be set forth in the prospectus supplement covering the sale of those securities.

Investing in these securities involves certain risks. Please read “Risk Factors” on page 3 and other information included and incorporated by reference in this prospectus for a discussion of the factors you should carefully consider before deciding to purchase these securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined whether this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is          , 2009.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	ii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	iii
WHERE YOU CAN FIND MORE INFORMATION	v
INCORPORATION BY REFERENCE	vi
EL PASO CORPORATION	1
COLORADO INTERSTATE GAS COMPANY	1
EL PASO NATURAL GAS COMPANY	1
SOUTHERN NATURAL GAS COMPANY	1
TENNESSEE GAS PIPELINE COMPANY	2
RISK FACTORS	3
USE OF PROCEEDS	3
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS	3
DESCRIPTION OF EL PASO DEBT SECURITIES	4
DESCRIPTION OF EL PASO CAPITAL STOCK	14
DESCRIPTION OF EL PASO PURCHASE CONTRACTS	17
DESCRIPTION OF EL PASO WARRANTS	18
DESCRIPTION OF EL PASO UNITS	19
DESCRIPTION OF CIG DEBT SECURITIES	20
DESCRIPTION OF EPNG DEBT SECURITIES	27
DESCRIPTION OF SNG DEBT SECURITIES	34
DESCRIPTION OF TGP DEBT SECURITIES	39
PLAN OF DISTRIBUTION	48
LEGAL MATTERS	49
EXPERTS	49
EX-4.C
EX-5.A
EX-23.A
EX-23.B

i

ABOUT THIS PROSPECTUS

The information contained in this prospectus is not complete and may be changed. You should rely only on the information provided in or incorporated by reference in this prospectus, any prospectus supplement, or documents to which we otherwise refer you. We have not authorized anyone else to provide you with different information. We are not making an offer of any securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus, any prospectus supplement or any document incorporated by reference is accurate as of any date other than the date of the document in which such information is contained or such other date referred to in such document, regardless of the time of any sale or issuance of a security.

This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. Under this shelf process, we may sell different types of securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering and the securities offered by us in that offering. The prospectus supplement may also add, update or change information in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information.”

Unless the context requires otherwise or unless otherwise noted, all references in the prospectus or any prospectus supplement to “we,” “us” and “our” mean El Paso, CIG, CIIC, EPNG, SNG, SNIC and TGP. When we refer to “El Paso,” we are referring to El Paso Corporation. When we refer to “CIG,” we are referring to Colorado Interstate Gas Company, a majority owned subsidiary of El Paso. When we refer to “CIIC,” we are referring to Colorado Interstate Issuing Corporation, a wholly owned finance subsidiary of CIG. When we refer to “EPNG,” we are referring to El Paso Natural Gas Company, a wholly owned subsidiary of El Paso. When we refer to “SNG,” we are referring to Southern Natural Gas Company, a majority owned subsidiary of El Paso. When we refer to “SNIC,” we are referring to Southern Natural Issuing Corporation, a wholly owned finance subsidiary of SNG. When we refer to “TGP,” we are referring to Tennessee Gas Pipeline Company, a wholly owned subsidiary of El Paso.

ii

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

We have made statements in this document and in documents that we have incorporated by reference into this document that constitute forward-looking statements. Forward-looking statements include information concerning possible or assumed future results of operations of El Paso, CIG, EPNG, SNG or TGP, as applicable. The words “believe,” “expect,” “estimate,” “anticipate” and similar expressions will generally identify forward-looking statements. These statements may relate to information or assumptions about:

•  earnings per share;

•  capital and other expenditures;

•  dividends;

•  financing plans;

•  capital structure;

•  liquidity and cash flow;

•  pending legal proceedings, claims and governmental proceedings, including environmental matters;

•  future economic and financial performance;

•  operating income;

•  management’s plans; and

•  goals and objectives for future operations.

Forward-looking statements are subject to risks and uncertainties. While we believe the assumptions or bases underlying the forward-looking statements are reasonable and are made in good faith, we caution that assumed facts or bases almost always vary from actual results, and these variances can be material, depending upon the circumstances. We cannot assure you that the statements of expectation or belief contained in the forward-looking statements will result or be achieved or accomplished. Important factors that could cause actual results to differ materially from estimates or projections contained in forward-looking statements include, among others, the following:

•  the risk that earnings may be adversely affected by fluctuating energy commodity prices;

•  the risk that rates charged to customers may be reduced by governmental authorities;

•  the risks associated with the construction of new facilities, including cost overruns, the realization of anticipated future growth in natural gas supplies and our ability to obtain the necessary consents and approvals;

•  the risk associated with reduced natural gas demand and reduced drillers for new supplies;

•  the highly competitive nature of the natural gas transportation, gathering, processing and storage businesses and the oil and gas exploration and production business;

•  the risks associated with competition from alternate energy sources;

•  the risk of favorable customer contracts expiring or being renewed on less attractive terms;

•  the timing, success, and capital allocated to our exploration and development drilling programs, which would affect production levels and reserves;

•  risks associated with our ability to replace reserves, as well as changes to our estimates of oil and gas reserves;

•  the risk of financial losses arising out of derivative transactions;

•  risks incident to the drilling and operation of oil and gas wells;

iii

•  future drilling, production and development costs, including drilling rig rates and oil field service costs;

•  the risks associated with our foreign operations and investments;

•  risks associated with retained liabilities and indemnification obligations in connection with the sale of certain of our businesses and assets;

•  the costs of environmental liabilities, regulations and litigation;

•  the impact of operational hazards;

•  the risks associated with future weather conditions;

•  the outcome of pending litigation and governmental investigations;

•  the risk that other firms will further expand into markets in which we operate;

•  risks associated with access to, and cost of, capital, including maintaining sufficient liquidity to operate our businesses;

•  risks associated with our significant debt, compliance with our debt covenants, interest rates and below investment grade credit ratings; and

•  risks related to adverse general economic conditions and instability of financial markets.

These factors are more fully described in the Annual Report on Form 10-K for the year ended December 31, 2008 of each of El Paso, CIG, EPNG, SNG and TGP under the heading “Risk Factors,” which descriptions are incorporated herein by reference. Other factors that could cause actual results to differ materially from estimates and projections contained in forward-looking statements are described in the other documents incorporated by reference into this document.

Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of the date of this prospectus, or, in the case of documents incorporated by reference, the date of those documents.

All subsequent written and oral forward-looking statements attributable to any of us or any person acting on our behalves are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events, unless the securities laws require us to do so.

iv

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement with the SEC under the Securities Act of 1933, as amended, or the Securities Act, that registers the securities offered by this prospectus. The registration statement, including the attached exhibits, contains additional relevant information about each of us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus.

El Paso, CIG, EPNG, SNG and TGP each file annual, quarterly, and other reports and other information with the SEC under the Securities Exchange Act of 1934, as amended, or the Exchange Act. You may read and copy any materials that El Paso, CIG, EPNG, SNG or TGP files with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public through the SEC website at http://www.sec.gov.

General information about El Paso, CIG, EPNG, SNG and TGP, including each of their respective annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments and exhibits to those reports, are available free of charge through El Paso’s website at www.elpaso.com as soon as reasonably practicable after each company files them with, or furnishes them to, the SEC. Information on El Paso’s website is not incorporated into this prospectus or El Paso’s other securities filings and is not a part of this prospectus. You can also inspect reports, proxy statements and other information about El Paso at the offices of The New York Stock Exchange, Inc., located at 20 Broad Street, New York, New York 10005.

v

INCORPORATION BY REFERENCE

The SEC allows us to “incorporate by reference” information into this document. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the SEC will automatically update and supersede the previously filed information. We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act by El Paso, CIG, CIIC, EPNG, SNG, SNIC and TGP, other than any portions of the respective filings that were furnished, pursuant to Item 2.02 or Item 7.01 of Form 8-K or other applicable SEC rules, rather than filed, until we complete our offerings of the securities:

•  El Paso’s Annual Report on Form 10-K for the year ended December 31, 2008 (including the portions of El Paso’s definitive Proxy Statement on Schedule 14A incorporated therein by reference), which we refer to as El Paso’s 2008 Form 10-K;

•  El Paso’s Current Reports on Form 8-K filed with the SEC on February 4, 2009 and February 6, 2009;

•  The description of El Paso’s capital stock contained in El Paso’s registration statement on Form 8-A filed on April 5, 2001, as amended on Form 8-A/A on August 26, 2003 and March 7, 2006, including any further amendment or report filed for the purpose of updating such descriptions;

•  CIG’s Annual Report on Form 10-K for the year ended December 31, 2008;

•  EPNG’s Annual Report on Form 10-K for the year ended December 31, 2008;

•  EPNG’s Current Report on Form 8-K filed with the SEC on March 27, 2009;

•  SNG’s Annual Report on Form 10-K for the year ended December 31, 2008; 

•  TGP’s Annual Report on Form 10-K for the year ended December 31, 2008; and

•  TGP’s Current Report on Form 8-K filed with the SEC on January 29, 2009.

Documents incorporated by reference are available to you from us without charge, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference as an exhibit in this document. You can obtain documents incorporated by reference in this document by requesting them in writing or by telephone from us at the following address:

El Paso Corporation
Office of Investor Relations
El Paso Building
1001 Louisiana Street
Houston, Texas 77002
Telephone No.: (713) 420-2600

vi

EL PASO CORPORATION

El Paso is an energy company, originally founded in 1928 in El Paso, Texas, that primarily operates in the natural gas transmission and exploration and production sectors of the energy industry. El Paso’s purpose is to provide natural gas and related energy products in a safe, efficient and dependable manner.

El Paso may offer and sell debt securities, preferred stock, common stock, purchase contracts, warrants and units pursuant to this prospectus.

El Paso is a Delaware corporation with principal executive offices in the El Paso Building, located at 1001 Louisiana Street, Houston, Texas 77002, and El Paso’s telephone number at that address is (713) 420-2600.

COLORADO INTERSTATE GAS COMPANY

CIG is a Delaware general partnership, originally formed in 1927 as a corporation. CIG is owned 60 percent by a wholly owned subsidiary of El Paso and 40 percent by a subsidiary of El Paso Pipeline Partners, L.P., El Paso’s master limited partnership (“MLP”). CIG’s primary business consists of the interstate transportation, storage and processing of natural gas. CIG conducts its business activities through its natural gas pipeline system, storage facilities, processing plants and its 50 percent ownership interest in WYCO Development LLC.

CIIC is a Delaware corporation and a wholly owned finance subsidiary of CIG. CIIC has and will have no assets, operations, revenues or cash flows other than those related to its service as co-issuer of CIG debt securities. CIIC will act as co-issuer of the CIG debt securities, so as to allow institutional investors to invest in the CIG debt securities if they might not otherwise be able to invest in securities issued by a partnership by reason of legal investment laws of their states of organization or their charters. You should not expect CIIC to have the ability to service obligations on the CIG debt securities.

CIG and CIIC may offer and sell only nonconvertible investment grade debt securities pursuant to this prospectus.

The principal executive offices of each of CIG and CIIC are located in the El Paso Building, located at 1001 Louisiana Street, Houston, Texas 77002, and their telephone number at that address is (713) 420-2600.

EL PASO NATURAL GAS COMPANY

EPNG is a Delaware corporation incorporated in 1928 and a wholly owned subsidiary of El Paso. EPNG’s primary business consists of the interstate transportation and storage of natural gas. EPNG conducts its business activities through its natural gas pipeline systems and a storage facility.

EPNG may offer and sell only nonconvertible investment grade debt securities pursuant to this prospectus.

The principal executive offices of EPNG are located in the El Paso Building, located at 1001 Louisiana Street, Houston, Texas 77002, and EPNG’s telephone number at that address is (713) 420-2600.

SOUTHERN NATURAL GAS COMPANY

SNG is a Delaware general partnership, originally formed in 1935 as a corporation. SNG is owned 75 percent by a wholly owned subsidiary of El Paso and 25 percent by a subsidiary El Paso’s MLP. SNG’s primary business consists of the interstate transportation and storage of natural gas. SNG conducts its business through its pipeline system and storage facilities.

SNIC is a Delaware corporation and a wholly owned finance subsidiary of SNG. SNIC has and will have no assets, operations, revenues or cash flows other than those related to its service as co-issuer of SNG debt securities. SNIC will act as co-issuer of the SNG debt securities, so as to allow institutional investors to invest

1

in the SNG debt securities if they might not otherwise be able to invest in securities issued by a partnership by reason of legal investment laws of their states of organization or their charters. You should not expect SNIC to have the ability to service obligations on the SNG debt securities.

SNG and SNIC may offer and sell only nonconvertible investment grade debt securities pursuant to this prospectus.

The principal executive offices of each of SNG and SNIC are located in the El Paso Building, located at 1001 Louisiana Street, Houston, Texas 77002, and their telephone number at that address is (713) 420-2600.

TENNESSEE GAS PIPELINE COMPANY

TGP is a Delaware corporation incorporated in 1947 and a wholly owned subsidiary of El Paso. TGP’s primary business consists of the interstate transportation and storage of natural gas. TGP conducts its business activities through its natural gas pipeline system and storage facilities.

TGP may offer and sell only nonconvertible investment grade debt securities pursuant to this prospectus.

The principal executive offices of TGP are located in the El Paso Building, located at 1001 Louisiana Street, Houston, Texas 77002, and TGP’s telephone number at that address is (713) 420-2600.

2

RISK FACTORS

An investment in our securities involves a high degree of risk. You should carefully consider the risk factors and all of the other information included in, or incorporated by reference into, this prospectus, including those in Item 1A. “Risk Factors” in each of our annual reports on Form 10-K for the year ended December 31, 2008, in evaluating an investment in our securities. If any of these risks were to occur, our business, financial condition or results of operations could be adversely affected. In that case, the trading price of El Paso’s common stock or any of our debt securities could decline and you could lose all or part of your investment. When we offer and sell any securities pursuant to a prospectus supplement, we may include additional risk factors relevant to these securities in the prospectus supplement.

USE OF PROCEEDS

We will use the net proceeds we receive from the sale of the securities offered by this prospectus for general corporate purposes unless we specify otherwise in an applicable prospectus supplement. We may invest any funds we do not require immediately for general corporate purposes in marketable securities and short-term investments.

Any specific allocation of the net proceeds of an offering of securities to a specific purpose will be determined at the time of the offering and will be described in a prospectus supplement.

RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS

The ratio of earnings to combined fixed charges and preferred stock dividends for El Paso for the years ended December 31, 2008, 2007, 2006, 2005 and 2004 is incorporated in this prospectus by reference to Exhibit 12 to El Paso’s 2008 Form 10-K.

The ratio of earnings to fixed charges for each of CIG, EPNG, SNG and TGP for the years ended December 31, 2008, 2007, 2006, 2005, and 2004 is set forth in the table below. Because CIG, EPNG, SNG and TGP may not offer and sell preferred stock pursuant to this prospectus and had no preferred stock outstanding during the periods presented, we do not separately present the ratio of earnings to combined fixed charges and preferred stock dividends for these companies.

	Year Ended December 31,
	2008			2007			2006			2005			2004
Colorado Interstate Gas Company		4.5	x		3.4	x		3.7	x		3.8	x		4.6	x
El Paso Natural Gas Company		3.3	x		3.1	x		3.5	x		2.1	x		2.8	x
Southern Natural Gas Company		4.1	x		4.2	x		3.3	x		3.7	x		3.1	x
Tennessee Gas Pipeline Company		2.3	x		2.8	x		2.5	x		2.3	x		2.1	x

For purposes of this computation for each of CIG, EPNG, SNG and TGP, earnings represents income from continuing operations before income taxes, interest expense, with adjustments to equity earnings to reflect actual distributions from equity investments, amortization of debt costs, and that portion of rental expense which represents an interest factor. Fixed charges means that sum of interest costs, amortization of debt costs, and that portion of rental expense which represents an interest factor.

3

DESCRIPTION OF EL PASO DEBT SECURITIES

The following description of the terms of the debt securities sets forth general terms that may apply to the debt securities. The particular terms of any debt securities will be described in the prospectus supplement relating to those debt securities. The debt securities will be El Paso’s direct general obligations and will be either El Paso’s senior debt securities or El Paso’s subordinated debt securities.

Senior debt securities will be issued under an indenture between El Paso and HSBC Bank USA, National Association (as successor-in-interest to JPMorgan Chase Bank, (formerly The Chase Manhattan Bank)), as indenture trustee, which is called the “senior indenture.” Subordinated debt securities will be issued under a separate indenture to be entered into between El Paso and HSBC Bank USA, National Association, which is called the “subordinated indenture.” Together the senior indenture and the subordinated indenture are called the “indentures,” and the senior debt securities and the subordinated debt securities are called “debt securities.” El Paso and the respective trustee may enter into supplements to the indentures from time to time.

El Paso has not restated these indentures in their entirety in this description. El Paso has filed each of the senior indenture and the form of the subordinated indenture as exhibits to the registration statement of which this prospectus is a part. Please read “Where You Can Find More Information.” We urge you to read the indentures, because they, and not this description, control your rights as holders of the debt securities. The following description of the indentures is not complete and is subject to, and qualified in its entirety by reference to, all the provisions in the respective indentures. Capitalized terms used in the summary have the meanings specified in the indentures.

General

Neither indenture limits the amount of debt securities that El Paso may issue. Debt securities may be issued up to the principal amount authorized by El Paso’s board of directors or a committee thereof from time to time and may be in any currency or currency unit El Paso designates. The senior debt securities will be unsecured and will have the same rank as all of El Paso’s other unsecured and unsubordinated debt. The subordinated debt securities will be unsecured and will be subordinated and junior to all senior indebtedness.

The debt securities may be issued in one or more separate series of senior debt securities or subordinated debt securities. A prospectus supplement and a supplemental indenture (or a resolution of El Paso’s board of directors and accompanying officer’s certificate) relating to any series of debt securities being offered will include specific terms relating to the offered debt securities. These terms will include some or all of the following:

•  the title and type of the debt securities;

•  the total principal amount of the debt securities and the currency, if other than U.S. dollars, in which such debt securities are denominated;

•  the percentage of the principal amount at which the debt securities will be issued and any payments due if the maturity of the debt securities is accelerated;

•  the dates on which the principal of the debt securities will be payable and the terms on which any such maturity date may be extended;

•  the interest rate which the debt securities will bear and the interest payment dates for the debt securities;

•  any provisions relating to the convertibility of exchangeability of the debt securities for other debt securities or equity securities;

•  any optional redemption periods;

•  any sinking fund or other provisions that would obligate El Paso to repurchase or otherwise redeem some or all of the debt securities;

•  any changes to or additional events of defaults or covenants;

4

•  any special tax implications of the debt securities, including provisions for original issue discount securities, if offered;

•  restrictions on the declaration of dividends or requiring the maintenance of any asset ratio or the creation or maintenance of reserves; and

•  any other specific terms of the debt securities.

If any of the debt securities are sold for any foreign currency or currency unit, or if any payments on the debt securities are payable in any foreign currency or currency unit, the prospectus supplement will describe any restrictions, elections, tax consequences, specific terms and other information relating to the debt securities and the foreign currency or currency unit.

Some of the debt securities may be issued as original issue discount debt securities. Original issue discount securities bear no interest or bear interest at below-market rates. These are sold at a discount below their stated principal amount. If El Paso issues these securities, the prospectus supplement will describe any special tax, accounting or other considerations relevant to these securities.

Debt securities of a series may be issued in registered or global form.

Denominations

The prospectus supplement for each issuance of debt securities will state whether the securities will be issued in registered form of $1,000 each or multiples of $1,000 or bearer form of $5,000 each.

Consolidation, Merger or Sale

The indentures generally permit a consolidation or merger between El Paso and another entity. They also permit El Paso to sell all or substantially all of El Paso’s property and assets. If this occurs, the remaining or acquiring entity will assume all of El Paso’s responsibilities and liabilities under the indentures, including the payment of all amounts due on the debt securities and performance of the covenants in the indentures. However, El Paso will consolidate or merge with or into any other entity or sell all or substantially all of El Paso’s assets only according to the terms and conditions of the indentures, as applicable. The remaining or acquiring entity will be substituted for El Paso in each of the indentures with the same effect as if it had been an original party to each of the indentures. After that the successor entity may exercise El Paso’s rights and powers under the indentures, in El Paso’s name or in its own name. Any act or proceeding required or permitted to be done by El Paso’s board or any of El Paso’s officers may be done by the board or officers of the successor entity. If El Paso sells all or substantially all of El Paso’s assets, El Paso will be released from all El Paso’s liabilities and obligations under the indentures and under the debt securities.

Modification of Indenture

Under each of the indentures, El Paso’s rights and obligations and the rights of the holders may be modified with the consent of the holders of a majority in aggregate principal amount of the outstanding debt securities of all series affected by the modification, voting as one class. No modification of the principal or interest payment terms, and no modification reducing the percentage required for modifications, is effective against any holder without its consent.

Payment and Transfer

Unless El Paso specifies otherwise in a prospectus supplement, El Paso will pay principal, interest and any premium on the debt securities, and they may be surrendered for payment or transferred, at the offices of the trustee. El Paso will make payment on registered securities by check mailed to the persons in whose names the debt securities are registered or by transfer to an account maintained by the registered holder on days specified in the indenture or any prospectus supplement. If El Paso makes debt securities payments in other forms, El Paso will specify the form and place in a prospectus supplement.

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El Paso will maintain a corporate trust office of the trustee or another office or agency for the purpose of transferring or exchanging fully registered securities, without the payment of any service charge except for any tax or governmental charge.

Global Securities

Each of El Paso, CIG, EPNG, SNG and TGP may issue one or more series of the debt securities pursuant to an indenture or indentures as permanent global debt securities deposited with a depositary. Unless otherwise indicated in the prospectus supplement, the following is a summary of the depository arrangements applicable to debt securities issued in permanent global form and for which The Depository Trust Company (“DTC”) acts as depositary.

Each global debt security will be deposited with, or on behalf of, DTC, as depositary, and registered in the name of Cede & Co., as DTC’s partnership nominee, or such other name as may be requested by an authorized representative of DTC. One fully-registered global security will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of debt securities. Except under the limited circumstances described below, global debt securities are not exchangeable for definitive certificated debt securities.

DTC has advised us that DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that its participants deposit with DTC. DTC also facilitates the post-trade settlement among direct participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between direct participants’ accounts, thereby eliminating the need for physical movement of securities certificates. Direct participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC, in turn, is owned by a number of DTC participants and members of the National Securities Clearing Corporation, Fixed Income Clearing Corporation and Emerging Markets Clearing Corporation (NSCC, FICC, and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC and the National Association of Securities Dealers, Inc. Access to DTC’s system is also available to others, such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. The rules applicable to DTC and its participants are on file with the SEC. More information about DTC can be found at www.dtcc.com and www.dtc.org.

Purchases of debt securities under the DTC system must be made by or through direct participants, which will receive a credit for the debt securities on DTC’s records. The ownership interest of each actual purchaser of each debt security will be recorded on the direct and indirect participants’ records. Beneficial owners will not receive written confirmation from DTC of their purchase, but beneficial owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the participants through which the beneficial owners entered the transaction. Transfers of ownership interests in the debt securities are to be accomplished by entries made on the books of the participants acting on behalf of the beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in debt securities, except in the event that use of the book-entry system for the debt securities is discontinued. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. Such laws may impair the ability to transfer beneficial interests in a global debt security.

To facilitate subsequent transfers, all debt securities deposited by direct participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co, or such other name as may be requested by an authorized representative of DTC. The deposit of debt securities with DTC and their registration in the name of Cede & Co., or such other DTC nominee will not change the beneficial ownership of the debt securities. DTC has no knowledge of the actual beneficial owners of the debt securities; DTC’s records reflect only the identity of the direct participants to

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whose accounts the debt securities are credited, which may or may not be the beneficial owners. The direct and indirect participants will remain responsible for keeping account of their holdings on behalf of their customers.

Delivery of notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Redemption notices shall be sent to DTC. If less than all of the debt securities within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each direct participant in such issue to be redeemed.

Neither DTC nor Cede & Co (nor any other DTC nominee) will consent or vote with respect to debt securities unless authorized by a direct participant in accordance with DTC’s procedures. Under its usual procedures, DTC mails an omnibus proxy to El Paso as soon as possible after the record date. The omnibus proxy assigns Cede & Co.’s consenting or voting rights to those direct participants to whose accounts the debt securities are credited on the record date (identified in a listing attached to the omnibus proxy).

Principal and interest payments, if any, on the debt securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC has told El Paso that its practice is to credit direct participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the applicable issuer of the debt securities or the trustee, on the applicable payable date in accordance with their respective holdings shown on DTC’s records. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of that participant and not of DTC, the trustee or the applicable issuer of the debt securities, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the applicable issuer of the debt securities or the trustee. Disbursement of payments from Cede & Co. to direct participants is DTC’s responsibility. Disbursement of payments to beneficial owners is the responsibility of direct and indirect participants.

A beneficial owner must give notice through a participant to a tender agent to elect to have its debt securities purchased or tendered. The beneficial owner must deliver debt securities by causing the direct participants to transfer the participant’s interest in the debt securities, on DTC’s records, to a tender agent. The requirement for physical delivery of debt securities in connection with an optional tender or a mandatory purchase is satisfied when the ownership rights in the debt securities are transferred by direct participants on DTC’s records and followed by a book-entry credit of tendered debt securities to the tender agent’s account.

Neither we, any trustee nor any of our or their respective agents, will be responsible for any aspect of the records of DTC, any nominee or any participant relating to, or payments made on account of, beneficial interests in a permanent global debt security or for maintaining, supervising or reviewing any of the records of DTC, any nominee or any participant relating to such beneficial interests.

DTC may discontinue providing its services as securities depositary at any time by giving reasonable notice to the applicable issuer of the debt securities or the trustee, as agent. Under such circumstances, we would attempt to obtain a successor securities depositary. If we were unable to obtain a successor depositary, we would issue debt securities in definitive form.

We may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, we would issue debt securities in definitive form.

The information in this section concerning DTC and DTC’s book entry system has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy of such information.

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Defeasance

Other than as required or deemed required by the Trust Indenture Act, El Paso will be discharged from its obligations on the debt securities of any series at any time if El Paso deposits with the trustee sufficient cash or government securities to pay the principal, interest, any premium and any other sums due to the stated maturity date or a redemption date of the debt securities of the series. If this happens, the holders of the debt securities of the series will not be entitled to the benefits of the indenture except for registration of transfer and exchange of debt securities and replacement of lost, stolen or mutilated debt securities.

Under U.S. federal income tax laws as of the date of this prospectus, a discharge may be treated as an exchange of the related debt securities. Each holder might be required to recognize gain or loss equal to the difference between the holder’s cost or other tax basis for the debt securities and the value of the holder’s interest in the trust. Holders might be required to include as income a different amount than would be includable without the discharge. Prospective investors should seek tax advice to determine their particular consequences of a discharge, including the applicability and effect of tax laws other than the U.S. federal income tax laws.

Events of Default

“Event of default” when used in each of the indentures, will mean any of the following:

•  failure to pay the principal of or any premium on any debt security when due;

•  failure to pay interest on any debt security for 30 days;

•  failure to perform any other covenant in the indenture that continues for 60 days after being given written notice;

•  certain events in El Paso’s bankruptcy, insolvency or reorganization; or

•  any other event of default included in any supplemental indenture.

An event of default for a particular series of debt securities does not necessarily constitute an event of default for any other series of debt securities issued under either of the indentures. The trustee may withhold notice to the holders of debt securities of any default, except in the payment of principal or interest, if it considers such withholding of notice to be in the best interests of the holders.

If an event of default for any series of debt securities occurs and continues, the trustee or the holders of at least 25% in aggregate principal amount of the debt securities of the series may declare the entire principal of all the debt securities of that series to be due and payable immediately. If this happens, subject to certain conditions, the holders of a majority of the aggregate principal amount of the debt securities of that series can void the declaration.

Other than its duties in case of a default, the trustee is not obligated to exercise any of its rights or powers under each of the indentures at the request, order or direction of any holders, unless the holders offer the trustee reasonable indemnity. If they provide this reasonable indemnification, the holders of a majority in principal amount of any series of debt securities may direct the time, method and place of conducting any proceeding or any remedy available to the trustee, or exercising any power conferred upon the trustee, for any series of debt securities.

General Covenants Applicable to the Debt Securities

Under the indentures, El Paso will:

•  pay the principal of, and interest and any premium on, the debt securities when due;

•  maintain a place of payment;

•  deliver a report to the trustee at the end of each fiscal year reviewing El Paso’s obligations under the applicable indenture; and

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•  deposit sufficient funds with any paying agent on or before the due date for any principal, interest or premium.

Governing Law

The indentures and the debt securities will be governed by and construed in accordance with the laws of the State of New York.

Notices

Notices to holders of debt securities will be given by mail to the addresses of such holders as they appear in the security register.

Provisions Applicable Only to Senior Debt Securities

Ranking

The senior debt securities will be unsecured and will rank equally with all of El Paso’s other unsecured and unsubordinated debt.

Covenants

See “— Definitions” below for the definitions of certain terms used in this description.

The senior indenture provides that El Paso will not, nor will El Paso 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 senior indenture or thereafter acquired, to secure any of El Paso’s debt or any other person (other than the senior debt securities issued under the senior indenture), without causing all of the senior debt securities outstanding under the senior indenture to be secured equally and ratably with, or prior to, the new debt so long the new debt is so secured. This restriction does not prohibit El Paso from creating the following:

(i) any lien upon any of El Paso’s property or assets or any restricted subsidiary in existence on the date of the senior indenture or created pursuant to an “after-acquired property” clause or similar term in existence on the date of the senior indenture or any mortgage, pledge agreement, security agreement or other similar instrument in existence on the date of the senior indenture;

(ii) any lien upon any property or assets created at the time of acquisition of such property or assets by El Paso or any of El Paso’s restricted subsidiaries or within one year after such time to secure all or a portion of the purchase price for such property or assets or debt incurred to finance such purchase price, whether such debt was incurred prior to, at the time of or within one year of such acquisition;

(iii) any lien upon any property or assets existing on the property at the time of the acquisition of the property by El Paso or any of El Paso’s restricted subsidiaries (whether or not the obligations secured are assumed by El Paso or any of El Paso’s restricted subsidiaries);

(iv) any lien upon any property or assets of a person existing on the property at the time that person becomes a restricted subsidiary by acquisition, merger or otherwise;

(v) the assumption by El Paso or any of El Paso’s restricted subsidiaries of obligations secured by any lien existing at the time of the acquisition by El Paso or any of El Paso’s restricted subsidiaries of the property or assets subject to such lien or at the time of the acquisition of the person which owns that property or assets;

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

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

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(viii) any lien arising from or in connection with a conveyance by El Paso or any of El Paso’s restricted subsidiaries of any production payment with respect to oil, gas, natural gas, carbon dioxide, sulphur, helium, coal, metals, minerals, steam, timber or other natural resources;

(ix) any lien in favor of El Paso or any of El Paso’s restricted subsidiaries;

(x) any lien created or assumed by El Paso or any of El Paso’s restricted subsidiaries 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 El Paso or any of El Paso’s subsidiaries;

(xi) any lien upon property or assets of any foreign restricted subsidiary to secure debt of that foreign restricted subsidiary;

(xii) permitted liens (as defined below);

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

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

Notwithstanding the foregoing, under the senior indenture, El Paso 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 El Paso or any person (other than the senior debt securities) that is not excepted by clauses (i) through (xiv) above without securing the senior debt securities issued under the senior indenture, 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 the first paragraph of the restriction on sale-leasebacks covenant described below) does not exceed 15% of consolidated net tangible assets.

The senior indenture also provides that El Paso will not, nor will El Paso permit any restricted subsidiary to, engage in a sale-leaseback transaction, unless: (i) such sale-leaseback transaction occurs within one year from the date of acquisition of the principal property subject thereto or the date of the completion of construction or commencement of full operations on such principal property, whichever is later; (ii) the sale-leaseback transaction involves a lease for a period, including renewals, of not more than three years; (iii) El Paso or any of El Paso’s restricted subsidiaries would be entitled to incur debt secured by a lien on the principal property subject thereto in a principal amount equal to or exceeding the net sale proceeds from such sale-leaseback transaction without securing the senior debt securities; or (iv) El Paso or any of El Paso’s restricted subsidiaries, within a one-year period after such sale-leaseback transaction, applies or causes to be applied an amount not less than the net sale proceeds from such sale-leaseback transaction to (A) the repayment, redemption or retirement of funded debt of El Paso or any such restricted subsidiary, or (B) investment in another principal property.

Notwithstanding the foregoing, under the senior indenture El Paso may, and may permit any restricted subsidiary to, effect any sale-leaseback transaction that is not excepted by clauses (i) through (iv), inclusive, of

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the above paragraph, provided that the net sale proceeds from such sale-leaseback transaction, together with the aggregate principal amount of outstanding debt (other than the senior debt securities) secured by liens upon principal properties not excepted by clauses (i) through (xiv), inclusive, of the first paragraph of the limitation on liens covenant described above, do not exceed 15% of the consolidated net tangible assets.

Definitions

The following are definitions of some terms used in the above covenant descriptions:

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

“Debt” means any obligation created or assumed by any person to repay money borrowed and any purchase money obligation created or assumed by such person.

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

“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.

“Permitted liens” means (i) liens upon rights-of-way for pipeline purposes; (ii) any governmental lien, mechanics’, materialmen’s, carriers’ or similar lien incurred in the ordinary course of business which is not yet due or which is being contested in good faith by appropriate proceedings and any undetermined lien which is incidental to construction; (iii) the right reserved to, or vested in, any municipality or public authority by the terms of any right, power, franchise, grant, license, permit or by any provision of law, to purchase or recapture or to designate a purchaser of, any property; (iv) liens of taxes and assessments which are (a) for the then current year, (b) not at the time delinquent, or (c) delinquent but the validity of which is being contested at the time by El Paso or any subsidiary in good faith; (v) liens of, or to secure performance of, leases; (vi) any lien upon, or deposits of, any assets in favor of any surety company or clerk of court for the purpose of obtaining indemnity or stay of judicial proceedings; (vii) any lien upon property or assets acquired or sold by El Paso 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 El Paso 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 U.S. or any state thereof, or any other country, or any political subdivision of any of the foregoing, to secure partial, progress, advance, or other payments pursuant to any contract or statute, or any lien securing industrial development, pollution control, or similar revenue bonds.

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

“Principal property” means (a) any pipeline assets owned by El Paso or by any of El Paso’s subsidiaries, including any related facilities employed in the transportation, distribution or marketing of natural gas, that are located in the U.S. or Canada, and (b) any processing or manufacturing plant owned or leased by El Paso or

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any of El Paso’s subsidiaries that is located within the U.S. or Canada, except, in the case of either clause (a) or (b), any such assets or plant which, in the opinion El Paso’s board of directors, is not material in relation to the activities of El Paso and its subsidiaries as a whole.

“Restricted subsidiary” means any of El Paso’s subsidiaries owning or leasing any principal property.

“Sale-leaseback transaction” means the sale or transfer by El Paso or any of El Paso’s restricted subsidiaries of any principal property to a person (other than El Paso or a subsidiary) and the taking back by El Paso or any of El Paso’s restricted subsidiaries, as the case may be, of a lease of such principal property.

Provisions Applicable Only to Subordinated Debt Securities

The subordinated debt securities will be unsecured. The subordinated debt securities will be subordinate in right of payment to all senior indebtedness.

In addition, claims of El Paso’s subsidiaries’ creditors and preferred stockholders generally will have priority with respect to the assets and earnings of the subsidiaries over the claims of El Paso’s creditors, including holders of the subordinated debt securities, even though those obligations may not constitute senior indebtedness. The subordinated debt securities, therefore, will be effectively subordinated to creditors, including trade creditors, and preferred stockholders of El Paso’s subsidiaries.

The subordinated indenture defines “senior indebtedness” to mean the principal of, premium, if any, and interest on:

•  all indebtedness for money borrowed by El Paso other than the subordinated debt securities, unless the indebtedness is by its terms expressly stated to be not superior in right of payment, or to rank pari passu with, the subordinated debt securities; and

•  any deferrals, renewals or extensions of any senior indebtedness.

However, the term “senior indebtedness” will not include:

•  any of El Paso’s obligations to El Paso’s subsidiaries;

•  any liability for Federal, state, local or other taxes owed or owing by El Paso;

•  any accounts payable or other liability to trade creditors, arising in the ordinary course of business, including guarantees of, or instruments evidencing, such liabilities;

•  any indebtedness, guarantee or obligation of El Paso which is expressly subordinate or junior in right of payment in any respect to any other indebtedness, guarantee or obligation of El Paso, including any senior subordinated indebtedness and any subordinated obligations;

•  any obligations with respect to any capital stock; or

•  any indebtedness incurred in violation of the subordinated indenture.

There is no limitation on El Paso’s ability to issue additional senior indebtedness. The senior debt securities constitute senior indebtedness under the subordinated indenture. The subordinated debt securities will rank equally with El Paso’s other subordinated indebtedness.

Under the subordinated indenture, no payment may be made on the subordinated debt securities and no purchase, redemption or retirement of any subordinated debt securities may be made in the event:

•  any senior indebtedness is not paid when due; or

•  any other default on senior indebtedness occurs and the maturity of that senior indebtedness is accelerated in accordance with its terms,

unless, in either case, the default has been cured or waived and the acceleration has been rescinded or that senior indebtedness has been paid in full.

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El Paso may, however, pay the subordinated debt securities without regard to the above restriction if the representatives of the holders of the applicable senior indebtedness approve the payment in writing to El Paso and the trustee.

If a default on senior indebtedness occurs that could result in the acceleration of the maturity of that senior indebtedness immediately without further notice (other than notice to effect the acceleration) or the expiration of any grace periods, the representatives of the holders of that senior indebtedness may notify El Paso and the trustee in writing of the default and specify an election to make a payment blockage. In this event, El Paso may not pay the subordinated debt securities for 179 days after receipt of that notice of such default unless

•  the person who gave such notice gives written notice to the trustee and to El Paso terminating the period of non-payment,

•  the senior indebtedness is paid in full, or

•  the default that caused such notice is no longer continuing.

If the holders of senior indebtedness or their representatives have not accelerated the maturity of the senior indebtedness at the end of the 179 day period, El Paso may resume payments on the subordinated debt securities. Not more than one such notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to senior indebtedness during that period.

In the event El Paso pays or distributes El Paso’s assets to creditors upon a total or partial liquidation or dissolution of El Paso, or in bankruptcy, reorganization, insolvency, receivership or similar proceedings relating to El Paso or El Paso’s property, the holders of senior indebtedness will be entitled to receive payment in full of the senior indebtedness before the holders of subordinated debt securities are entitled to receive any payment of principal of or interest on or other amounts payable with respect to subordinated debt securities. Until the senior indebtedness is paid in full, any payment or distribution to which holders of subordinated debt securities would be entitled but for the subordination provisions of the subordinated indenture will be made to holders of the senior indebtedness, except that holders of subordinated debt securities may receive shares of stock and any debt securities that are subordinated to at least the same extent as the subordinated debt securities and do not provide for the payment of principal prior to the stated maturity of all senior indebtedness.

If a distribution is made to holders of subordinated debt securities that, due to the subordination provisions, should not have been made to them, those holders of subordinated debt securities are required to hold it in trust for the holders of senior indebtedness, and pay it over to them as their interests may appear.

If payment of the subordinated debt securities is accelerated because of an event of default, either El Paso or the trustee will promptly notify the holders of senior indebtedness or their representatives of the acceleration. El Paso may not pay the subordinated debt securities until five business days after the holders of senior indebtedness or their representatives receive notice of the acceleration. Thereafter, El Paso may pay the subordinated debt securities only if the subordination provisions of the subordinated indenture otherwise permit payment at that time.

As a result of the subordination provisions contained in the subordinated indenture, in the event of insolvency, El Paso’s creditors who are holders of senior indebtedness may recover more, ratably, than the holders of subordinated debt securities. In addition, El Paso’s creditors who are not holders of senior indebtedness may recover less, ratably, than holders of senior indebtedness and may recover more, ratably, than the holders of subordinated indebtedness. It is important to keep this in mind if you decide to hold El Paso’s subordinated debt securities.

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DESCRIPTION OF EL PASO CAPITAL STOCK

The statements under this caption are brief summaries and are subject to, and are qualified in their entirety by reference to, the more complete descriptions contained in (1) El Paso’s Second Amended and Restated Certificate of Incorporation, which includes the Certificate of Designations relating to El Paso’s convertible perpetual preferred stock (the “charter” ), copies of which are available upon request to El Paso, and (2) the certificate of designation relating to each series of preferred stock, which will be filed with the SEC in connection with an offering of such series of preferred stock. Please read “Where You Can Find More Information.”

General

El Paso is currently authorized by El Paso’s charter to issue up to 1,500,000,000 shares of common stock having a par value of $3.00 per share and up to 50,000,000 shares of preferred stock having a par value of $0.01 per share. As of March 23, 2009, there were 698,625,911 shares of common stock and 750,000 shares of 4.99% Convertible Perpetual Preferred Stock issued and outstanding.

Common Stock

El Paso is currently authorized by El Paso’s charter to issue up to 1,500,000,000 shares of common stock. The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of common stock do not have the right to cumulate votes in the election of directors. Subject to preferences that may be applicable to any outstanding preferred stock, holders of common stock are entitled to receive ratably dividends which are declared by El Paso’s board of directors out of funds legally available for such a purpose. In the event of El Paso’s liquidation, dissolution, or winding up, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and liquidation preference of any outstanding preferred stock. Holders of common stock have no preemptive rights and have no rights to convert their common stock into any other securities. The common stock is not redeemable. All of the outstanding shares of common stock are fully paid and nonassessable upon issuance against full payment of the purchase price.

Preferred Stock

El Paso’s board of directors, without any further action by El Paso’s stockholders, is authorized to issue up to 50,000,000 shares of preferred stock and to divide the preferred stock into one or more series. El Paso’s board of directors will fix by resolution or resolutions any of the designations, powers, preferences and rights, and the qualifications, limitations, or restrictions of the shares of each such series, including, but not limited to, dividend rates, conversion rights, voting rights, terms of redemption and liquidation preferences, and the number of shares constituting each such series. The issuance of preferred stock may have the effect of delaying, deterring or preventing a change in control of El Paso. Preferred stock, upon issuance against full payment of the purchase price therefore, will be fully paid and nonassessable. The specific terms of a particular series of preferred stock will be described in the certificate of designation relating to that series. The description of preferred stock set forth below does not purport to be complete and is qualified in its entirety by reference to the certificate of designation relating to the particular series of preferred stock.

The designations, powers, preferences and rights, and the qualifications, limitations, or restrictions, of preferred stock of each series will be fixed by the certificate of designation relating to such series. The certificate of designation relating to each series will specify the terms of the preferred stock as follows:

•  the number of shares to constitute each series and the distinctive designation of the series;

•  the annual dividend rate, if any, on shares of each series, whether such rate is fixed or variable or both, the date or dates from which dividends will begin to accrue or accumulate and whether dividends will be cumulative;

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•  the purchase price and terms and conditions of the shares of each series, including the time during which shares of each series may be redeemed and any accumulated dividends that the holders of shares of each series shall be entitled to receive upon the redemption of the shares;

•  the liquidation preference, if any, and any accumulated dividends thereon, that the holders of shares of each series shall be entitled to receive upon the liquidation, dissolution or winding up of the affairs of El Paso;

•  whether or not the shares of each series will be subject to operation of a retirement or sinking fund, and, if so, the extent and manner in which any such fund shall be applied to the purchase or redemption of the shares of such series for retirement or for other corporate purposes and the terms and provisions relating to the operation of such fund;

•  the terms and conditions, if any, on which the shares of each series shall be convertible into, or exchangeable for, debt securities, shares of any other class or classes of El Paso’s capital stock, or any series of any other class or classes, or of any other series of the same class, including the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same;

•  the voting rights, if any, on the shares of each series; and

•  any or all other preferences and relative, participating, operational, or other special rights, qualifications, limitations, or restrictions on each series.

As of the date of this prospectus, 750,000 shares of 4.99% Convertible Perpetual Preferred Stock are outstanding. A summary description of the 4.99% Convertible Perpetual Preferred Stock is set forth below. You should refer to the full text of the certificate of designation for a more complete description.

Convertible Perpetual Preferred Stock

In April 2005, El Paso issued 750,000 shares of convertible perpetual preferred stock. Cash dividends on the preferred stock are paid quarterly at the rate of 4.99% per year. The terms of El Paso’s preferred stock prohibit the payment of dividends on El Paso’s common stock unless El Paso has paid or set apart for payment all accumulated and unpaid dividends on such preferred stock for all preceding dividend periods.

Each share of the preferred stock is convertible at the holder’s option, at any time, into 77.0598 shares of El Paso’s common stock as of March 23, 2009, subject to adjustment under certain conditions. This conversion rate represents an equivalent conversion price of approximately $12.98 per share. This conversion rate is subject to adjustment based on certain events which include, but are not limited to, fundamental changes in El Paso’s business such as mergers or business combinations, as well as distributions of El Paso’s common stock or payments of dividends on El Paso’s common stock in excess of a specified amount. El Paso will be able to cause the preferred stock to be converted into common stock after five years if El Paso’s common stock is trading at a premium of 130% to the conversion price.

The amount payable on shares of convertible perpetual preferred stock in the event of a liquidation, dissolution or winding up of the affairs of El Paso is $1,000 per share, together with accrued and unpaid dividends to the date of payment. These dividend and liquidation rights are senior to the dividend and liquidation rights of the El Paso common stock.

Certain Anti-Takeover Matters

General

El Paso’s charter and by-laws contain the following additional provisions, some of which are intended to enhance the likelihood of continuity and stability in the composition of El Paso’s board of directors and in the policies formulated by El Paso’s board of directors. In addition, some provisions of the Delaware General Corporation Law, if applicable to us, may hinder or delay an attempted takeover without prior approval of El Paso’s board of directors. Provisions of the Delaware General Corporation Law, or the DGCL, and of El Paso’s charter and by-laws could discourage attempts to acquire us or remove incumbent management even if some or a majority of El Paso’s

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stockholders believe this action is in their best interest. These provisions could, therefore, prevent stockholders from receiving a premium over the market price for the shares of common stock they hold.

Call of Special Meetings

El Paso’s by-laws provide that special meetings of El Paso’s stockholders may be called only by a majority of the board of directors, the Chairman of the Board, the Chief Executive Officer or, the President or, subject to certain conditions, upon request of eligible stockholders who own at least 25% of El Paso’s outstanding common stock.

No Cumulative Voting

The DGCL provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless El Paso’s charter provides otherwise. El Paso’s charter does not expressly provide for cumulative voting. Under cumulative voting, a majority stockholder holding a sufficient percentage of a class of shares may be able to ensure the election of one or more directors.

Advanced Notice Requirements for Stockholder Proposals and Director Nominations

El Paso’s by-laws provide that stockholders seeking to bring business before or to nominate candidates for election as directors at an annual meeting of stockholders must provide timely notice of their proposal in writing to the corporate secretary. To be timely, a stockholder’s notice must be received by El Paso’s corporate secretary at El Paso’s principal executive offices not earlier than 120 days nor later than 90 days prior to the first anniversary of the preceding year’s annual meeting. If, however, the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder in order to be timely must be received by the secretary not earlier than 120 days prior to such annual meeting and not later than 90 days prior to such annual meeting, or if later, the 10th day following the day on which public announcement of the date of such meeting is first made. El Paso’s by-laws also specify requirements as to the form and content of a stockholder’s notice. These provisions may preclude stockholders from bringing matters before an annual meeting of stockholders or from making nominations for directors at an annual meeting of stockholders or may discourage or defer a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of El Paso

No Stockholder Action by Written Consent

El Paso’s charter prohibits the taking of any action by written stockholder consent in lieu of a meeting.

Section 203 of the DGCL

El Paso is a Delaware corporation subject to Section 203 of the DGCL. Generally, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless (1) prior to such date, either the business combination or such transaction which resulted in the stockholder becoming an interested stockholder is approved by the board of directors of the corporation, (2) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owns at least 85% of the outstanding voting stock, or (3) on or after such date, the business combination is approved by the board of directors of the corporation and by the affirmative vote at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder. A “business combination” includes mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns, or, within three years, did own, 15% or more of the corporation’s outstanding voting stock.

Transfer Agent and Registrar

Computershare Trust Company, N.A. is the transfer agent and registrar for El Paso’s common stock and El Paso’s 4.99% Convertible Perpetual Preferred Stock.

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DESCRIPTION OF EL PASO PURCHASE CONTRACTS

El Paso may issue purchase contracts for the purchase or sale of:

•  debt or equity securities issued by El Paso or securities of third parties, a basket of such securities, an index or indices of such securities or any combination of the above as specified in the applicable prospectus supplement;

•  currencies; or

•  commodities.

Each purchase contract will entitle the holder thereof to purchase or sell, and obligate El Paso to sell or purchase, on specified dates, such securities, currencies or commodities at a specified purchase price, which may be based on a formula, all as set forth in the applicable prospectus supplement. El Paso may, however, satisfy El Paso’s obligations, if any, with respect to any purchase contract by delivering the cash value of such purchase contract or the cash value of the property otherwise deliverable or, in the case of purchase contracts on underlying currencies, by delivering the underlying currencies, as set forth in the applicable prospectus supplement. The applicable prospectus supplement will also specify the methods by which the holders may purchase or sell such securities, currencies or commodities and any acceleration, cancellation or termination provisions or other provisions relating to the settlement of a purchase contract.

The purchase contracts may require El Paso to make periodic payments to the holders thereof or vice versa, which payments may be deferred to the extent set forth in the applicable prospectus supplement, and those payments may be unsecured or prefunded on some basis. The purchase contracts may require the holders thereof to secure their obligations in a specified manner to be described in the applicable prospectus supplement. Alternatively, purchase contracts may require holders to satisfy their obligations thereunder when the purchase contracts are issued. El Paso’s obligation to settle such pre-paid purchase contracts on the relevant settlement date may constitute indebtedness. Accordingly, pre-paid purchase contracts will be issued under one of the indentures.

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DESCRIPTION OF EL PASO WARRANTS

El Paso may issue warrants to purchase debt or equity securities or securities of third parties or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing. Warrants may be issued independently or together with any other securities and may be attached to, or separate from, such securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between El Paso and a warrant agent. The terms of any warrants to be issued and a description of the material provisions of the applicable warrant agreement will be set forth in the applicable prospectus supplement.

The applicable prospectus supplement will describe the following terms of any warrants in respect of which this prospectus is being delivered:

•  the title of such warrants;

•  the aggregate number of such warrants;

•  the price or prices at which such warrants will be issued;

•  the currency or currencies, in which the price of such warrants will be payable;

•  the securities or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing, purchasable upon exercise of such warrants;

•  the price at which and the currency or currencies in which the securities or other rights purchasable upon exercise of such warrants may be purchased;

•  the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;

•  if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;

•  if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;

•  if applicable, the date on and after which such warrants and the related securities will be separately transferable;

•  information with respect to book-entry procedures, if any;

•  if applicable, a discussion of any material United States Federal income tax considerations; and

•  any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.

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DESCRIPTION OF EL PASO UNITS

As specified in the applicable prospectus supplement, El Paso may issue units consisting of one or more purchase contracts, warrants, debt securities, shares of preferred stock, shares of common stock or any combination of such securities. The applicable prospectus supplement will describe:

•  the terms of the units and of any of the purchase contracts, warrants, debt securities, preferred stock and common stock comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately;

•  a description of the terms of any unit agreement governing the units; and

•  a description of the provisions for the payment, settlement, transfer or exchange of the units.

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DESCRIPTION OF CIG DEBT SECURITIES

The following description of the terms of the CIG debt securities sets forth general terms that may apply to the CIG debt securities. The particular terms of any CIG debt securities will be described in the prospectus supplement relating to those debt securities. The CIG debt securities will be CIG and CIIC’s direct, unsecured and unsubordinated general obligations.

CIG may issue debt securities in one or more series, and CIIC may be a co-issuer of one or more series of debt securities. CIIC was incorporated under the laws of the State of Delaware in October 2007, is wholly-owned by CIG, and has no material assets or any liabilities other than as a co-issuer of CIG debt securities. Its activities are limited to co-issuing debt securities and engaging in other activities incidental thereto.

The CIG debt securities will be issued under an indenture, dated as of June 27, 1997, between CIG, CIIC and The Bank of New York Mellon Trust Company, N.A. (formerly named The Bank of New York Trust Company, N.A.), successor in interest to Harris Trust and Savings Bank, as indenture trustee (the “CIG trustee”) (as supplemented, the “CIG indenture”).

CIG and CIIC have not restated the CIG indenture in its entirety in this description. The CIG indenture is filed as an exhibit to the registration statement of which this prospectus is a part. Please read “Where You Can Find More Information.” You are urged to read the CIG indenture, because it, and not this description, controls your rights as holders of the CIG debt securities. The following description of the CIG indenture is not complete and is subject to, and qualified in its entirety by reference to, all the provisions in the CIG indenture. Certain capitalized terms used in this summary description are defined below under “— Definitions.”

General

The CIG debt securities will be CIG and CIIC’s direct, unsecured obligations and will rank equally with all of CIG and CIIC’s other senior and unsubordinated indebtedness.

A prospectus supplement and a supplemental indenture relating to any series of CIG debt securities being offered will include specific terms relating to the offered CIG debt securities. These terms will include some or all of the following:

•  the title of the CIG debt securities;

•  any limit upon the aggregate principal amount of the CIG debt securities which may be authenticated and delivered;

•  the dates on which the principal of the CIG debt securities will be payable and the terms on which any such maturity date may be extended, and the rights, if any, of the CIG debt securities holders to require payment of the CIG debt securities;

•  the rate or rates at which the CIG debt securities shall bear interest, if any (whether floating or fixed), the provisions, if any, for determining such interest rate or rates and adjustments thereto, the date or dates from which such interest shall accrue, the provisions, if any, for determining such date or dates, the interest payment dates therefor and the regular record dates (if different from those provided in the CIG indenture) for the determination of holders of CIG debt securities to whom interest is payable and the basis upon which interest, if any, shall be calculated if other than that of a 360-day year of twelve 30-day months;

•  the place or places where the principal of and interest on CIG debt securities shall be payable (if other than as provided in the CIG indenture), where CIG debt securities may be surrendered for registration of transfer or exchange and where notices or demands to or upon CIG in respect of CIG debt securities and the CIG indenture may be served;

•  the price or prices at which, the period or periods within which and the terms and conditions upon which the CIG debt securities may be redeemed, in whole or in part, at the option of CIG, pursuant to a sinking fund or otherwise;

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•  the obligation, if any, of CIG to redeem, purchase or repay CIG debt securities, in whole or in part, pursuant to a sinking fund or otherwise or at the option of a holder thereof, and the price or prices at which, the period or periods within which and the terms and conditions upon which such redemption, purchase or repayment shall be made;

•  any deletions from, modifications of or additions to the Events of Default (defined below) or the covenants or obligations provided for in the CIG indenture;

•  if less than 100% of the principal amount of the CIG debt securities is payable on acceleration, a schedule of or the manner of computing the amounts which are so payable from time to time;

•  the form of the CIG debt securities (which may be, but which need not be, consistent with the form set forth in the CIG indenture), including whether the CIG debt securities shall be issued in whole or in part in the form of one or more global securities and, in such case, the depository with respect to such global security or securities and the circumstances under which any global security may be registered for transfer or exchange, or authenticated and delivered, in the name of a person other than such depository or its nominee, if other than as set forth in the CIG indenture;

•  if other than United States dollars, the currency(ies) in which payment of the principal of or interest, if any, on the CIG debt securities shall be payable;

•  if the principal of or interest, if any, on CIG debt securities is to be payable, at the election of CIG or a holder thereof, in a currency or currencies other than that in which the CIG debt securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made;

•  if the amount of payments of principal of or interest, if any, on the CIG debt securities may be determined with reference to an index based on a currency or currencies other than that in which the CIG debt securities are stated to be payable, the manner in which such amounts shall be determined;

•  whether and under what circumstances CIG will pay any additional amounts on the CIG debt securities in respect of any tax, assessment or governmental charge and, if so, whether CIG will have the option to redeem the CIG debt securities in lieu of making such payment;

•  any provision relating to the issuing of the CIG debt securities as original issue discount securities (including, without limitation, the issue price thereof, the rate or rates at which such original issue discount shall accrue, if any, and the date or dates from or to which, or period or periods during which, such original issue discount shall accrue at such rate or rates);

•  if other than denominations of $1,000 and any integral multiple thereof, the denominations in which CIG debt securities shall be issued; and

•  any other terms of the CIG debt securities.

The CIG indenture does not limit the amount of CIG debt securities that may be issued thereunder. The CIG indenture allows CIG debt securities to be issued from time to time in one or more series up to the principal amount that CIG may authorize and may be in any currency or currency unit CIG designates.

CIG debt securities of a series may be issued in registered form without coupons.

Denominations

The prospectus supplement for each issuance of CIG debt securities will state whether the securities will be issued in registered form of $1,000 each or multiples of $1,000.

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Consolidation, Merger or Sale

Under the CIG indenture, CIG may not consolidate with or merge with or into any other person or transfer all or substantially all of CIG’s properties and assets as an entirety to any person, unless:

•  either CIG is the continuing person, or the person (if other than CIG) formed by such consolidation or into which CIG is merged or to which all or substantially all of CIG’s properties and assets as an entirety are transferred is a corporation organized and existing under the laws of the United States or any state thereof or the District of Columbia and expressly assumes, by a supplemental indenture, executed and delivered to the CIG trustee, in form satisfactory to the CIG trustee, all of CIG’s obligations under each series of CIG debt securities and the CIG indenture;

•  immediately before and immediately after giving effect to such transaction, no Event of Default (defined below) and no event which, after notice or passage of time or both, would become an Event of Default, shall have occurred and be continuing; and

•  CIG has delivered to the CIG trustee an officers’ certificate and an opinion of counsel, each stating that such consolidation, merger or transfer and such supplemental indenture comply with this covenant and that all conditions precedent in the CIG indenture relating to such transactions have been complied with.

Notwithstanding the foregoing, any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to, CIG or any other Subsidiary or Subsidiaries.

Modification of CIG Indenture

Without the consent of any holder, CIG and the CIG trustee may amend or supplement the CIG indenture to:

•  cure any ambiguity, omission, defect or inconsistency;

•  comply with the CIG indenture in the case of the merger, consolidation or sale or other disposition of all or substantially all of CIG’s assets;

•  provide for uncertificated CIG debt securities in addition to or in place of certificated CIG debt securities;

•  secure CIG debt securities pursuant to the requirements under the CIG indenture;

•  make any change that does not adversely affect the rights of any holder of CIG debt securities in any material respect;

•  provide for the issuance and the terms of any particular series of CIG debt securities;

•  provide for a separate trustee for additional series of CIG debt securities; and

•  add a corporate co-issuer party to the CIG Indenture and each series of CIG debt securities.

CIG and the CIG trustee may amend or supplement the CIG indenture or the CIG debt securities with the written consent of the holders of at least a majority in principal amount of all series of CIG debt securities affected thereby (voting as a single class). These changes must comply with the Trust Indenture Act of 1939. In addition, notwithstanding the above, without the consent of each holder of CIG debt securities affected, CIG may not:

•  reduce the percentage of principal amount of outstanding CIG debt securities of any series whose holders must consent to an amendment, supplement or waiver;

•  reduce the rate of or change the time for payment of interest, on any outstanding CIG debt securities;

•  reduce the principal of or change the fixed maturity of any outstanding CIG debt securities or alter the premium payable upon its redemption;

•  make any outstanding CIG debt securities payable in money other than that stated in the CIG debt securities;

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•  impair the right of any holder to receive payment of principal of and interest on any outstanding CIG debt securities or institute suit for the enforcement of any such payment;

•  make any change in the percentage of principal amount of CIG debt securities necessary to waive compliance with certain provisions of the CIG indenture; or

•  waive a continuing default in the payment of principal of or interest on the outstanding CIG debt securities.

Holders of not less than a majority in principal amount of the outstanding CIG debt securities of all series affected thereby (voting as a single class) may waive certain past defaults and may waive compliance by CIG with any provision of the CIG indenture relating to such CIG debt securities (subject to the immediately preceding sentence); provided, that only the holders of a majority in principal amount of CIG debt securities of a particular series may waive compliance with a provision of the CIG indenture or the CIG debt securities of such series having applicability solely to such series.

Events of Default

Each of the following constitutes an “Event of Default” with respect to the CIG debt securities:

•  default in payment of the principal of the CIG debt securities when due at maturity or otherwise;

•  default for 30 days in the payment when due of interest on the CIG debt securities;

•  failure for 60 days after receipt of notice from the CIG trustee or the holders to comply with any other term, covenant or warranty in the CIG indenture or the CIG debt securities;

•  certain specified events of bankruptcy, insolvency or reorganization with respect to CIG;

If an Event of Default (other than an Event of Default resulting from bankruptcy, insolvency or reorganization) occurs and is continuing, the CIG trustee or the holders of at least 25% in aggregate principal amount of the affected CIG debt securities then outstanding, by written notice to CIG (and to the CIG trustee if such notice is given by the holders) may, and the CIG trustee at the request of such holders shall, declare the entire principal of and accrued and unpaid interest, if any, on the CIG debt securities to be immediately due and payable. The CIG indenture provides that if an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization occurs, the entire principal of and accrued and unpaid interest, if any, on the CIG debt securities will be immediately due and payable without any declaration or other act on the part of the CIG trustee or the holders of any CIG debt securities. However, the effect of such provision may be limited by applicable law. Acceleration of the CIG debt securities may be annulled and past defaults (except, unless theretofore cured, a default in payment of principal of or interest on the CIG debt securities) may be waived by the holders of a majority in principal amount of the CIG debt securities then outstanding upon the conditions provided in the CIG indenture.

Covenants

Under the CIG indenture, CIG will:

•  pay the principal of, and interest and any premium on, the CIG debt securities when due;

•  maintain an office or agency where CIG debt securities may be surrendered for registration of transfer or exchange or for presentation for payment;

•  preserve and keep in full force and effect its legal existence and the rights (charter and statutory) and material franchises of CIG;

•  not adopt a plan of liquidation which provides for, contemplates or the effectuation of which is preceded by (i) the sale, lease, conveyance or other disposition of all or substantially all of the assets of CIG otherwise than substantially as an entirety pursuant to Article 5 of the CIG indenture and (ii) the distribution of all or substantially all of the proceeds of such sale, lease, conveyance or other disposition and of the remaining assets of CIG to the holders of capital stock of CIG, unless CIG shall in connection with the adoption of such plan make provisions for, or agree that prior to making any

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liquidating distributions it will make provisions for, the satisfaction of the CIG’s obligations under the CIG indenture and under the CIG debt securities as to the payment of principal and interest;

•  deliver a report to the CIG trustee at the end of each fiscal quarter reviewing CIG’s obligations under the indenture and file with the CIG trustee copies of annual, quarterly and other reports and information which CIG is required to file with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; and

•  deposit sufficient funds with any paying agent on or before the due date for any principal, interest or premium.

Limitation on Liens.  CIG will not incur, create, assume or otherwise become liable with respect to any CIG Indebtedness secured by a lien, or guarantee any CIG Indebtedness with a guarantee which is secured by a lien, on any Principal Domestic Property of CIG or any shares of stock or CIG Indebtedness of any Significant Subsidiary, without effectively providing that the CIG debt securities (together with, if CIG shall so determine, any other CIG Indebtedness then existing or thereafter created ranking equally with the CIG debt securities) shall be secured equally and ratably with (or, at CIG’s option, prior to) such CIG secured indebtedness, so long as such CIG secured indebtedness shall be so secured; provided, however, that this covenant will not apply to CIG Indebtedness secured by:

(a) Liens existing on the date of the CIG indenture;

(b) Liens in favor of governmental bodies to secure progress, advance or other payments;

(c) Liens existing on property, shares of stock or CIG Indebtedness at the time of acquisition thereof (including acquisition through lease, merger or consolidation) or liens to secure the payment of all or any part of the purchase price thereof or the cost of construction, installation, renovation, improvement or development thereon or thereof or to secure any CIG Indebtedness incurred prior to, at the time of, or within 360 days after the later of the acquisition, completion of such construction, installation, renovation, improvement or development or the commencement of full operation of such property or within 360 days after the acquisition of such shares or CIG Indebtedness for the purpose of financing all or any part of the purchase price thereof;

(d) Liens securing CIG Indebtedness in an aggregate amount which, at the time of incurrence and together with all outstanding Attributable Debt in respect of Sale and Leaseback Transactions permitted by clause (y) in the “Limitation on Sale-Leaseback Transactions” covenant, does not exceed ten percent of the Consolidated Net Tangible Assets of CIG;

(e) Liens securing CIG Indebtedness other than Funded Debt; and

(f) Any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any liens referred to in the foregoing clauses (a) through (e) inclusive; provided that such extension, renewal or replacement of such lien is limited to all or any part of the same property, shares of stock or CIG Indebtedness that secured the lien extended, renewed or replaced (plus improvements on such property), and that such secured indebtedness at such time is not increased.

Limitation on Sale-Leaseback Transactions.  CIG will not sell or transfer any of CIG’s Principal Domestic Property, with CIG taking back a lease of such Principal Domestic Property of CIG (a “Sale and Leaseback Transaction”), unless:

(1) such Principal Domestic Property of CIG is sold within 360 days from the date of acquisition of such Principal Domestic Property of CIG or the date of the completion of construction or commencement of full operations of such Principal Domestic Property of CIG, whichever is later, or

(2) CIG, within 120 days after such sale, applies or causes to be applied to the retirement of Funded Debt of CIG or any CIG Subsidiary (other than Funded Debt of CIG which by its terms or the terms of the instrument pursuant to which it was issued is subordinate in right of payment to the CIG debt securities) an amount not less than the greater of (A) the net proceeds of the sale of such Principal Domestic Property of CIG or (B) the fair value (as determined in any manner approved by the CIG Board of Directors) of such Principal Domestic Property of CIG.

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The provisions of this covenant shall not prevent a Sale and Leaseback Transaction (x) if the lease entered into by CIG in connection therewith is for a period, including renewals, of not more than 36 months or (y) if CIG would, at the time of entering into such Sale and Leaseback Transaction, be entitled, without equally and ratably securing the CIG debt securities, to create or assume a lien on such Principal Domestic Property of CIG securing CIG indebtedness in an amount at least equal to the Attributable Debt in respect of such Sale and Leaseback Transaction pursuant to clause (d) above in the “Limitation on Liens” covenant.

Discharge and Defeasance

CIG may terminate its obligations under the CIG debt securities and the CIG indenture, at any time, (a) by delivering all outstanding CIG debt securities to the CIG trustee for cancellation and paying any other sums payable by us under such CIG debt securities and the CIG indenture with respect to the CIG debt securities, or (b) after giving notice to the CIG trustee of CIG’s intention to defease all of the CIG debt securities by irrevocably depositing with the CIG trustee or a paying agent (other than CIG or a CIG Subsidiary) (1) in the case of any CIG debt securities denominated in U.S. dollars, cash or U.S. Government Obligations sufficient to pay all principal of and interest on such CIG debt securities and (2) in the case of any CIG debt securities denominated in any currency other than U.S. dollars, an amount of the Required Currency (as defined in the CIG indenture) sufficient to pay all principal of and interest on such CIG debt securities; provided that if such irrevocable deposit pursuant to (b) above is made on or prior to one year from the Stated Maturity for payment of principal of such CIG debt securities, CIG shall have delivered to the CIG trustee either an opinion of counsel with no material qualifications or a favorable ruling of the Internal Revenue Service, in either case to the effect that holders of the CIG debt securities (1) will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit (and the defeasance contemplated in connection therewith) and (2) will be subject to Federal income tax on the same amounts and in the same manner and at the same time as would have been the case if such deposit and defeasance had not occurred.

Methods of Receiving Payments on the CIG Debt Securities

CIG will make payments on the CIG debt securities at the office or agency of the paying agent and registrar within the City and State of New York, unless CIG elects to make interest payments by check mailed to you at your addresses set forth in the register of holders. The CIG trustee will initially act as paying agent and registrar. CIG may change the paying agent or registrar without prior notice to you, and CIG may act as paying agent or registrar. However, CIG will at all times, maintain an office or agency in The City of New York where the CIG debt securities may be presented for payment and where CIG will be required to make such payment in the event of such presentation.

Global Securities

CIG may issue one or more series of CIG debt securities as permanent global debt securities deposited with a depositary. See “Description of El Paso Debt Securities — Global Securities.”

Definitions

The following are definitions of certain terms used in this summary description of the CIG debt securities:

“Attributable Debt” means, with respect to any Sale and Leaseback Transaction as of any particular time, the present value (discounted at the rate of interest implicit in the terms of the lease) of the obligations of the lessee under such lease for net rental payments during the remaining term of the lease (including any period for which such lease has been extended or may, at the option of CIG be extended).

“CIG Indebtedness” means (1) any liability of any person (a) for borrowed money, (b) evidenced by a note, debenture or similar instrument (including a purchase money obligation) given in connection with the acquisition of any property or assets (other than inventory or similar property acquired in the ordinary course of business), including securities, or (c) for the payment of money relating to a Capitalized Lease Obligation (as defined in the CIG indenture); (2) any guarantee by any person of any liability of others described in the preceding clause (1); and (3) any amendment, renewal, extension or refunding of any liability of the types referred to in clauses (1) and (2) above.

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“Consolidated Net Tangible Assets” will mean the total assets appearing on a consolidated balance sheet of CIG and its Subsidiaries, less, without duplication, (1) current liabilities; (2) reserves for estimated rate refunds pending the outcome of a rate proceeding to the extent such refunds have not been finally determined; (3) all intangible assets; and (4) deferred income tax assets.

“Funded Debt” will mean all Indebtedness maturing one year or more from the date of the creation thereof, all Indebtedness directly or indirectly renewable or extendible, at the option of the debtor, by its terms or by the terms of any instrument or agreement relating thereto, to a date one year or more from the date of the creation thereof, and all Indebtedness under a revolving credit or similar agreement obligating the lender or lenders to extend credit over a period of one year or more, even though such Indebtedness may also conform to the definition of Short-Term Borrowing (as defined in the CIG Indenture).

“Principal Domestic Property of CIG” will mean any property, plant, equipment or facility of CIG which is located in the United States or any territory or political subdivision thereof, except any property which the Board of Directors or management of CIG shall determine to be not material to the business or operations of CIG and its subsidiaries, taken as a whole.

“Significant Subsidiary” will mean a CIG Subsidiary, including its Subsidiaries, which meets any of the following conditions:

(a) CIG’s and its other Subsidiaries’ investments in and advances to the Subsidiary exceed 10 percent of the total assets of CIG and its Subsidiaries consolidated as of the end of any two of the three most a recently completed fiscal years;

(b) CIG’s and its other Subsidiaries’ proportionate share of the total assets of the Subsidiary exceeds 10 percent of the total assets of CIG and its Subsidiaries consolidated as of the end of any two of the three most recently completed fiscal years; or

(c) CIG’s and its other Subsidiaries’ equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principles of the Subsidiary exceeds 10 percent of such income of CIG and its Subsidiaries consolidated as of the end of any two of the three most recently completed fiscal years.

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

“Subsidiary” will mean (1) a corporation a majority of whose capital stock with voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by CIG, by CIG and a Subsidiary (or Subsidiaries) of CIG or by a Subsidiary (or Subsidiaries) of CIG; or (2) any person (other than a corporation) in which CIG, a Subsidiary (or Subsidiaries) of CIG or CIG and a Subsidiary (or Subsidiaries) of CIG, directly or indirectly, at the date of determination thereof has at least majority ownership interest; provided that no corporation shall be deemed a Subsidiary until CIG, a Subsidiary (or Subsidiaries) of CIG or CIG and a Subsidiary (or Subsidiaries) of CIG acquires more than 50% of the outstanding voting stock thereof and has elected a majority of its board of directors.

No Personal Liability of Partners, Officers, Directors, Employees or Stockholders

No general partner of CIG shall be liable for any of the obligations of CIG or CIIC under the CIG indenture or the CIG debt securities. No director, officer, employee, stockholder, member, manager, limited partner or other holder of the equity securities, as such, of CIG, CIIC, any general partner of CIG or any affiliates of any such person will have any personal liability in respect of CIG’s or CIIC’s obligations under the CIG indenture or the CIG debt securities by reason of his, her or its status as such.

Governing Law

The CIG indenture provides that the CIG indenture and the CIG debt securities will be governed by the law of the State of New York without regard to principles of conflicts of law.

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DESCRIPTION OF EPNG DEBT SECURITIES

The following description of the terms of the EPNG debt securities sets forth general terms that may apply to the EPNG debt securities. The particular terms of any EPNG debt securities will be described in the prospectus supplement relating to those debt securities. The EPNG debt securities will be EPNG’s direct, unsecured and unsubordinated general obligations.

The EPNG debt securities will be issued under an indenture, dated as of November 13, 1996, between EPNG and Wilmington Trust Company, as successor in interest to JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as indenture trustee (“EPNG trustee”) (as so supplemented, the “EPNG indenture”).

EPNG has not restated the EPNG indenture in its entirety in this description. The EPNG indenture is filed as an exhibit to the registration statement of which this prospectus is a part. Please read “Where You Can Find More Information.” You are urged to read the EPNG indenture, because it, and not this description, controls your rights as holders of the EPNG debt securities. The following description of the EPNG indenture is not complete and is subject to, and qualified in its entirety by reference to, all the provisions in the EPNG indenture. Certain capitalized terms used in this summary description are defined below under “ — Definitions.”

General

The EPNG debt securities will be EPNG’s direct, unsecured obligations and will rank equally with all of EPNG’s other senior and unsubordinated debt.

A prospectus supplement and a supplemental indenture relating to any series of EPNG debt securities being offered will include specific terms relating to the offered EPNG debt securities. These terms will include some or all of the following:

•  the title of EPNG debt securities;

•  any limit upon the aggregate principal amount of the EPNG debt securities which may be authenticated and delivered under the EPNG indenture;

•  the person to whom any interest on the EPNG debt securities shall be payable, if other than the person in whose name that EPNG debt securities (or one or more predecessor securities) is registered at the close of business on the regular record date for such interest;

•  the date or dates on which the principal of the EPNG debt securities is payable or the method of determination thereof;

•  the rate or rates at which the EPNG debt securities shall bear interest, if any, or the method of determination thereof, the date or dates from which such interest shall accrue, or the method of determination thereof, the interest payment dates on which any such interest shall be payable and the regular record date for any interest payable on any interest payment date;

•  the place or places where, subject to the EPNG indenture, the principal of and any premium and interest on EPNG debt securities shall be payable, EPNG debt securities may be surrendered for registration of transfer, EPNG debt securities may be surrendered for exchange and notices, and demands to or upon EPNG in respect of the EPNG debt securities and the EPNG indenture may be served;

•  the period or periods within which, the price or prices at which and the terms and conditions upon which EPNG debt securities may be redeemed, in whole or in part, at the option of EPNG;

•  the obligation, if any, of EPNG to redeem or purchase EPNG debt securities pursuant to any sinking fund or analogous provisions or upon the happening of a specified event or at the option of a holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which EPNG debt securities shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

•  if other than denominations of $1,000 and any integral multiple thereof, the denominations in which EPNG debt securities shall be issuable;

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•  whether payment of principal of and premium, if any, and interest, if any, on the EPNG debt securities shall be without deduction for taxes, assessments or governmental charges paid by holders of the series;

•  the currency, currencies or currency units in which payment of the principal of and any premium and interest on any EPNG debt securities shall be payable if other than the currency of the United States of America and the manner of determining the equivalent thereof in the currency of the United States of America;

•  if the amount of payments of principal of or any premium or interest on any EPNG debt securities may be determined with reference to an index, the manner in which such amounts shall be determined;

•  if the principal of or any premium or interest on any EPNG debt securities is to be payable, at the election of the EPNG or a holder thereof, in one or more currencies or currency units other than that or those in which the EPNG debt securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on EPNG debt securities as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;

•  if other than the principal amount thereof, the portion of the principal amount of EPNG debt securities which shall be payable upon declaration of acceleration of the maturity thereof pursuant to the EPNG indenture or the method of determination thereof;

•  if and as applicable, that the EPNG debt securities shall be issuable in whole or in part in the form of one or more global securities and, in such case, the depositary or depositaries for such global security or global securities and any circumstances other than those set forth in the EPNG indenture in which any such global security may be transferred to, and registered and exchanged for securities registered in the name of, a person other than the depositary for such global security or a nominee thereof and in which any such transfer may be registered;

•  any deletions from, modifications of or additions to the Events of Default (described below) or the covenants of EPNG set forth in the EPNG indenture pertaining to the EPNG debt securities;

•  the means of defeasance or covenant defeasance as may be specified for the EPNG debt securities;

•  if other than the EPNG trustee, the identity of the security registrar and any paying agent; and

•  any other terms of the EPNG debt securities.

The EPNG indenture does not limit the amount of EPNG debt securities that may be issued. The EPNG indenture allows EPNG debt securities to be issued up to the principal amount that EPNG may authorize and may be in any currency or currency unit EPNG designates.

EPNG debt securities of a series shall be issued in registered form without coupons.

Denominations

The prospectus supplement for each issuance of EPNG debt securities will state whether the securities will be issued in registered form of $1,000 each or integral multiples of $1,000.

Consolidation, Merger or Sale

Under the EPNG indenture, EPNG may not consolidate with or merge into any other person or entity or sell, lease or transfer all or substantially all of EPNG’s properties and assets to any other person or entity unless:

•  in the case of a merger, EPNG is the surviving entity, or the entity formed by the consolidation or into which EPNG is merged expressly assumes, by execution and delivery to the EPNG trustee of a supplemental indenture, the due and punctual payment of the principal, any premium and interest on the debt securities and the performance of every covenant and condition in the EPNG indenture;

•  in the case of the sale, lease or transfer of all or substantially all of EPNG’s properties and assets, the person or entity which acquires EPNG’s properties and assets expressly assumes, by execution and

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delivery to the EPNG trustee of a supplemental indenture, the due and punctual payment of the principal, any premium and interest on the debt securities and the performance of every covenant and condition in the indenture;

•  immediately after giving effect to the transaction, no default or event of default under the EPNG indenture exists; and

•  EPNG has delivered to the EPNG trustee an officer’s certificate and an opinion of counsel each stating that the consolidation, merger, sale, transfer or lease and the supplemental indenture required in connection with the transaction comply with the terms of the EPNG indenture and that EPNG has complied with all conditions precedent.

After any consolidation or merger or any sale, lease or transfer of EPNG’s properties and assets, the successor person or entity formed by such consolidation or into which EPNG is merged or to which such sale, lease or transfer is made shall succeed to and be substituted for EPNG under the EPNG indenture as if the successor person or entity had been originally named in the EPNG indenture and may exercise every one of EPNG’s rights and powers under the EPNG indenture. Thereafter, except in the case of a lease, EPNG shall be relieved of all obligations and covenants under the EPNG indenture and the EPNG debt securities.

Modification of Indenture

At any time and without the consent of the holders of the EPNG debt securities, EPNG and the EPNG trustee may modify the EPNG indenture and enter into one or more supplemental indentures for any of the following purposes:

•  to secure the EPNG debt securities;

•  to evidence the succession of another person or entity under the EPNG indenture and the assumption by the succeeding person or entity of EPNG’s covenants and EPNG’s debt securities;

•  to add to EPNG’s covenants or events of default for the benefit of the holders of the EPNG debt securities or to surrender any of EPNG’s rights and powers under the EPNG indenture;

•  to add to, change or eliminate any of the provisions of the EPNG indenture provided there is no outstanding security entitled to the benefit of such provision;

•  to establish the general forms and terms of securities of any series as permitted under the EPNG indenture;

•  to cure any ambiguity, to correct or supplement any provision which may be inconsistent with any other provision; to comply with any applicable mandatory provisions of law, provided that any such actions shall not materially adversely affect the interest of the holders of the EPNG debt securities;

•  to evidence and provide for the acceptance of the appointment of a successor trustee and to add to or change any provisions necessary to provide for or facilitate the administration of the trusts by more than one trustee; and

•  to modify, eliminate or add to the provisions of the EPNG indenture to the extent necessary to comply with the Trust Indenture Act.

With the consent of the holders of a majority in aggregate principal amount of the outstanding EPNG debt securities, EPNG and the EPNG trustee may add, change or eliminate any provision of the EPNG indenture or modify in any manner the rights of the holders of the EPNG debt securities; provided, however, EPNG and the EPNG trustee may not, without the consent of each holder of the EPNG debt securities:

•  change the stated maturity of the principal of, or any installment of principal or interest on, the EPNG debt securities, or reduce the principal amount of, the premium on or the rate of interest on the EPNG debt securities;

•  reduce the percentage in principal amount of the EPNG debt securities required to consent to any supplemental indenture or waive compliance with the EPNG indenture or waive defaults under it;

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•  change EPNG’s obligation to maintain an office or agency as specified in the EPNG indenture; or

•  modify any provisions of the EPNG indenture governing modifications, waiver of past defaults and waiver of certain covenants, except to increase any percentages required under such provisions or to provide that other provisions of the EPNG indenture cannot be modified without the consent of each holder of the EPNG debt securities.

Events of Default

“Event of default” when used in the EPNG indenture, means any of the following with respect to the EPNG debt securities:

•  failure to pay the principal of or any premium on any EPNG debt security when due;

•  failure to pay interest on any EPNG debt security for 30 days;

•  failure to perform any other covenant in the EPNG indenture that continues for 60 days after being given written notice;

•  if EPNG commences a voluntary case in bankruptcy, consent to the entry of any order of relief against EPNG in an involuntary bankruptcy case, consent to the appointment of a custodian over EPNG or all or substantially all of EPNG’s assets or make a general assignment for the benefit of creditors; or

•  if a court of competent jurisdiction enters a bankruptcy order either for relief against EPNG in an involuntary case, or appointing a custodian over EPNG or all or substantially all of EPNG’s assets, or ordering EPNG’s liquidation; and the order or decree remains unstayed and in effect for 90 days.

An event of default for one series of the EPNG debt securities does not necessarily constitute an event of default for any other series of EPNG debt securities issued under the EPNG indenture. The EPNG trustee may withhold notice to the holders of the EPNG debt securities of any default, except in the payment of principal or interest, if it considers such withholding of notice to be in the best interests of the holders.

If an event of default for any series of the EPNG debt securities occurs and continues, the EPNG trustee or the holders of at least 25% in the aggregate principal amount of the EPNG debt securities of the series may declare the entire principal of the EPNG debt securities to be due and payable immediately. If this happens, subject to certain conditions, the holders of a majority of the aggregate principal amount of the EPNG debt securities can void the declaration.

Other than its duties in the case of a default, the EPNG trustee is not obligated to exercise any of its rights or powers under the EPNG indenture at the request, order or direction of any holders, unless the holders offer the EPNG trustee reasonable indemnity. If they provide this reasonable indemnification, the holders of a majority in principal amount of the EPNG debt securities may direct the time, method and place of conducting any proceeding or any remedy available to the EPNG trustee, or exercising any power conferred upon the EPNG trustee, for any series of the EPNG debt securities.

Covenants

Under the EPNG indenture, EPNG will:

•  pay the principal of, and interest and any premium on, the EPNG debt securities when due;

•  maintain a place of payment;

•  deliver a report to the EPNG trustee at the end of each fiscal year reviewing EPNG’s obligations under the EPNG indenture; and

•  deposit sufficient funds with any paying agent on or before the due date for any principal, interest or premium.

Limitation on Liens.  The EPNG indenture provides that EPNG will not, nor will EPNG permit any of EPNG’s restricted subsidiaries to, create, assume, incur or suffer to exist any lien upon any principal property,

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whether owned or leased on the date of the EPNG indenture or thereafter acquired, to secure any of EPNG’s debt or of any other person (other than the EPNG senior debt securities issued under the EPNG indenture), without causing all of the EPNG senior debt securities outstanding under the EPNG indenture to be secured equally and ratably with, or prior to, the new debt so long as the new debt is so secured. This restriction does not prohibit EPNG from creating the following:

•  liens existing on the date of the EPNG indenture or created under an “after-acquired property” clause;

•  purchase price liens created within one year after purchase;

•  liens already existing on newly acquired property or assets;

•  liens already existing on the property or assets of a new restricted subsidiary;

•  liens already on property or assets when acquired by EPNG or a restricted subsidiary, or when EPNG or a restricted subsidiary acquires the owner of the property or asset;

•  liens securing construction or improvement incurred prior to or up to one year after completion;

•  liens on oil, gas, mineral and processing and other plant properties to secure costs associated with the properties and their exploration, development, maintenance or operation;

•  liens connected with EPNG’s conveyance (including conveyances by EPNG’s restricted subsidiaries) of a production payment relating to oil, gas, natural gas or other natural resources;

•  liens in favor of EPNG or EPNG’s restricted subsidiaries;

•  liens connected to the issuance of a tax-exempt debt to acquire or construct property or assets;

•  liens of a foreign restricted subsidiary to secure its debt;

•  permitted liens (as defined below);

•  liens upon additions, improvements, replacements, repairs, fixtures, appurtenances or component parts attaching to or required to be attached to property or assets under the terms of any mortgage, pledge agreement, security agreement or other similar instrument, creating a lien upon such property or assets permitted above; or

•  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 above, or of any debt which it secures; provided, that the principal amount of the debt secured shall not exceed the greater of the principal amount of debt secured at the time of such extension, renewal, refinancing, refunding or replacement and the original principal amount of debt secured (plus in each case the aggregate amount of premiums, other payments, costs and expenses required to be paid or incurred in connection with such extension, renewal, refinancing, refunding or replacement); and further provided, 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).

In addition, this limitation on liens does not apply to other liens, not otherwise excepted above, provided that the aggregate principal amount of all debt then outstanding secured by such other liens together with all net sale proceeds from sale-leaseback transactions (other than the permitted sale-leaseback transactions discussed below) does not exceed 15% of EPNG’s Consolidated Net Tangible Assets (as defined below).

Limitation on Sale-Leaseback Transactions.  The EPNG indenture also provides that EPNG will not, nor will EPNG permit any restricted subsidiary to, engage in a sale-leaseback transaction, unless:

•  such sale-leaseback transaction occurs within one year from the date of acquisition of the principal property subject thereto or the date of the completion of construction or commencement of full operations on such principal property, whichever is later;

•  the sale-leaseback transaction involves a lease for a period, including renewals, of not more than three years;

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•  EPNG or such restricted subsidiary would be entitled to incur debt secured by a lien on the principal property subject thereto in a principal amount equal to or exceeding the net sale proceeds from such sale-leaseback transaction without securing the EPNG senior debt securities; or

•  EPNG or such restricted subsidiary, within a one-year period after such sale-leaseback transaction, applies or causes to be applied an amount not less than the net sale proceeds from such sale-leaseback transaction to (A) the repayment, redemption or retirement of EPNG’s funded debt or funded debt of such restricted subsidiary, or (B) investment in another principal property.

In addition, this limitation on sale-leaseback transactions does not apply to other sale-leaseback transactions, not otherwise excepted above, provided that the net sale proceeds from such other sale-leaseback transactions together with the aggregate principal amount of outstanding debt secured by liens upon any principal property (other than that debt secured by liens excepted from the limitation on liens as discussed above) does not exceed 15% of EPNG’s Consolidated Net Tangible Assets (as defined below).

Definitions

The following are definitions of certain terms used in this summary description of the EPNG debt securities:

“Consolidated Net Tangible Assets” means, at any date of determination, the total amount of assets after deducting therefrom (1) 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 (2) the value (net of any applicable reserves) of all goodwill, trade names, trademarks, patents and other like intangible assets, all as set forth on the consolidated balance sheet of EPNG and EPNG’s consolidated subsidiaries for EPNG’s most recently completed fiscal quarter, prepared in accordance with generally accepted accounting principles.

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

“Permitted liens” means (1) liens upon rights-of-way for pipeline purposes; (2) 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; (3) the right reserved to, or vested in, any municipality or public authority by the terms of any right, power, franchise, grant, license, permit or by any provision of law, to purchase or recapture or to designate a purchaser of, any property; (4) liens of taxes and assessments which are (a) for the then current year, (b) not at the time delinquent, or (c) delinquent but the validity of which is being contested at the time by EPNG or any of EPNG’s subsidiaries in good faith; (5) liens of, or to secure performance of, leases; (6) any lien upon, or deposits of, any assets in favor of any surety company or clerk of court for the purpose of obtaining indemnity or stay of judicial proceedings; (7) any lien upon property or assets acquired or sold by EPNG or any of EPNG’s restricted subsidiaries resulting from the exercise of any rights arising out of defaults on receivables; (8) any lien incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance, temporary disability, social security, retiree health or similar laws or regulations or to secure obligations imposed by statute or governmental regulations; (9) any lien upon any property or assets in accordance with customary banking practice to secure any debt incurred by EPNG or any of EPNG’s restricted subsidiaries 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 (10) any lien in favor of the United States 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 (1) any pipeline assets owned by EPNG or any of EPNG’s subsidiaries, including any related facilities employed in the transportation, distribution or marketing of natural gas, that are located in the United States or Canada, and (2) any processing or manufacturing plant owned or leased by EPNG or any of EPNG’s subsidiaries that are located within the United States or Canada, except, in the case

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of either clause (1) or (2), any such assets or plant which, in the opinion of EPNG’s board of directors, is not material in relation to the activities of EPNG and EPNG’s subsidiaries as a whole.

“Restricted subsidiary” means any of EPNG’s subsidiaries owning or leasing any principal property.

“Sale-leaseback transaction” means the sale or transfer by EPNG or any of EPNG’s restricted subsidiaries of any principal property to a person (other than EPNG or a subsidiary) and the taking back by EPNG or any of EPNG’s restricted subsidiaries, as the case may be, of a lease of such principal property.

Global Securities

EPNG may issue one or more series of EPNG debt securities as permanent global debt securities deposited with a depositary. See “Description of El Paso Debt Securities — Global Securities.”

Payment and Transfer

Unless EPNG specifies otherwise in a prospectus supplement, EPNG will pay principal, interest and any premium on the EPNG debt securities, and they may be surrendered for payment or transferred, at the offices of the EPNG trustee. EPNG will make payment on registered securities by check mailed to the persons in whose names the EPNG debt securities are registered or by transfer to an account maintained by the registered holder on days specified in the EPNG indenture or any prospectus supplement. If EPNG makes debt securities payments in other forms, EPNG will specify the form and place in a prospectus supplement.

EPNG will maintain a corporate trust office of the EPNG trustee or another office or agency for the purpose of transferring or exchanging fully registered securities, without the payment of any service charge except for any tax or governmental charge.

Defeasance

EPNG will be discharged from its obligations on the EPNG debt securities at any time if EPNG deposits with the EPNG trustee sufficient cash or government securities to pay the principal, interest, any premium and any other sums due to the stated maturity date or a redemption date of the EPNG debt securities. If this happens, the holders of the EPNG debt securities will not be entitled to the benefits of the EPNG indenture except for registration of transfer and exchange of EPNG debt securities and replacement of lost, stolen or mutilated EPNG debt securities.

No Personal Liability of Incorporator, Stockholder, Officer or Director

No recourse under or upon any obligation, covenant or agreement of or contained in the EPNG indenture or of or contained in any EPNG debt securities, or for any claim based thereon or otherwise in respect thereof, or in any EPNG debt 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 EPNG or any successor Person, either directly or through EPNG or any successor person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise.

Governing Law

The EPNG indenture and the EPNG debt securities will be governed by and construed in accordance with the laws of the State of New York.

Notices

Notices to holders of the EPNG debt securities will be given by mail to the addresses of such holders as they appear in the security register. No periodic evidence is required to be furnished as to the absence of default or as to compliance with the terms of the EPNG indenture.

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DESCRIPTION OF SNG DEBT SECURITIES

The following description of the terms of the SNG debt securities sets forth general terms that may apply to the SNG debt securities. The particular terms of any SNG debt securities will be described in the prospectus supplement relating to those debt securities. The SNG debt securities will be SNG and SNIC’s direct, unsecured and unsubordinated general obligations.

SNG may issue debt securities in one or more series, and SNIC may be a co-issuer of one or more series of debt securities. SNIC was incorporated under the laws of the State of Delaware in October 2007, is wholly-owned by SNG, and has no material assets or any liabilities other than as a co-issuer of SNG debt securities. Its activities are limited to co-issuing debt securities and engaging in other activities incidental thereto.

The SNG debt securities will be issued under an indenture, dated as June 1, 1987, between SNG, SNIC and Wilmington Trust Company, as successor in interest to JPMorgan Chase Bank, which was successor by merger to Manufacturers Hanover Trust Company (“SNG trustee”) (as supplemented, the “SNG indenture”).

SNG and SNIC have not restated the SNG indenture in its entirety in this description. The SNG indenture is filed as an exhibit to the registration statement of which this prospectus is a part. Please read “Where You Can Find More Information.” You are urged to read the SNG indenture, because it, and not this description, controls your rights as holders of the SNG debt securities. The following description of the SNG indenture is not complete and is subject to, and qualified in its entirety by reference to, all the provisions in the SNG indenture.

General

The SNG debt securities will be SNG and SNIC’s direct, unsecured obligations and will rank equally with all of SNG and SNIC’s other senior and unsubordinated debt.

A prospectus supplement and a supplemental indenture relating to any series of SNG debt securities being offered will include specific terms relating to the offered SNG debt securities. These terms will include some or all of the following:

•  the title of the SNG debt securities ;

•  any limit upon the aggregate principal amount of the SNG debt securities which may be authenticated and delivered under the SNG indenture;

•  the date or dates on which the principal of and premium, if any, on the SNG debt securities is payable;

•  the person to whom any interest on any SNG debt securities shall be payable if other than provided in the SNG indenture, the rate or rates (which may be fixed or variable). or the method by which such rate or rates shall be determined, at which the SNG debt securities shall bear interest, if any, the date or dates from which such interest shall accrue, or the method by which such date or dates shall be determined, the interest payment dates on which such interest shall be payable and the record dates for the determination of holders to whom interest is payable;

•  the place or places where the principal of, and premium, if any, and any interest on SNG debt securities shall be payable:

•  the price or prices at which, the period or periods within which and the terms and conditions upon which SNG debt securities may be redeemed, in whole or in part, at the option of SNG, pursuant to any sinking fund or otherwise:

•  the obligation, if any, of SNG to redeem, purchase or repay SNG debt securities pursuant to any sinking fund or analogous to provisions or at the option of a holder thereof and the price or prices at which and the period or periods within which and the terms and conditions upon which SNG debt securities shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation:

•  if other than denominations of $1,000 and any integral thereof, the denominations in which SNG debt securities shall be issuable;

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•  if other than the principal amount thereof, the portion of the principal amount of SNG debt securities which shall be payable upon declaration of acceleration of the maturity thereof pursuant to the SNG indenture or provable in bankruptcy pursuant to the SNG indenture;

•  if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the principal of and premium, if any, and interest on the SNG debt securities shall be payable;

•  if the amount of payments of principal of and premium, if any, or interest on the SNG debt securities may be determined with reference to an index, the manner in which such amounts shall be determined:

•  the application, if any, of either or both defeasance and covenant defeasance pursuant to the SNG indenture to the SNG debt securities;

•  any Events of Default (described below) with respect to SNG debt securities, if not set forth in the SNG indenture;

•  any other covenant or warranty included for the benefit of a series of SNG debt securities in addition to (and not inconsistent with) those included in the SNG indenture for the benefit of all SNG debt securities, or any other covenant or warranty included for the benefit of a series of SNG debt securities in lieu of any covenant or warranty included in the SNG indenture for the benefit of all SNG debt securities, or any provision that any covenant or warranty included in the SNG indenture for the benefit of all SNG debt securities shall not be for the benefit of a series of SNG debt securities, or any combination of such covenants, warranties or provisions;

•  whether the SNG debt securities are to be issuable in whole or in part in permanent global form, without coupons, and if so, (i) the circumstances under which beneficial owners of interests in such permanent global security or securities may exchange such interests for SNG debt securities and of like interest rate and maturity and principal amount in definitive registered form and authorized denominations, if other than as set forth in the SNG indenture, and (ii) the depositary with respect to the SNG debt securities; and

•  any other terms of the series.

The SNG indenture does not limit the amount of SNG debt securities that may be issued. The SNG indenture allows SNG debt securities to be issued up to the principal amount that SNG may authorize and may be in any currency or currency unit SNG designates.

SNG debt securities of a series may be issued in registered form without coupons or permanent global form without coupons.

Denominations

The SNG debt securities will be issued in registered form in denominations of $1,000 each or integral multiples thereof.

Consolidation, Merger or Sale

Nothing in the SNG indenture prohibits SNG’s consolidation or merger with or into any other corporation, or the sale or conveyance of substantially all of SNG’s properties to any other person (including any subsidiary), without the consent of the holders of the SNG debt securities, provided that the successor assumes all of SNG’s obligations under the SNG indenture and the SNG debt securities and SNG meets certain other conditions.

Modification of SNG Indenture

Except for some modifications and amendments that are not adverse to holders of outstanding SNG debt securities, SNG and the SNG trustee may modify and amend the SNG indenture only with the consent of the holders of a majority in aggregate principal amount of the outstanding SNG debt securities of each series

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issued under the SNG indenture which is affected by the modification or amendment, provided that no modification or amendment may: (1) change the stated maturity date of the principal of, or any interest on, any SNG debt security, reduce the principal amount of, or the interest or premium, if any, on any SNG debt security (including in the case of a discounted SNG debt security the amount payable upon acceleration of the maturity thereof or provable in bankruptcy), change the currency of payment of principal of or interest, or premium, if any, on any SNG debt security, or impair the right to institute suit for the enforcement of any payment of the principal of, and premium, if any, and interest on any SNG debt security, without the consent of the holder of the SNG debt security; or (2) reduce the percentage of SNG debt securities that are required to consent to modify or amend the SNG indenture without the consent of the holders of all affected securities.

Events of Default

“Event of default” when used in the SNG indenture, means any of the following with respect to the SNG debt securities:

•  default in the payment of any installment of interest on the SNG debt securities when due, continued for 30 days;

•  default in the payment of principal or premium, if any, on the SNG debt securities when due;

•  default in the payment or satisfaction of any sinking fund obligation with respect to the SNG debt securities when due;

•  failure to observe or perform any other covenant for 90 days, or 30 days in certain cases, after notice by the SNG trustee or by the holders of 25% in principal amount of the outstanding SNG debt securities;

•  certain events of default on other funded indebtedness of SNG or SNG’s restricted subsidiaries; or

•  certain events of bankruptcy, insolvency or reorganization with respect to SNG or SNG’s restricted subsidiaries.

An event of default with respect to a particular series of SNG debt securities issued under the SNG indenture will not necessarily be an event of default with respect to any other series of SNG debt securities issued thereunder. In case an event of default shall occur and be continuing with respect to any series of SNG debt securities, the SNG trustee or the holders of not less than 25% in aggregate principal amount of the SNG debt securities of the series then outstanding may declare the principal (or, if the SNG debt securities of such series are discounted SNG debt securities, the portion of the principal as may be specified in the terms of that series) of such series and the interest accrued thereon to be due and payable immediately.

The holders of a majority in aggregate principal amount of the outstanding SNG debt securities of any series may waive any default resulting in acceleration of maturity of the SNG debt securities of such series but only if all defaults with respect to such series have been remedied and all payments due (other than by acceleration) with respect to such series have been made. Prior to acceleration of maturity of a particular series of SNG debt securities, the holders of a majority in aggregate principal amount of the outstanding SNG debt securities of such series may on behalf of the holders of all SNG debt securities of such series waive any past default under the SNG indenture and its consequences, except a default in the payment of interest or premium, if any, on or the principal of any of the SNG debt securities of such series.

Covenants

Under the SNG indenture, SNG will:

•  pay the principal of, and interest and any premium on, the SNG debt securities when due;

•  maintain an office or agency in each place of payment;

•  deliver a report to the SNG trustee at the end of each fiscal year reviewing SNG’s obligations under the SNG indenture;

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•  file with the SNG trustee copies of the annual reports and of the information, documents and other reports which SNG may be required to file with the SEC; and

•  deposit sufficient funds with any paying agent (or if SNG is acting as its own paying agent, set aside, segregate and hold in trust sufficient funds) on or before the due date for any principal, interest or premium.

Limitation on Liens.  The SNG indenture provides that SNG will not, nor will SNG permit its restricted subsidiaries (as defined below) to, create, assume, incur or suffer to exist any lien upon any properties or assets, real, personal or mixed, whether owned on the date of the SNG indenture or thereafter acquired, to secure any of SNG’s debt or any other person (other than the senior debt securities issued under the SNG indenture), without causing all of the SNG debt securities outstanding under the SNG indenture to be secured equally and ratably with, or prior to, the new debt so long as the new debt is so secured. This restriction does not prohibit SNG from creating the following:

•  purchase money mortgages and preexisting mortgages (whether or not assumed) on acquired property;

•  liens on property acquired or constructed by SNG or a restricted subsidiary and created within one year after the later of the completion of the acquisition or construction or the commencement of operation of the project;

•  liens of SNG’s restricted subsidiaries outstanding at the time they become restricted subsidiaries;

•  liens created by SNG or SNG’s restricted subsidiaries to secure funded indebtedness of SNG’s or any restricted subsidiary which in the aggregate does not exceed 15% of SNG’s “consolidated net tangible assets,” as defined in the SNG indenture;

•  liens on certain equipment, inventory and contract rights;

•  any lien on coal, geothermal resources, natural gas, liquefied natural gas or synthetic fuel owned by SNG or any restricted subsidiary;

•  liens securing short-term indebtedness;

•  various public, governmental grantors’ liens and encumbrances;

•  liens arising in connection with production payments, reserved interests and other similar transactions;

•  leases and easements; and

•  various other liens.

The holders of a majority in principal amount of the outstanding SNG debt securities of any series may waive compliance by SNG with this covenant with respect to that series of SNG debt securities.

“Restricted subsidiary” means an operating subsidiary, substantially all of the business of which is carried on, in the continental United States, the primary business of which consists of exploration for, or purchase, development, storage, conservation, processing, production or transmission of, natural gas, oil or other hydrocarbons or reserves thereof, and all of the shares of capital stock of which at the time outstanding are owned by SNG or other restricted subsidiaries; provided, that once an operating subsidiary has become a restricted subsidiary, it remains a restricted subsidiary so long as at least a majority of the outstanding shares of its capital stock having ordinary voting rights is so owned.

Defeasance and Covenant Defeasance

The SNG indenture provides that SNG may elect either or both (1) to be discharged from any and all obligations with respect to the SNG debt securities, or “defeasance,” (except for the obligations to register the transfer or exchange of the outstanding SNG debt securities, to replace temporary or mutilated, destroyed, lost or stolen outstanding SNG debt securities, to maintain an office or agency in respect of any outstanding SNG debt securities and to hold moneys for payment in trust) or (2) to be released from SNG’s obligations described above under “— Covenants — Limitation on Liens” with respect to those notes, or “covenant

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defeasance,” and any omission to comply with those obligations will not constitute an event of default with respect to the notes, upon the irrevocable deposit with the SNG trustee of funds which, through the payment of principal and interest in accordance with their terms, will provide money in an amount sufficient to pay the principal of and premium, if any, and interest on the notes, and any mandatory sinking fund or analogous payments on them, on the scheduled due dates.

In the event SNG should elect covenant defeasance with respect to any SNG debt securities, and such SNG debt securities are declared due and payable because an event of default occurs (other than the event of default described above in the fourth bullet point under “— Events of Default”), the amount of funds on deposit with the SNG trustee will be sufficient to pay amounts due on such SNG debt securities at the time of their stated maturity, but may not be sufficient to pay amounts due on such SNG debt securities when payments of principal, premium, if any, and interest are accelerated due the event of default. However, SNG will remain liable for those payments.

Methods of Receiving Payments on the SNG Debt Securities

SNG will make all payments of principal of, premium, if any, and interest and additional interest, if any, on the SNG debt securities in accordance with wire transfer instructions provided to SNG by holders of SNG debt securities. All other payments on the SNG debt securities will be made at the office or agency of the paying agent and registrar within the City and State of New York unless SNG elects to make interest payments by check mailed to the holders at their address set forth in the security register.

Global Securities

SNG may issue one or more series of SNG debt securities as permanent global debt securities deposited with a depositary. See “Description of El Paso Debt Securities — Global Securities.”

Governing Law

The SNG indenture and the SNG debt securities will be governed by and construed in accordance with the laws of the State of New York.

No Personal Liability of Partners, Officers, Directors, Employees or Stockholders

No general partner of SNG shall be liable for any of the obligations of SNG or SNIC under the SNG indenture or the SNG debt securities. No director, officer, employee, stockholder, member, manager, limited partner or other holder of the equity securities, as such, of SNG, SNIC, any general partner of SNG or any affiliates of any such person will have any personal liability in respect of SNG’s or SNIC’s obligations under the SNG indenture or the SNG debt securities by reason of his, her or its status as such.

Notices

Notices to holders of the SNG debt securities will be given by mail to the addresses of such holders as they appear in the security register. No periodic evidence is required to be furnished as to the absence of default or as to compliance with the terms of the SNG indenture.

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DESCRIPTION OF TGP DEBT SECURITIES

The following description of the terms of the TGP debt securities sets forth general terms that may apply to the TGP debt securities. The particular terms of any TGP debt securities will be described in the prospectus supplement relating to those debt securities. The TGP debt securities will be TGP’s direct, unsecured and unsubordinated general obligations.

The TGP debt securities will be issued under an indenture, dated as March 4, 1997 between TGP and Wilmington Trust Company (as successor to JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank)), as indenture trustee (“TGP trustee”) (as so supplemented, the “TGP indenture”).

TGP has not restated the TGP indenture in its entirety in this description. The TGP indenture is filed as an exhibit to the registration statement of which this prospectus is a part. Please read “Where You Can Find More Information.” You are urged to read the TGP indenture, because it, and not this description, controls your rights as holders of the TGP debt securities. The following description of the TGP indenture is not complete and is subject to, and qualified in its entirety by reference to, all the provisions in the TGP indenture. Certain capitalized terms used in this summary description are defined below under “ — Definitions.”

General

The TGP debt securities will be TGP’s direct, unsecured obligations and will rank equally with all of TGP’s other senior and unsubordinated debt.

A prospectus supplement and a supplemental indenture relating to any series of TGP debt securities being offered will include specific terms relating to the offered TGP debt securities. These terms will include some or all of the following:

•  the title of the TGP debt securities;

•  any limit upon the aggregate principal amount of the TGP debt securities which may be authenticated and delivered under the TGP indenture;

•  the person to whom any interest on a TGP debt securities shall be payable, if other than the person in whose name that security (or one or more predecessor securities) is registered at the close of business on the regular record date for such interest;

•  the date or dates on which the principal of the TGP debt securities is payable or the method of determination thereof;

•  the rate or rates at which the TGP debt securities shall bear interest, if any, or the method of determination thereof, the date or dates from which such interest shall accrue, or the method of determination thereof, the interest payment dates and record dates;

•  the place or places where the principal of and any premium and interest on TGP debt securities shall be payable, TGP debt securities may be surrendered for registration of transfer, TGP debt securities may be surrendered for exchange and notices, and demands to or upon TGP in respect of the TGP debt securities and the TGP indenture may be served;

•  the period or periods within which, the price or prices at which and the terms and conditions upon which TGP debt securities may be redeemed;

•  the obligation, if any, of TGP to redeem or purchase TGP debt securities pursuant to any sinking fund or analogous provisions or upon the happening of a specified event or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which TGP debt securities shall be redeemed or purchased;

•  the denominations in which TGP debt securities shall be issuable;

•  the currency, currencies or currency units in which payment of the principal of and any premium and interest on any TGP debt securities shall be payable if other than the currency of the United States of

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America and the manner of determining the equivalent thereof in the currency of the United States of America;

•  if the amount of payments of principal of or any premium or interest on any TGP debt securities may be determined with reference to an index, the manner in which such amounts shall be determined;

•  if the principal of or any premium or interest on any TGP debt securities is to be payable, at the election of TGP or a holder thereof, in one or more currencies or currency units other than that or those in which the TGP debt securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on TGP debt securities as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;

•  if other than the principal amount thereof, the portion of the principal amount of TGP debt securities which shall be payable upon declaration of acceleration of the maturity thereof or the method of determination thereof;

•  if and as applicable, that the TGP debt securities shall be issuable in whole or in part in the form of one or more global securities and, in such case, the depositary or depositaries for such global security or global securities and any circumstances other than those set forth in the TGP indenture in which any such global security may be transferred to, and registered and exchanged for TGP debt securities registered in the name of, a person other than the depositary for such global security or a nominee thereof and in which any such transfer may be registered;

•  any deletions from, modifications of or additions to the Events of Default (described below) or the covenants of TGP pertaining to the TGP debt securities;

•  the means of defeasance or covenant defeasance as may be specified for the TGP debt securities if other than as set forth in the TGP indenture;

•  the identity of the security registrar and any paying agent; and

•  any other terms of the TGP debt securities.

The TGP indenture does not limit the amount of TGP debt securities that may be issued. The TGP indenture allows TGP debt securities to be issued up to the principal amount that TGP may authorize and may be in any currency or currency unit TGP designates.

TGP debt securities of a series may be issued in registered form without coupons or global form.

Denominations

The TGP debt securities will be issued in registered form without coupons in denominations of $1,000 and integral multiples of $1,000.

Consolidation, Merger or Sale

Under the TGP indenture, TGP may not consolidate with or merge into any other person or entity or sell, lease or transfer all or substantially all of TGP’s properties and assets to any other person or entity unless:

•  in the case of a merger, TGP is the surviving entity, or the entity formed by the consolidation or into which TGP is merged expressly assumes, by execution and delivery to the TGP trustee of a supplemental indenture, the due and punctual payment of the principal, any premium and interest on the TGP debt securities and the performance or observance of every covenant and condition in the TGP indenture on the part of TGP to be performed or observed;

•  in the case of the sale, lease or transfer of all or substantially all of TGP’s properties and assets, the person or entity which acquires TGP’s properties and assets expressly assumes, by execution and delivery to the TGP trustee of a supplemental indenture, the due and punctual payment of the principal,

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any premium and interest on the TGP debt securities and the performance of every covenant and condition in the TGP indenture;

•  immediately after giving effect to the transaction, no default or event of default under the TGP indenture exists; and

•  TGP has delivered to the TGP trustee an officer’s certificate and an opinion of counsel each stating that the consolidation, merger, sale, transfer or lease and the supplemental indenture required in connection with the transaction comply with the terms of the TGP indenture and that TGP has complied with all conditions precedent.

After any consolidation or merger or any sale, lease or transfer of TGP’s properties and assets, the successor person or entity formed by such consolidation or into which TGP is merged or to which such sale, lease or transfer is made shall succeed to and be substituted for TGP under the TGP indenture as if the successor person or entity had been originally named in the TGP indenture and may exercise every one of TGP’s rights and powers under the TGP indenture. Thereafter, except in the case of a lease, TGP shall be relieved of all obligations and covenants under the TGP indenture and the TGP debt securities.

The TGP indenture imposes no restriction on the jurisdiction of organization of the entity that will assume TGP’s obligations under the TGP indenture after consolidation, merger or sale. If the surviving entity assuming TGP’s obligations under the TGP indenture were to be organized under the laws of a non-U.S. jurisdiction, holders of the TGP debt securities may be subject to withholding taxes imposed by the non-U.S. jurisdiction. Under the TGP indenture, the surviving entity is also not required to be a corporation.

Modification of TGP Indenture

At any time and from time to time, without the consent of the holders of the TGP debt securities, TGP and the TGP trustee may modify the TGP indenture and enter into one or more supplemental indentures for any of the following purposes:

•  to secure the TGP debt securities;

•  to evidence the succession of another person or entity under the TGP indenture and the assumption by the succeeding person or entity of TGP’s covenants and TGP’s debt securities;

•  to add to TGP’s covenants or events of default for the benefit of the holders of the TGP debt securities or to surrender any of TGP’s rights and powers under the TGP indenture;

•  to add to, change or eliminate any of the provisions of the TGP indenture provided there is no outstanding security entitled to the benefit of such provision;

•  to establish the general forms and terms of securities of any series as permitted under the TGP indenture;

•  to cure any ambiguity, to correct or supplement any provision which may be inconsistent with any other provision; to comply with any applicable mandatory provisions of law, provided that any such actions shall not materially adversely affect the interest of the holders of the TGP debt securities;

•  to evidence and provide for the acceptance of the appointment of a successor trustee and to add to or change any provisions necessary to provide for or facilitate the administration of the trusts by more than one trustee; and

•  to modify, eliminate or add to the provisions of the TGP indenture to the extent necessary to comply with the Trust Indenture Act.

With the consent of the holders of a majority in aggregate principal amount of the outstanding debt securities of each series issued under the TGP indenture affected by the amendments (voting as one class), TGP and the TGP trustee may add, change or eliminate any provision of the TGP indenture or modify in any

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manner the rights of the holders of the TGP debt securities; provided, however, TGP and the TGP trustee may not, without the consent of each holder of the TGP debt securities:

•  change the stated maturity of the principal of, or any installment of principal of or interest, if any, on, the outstanding TGP debt securities, or reduce the principal amount of, the premium, if any, on or the rate of interest on the outstanding TGP debt securities;

•  reduce the percentage in principal amount of the debt securities required to consent to any supplemental TGP indenture or waive compliance with the TGP indenture or waive defaults under it;

•  change TGP’s obligation to maintain an office or agency as specified in the TGP indenture; or

•  modify any provisions of the TGP indenture governing modifications, waiver of past defaults and waiver of certain covenants, except to increase any percentages required under such provisions or to provide that other provisions of the TGP indenture cannot be modified without the consent of each holder of the TGP debt securities.

Events of Default

“Event of Default” when used in the TGP indenture, means any of the following with respect to the TGP debt securities:

(1) failure to pay the principal of or any premium on any of the TGP debt securities when due;

(2) failure to pay interest on any TGP debt securities when it becomes due and payable and continuance of such default for a period of 30 days;

(3) failure to perform, or breach, of any other term, covenant or warranty in the TGP indenture applicable to the TGP debt securities that continues for a period of 60 days after being given written notice;

(4) if TGP commence a voluntary case in bankruptcy, consent to the entry of any order of relief against TGP in an involuntary bankruptcy case, consent to the appointment of a custodian over TGP or all or substantially all of TGP’s assets or make a general assignment for the benefit of creditors; or

(5) if a court of competent jurisdiction enters a bankruptcy order either for relief against TGP in an involuntary case, or appointing a custodian over TGP or all or substantially all of TGP’s assets, or ordering TGP’s liquidation; and the order or decree remains unstayed and in effect for 90 days.

The TGP indenture provides that if an Event of Default described in clauses (1), (2) or (3) above shall have occurred and be continuing, either the TGP trustee or the holders of not less than 25% in principal amount of all affected debt securities then outstanding (voting as a single class) may declare the entire principal amount of the outstanding TGP debt securities to be due and payable immediately upon giving written notice as provided in the TGP indenture. In addition, if an Event of Default described in clauses (4) or (5) above shall have occurred and be continuing, either the TGP trustee or holders of not less than 25% in principal amount of all debt securities issued under the TGP indenture then outstanding (voting as a single class) may declare the entire principal amount of all debt securities then outstanding to be due and payable immediately upon giving written notice as provided in the TGP indenture. The TGP indenture provides that the holders of a majority in principal amount of debt securities of all affected series then outstanding (voting as a single class) may rescind and annul such declaration and its consequences under certain circumstances.

The holders of a majority in aggregate principal amount of all affected debt securities then outstanding (voting as a single class) may waive past defaults under the TGP indenture with respect to all such debt securities and their consequences (except a continuing default in the payment of principal of or premium, if any, or interest on any debt security or a default in respect of any covenant or provision of the TGP indenture which cannot be modified or amended by a supplemental indenture without the consent of the holder of each outstanding debt security affected thereby).

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The TGP trustee is not obligated to exercise any of its rights or powers under the TGP indenture at the request, order or direction of any holders, unless the holders offer the TGP trustee reasonable indemnity. If they provide this reasonable indemnification and if the terms of the TGP indenture are otherwise complied with, the holders of a majority in principal amount of the outstanding TGP debt securities may direct the time, method and place of conducting any proceeding or any remedy available to the TGP trustee, or exercising any power conferred upon the TGP trustee, for the TGP debt securities.

Covenants

General.  Under the TGP indenture, TGP will:

•  pay the principal of, and interest and any premium on, the TGP debt securities when due;

•  maintain a place of payment;

•  deliver a report to the TGP trustee at the end of each fiscal year reviewing TGP’s obligations under the TGP indenture; and

•  deposit sufficient funds with any paying agent on or before the due date for any principal, interest or premium.

Limitation on Liens.  The TGP indenture provides that TGP will not, nor will TGP permit any of TGP’s restricted subsidiaries to, create, assume, incur or suffer to exist any lien upon any Principal Property, whether owned or leased on the date of the TGP indenture or thereafter acquired, to secure any of TGP’s debt or of any other person (other than the debt securities issued under the TGP indenture), without causing all of the debt securities outstanding under the TGP indenture to be secured equally and ratably with, or prior to, the new debt so long as the new debt is so secured. This restriction does not prohibit TGP from creating the following:

(i) any lien upon any property or assets of TGP’s or any restricted subsidiary in existence on the date of the TGP indenture or created pursuant to an “after-acquired property” clause or similar term in existence on the date of the TGP indenture or any mortgage, pledge agreement, security agreement or other similar instrument in existence on the date of the TGP indenture;

(ii) any lien upon any property or assets created at the time of acquisition of such property or assets by TGP or any restricted subsidiary or within one year after such time to secure all or a portion of the purchase price for such property or assets or debt incurred to finance such purchase price, whether such debt was incurred prior to, at the time of or within one year of such acquisition;

(iii) any lien upon any property or assets existing thereon at the time of the acquisition thereof by TGP or any restricted subsidiary (whether or not the obligations secured thereby are assumed by TGP or any restricted subsidiary);

(iv) any lien upon any property or assets of a Person existing thereon at the time such person becomes a restricted subsidiary by acquisition, merger or otherwise;

(v) the assumption by TGP or any restricted subsidiary of obligations secured by any lien existing at the time of the acquisition by TGP or any restricted subsidiary of the property or assets subject to such lien or at the time of the acquisition of the person which owns such property or assets;

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

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

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(viii) any lien arising from or in connection with a conveyance by TGP or any restricted subsidiary of any production payment with respect to oil, gas, natural gas, carbon dioxide, sulphur, helium, coal, metals, minerals, steam, timber or other natural resources;

(ix) any lien in favor of TGP or any restricted subsidiary;

(x) any lien created or assumed by TGP 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 TGP or any subsidiary;

(xi) any lien upon property or assets of any foreign restricted subsidiary to secure debt of that foreign restricted subsidiary;

(xii) Permitted Liens (as defined below);

(xiii) 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 TGP or by a subsidiary or Restricted Affiliate (as defined below) of TGP’s, provided that such program is on terms customary for similar transactions, or any document executed by any subsidiary or Restricted Affiliate 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;

(xiv) any lien on Margin Stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System);

(xv) 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 (xiv), inclusive, above; or

(xvi) 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 (xv), inclusive, 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 required to be paid or incurred in connection with such extension, renewal, refinancing, refunding or replacement); provided further, however, that such extension, renewal, refinancing, refunding or replacement shall be limited to all or a part of the property (including improvements, alterations and repairs on such property) subject to the encumbrance so extended, renewed, refinanced, refunded or replaced (plus improvements, alterations and repairs on such property).

Notwithstanding the foregoing, under the TGP indenture, TGP 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 TGP’s or any person (other than the debt securities) that is not excepted by clauses (i) through (xvi), inclusive, above without securing the debt securities issued under the TGP indenture, 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 (as defined below) (excluding Sale-Leaseback Transactions permitted by clauses (i) through (iv), inclusive, of the first paragraph of the restriction on sale-leasebacks covenant described below) does not exceed 15% of Consolidated Net Tangible Assets (as defined below).

Limitation on Sale-Leaseback Transactions.  The TGP indenture provides that TGP will not, nor will it permit any of TGP’s restricted subsidiary to, engage in a Sale-Leaseback Transaction, unless: (i) such Sale-Leaseback Transaction occurs within one year from the date of acquisition of the Principal Property subject thereto or the date of the completion of construction or commencement of full operations on such Principal

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Property, whichever is later; (ii) the Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; (iii) TGP or such restricted subsidiary would be entitled to incur debt secured by a lien on the Principal Property subject thereto in a principal amount equal to or exceeding the net sale proceeds from such Sale-Leaseback Transaction without securing the debt securities; or (iv) TGP or such restricted subsidiary, within a one-year period after such Sale-Leaseback Transaction, applies or causes to be applied an amount not less than the net sale proceeds from such Sale-Leaseback Transaction to (A) the repayment, redemption or retirement of Funded Debt (as defined below) of TGP’s or any subsidiary, or (B) investment in another Principal Property.

Notwithstanding the foregoing, under the TGP indenture, TGP may, and may permit any restricted subsidiary to, effect any Sale-Leaseback Transaction that is not excepted by clauses (i) through (iv), inclusive, of the above paragraph, provided that the net sale proceeds from such Sale-Leaseback Transaction, together with the aggregate principal amount of outstanding debt (other than the debt securities issued under the TGP indenture) secured by liens upon Principal Properties not excepted by clauses (i) through (xvi), inclusive, of the first paragraph of the limitation on liens covenant described above, do not exceed 15% of the Consolidated Net Tangible Assets.

Definitions

The following are definitions of certain terms used in this summary description of the TGP debt securities:

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

“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.

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

“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.

“Permitted Liens” means: (i) liens upon rights-of-way for pipeline purposes; (ii) any governmental lien, mechanics’, materialmen’s, carriers’ or similar lien incurred in the ordinary course of business which is not yet due or which is being contested in good faith by appropriate proceedings and any undetermined lien which is incidental to construction; (iii) the right reserved to, or vested in, any municipality or public authority by the terms of any right, power, franchise, grant, license, permit or by any provision of law, to purchase or recapture or to designate a purchaser of, any property; (iv) liens of taxes and assessments which are (A) for the then current year, (B) not at the time delinquent, or (C) delinquent but the validity of which is being contested at the time by TGP or any subsidiary in good faith; (v) liens of, or to secure performance of, leases; (vi) any lien upon, or deposits of, any assets in favor of any surety company or clerk of court for the purpose of obtaining indemnity or stay of judicial proceedings; (vii) any lien upon property or assets acquired or sold by TGP 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

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in accordance with customary banking practice to secure any debt incurred by TGP or any restricted subsidiary in connection with the exporting of goods to, or between, or the marketing of goods in, or the importing of goods from, foreign countries; or (x) any lien in favor of the United States of America or any state thereof, or any other country, or any political subdivision of any of the foregoing, to secure partial, progress, advance or other payments pursuant to any contract or statute, or any lien securing industrial development, pollution control or similar revenue bonds.

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

“Principal Property” means (a) any pipeline assets of TGP’s or any subsidiary, including any related facilities employed in the transportation, distribution or marketing of natural gas, that are located in the United States or Canada, and (b) any processing or manufacturing plant owned or leased by TGP or any subsidiary of TGP’s that is located within the United States or Canada, except, in the case of either clause (a) or (b), any such assets or plant which, in the opinion of TGP’s board of directors, is not material in relation to the activities of the Company and TGP’s subsidiaries as a whole.

“Restricted Affiliate” means any affiliate of TGP’s (other than a subsidiary) designated by TGP as a “Restricted Affiliate” by written notice to the TGP trustee; provided, however, that such affiliate shall not become a Restricted Affiliate until such time that (a) such affiliate executes a guaranty (in form and substance reasonably satisfactory to the TGP trustee) in favor of the TGP trustee, for the ratable benefit of the holders, guaranteeing the prompt and complete payment by TGP when due (whether at the stated maturity, by acceleration or otherwise) of the debt securities, and (b) the TGP trustee receives an opinion of counsel reasonably acceptable to the TGP trustee, which shall be in form and substance satisfactory to the TGP trustee; provided further, however, that after such time as such affiliate becomes a Restricted Affiliate, TGP may thereafter terminate the designation of such affiliate as a Restricted Affiliate by written notice to the TGP trustee at which time the aforementioned guaranty of such affiliate shall also terminate.

“Restricted Subsidiary” means any subsidiary of TGP’s owning or leasing any Principal Property.

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

Defeasance

TGP will be discharged from TGP’s obligations on the TGP debt securities at any time if TGP pursuant to the TGP indenture (i) deposits with the TGP trustee sufficient cash or government securities to pay the principal, interest, any premium and any other sums due to the stated maturity date or a redemption date of the TGP debt securities outstanding under the TGP indenture and (ii) deliver to the TGP trustee the required certificate and opinions relating to such satisfaction and discharge. If this happens, and no default or Event of Default shall be continuing, the holders of the TGP debt securities outstanding under the TGP indenture will not be entitled to the benefits of the TGP indenture except for registration of transfer and exchange of TGP debt securities outstanding under the TGP indenture and replacement of lost, stolen or mutilated TGP debt securities outstanding under the TGP indenture.

Methods of Receiving Payments on the TGP Debt Securities

If a holder has given wire transfer instructions to TGP, TGP will make all payments of principal of, premium, if any, and interest on the TGP debt securities in accordance with those instructions. All other payments on the TGP debt securities will be made at the office or agency of the paying agent and registrar within the City and State of New York unless TGP elects to make interest payments by check mailed to the holders at their address set forth in the security register.

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Governing Law

The TGP indenture is, and the TGP debt securities offered hereby will be, governed by and construed in accordance with the laws of the State of New York.

Notices

Notices to holders of the TGP debt securities will be given by mail to the addresses of such holders as they appear in the security register. No periodic evidence is required to be furnished to holders as to the absence of default or as to compliance with the terms of the TGP indenture.

No Personal Liability of Officers, Directors, Employees or Stockholders

No director, officer, employee or stockholder, as such, of TGP or any of TGP’s affiliates will have any personal liability in respect of TGP’s obligations under the TGP indenture or the TGP debt securities by reason of his, her or its status as such.

Concerning the TGP Trustee

The TGP indenture provides that, except during the continuance of an Event of Default, the TGP trustee will perform only such duties as are specifically set forth in the TGP indenture. If an Event of Default has occurred and is continuing, the TGP trustee will use the same degree of care and skill in its exercise of the rights and powers vested in it by the TGP indenture as a prudent person would exercise under the circumstances in the conduct of such person’s own affairs.

The TGP indenture contains limitations on the rights of the TGP trustee, should it become a creditor of TGP’s, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of such claims, as security or otherwise. The TGP trustee is permitted to engage in other transactions; provided, however, that if it acquires any conflicting interest, it must eliminate such conflict or resign.

Wilmington Trust Company (as successor to JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank)) is the TGP trustee under the TGP indenture. In the ordinary course of business, Wilmington Trust Company or its affiliates have provided and may in the future continue to provide trust services and other financial services to TGP and TGP’s subsidiaries, El Paso and other affiliates of El Paso for which they have received and will receive compensation. The TGP trustee makes no representation or warranty, express or implied, as to the accuracy or completeness of any information contained or incorporated by reference in this offering memorandum, except for such information that specifically pertains to the TGP trustee.

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PLAN OF DISTRIBUTION

We may sell our securities through agents, underwriters or dealers, or directly to purchasers, or through a combination of any of these methods of sale.

We may designate agents to solicit offers to purchase our securities.

•  We will name any agent involved in offering or selling our securities, and disclose any commissions that we will pay to the agent, in our prospectus supplement.

•  Unless we indicate otherwise in our prospectus supplement, our agents will act on a best efforts basis for the period of their appointment.

•  Our agents may be deemed to be underwriters under the Securities Act of 1933, as amended, of any of our securities that they offer or sell.

We may use one or more underwriters in the offer or sale of our securities.

•  If we use an underwriter, we will execute an underwriting agreement with the underwriter(s) at the time that we reach an agreement for the sale of our securities.

•  We will include the names of the managing underwriter(s), as well as any other underwriters, and the terms of the transaction, including the compensation the underwriters and dealers will receive, in our prospectus supplement.

•  The underwriters will use our prospectus supplement to sell our securities.

We may use a dealer to sell our securities.

•  If we use a dealer, we, as principal, will sell our securities to the dealer.

•  The dealer will then sell our securities to the public at varying prices that the dealer will determine at the time it sells our securities.

•  We will include the name of the dealer and the terms of our transactions with the dealer in our prospectus supplement.

We may directly solicit offers to purchase our securities, and we may directly sell our securities to institutional or other investors. We will describe the terms of our direct sales in our prospectus supplement.

El Paso may engage in at the market offerings only of El Paso’s common stock. An “at the market” offering is an offering of El Paso’s common stock at other than a fixed price into an existing trading market for the common stock. Any underwriter that El Paso engages for an “at the market” offering and additional details of El Paso’s arrangement with the underwriter, including commissions or fees paid by El Paso and whether the underwriter is acting as principal or agent, would be described in the related prospectus supplement.

We may indemnify agents, underwriters, and dealers against certain liabilities, including liabilities under the Securities Act of 1933, as amended. Our agents, underwriters, and dealers, or their affiliates, may be customers of, engage in transactions with or perform services for us, in the ordinary course of business.

We may authorize our agents and underwriters to solicit offers by certain institutions to purchase our securities at the public offering price under delayed delivery contracts.

•  If we use delayed delivery contracts, we will disclose that we are using them in the prospectus supplement and will tell you when we will demand payment and delivery of the securities under the delayed delivery contracts.

•  These delayed delivery contracts will be subject only to the conditions that we set forth in the prospectus supplement.

•  We will indicate in our prospectus supplement the commission that underwriters and agents soliciting purchases of our securities under delayed delivery contracts will be entitled to receive.

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One or more firms, referred to as “remarketing firms,” may also offer or sell the securities, if the prospectus supplement so indicates, in connection with a remarketing arrangement upon their purchase. Remarketing firms will act as principals for their own accounts or as agents for us. These remarketing firms will offer or sell the securities in accordance with a redemption or repayment pursuant to the terms of the securities. The prospectus supplement will identify any remarketing firm and the terms of its agreement, if any, with us and will describe the remarketing firm’s compensation. Remarking firms may be deemed to be underwriters in connection with the securities they remarket. Remarketing firms may be entitled under agreements that may be entered into with us to indemnification by us against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended, and may be customers of, engage in transactions with or perform services for us in the ordinary course of business.

Other than El Paso common stock, all securities offered will be a new issue of securities with no established trading market. The securities may or may not be listed on a national securities exchange or a foreign securities exchange, except for the El Paso common stock which is currently listed and traded on the NYSE. Any El Paso common stock sold by this prospectus will be listed for trading on the NYSE subject to official notice of issuance. We cannot give you any assurance as to the liquidity of or the trading markets for any securities.

LEGAL MATTERS

The validity of the common stock, preferred stock, senior debt securities, purchase contracts, warrants and units will be passed upon for El Paso, CIG, CIIC, EPNG, SNG, SNIC and TGP by Bracewell & Giuliani LLP, Houston, Texas. If the securities are being distributed in an underwritten offering, the validity of the securities will be passed upon for the underwriters by counsel identified in the related prospectus supplement.

EXPERTS

The consolidated financial statements and schedule of El Paso Corporation as of December 31, 2008 and 2007 and for each of the three years in the period ended December 31, 2008 appearing in El Paso Corporation’s Annual Report (Form 10-K) for the year ended December 31, 2008, and the effectiveness of El Paso Corporation’s internal control over financial reporting as of December 31, 2008, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon included therein, and incorporated herein by reference. The report of Ernst & Young LLP on the consolidated financial statements and schedule of El Paso Corporation as of December 31, 2008 and 2007 and for each of the three years in the period ended December 31, 2008 is based in part on the reports of PricewaterhouseCoopers LLP, independent registered public accounting firm.

The consolidated financial statements and schedule of Colorado Interstate Gas Company as of December 31, 2008 and 2007 and for each of the three years in the period ended December 31, 2008 appearing in Colorado Interstate Gas Company’s Annual Report (Form 10-K) for the year ended December 31, 2008 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon included therein, and incorporated herein by reference.

The consolidated financial statements and schedule of El Paso Natural Gas Company as of December 31, 2008 and 2007 and for each of the three years in the period ended December 31, 2008 appearing in El Paso Natural Gas Company’s Annual Report (Form 10-K) for the year ended December 31, 2008 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon included therein, and incorporated herein by reference.

The consolidated financial statements and schedule of Southern Natural Gas Company as of December 31, 2008 and 2007 and for each of the three years in the period ended December 31, 2008 appearing in Southern Natural Gas Company’s Annual Report (Form 10-K) for the year ended December 31, 2008 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon included therein, and incorporated herein by reference. The report of Ernst & Young LLP on the consolidated financial statements and schedule of Southern Natural Gas Company for the years ended December 31, 2007

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and 2006 is based in part on the report of PricewaterhouseCoopers LLP, independent registered public accounting firm.

The consolidated financial statements of Citrus Corp. at December 31, 2007 and 2006 and for each of the three years in the period ended December 31, 2007 appearing in Southern Natural Gas Company’s Annual Report (Form 10-K) for the year ended December 31, 2008 have been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm, as set forth in their report thereon included therein, and incorporated herein by reference.

The consolidated financial statements and schedule of Tennessee Gas Pipeline Company as of December 31, 2008 and 2007 and for each of the three years in the period ended December 31, 2008 appearing in Tennessee Gas Pipeline Company’s Annual Report (Form 10-K) for the year ended December 31, 2008 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon included therein, and incorporated herein by reference.

The consolidated financial statements referred to above are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the reports of Ernst & Young LLP (as it relates to El Paso Corporation, Colorado Interstate Gas Company, El Paso Natural Gas Company, Southern Natural Gas Company and Tennessee Gas Pipeline Company) pertaining to such financial statements and the effectiveness of El Paso Corporation’s internal control over financial reporting as of the respective dates (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of such firms as experts in accounting and auditing.

The consolidated financial statements referred to above are incorporated herein in reliance upon the reports of PricewaterhouseCoopers LLP (as they relate to El Paso Corporation, Southern Natural Gas Company and Citrus Corp.) pertaining to such financial statements given on the authority of such firm as experts in accounting and auditing. In the event that PricewaterhouseCoopers LLP consents to the incorporation by reference in this Registration Statement of its report relating to audited financial statements included in a document subsequently filed by El Paso Corporation or Southern Natural Gas Company, such audited financial statements shall be incorporated herein in reliance upon such report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

Information incorporated by reference in this prospectus regarding the estimated reserves attributable to certain of El Paso’s natural gas and oil properties was prepared by Ryder Scott Company, L.P., independent petroleum engineers, as stated in their report with respect thereto and is incorporated herein upon the authority of such firm as experts in petroleum engineering.

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PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14.   Other Expenses Of Issuance And Distribution.

The following sets forth the expenses in connection with the issuance and distribution of the securities being registered hereby, other than underwriting discounts and commissions. All amounts other than the Securities and Exchange Commission registration fee are estimated.

Securities and Exchange Commission Registration Fee	$	139,500	(1)
Legal Fees and Expenses		150,000
Accountants’ Fees and Expenses		100,000
Trustee’s Fees and Expenses		25,000
Printing and Engraving Expenses		100,000
Miscellaneous		25,000
TOTAL	$	539,500

⁽¹⁾ Pursuant to Rule 415(a)(6) under the Securities Act, the filing fee includes the filing fee previously paid by El Paso in the amount of $29,475 in connection with its registration statement on Form S-3 (File No. 333-134406) initially filed on May 23, 2006.

Item 15.   Indemnification of Directors and Officers.

Corporations

Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) acts of omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) payment of unlawful dividends or unlawful stock purchases or redemptions, or (iv) any transaction from which the director derived an improper personal benefit.

Section 145 of the DGCL provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement in connection with specified actions, suits, proceedings whether civil, criminal, administrative, or investigative (other than action by or in the right of the corporation — a “derivative action”), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s charter, by-laws, disinterested director vote, stockholder vote, agreement, or otherwise.

El Paso

Article 10 of El Paso’s second amended and restated certificate of incorporation provides that to the full extent that the DGCL, as it now exists or may hereafter be amended, permits the limitation or elimination of the liability of directors, a director of El Paso shall not be liable to El Paso or its stockholders for monetary damages for breach of fiduciary duty as a director. Any amendment to or repeal of such Article 10 shall not adversely affect any right or protection of a director of El Paso for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

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Article X of the by-laws of El Paso requires indemnification to the full extent permitted under Delaware law as from time to time in effect. Subject to any restrictions imposed by Delaware law, the by-laws of El Paso provide an unconditional right to indemnification for all expense, liability, and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes, or penalties and amounts paid in settlement) actually and reasonably incurred or suffered by any person in connection with any actual or threatened proceeding by reason of the fact that such person is or was serving as a director or officer of El Paso, such person or is or was serving at the request of El Paso as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan. The by-laws of El Paso also provide that El Paso may, by action of its board of directors, provide indemnification to its employees and agents with the same scope and effect as the foregoing indemnification of directors and officers.

El Paso maintains directors’ and officers’ liability insurance which provides for payment, on behalf of the directors and officers of El Paso and its subsidiaries, of certain losses of such persons (other than matters uninsurable under law) arising from claims, including claims arising under the Securities Act of 1933, as amended, for acts or omissions by such persons while acting as directors or officers of El Paso and/or its subsidiaries, as the case may be.

El Paso has entered into indemnification agreements with each member of its Board of Directors and certain officers, including each of the executives named in El Paso’s proxy statement. These agreements reiterate the rights to indemnification that are provided to El Paso’s directors and certain officers under El Paso’s by-laws, clarify procedures related to those rights, and provide that such rights are also available to fiduciaries under certain of El Paso’s employee benefit plans. As is the case under the by-laws, the agreements provide for indemnification to the full extent permitted by Delaware law, including the right to be paid the reasonable expenses (including attorneys’ fees) incurred in defending a proceeding related to service as a director, officer or fiduciary in advance of that proceeding’s final disposition. El Paso may maintain insurance, enter into contracts, create a trust fund or use other means available to provide for indemnity payments and advances. In the event of a change in control of El Paso (as defined in the indemnification agreements), El Paso is obligated to pay the costs of independent legal counsel who will provide advice concerning the rights of each director and officer to indemnity payments and advances.

CIIC

Article Seventh of CIIC’s certificate of incorporation provides that CIIC shall indemnify its officers and directors to the full extent permitted by the DGCL. Article Eighth permits the limitation or elimination of the personal liability of directors, a director of CIIC shall not be liable to CIIC or its stockholders for monetary damages for breach of fiduciary duty as a director, except that a director may be liable (i) for breach of the director’s duty of loyalty to CIIC or it stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. Any amendment to or repeal of such Article Eighth shall not adversely affect any right or protection of a director of CIIC for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. Article VI of CIIC ’s by-laws requires the Company to indemnify to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that such person is or was serving as a director, officer, employee or agent of CIIC or its predecessor, or is or was serving at the request of CIIC as a director, officer, employee or agent of another enterprise. CIIC’s by-laws also provide that in the event that the board of directors or stockholders refuse or fail to provide indemnity, a person may seek indemnity from CIIC in court and have the court substitute its judgment as to the propriety of indemnity, or determine whether indemnity is proper in the absence of such determination by the board of directors or stockholders. CIIC’s by-laws also provide that CIIC may purchase and maintain insurance on behalf of any person who is a director, officer, employee or agent of CIIC or its predecessor, or is or was serving at the request of CIIC as a director, officer, employee or agent of another enterprise, against any liability asserted against such person and incurred by such person in any such capacity,

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or arising out of such person’s status as such, whether or not CIIC would have the power to indemnify such person against such liability under the provisions of Article VI of CIIC’s by-laws or otherwise.

EPNG

Article Seventh of EPNG’s amended and restated certificate of incorporation contains a provision similar to that of Section 145 of the DGCL. It also provides that to the full extent that the DGCL, as it now exists or may hereafter be amended, permits the limitation or elimination of the liability of directors, a director of EPNG shall not be liable to EPNG or its stockholders for monetary damages for breach of fiduciary duty as a director. Any amendment, repeal or modification of such Article Seventh shall not adversely affect any right or protection of a director of EPNG for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

Article VI, Section 4 of EPNG’s by-laws requires indemnification to the full extent permitted under Delaware law for any person made a party to any action, suit or proceeding, whether criminal, civil, administrative or investigative, for expenses actually and reasonably incurred by reason of the fact that such person or such person’s testator or intestate, is or was serving as a director, officer or employee of EPNG or its predecessor, or is or was serving at the request of EPNG as a director, officer or employee of another enterprise. EPNG’s by-laws also provide that in the event that the board of directors or stockholders refuse or fail to provide indemnity, a person may seek indemnity from EPNG in court and have the court substitute its judgment as to the propriety of indemnity, or determine whether indemnity is proper in the absence of such determination by the board of directors or stockholders.

TGP

Article Seventh of TGP’s amended and restated certificate of incorporation contains a provision similar to that of Section 145 of the DGCL. It also provides that to the full extent that the DGCL, as it now exists or may hereafter be amended, permits the limitation or elimination of the liability of directors, a director of TGP shall not be liable to TGP or its stockholders for monetary damages for breach of fiduciary duty as a director. Any amendment, repeal or modification of such Article Seventh shall not adversely affect any right or protection of a director of TGP for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

Article VI of TGP’s by-laws requires TGP to indemnify to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that such person is or was serving as a director, officer, employee or agent of TGP or its predecessor, or is or was serving at the request of TGP as a director, officer, employee or agent of another enterprise. TGP’s by-laws also provide that in the event that the board of directors or stockholders refuse or fail to provide indemnity, a person may seek indemnity from TGP in court and have the court substitute its judgment as to the propriety of indemnity, or determine whether indemnity is proper in the absence of such determination by the board of directors or stockholders. TGP’s by-laws also provide that TGP may purchase and maintain insurance on behalf of any person who is a director, officer, employee or agent of TGP or its predecessor, or is or was serving at the request of TGP as a director, officer, employee or agent of another enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not TGP would have the power to indemnify such person against such liability under the provisions of Article VI of TGP’s by-laws or otherwise.

SNIC

Article Seventh of Southern Natural Issuing Corporation’s certificate of incorporation requires Southern Natural Issuing Corporation to indemnify its officers and directors to the full extent permitted by the DGCL, as amended from time to time. Article Eighth of Southern Natural Issuing Corporation’s certificate of incorporation contains a provision similar to that of Section 145 of the DGCL. It also provides that to the full extent that the DGCL, as it now exists or may hereafter be amended, permits the limitation or elimination of

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the liability of directors, a director of Southern Natural Issuing Corporation shall not be liable to Southern Issuing Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any amendment, repeal or modification of such Article Eighth shall not adversely affect any right or protection of a director of Southern Natural Issuing Corporation for or with respect to any acts or omissions of such director occurring prior to such repeal or modification.

Article VI, Section 4 of Southern Natural Issuing Corporation’s by-laws requires indemnification to the full extent permitted under Delaware law for any person made or threatened to be made a party to any action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that such person or such person’s testator or intestate, is or was serving as a director, officer or employee of Southern Natural Issuing Corporation or its predecessor. Southern Natural Issuing Corporation’s by-laws also provide that in the event that the board of directors or stockholders refuse or fail to provide indemnity, a person may seek indemnity from Southern Natural Issuing Corporation in court and have the court substitute its judgment as to the propriety of indemnity, or determine whether indemnity is proper in the absence of such determination by the board of directors or stockholders of Southern Natural Issuing Corporation.

Certain directors and officers of CIIC, EPNG, SNIC and TGP are directors, officers and/or employees of El Paso.

Partnerships

Section 15-103(e) of the Delaware Revised Uniform Partnership Act (the “DRUPA”) provides that a partner or other person shall not be liable to a partnership or to another partner or to another person that is a party to or is otherwise bound by a partnership agreement for breach of fiduciary duty for the partner’s or other person’s good faith reliance on the provisions of the partnership agreement. Section 15-103(f) of the DRUPA provides that a partnership agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties (including fiduciary duties) of a partner or other person to a partnership or to another partner or another person that is a party to or is otherwise bound by a partnership agreement; provided, that a partnership agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.

Section 15-110 of the DRUPA provides that subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a partnership may, and shall have the power to, indemnify and hold harmless any partners or other person from and against any and all claims and demands whatsoever.

CIG

Section 3.8 of CIG’s General Partnership Agreement contains a similar limitation of liabilities of partners, whereby expect as otherwise provided by DRUPA, no partner shall be liability to third persons for partnership losses, deficits, liabilities or obligations, except as otherwise expressly agreed to in writing by such partner, unless the assets of the partnership shall have first been exhausted. Section 6.2(a)(iv) of CIG’s General Partnership Agreement provides that each member of the management committee of CIG shall be an agent of, shall represent, and shall owe duties only to the partner that designated the representative, and, to the extent permitted by law, shall not owe any duty (fiduciary or otherwise) to the partnership, any other partner or representative or any officer or employee of the partnership. The partnership will also indemnify, to the fullest extent permitted by law, protect, defend, release and hold harmless each representative from and against any claims asserted by or on behalf of any person (including another partner), other than the partner that designated the representative, that arise out of, related to or are otherwise attributable to, directly or indirectly, the representative’s service on the management committee of the partnership. Section 6.5 of the CIG General Partnership Agreement provides that, to the fullest extent permitted by law, each partner shall indemnify, protect, defend, release and hold harmless each other partner, its affiliates, and its and their respective directors, officers, trustees, employees and agents from and against any claims asserted by or on behalf of any person (including another partner) that result from a breach by the indemnifying partner of CIG’s General Partnership Agreement; provided, however, that Section 6.5 shall not (a) apply to any claim or other matter for

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which a partner has no liability or duty, or is indemnified or release, or (b) hold the indemnified person harmless from special, consequential or exemplary damages, except in the case where the indemnified person is legally obligated to pay such damages to another person.

SNG

Section 3.8 of SNG’s General Partnership Agreement contains a similar limitation of liabilities of partners, whereby expect as otherwise provided by DRUPA, no partner shall be liability to third persons for partnership losses, deficits, liabilities or obligations, except as otherwise expressly agreed to in writing by such partner, unless the assets of the partnership shall have first been exhausted. Section 6.2(a)(iv) of SNG’s General Partnership Agreement provides that each member of the management committee of SNG shall be an agent of, shall represent, and shall owe duties only to the partner that designated the representative, and, to the extent permitted by law, shall not owe any duty (fiduciary or otherwise) to the partnership, any other partner or representative or any officer or employee of the partnership. The partnership will also indemnify, to the fullest extent permitted by law, protect, defend, release and hold harmless each representative from and against any claims asserted by or on behalf of any person (including another partner), other than the partner that designated the representative, that arise out of, related to or are otherwise attributable to, directly or indirectly, the representative’s service on the management committee of the partnership. Section 6.5 of the SNG General Partnership Agreement provides that, to the fullest extent permitted by law, each partner shall indemnify, protect, defend, release and hold harmless each other partner, its affiliates, and its and their respective directors, officers, trustees, employees and agents from and against any claims asserted by or on behalf of any person (including another partner) that result from a breach by the indemnifying partner of SNG’s General Partnership Agreement; provided, however, that Section 6.5 shall not (a) apply to any claim or other matter for which a partner has no liability or duty, or is indemnified or release, or (b) hold the indemnified person harmless from special, consequential or exemplary damages, except in the case where the indemnified person is legally obligated to pay such damages to another person.

Certain management committee members and officers of CIG and SNG are directors, officers and/or employees of El Paso.

Item 16.   Exhibits.

In reviewing the agreements included as exhibits to this registration statement, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the registrants or the other parties to the agreements. The agreements may contain representations and warranties by the parties to the agreements, including the registrants. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

•  should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

•  may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

•  may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

•  were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.

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Exhibit
No.		Exhibit
**1.A	—	Form of El Paso debt securities Underwriting Agreement
**1.B	—	Form of El Paso equity securities Underwriting Agreement
**1.C	—	Form of Underwriting Agreement related to El Paso Purchase Contracts, Warrants or Units
**1.D	—	Form of Underwriting Agreement related to CIG, EPNG, SNG or TGP debt securities
3.A	—	Second Amended and Restated Certificate of Incorporation of El Paso (incorporated by reference to Exhibit 3.A to El Paso’s Current Report on Form 8-K filed May 31, 2005)
3.B	—	By-laws of El Paso effective as of December 6, 2007 (incorporated by reference to Exhibit 3.B to El Paso’s Current Report on Form 8-K filed December 6, 2007)
3.C	—	CIG Certificate of Conversion (incorporated by reference to Exhibit 4.A to CIG’s Form 8-K filed November 7, 2007)
3.D	—	CIG Statement of Partnership Existence (incorporated by reference to Exhibit 4.B to CIG’s Form 8-K filed November 7, 2007)
3.E	—	CIG General Partnership Agreement dated November 1, 2007 (incorporated by reference to Exhibit 4.C to CIG’s Form 8-K filed November 7, 2007)
3.F	—	EPNG Restated Certificate of Incorporation dated April 8, 2003 (incorporated by reference to Exhibit 3.A to EPNG’s Quarterly Report on Form 10-Q for the period ended June 30, 2003)
3.G	—	EPNG By-laws dated June 24, 2002 (incorporated by reference to Exhibit 3.B to EPNG’s Annual Report on Form 10-K for the year ended December 31, 2007)
3.H	—	SNG Certificate of Conversion (incorporated by reference to Exhibit 3.A to SNG’s Current Report on Form 8-K filed November 7, 2007)
3.I	—	SNG Statement of Partnership Existence (incorporated by reference to Exhibit 3.B to SNG’s Current Report on Form 8-K filed November 7, 2007)
3.J	—	SNG General Partnership Agreement dated November 1, 2007 (Exhibit 3.C to SNG’s Current Report on Form 8-K filed November 7, 2007)
3.K	—	First Amendment to the General Partnership Agreement of Southern Natural Gas Company, dated September 30, 2008 (Exhibit 3.A to SNG’s Current Report on Form 8-K field October 6, 2008)
3.L	—	TGP Restated Certificate of Incorporation dated May 11, 1999 (incorporated by reference to Exhibit 3.A to TGP’s Annual Report on Form 10-K for the year ended December 31, 2004)
3.M	—	TGP By-laws dated as of June 2, 2008 (incorporated by reference to Exhibit 3.B to TGP’s Annual Report on Form 10-K for the year ended December 31, 2008)
***3.N	—	CIIC Certificate of Incorporation dated October 23, 2007
***3.O	—	CIIC By-laws dated as of June 2, 2008
3.P	—	SNIC Certificate of Incorporation dated October 23, 2007 (incorporated by reference to Exhibit 3.C to SNIC’s Amendment No. 1 to Registration Statement on Form S-4 (Registration No. 333-146250) filed October 25, 2007)
3.Q	—	SNIC By-laws dated as of October 23, 2007 (incorporated by reference to Exhibit 3.D to SNIC’s Amendment No. 1 to Registration Statement on Form S-4 (Registration No. 333-146250) filed October 25, 2007)
4.A	—	Certificate of Designations of 4.99% Convertible Perpetual Preferred Stock of El Paso (incorporated by reference to Exhibit 3.A to El Paso’s Current Report on Form 8-K filed May 31, 2005)
4.B	—	Senior Debt Securities Indenture, dated as of May 10, 1999, by and between El Paso and HSBC Bank USA, National Association (as successor-in-interest to JPMorgan Chase Bank, formerly The Chase Manhattan Bank), as Trustee (including form of senior security) (incorporated by reference to Exhibit 4.A of El Paso’s Annual Report on Form 10-K for the year ended December 31, 2004)
*4.C	—	Form of Subordinated Indenture of El Paso Corporation
**4.D	—	Form of Purchase Contract Agreement
**4.E	—	Form of Pledge Agreement
**4.F	—	Form of Warrant Agreement (including form of Warrant Certificate)
**4.G	—	Form of Unit Agreement (including form of Unit Certificate)

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Exhibit
No.		Exhibit
4.H	—	Indenture dated as of June 27, 1997 between Colorado Interstate Gas Company and The Bank of New York Mellon Trust Company, N.A. (formerly named The Bank of New York Trust Company, N.A.) (successor to Harris Trust and Savings Bank), as trustee (incorporated by reference to Exhibit 4.A to CIG’s Annual Report on Form 10-K for the year ended December 31, 2004); Second Supplemental Indenture dated as of March 9, 2005 between Colorado Interstate Gas Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.A to CIG’s Current Report on Form 8-K filed March 14, 2005); Third Supplemental Indenture dated as of November 1, 2005 between Colorado Interstate Gas Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.A to CIG’s Current Report on Form 8-K filed November 2, 2005); Fourth Supplemental Indenture dated as of October 15, 2007 between Colorado Interstate Gas Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.A to CIG’s Current Report on Form 8-K filed October 16, 2007); Fifth Supplemental Indenture dated as of November 1, 2007 among Colorado Interstate Gas Company, Colorado Interstate Issuing Corporation, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.A to CIG’s Current Report on Form 8-K filed November 7, 2007)
4.I	—	Indenture dated as of November 13, 1996 between El Paso Natural Gas Company and Wilmington Trust Company (as successor to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank), as trustee, (incorporated by reference to Exhibit 4.B to EPNG’s Annual Report on Form 10-K for the year ended December 31, 2004); First Supplemental Indenture dated as of June 10, 2002 between El Paso Natural Gas Company and Wilmington Trust Company, as trustee (incorporated by reference to Exhibit 4.D to EPNG’s Annual Report on Form 10-K for the year ended December 31, 2008)
4.J	—	Indenture dated as of June 1, 1987 between Southern Natural Gas Company and Wilmington Trust Company (as successor to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank), as trustee (incorporated by reference to Exhibit 4.A to SNG’s Annual Report on Form 10-K for the year ended December 31, 2006); First Supplemental Indenture dated as of September 30, 1997 between Southern Natural Gas Company and Wilmington Trust Company (incorporated by reference to Exhibit 4.A.1 to SNG’s Annual Report on Form 10-K for the year ended December 31, 2006); Fourth Supplemental Indenture dated as of May 4, 2007 among Southern Natural Gas Company, Wilmington Trust Company (solely with respect to certain portions thereof) and The Bank of New York Mellon Trust Company, N.A. (formerly named The Bank of New York Trust Company, N.A.) (incorporated by reference to Exhibit 4.C to SNG’s Quarterly Report on Form 10-Q for the period ended March 31, 2007); Fifth Supplemental Indenture dated as of October 15, 2007 among Southern Natural Gas Company, Wilmington Trust Company, as trustee, and The Bank of New York Mellon Trust Company, N.A., as series trustee (incorporated by reference to Exhibit 4.A to SNG’s Current Report on Form 8-K filed October 16, 2007); Sixth Supplemental Indenture dated as of November 1, 2007 among Southern Natural Gas Company, Southern Natural Issuing Corporation, Wilmington Trust Company, as trustee, and The Bank of New York Mellon Trust Company, N.A., as series trustee (incorporated by reference to Exhibit 4.A to SNG’s Current Report on Form 8-K filed November 7, 2007)
4.K	—	Indenture dated as of March 4, 1997 between Tennessee Gas Pipeline Company and Wilmington Trust Company (as successor to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank), as trustee (incorporated by reference to Exhibit 4.A to TGP’s Annual Report on Form 10-K for the year ended December 31, 2005); Fifth Supplemental Indenture dated as of June 10, 2002 between Tennessee Gas Pipeline Company and Wilmington Trust Company, as trustee (incorporated by reference to Exhibit 4.1 to TGP’s Current Report on Form 8-K filed June 10, 2002); Sixth Supplemental Indenture dated January 27, 2009 between Tennessee Gas Pipeline Company and Wilmington Trust Company, as trustee (incorporated by reference to Exhibit 4.A to TGP’s Current Report on Form 8-K filed January 29, 2009)
*5.A	—	Opinion of Bracewell & Giuliani LLP as to the legality of the securities being registered
**8.A	—	Opinion of Bracewell & Giuliani LLP as to certain federal income tax matters
12.A	—	Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends for El Paso (incorporated by reference to Exhibit 12 of El Paso’s Annual Report on Form 10-K for the year ended December 31, 2008)
***12.B	—	Computation of Ratio of Earnings to Fixed Charges for CIG
***12.C	—	Computation of Ratio of Earnings to Fixed Charges for EPNG
***12.D	—	Computation of Ratio of Earnings to Fixed Charges for SNG
***12.E	—	Computation of Ratio of Earnings to Fixed Charges for TGP
*23.A	—	Consent of Ernst & Young LLP
*23.B	—	Consent of PricewaterhouseCoopers LLP
*23.C	—	Consent of Bracewell & Giuliani LLP (included in Exhibit 5.A)

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Exhibit
No.		Exhibit
***23.D	—	Consent of Ryder Scott Company, L.P.
***24.A	—	El Paso Power of Attorney
***24.B	—	CIG Power of Attorney
***24.C	—	CIIC Power of Attorney
***24.D	—	EPNG Power of Attorney
***24.E	—	SNG Power of Attorney
***24.F	—	SNIC Power of Attorney
***24.G	—	TGP Power of Attorney
***25.A	—	Form T-1 Statement of Eligibility and Qualification of HSBC Bank USA, National Association respecting the Senior Indenture of El Paso
***25.B	—	Form T-1 Statement of Eligibility and Qualification of HSBC Bank USA, National Association respecting the Subordinated Indenture of El Paso
***25.C	—	Form T-1 Statement of Eligibility and Qualification of Bank of New York Trust Company, N.A. respecting the Indenture of CIG
***25.D	—	Form T-1 Statement of Eligibility and Qualification of Wilmington Trust Company respecting the Indenture of EPNG
***25.E	—	Form T-1 Statement of Eligibility and Qualification of Wilmington Trust Company respecting the Indenture of SNG
***25.F	—	Form T-1 Statement of Eligibility and Qualification of Wilmington Trust Company respecting the Indenture of TGP

*	Filed herewith.
**	To be filed as an exhibit to a Current Report on Form 8-K in connection with or prior to a specific offering.

*** Previously filed.

Item 17.   UNDERTAKINGS.

(a) Each of the undersigned registrants hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrants pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

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(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrants pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, each of the undersigned registrants will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of such undersigned registrants or used or referred to by the undersigned registrants;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or its securities provided by or on behalf of the undersigned registrants; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

(b) The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of El Paso Corporation’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new

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registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) The undersigned registrants hereby undertake to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas on April 13, 2009.

EL PASO CORPORATION

By:  /s/  DOUGLAS L. FOSHEE

Douglas L. Foshee

President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities as indicated on April 13, 2009.

Signature	Title
* Douglas L. Foshee	President, Chief Executive Officer and Director (Principal Executive Officer)
* D. Mark Leland	Executive Vice President and Chief Financial Officer (Principal Financial Officer)
* John R. Sult	Senior Vice President and Controller (Principal Accounting Officer)
* Ronald L. Kuehn, Jr.	Chairman of the Board
* Juan Carlos Braniff	Director
* James L. Dunlap	Director
* Robert W. Goldman	Director
* Anthony W. Hall, Jr.	Director
* Thomas R. Hix	Director
* William H. Joyce	Director

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Signature	Title
* Ferrell P. Mcclean	Director
* Steven J. Shapiro	Director
* J. Michael Talbert	Director
* Robert F. Vagt	Director
* John L. Whitmire	Director
* Joe B. Wyatt	Director
*By: /s/  ROBERT W. BAKER Robert W. Baker Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas on April 13, 2009.

COLORADO INTERSTATE GAS COMPANY

By:  /s/  JAMES J. CLEARY

James J. Cleary

President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities as indicated on April 13, 2009.

Signature	Title
* James J. Cleary	President and Management Committee Member (Principal Executive Officer)
* John R. Sult	Senior Vice President, Chief Financial Officer and Controller (Principal Accounting and Financial Officer)
* James C. Yardley	Management Committee Member
* Daniel B. Martin	Senior Vice President and Management Committee Member
* Thomas L. Price	Vice President and Management Committee Member
*By: ROBERT W. BAKER Robert W. Baker Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas on April 13, 2009.

COLORADO INTERSTATE ISSUING CORPORATION

By:  /s/  JAMES J. CLEARY

James J. Cleary

President

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities indicated for Colorado Interstate Issuing Corporation on April 13, 2009:

Signature	Title
* James J. Cleary	President and Director (Principal Executive Officer)
* John R. Sult	Senior Vice President, Chief Financial Officer and Controller (Principal Accounting and Financial Officer)
* James C. Yardley	Chairman of the Board and Director
* Daniel B. Martin	Senior Vice President and Director
* Thomas L. Price	Vice President and Director
*By: ROBERT W. BAKER Robert W. Baker Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas on April 13, 2009.

EL PASO NATURAL GAS COMPANY

By:  /s/  JAMES J. CLEARY

James J. Cleary

President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities as indicated on April 13, 2009.

Signature	Title
* James J. Cleary	President and Director (Principal Executive Officer)
* John R. Sult	Senior Vice President, Chief Financial Officer and Controller (Principal Accounting and Financial Officer)
* James C. Yardley	Chairman of the Board
* Daniel B. Martin	Senior Vice President and Director
* Thomas L. Price	Vice President and Director
*By: ROBERT W. BAKER Robert W. Baker Attorney-in-Fact

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas on April 13, 2009.

SOUTHERN NATURAL GAS COMPANY

By:  /s/  JAMES C. YARDLEY

James C. Yardley

President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities as indicated on April 13, 2009.

Signature	Title
* James C. Yardley	President and Management Committee Member (Principal Executive Officer)
* John R. Sult	Senior Vice President, Chief Financial Officer and Controller (Principal Accounting and Financial Officer)
* Daniel B. Martin	Senior Vice President and Management Committee Member
* Norman G. Holmes	Senior Vice President, Chief Commercial Officer and Management Committee Member
* Michael J. Varagona	Vice President and Management Committee Member
*By: ROBERT W. BAKER Robert W. Baker Attorney-in-Fact

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas on April 13, 2009.

SOUTHERN NATURAL ISSUING CORPORATION

By:  /s/  JAMES C. YARDLEY

James C. Yardley

President

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities indicated for Southern Natural Issuing Corporation on April 13, 2009:

Signature	Title
* James C. Yardley	Chairman of the Board and President (Principal Executive Officer)
* John R. Sult	Senior Vice President, Chief Financial Officer and Controller (Principal Accounting and Financial Officer)
* Daniel B. Martin	Senior Vice President and Director
* Norman G. Holmes	Senior Vice President, Chief Commercial Officer and Director
*By: ROBERT W. BAKER Robert W. Baker Attorney-in-Fact

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas on April 13, 2009.

TENNESSEE GAS PIPELINE COMPANY

By:  /s/  JAMES C. YARDLEY

James C. Yardley

President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities as indicated on April 13, 2009.

Signature	Title
* James C. Yardley	Chairman of the Board and President (Principal Executive Officer)
* John R. Sult	Senior Vice President, Chief Financial Officer and Controller (Principal Accounting and Financial Officer)
* Daniel B. Martin	Senior Vice President and Director
* Bryan W. Neskora	Senior Vice President, Chief Commercial Officer and Director
*By: ROBERT W. BAKER Robert W. Baker Attorney-in-Fact

II-18

EXHIBIT LIST

Exhibit
No.				Exhibit
	**1	.A	—	Form of El Paso debt securities Underwriting Agreement
	**1	.B	—	Form of El Paso equity securities Underwriting Agreement
	**1	.C	—	Form of Underwriting Agreement related to El Paso Purchase Contracts, Warrants or Units
	**1	.D	—	Form of Underwriting Agreement related to CIG, EPNG, SNG or TGP debt securities
	3	.A	—	Second Amended and Restated Certificate of Incorporation of El Paso (incorporated by reference to Exhibit 3.A to El Paso’s Current Report on Form 8-K filed May 31, 2005)
	3	.B	—	By-laws of El Paso effective as of December 6, 2007 (incorporated by reference to Exhibit 3.B to El Paso’s Current Report on Form 8-K filed December 6, 2007)
	3	.C	—	CIG Certificate of Conversion (incorporated by reference to Exhibit 4.A to CIG’s Form 8-K filed November 7, 2007)
	3	.D	—	CIG Statement of Partnership Existence (incorporated by reference to Exhibit 4.B to CIG’s Form 8-K filed November 7, 2007)
	3	.E	—	CIG General Partnership Agreement dated November 1, 2007 (incorporated by reference to Exhibit 4.C to CIG’s Form 8-K filed November 7, 2007)
	3	.F	—	EPNG Restated Certificate of Incorporation dated April 8, 2003 (incorporated by reference to Exhibit 3.A to EPNG’s Quarterly Report on Form 10-Q for the period ended June 30, 2003)
	3	.G	—	EPNG By-laws dated June 24, 2002 (incorporated by reference to Exhibit 3.B to EPNG’s Annual Report on Form 10-K for the year ended December 31, 2007)
	3	.H	—	SNG Certificate of Conversion (incorporated by reference to Exhibit 3.A to SNG’s Current Report on Form 8-K filed November 7, 2007)
	3	.I	—	SNG Statement of Partnership Existence (incorporated by reference to Exhibit 3.B to SNG’s Current Report on Form 8-K filed November 7, 2007)
	3	.J	—	SNG General Partnership Agreement dated November 1, 2007 (Exhibit 3.C to SNG’s Current Report on Form 8-K filed with the SEC on November 7, 2007)
	3	.K	—	First Amendment to the General Partnership Agreement of Southern Natural Gas Company, dated September 30, 2008 (Exhibit 3.A to SNG’s Current Report on Form 8-K filed October 6, 2008)
	3	.L	—	TGP Restated Certificate of Incorporation dated May 11, 1999 (incorporated by reference to Exhibit 3.A to TGP’s Annual Report on Form 10-K for the year ended December 31, 2004)
	3	.M	—	TGP By-laws dated as of June 2, 2008 (incorporated by reference to Exhibit 3.B to TGP’s Annual Report on Form 10-K for the year ended December 31, 2008)
	***3	.N	—	CIIC Certificate of Incorporation dated October 23, 2007
	***3	.O	—	CIIC By-laws dated as of June 2, 2008
	3	.P	—	SNIC Certificate of Incorporation dated October 23, 2007 (incorporated by reference to Exhibit 3.C to SNIC’s Amendment No. 1 to Registration Statement on Form S-4 (Registration No. 333-146250) filed October 25, 2007)
	3	.Q	—	SNIC By-laws dated as of October 23, 2007 (incorporated by reference to Exhibit 3.D to SNIC’s Amendment No. 1 to Registration Statement on Form S-4 (Registration No. 333-146250) filed October 25, 2007)
	4	.A	—	Certificate of Designations of 4.99% Convertible Perpetual Preferred Stock of El Paso (incorporated by reference to Exhibit 3.A to El Paso’s Current Report on Form 8-K filed May 31, 2005)
	4	.B	—	Senior Debt Securities Indenture, dated as of May 10, 1999, by and between El Paso and HSBC Bank USA, National Association (as successor-in-interest to JPMorgan Chase Bank, formerly The Chase Manhattan Bank), as Trustee (including form of senior security) (incorporated by reference to Exhibit 4.A of El Paso’s Annual Report on Form 10-K for the year ended December 31, 2004)
	*4	.C	—	Form of Subordinated Indenture of El Paso Corporation
	**4	.D	—	Form of Purchase Contract Agreement
	**4	.E	—	Form of Pledge Agreement
	**4	.F	—	Form of Warrant Agreement (including form of Warrant Certificate)
	**4	.G	—	Form of Unit Agreement (including form of Unit Certificate)

Exhibit
No.				Exhibit
	4	.H	—	Indenture dated as of June 27, 1997 between Colorado Interstate Gas Company and The Bank of New York Mellon Trust Company, N.A. (formerly named The Bank of New York Trust Company, N.A.) (successor to Harris Trust and Savings Bank), as trustee (incorporated by reference to Exhibit 4.A to CIG’s Annual Report on Form 10-K for the year ended December 31, 2004); Second Supplemental Indenture dated as of March 9, 2005 between Colorado Interstate Gas Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.A to CIG’s Current Report on Form 8-K filed March 14, 2005); Third Supplemental Indenture dated as of November 1, 2005 between Colorado Interstate Gas Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.A to CIG’s Current Report on Form 8-K filed November 2, 2005); Fourth Supplemental Indenture dated October 15, 2007 between Colorado Interstate Gas Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.A to CIG’s Current Report on Form 8-K filed October 16, 2007); Fifth Supplemental Indenture dated as of November 1, 2007 among Colorado Interstate Gas Company, Colorado Interstate Issuing Corporation, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.A to CIG’s Current Report on Form 8-K filed November 7, 2007)
	4	.I	—	Indenture dated as of November 13, 1996 between El Paso Natural Gas Company and Wilmington Trust Company (as successor to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank), as trustee, (incorporated by reference to Exhibit 4.B to EPNG’s Annual Report on Form 10-K for the year ended December 31, 2004); First Supplemental Indenture dated as of June 10, 2002 between El Paso Natural Gas Company and Wilmington Trust Company, as trustee, (incorporated by reference to Exhibit 4.D to EPNG’s Annual Report on Form 10-K for the year ended December 31, 2008)
	4	.J	—	Indenture dated as of June 1, 1987 between Southern Natural Gas Company and Wilmington Trust Company (as successor to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank), as trustee (incorporated by reference to Exhibit 4.A to SNG’s Annual Report on Form 10-K for the year ended December 31, 2006); First Supplemental Indenture dated as of September 30, 1997 between Southern Natural Gas Company and Wilmington Trust Company (incorporated by reference to Exhibit 4.A.1 to SNG’s Annual Report on Form 10-K for the year ended December 31, 2006); Fourth Supplemental Indenture dated as of May 4, 2007 among Southern Natural Gas Company, Wilmington Trust Company (solely with respect to certain portions thereof) and The Bank of New York Mellon Trust Company, N.A. (formerly named The Bank of New York Trust Company, N.A.) (incorporated by reference to Exhibit 4.C to SNG’s Quarterly Report on Form 10-Q for the period ended March 31, 2007); Fifth Supplemental Indenture dated as of October 15, 2007 among Southern Natural Gas Company, Wilmington Trust Company, as trustee, and The Bank of New York Mellon Trust Company, N.A., as series trustee, (incorporated by reference to Exhibit 4.A to SNG’s Current Report on Form 8-K filed October 16, 2007); Sixth Supplemental Indenture dated as of November 1, 2007 among Southern Natural Gas Company, Southern Natural Issuing Corporation, Wilmington Trust Company, as trustee, and The Bank of New York Mellon Trust Company, N.A., as series trustee (incorporated by reference to Exhibit 4.A to SNG’s Current Report on Form 8-K filed November 7, 2007)
	4	.K	—	Indenture dated as of March 4, 1997 between Tennessee Gas Pipeline Company and Wilmington Trust Company (as successor to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank), as trustee (incorporated by reference to Exhibit 4.A to TGP’s Annual Report on Form 10-K for the year ended December 31, 2005); Fifth Supplemental Indenture dated as of June 10, 2002 between Tennessee Gas Pipeline Company and Wilmington Trust Company, as trustee (incorporated by reference to Exhibit 4.1 to TGP’s Current Report on Form 8-K filed June 10, 2002); Sixth Supplemental Indenture dated January 27, 2009 between Tennessee Gas Pipeline Company and Wilmington Trust Company, as trustee (incorporated by reference to Exhibit 4.A to TGP’s Current Report on Form 8-K filed January 29, 2009).
	*5	.A	—	Opinion of Bracewell & Giuliani LLP as to the legality of the securities being registered
	**8	.A	—	Opinion of Bracewell & Giuliani LLP as to certain federal income tax matters
	12	.A	—	Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends for El Paso (incorporated by reference to Exhibit 12 of El Paso’s Annual Report on Form 10-K for the year ended December 31, 2008)
	**12	.B	—	Computation of Ratio of Earnings to Fixed Charges for CIG
	**12	.C	—	Computation of Ratio of Earnings to Fixed Charges for EPNG
	**12	.D	—	Computation of Ratio of Earnings to Fixed Charges for SNG
	**12	.E	—	Computation of Ratio of Earnings to Fixed Charges for TGP
	*23	.A	—	Consent of Ernst & Young LLP
	*23	.B	—	Consent of PricewaterhouseCoopers LLP
	*23	.C	—	Consent of Bracewell & Giuliani LLP (included in Exhibit 5.A)
	***23	.D	—	Consent of Ryder Scott Company, L.P.

Exhibit
No.				Exhibit
	***24	.A	—	El Paso Power of Attorney
	***24	.B	—	CIG Power of Attorney
	***24	.C	—	CIIC Power of Attorney
	***24	.D	—	EPNG Power of Attorney
	***24	.E	—	SNG Power of Attorney
	***24	.F	—	SNIC Power of Attorney
	***24	.G	—	TGP Power of Attorney
	***25	.A	—	Form T-1 Statement of Eligibility and Qualification of HSBC Bank USA, National Association respecting the Senior Indenture of El Paso
	***25	.B	—	Form T-1 Statement of Eligibility and Qualification of HSBC Bank USA, National Association respecting the Subordinated Indenture of El Paso
	***25	.C	—	Form T-1 Statement of Eligibility and Qualification of Bank of New York Trust Company, N.A. respecting the Indenture of CIG
	***25	.D	—	Form T-1 Statement of Eligibility and Qualification of Wilmington Trust Company respecting the Indenture of EPNG
	***25	.E	—	Form T-1 Statement of Eligibility and Qualification of Wilmington Trust Company respecting the Indenture of SNG
	***25	.F	—	Form T-1 Statement of Eligibility and Qualification of Wilmington Trust Company respecting the Indenture of TGP

*	Filed herewith.
**	To be filed as an exhibit to a Current Report on Form 8-K in connection with or prior to a specific offering.

*** Previously filed.

EX-4.C

Exhibit 4.C

EL PASO CORPORATION

and

HSBC BANK USA, NATIONAL ASSOCIATION,

as Trustee

INDENTURE

Dated as of [          ]

Providing for Issuance of Subordinated Debt Securities in Series

TABLE SHOWING REFLECTION IN INDENTURE OF CERTAIN PROVISIONS
OF TRUST INDENTURE ACT OF 1939, AS AMENDED

Trust Indenture Act Section		Indenture Section
310	(a) (1)	609
	(a) (2)	609
	(a) (3)	Not Applicable
	(a) (4)	Not Applicable
	(a) (5)	609
	(b)	608, 610, 703(a)(2)
311	(a)	613 (a)
	(b)	613 (b)
312	(a)	701, 702 (a)
	(b)	702 (b)
	(c)	702 (c)
313	(a)	703 (a)
	(b)	703 (b)
	(c)	703 (a), 703 (b)
	(d)	703 (c)
314	(a) (1)	704
	(a) (2)	704
	(a) (3)	704
	(a) (4)	1004
	(b)	Not Applicable
	(c) (1)	102
	(c) (2)	102
	(c) (3)	Not Applicable
	(d)	Not Applicable
	(e)	102
315	(a)	601 (a), 601 (c)
	(b)	602,
		703 (a) (7)
	(c)	601 (b)
	(d)	601
	(d) (1)	601 (a)
	(d) (2)	601 (c) (2)
	(d) (3)	601 (c) (3)
	(e)	514

Trust Indenture Act Section		Indenture Section
316	(a)	101
	(a) (1) (A)	502, 512
	(a) (1) (B)	502, 513
	(a) (2)	Not Applicable
	(b)	508
	(c)	104(d)
317	(a) (1)	503
	(a) (2)	504
	(b)	1003
318	(a)	107

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

TABLE OF CONTENTS

		Page
ARTICLE ONE	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 101.	Definitions		1
Section 102.	Compliance Certificates and Opinions		7
Section 103.	Form of Documents Delivered to Trustee		8
Section 104.	Acts of Holders		8
Section 105.	Notices, etc. to Trustee and Company		10
Section 106.	Notices to Holders: Waiver		10
Section 107.	Conflict with Trust Indenture Act		11
Section 108.	Effect of Headings and Table of Contents		11
Section 109.	Successors and Assigns		11
Section 110.	Separability Clause		11
Section 111.	Benefits of Indenture		11
Section 112.	Governing Law		11
Section 113.	Counterparts		11
Section 114.	Judgment Currency		11
Section 115.	Incorporators, Stockholders, Officers and Directors of the Company Exempt from Individual Liability		12
ARTICLE TWO	SECURITY FORMS
Section 201.	Forms Generally		12
Section 202.	Forms of Securities		12
Section 203.	Form of Trustee’s Certificate of Authentication		13
Section 204.	Securities Issuable in the Form of a Global Security		13
ARTICLE THREE	THE SECURITIES
Section 301.	General Title, General Limitations; Issuable in Series: Terms of Particular Series		15
Section 302.	Denominations		17
Section 303.	Execution, Authentication and Delivery and Dating		17
Section 304.	Temporary Securities		19
Section 305.	Registration, Transfer and Exchange		20
Section 306.	Mutilated, Destroyed, Lost and Stolen Securities		21
Section 307.	Payment of Interest; Interest Rights Preserved		22
Section 308.	Persons Deemed Owners		23
Section 309.	Cancellation		23
Section 310.	Computation of Interest		23
Section 311.	Medium-Term Securities		23
ARTICLE FOUR	SATISFACTION AND DISCHARGE
Section 401.	Satisfaction and Discharge of Indenture		24

-i-

TABLE OF CONTENTS
(continued)

		Page
Section 402.	Application of Trust Money		25
ARTICLE FIVE	REMEDIES
Section 501.	Events of Default		25
Section 502.	Acceleration of Maturity; Rescission and Annulment		26
Section 503.	Collection of Indebtedness and Suits for Enforcement by Trustee		27
Section 504.	Trustee May File Proofs of Claim		28
Section 505.	Trustee May Enforce Claims Without Possession of Securities		28
Section 506.	Application of Money Collected		29
Section 507.	Limitation on Suits		29
Section 508.	Unconditional Right of Holders To Receive Principal, Premium and Interest		30
Section 509.	Restoration of Rights and Remedies		30
Section 510.	Rights and Remedies Cumulative		30
Section 511.	Delay or Omission Not Waiver		30
Section 512.	Control by Holders		30
Section 513.	Waiver of Past Defaults		31
Section 514.	Undertaking for Costs		31
Section 515.	Waiver of Stay or Extension Laws		31
ARTICLE SIX	THE TRUSTEE
Section 601.	Certain Duties and Responsibilities		32
Section 602.	Notice of Defaults		33
Section 603.	Certain Rights of Trustee		33
Section 604.	Not Responsible for Recitals or Issuance of Securities		34
Section 605.	Trustee May Hold Securities		34
Section 606.	Money Held in Trust		34
Section 607.	Compensation and Reimbursement		34
Section 608.	Disqualification; Conflicting Interests		35
Section 609.	Corporate Trustee Required Eligibility		35
Section 610.	Resignation and Removal; Appointment of Successor		36
Section 611.	Acceptance of Appointment by Successor		37
Section 612.	Merger, Conversion, Consolidation or Succession to Business		38
Section 613.	Preferential Collection of Claims Against Company		38
Section 614.	Appointment of Authenticating Agent		38
ARTICLE SEVEN	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
Section 701.	Company To Furnish Trustee Names and Addresses of Holders		40
Section 702.	Preservation of Information; Communications to Holders		40
Section 703.	Reports by Trustee		41
Section 704.	Reports by Company		41

-ii-

TABLE OF CONTENTS
(continued)

		Page
ARTICLE EIGHT	CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
Section 801.	Company May Consolidate, etc., only on Certain Terms		42
Section 802.	Successor Corporation Substituted		43
ARTICLE NINE	SUPPLEMENTAL INDENTURES
Section 901.	Supplemental Indentures Without Consent of Holders		43
Section 902.	Supplemental Indentures with Consent of Holders		44
Section 903.	Execution of Supplemental Indentures		45
Section 904.	Effect of Supplemental Indentures		45
Section 905.	Conformity with Trust Indenture Act		45
Section 906.	Reference in Securities to Supplemental Indentures		45
ARTICLE TEN	COVENANTS
Section 1001.	Payment of Principal, Premium and Interest		46
Section 1002.	Maintenance of Office or Agency		46
Section 1003.	Money for Security Payments to be Held in Trust		46
Section 1004.	Statement as to Compliance		47
Section 1005.	Legal Existence		48
ARTICLE ELEVEN	REDEMPTION OF SECURITIES
Section 1101.	Applicability of Article		48
Section 1102.	Election To Redeem; Notice to Trustee		48
Section 1103.	Selection by Trustee of Securities To Be Redeemed		48
Section 1104.	Notice of Redemption		49
Section 1105.	Deposit of Redemption Price		50
Section 1106.	Securities Payable on Redemption Date		50
Section 1107.	Securities Redeemed in Part		50
Section 1108.	Provisions with Respect to any Sinking Funds		50
ARTICLE TWELVE	SUBORDINATION
Section 1201.	Agreement To Subordinate		51
Section 1202.	Liquidation, Dissolution, Bankruptcy		52
Section 1203.	Default on Senior Indebtedness		52
Section 1204.	Acceleration of Payment of Securities		52
Section 1205.	When Distributions Must Be Paid Over		53
Section 1206.	Subrogation		53
Section 1207.	Relative Rights		53
Section 1208.	Subordination May Not Be Impaired by Company		53
Section 1209.	Rights of Trustee and Paying Agent		53
Section 1210.	Distribution or Notice to Representative		54

-iii-

TABLE OF CONTENTS
(continued)

		Page
Section 1211.	Article Twelve Not To Prevent Events of Default or Limit Right To Accelerate		54
Section 1212.	Trust Moneys Not Subordinated		54
Section 1213.	Trustee Entitled to Rely		54
Section 1214.	Trustee To Effectuate Subordination		55
Section 1215.	Trustee Not Fiduciary for Holders of Senior Indebtedness		55
Section 1216.	Reliance by Holders of Senior Indebtedness on Subordination Provisions		55
Section 1217.	Article Applicable to Paying Agent		55
Section 1218.	Payment Permitted If No Default		55
ARTICLE THIRTEEN	DEFEASANCE
Section 1301.	Applicability of Article		55
Section 1302.	Legal Defeasance		56
Section 1303.	Covenant Defeasance		57
Section 1304.	Application by Trustee of Funds Deposited for Payment of Securities		58
Section 1305.	Repayment to Company		58

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

-iv-

     INDENTURE dated as of [                    ], between EL PASO CORPORATION, a corporation duly organized and existing under the laws of Delaware, (hereinafter called the “Company”) having its principal office at 1001 Louisiana Street, Houston, Texas 77002, and HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as trustee (hereinafter called the “Trustee”), having its principal corporate trust office at 452 Fifth Avenue, New York, New York 10018.

Recitals of the Company

     The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of its Securities (as defined below) in one or more fully registered series.

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

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

Agreements of the Parties

     To set forth or to provide for the establishment of the terms and conditions upon which the Securities are and are to be authenticated, issued and delivered, and in consideration of the premises and the purchase of Securities by the Holders (as defined below) thereof, it is mutually covenanted and agreed as follows, for the equal and proportionate benefit of all Holders of the Securities or of a series thereof, as the case may be:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

     Section 101. Definitions. For all purposes of this Indenture and of any indenture supplemental hereto, except as otherwise expressly provided or unless the context otherwise requires:

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

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

     (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean

-1-

such accounting principles as are generally accepted in the United States of America at the date of such computation;

     (4) all references in this instrument to designated “Articles”, “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this instrument as originally executed. The words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and

     (5) “including” and words of similar import shall be deemed to be followed by “without limitation”.

     Certain terms used principally in Article Six are defined in that Article.

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

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

     “Authenticating Agent” means any Person authorized by the Trustee to authenticate Securities of any series under Section 614.

     “Authorized Newspaper” means a newspaper of general circulation in the relevant area, printed in the English language and customarily published on each Business Day, whether or not published on Saturdays, Sundays or holidays.

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

     “Blockage Notice” has the meaning specified in Section 1203.

     “Board of Directors” means either the board of directors of the Company or any duly authorized committee of that board or any committee of officers of the Company acting pursuant to authority granted by the board of directors of the Company or any committee of such board.

     “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

     “Business Day” means, with respect to any series of Securities, each day which is neither a Saturday, Sunday or other day on which banking institutions and trust companies in the pertinent Place or Places or the City of New York of Payment are authorized or required by law or executive order to be closed.

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

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

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

     “Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office at the date hereof is located at 452 Fifth Avenue, New York, New York 10018.

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

     “Discharged” has the meaning specified in Section 403.

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

     “Defaulted Interest” has the meaning specified in Section 307.

     “Depositary” means, unless otherwise specified by the Company pursuant to either Section 204 or 301, with respect to Securities of any series issuable or issued as a Global Security, The Depository Trust Company, New York, New York, or any successor thereto registered as a clearing agency under the Securities Exchange Act of 1934 or other applicable statute or regulation.

     “Event of Default” has the meaning specified in Section 501.

     “Global Security”, when used with respect to any series of Securities issued hereunder, means a Security which is executed by the Company and authenticated and delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction, all in accordance with this Indenture and an indenture supplemental hereto, if any, or Board Resolution and pursuant to a Company Request, which shall be registered in the name of the Depositary or its nominee and which shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, all of the Outstanding Securities of such series or any portion thereof, in either case having the same terms, including, without limitation, the same original issue date, date or dates on which principal is due, and interest rate or method of determining interest.

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

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     “Indebtedness” of any Person means all indebtedness representing money borrowed which is created, assumed, incurred or guaranteed in any manner by such Person or for which such Person is otherwise responsible or liable (whether by agreement to purchase indebtedness of, or to supply funds to or invest in, others).

     “Indenture” or “this Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of particular series of Securities established as contemplated by Section 301.

     “Interest Payment Date”, when used with respect to any series of Securities, means the Stated Maturity of any installment of interest on those Securities.

     “Judgment Currency” has the meaning specified in Section 114.

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

     “New York Banking Day” has the meaning specified in Section 114.

     “Notice of Default’ has the meaning specified in Section 501.

     “Officer’s Certificate” means a certificate signed by the Chairman of the Board, the Chief Executive Officer, the President, any Vice President or any authorized officer of the Company or a person duly authorized by any of them, and delivered to the Trustee. Whenever this Indenture requires that an Officer’s Certificate be signed also by an engineer or an accountant or other expert, such engineer, accountant or other expert (except as otherwise expressly provided in this Indenture) may be in the employ of the Company, and shall be acceptable to the Trustee.

     “Opinion of Counsel” means a written opinion of counsel, who may (except as otherwise expressly provided in this Indenture) be an employee of or of counsel to the Company. Such counsel shall be reasonably acceptable to the Trustee.

     “Original Issue Discount Security” means (i) any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof, and (ii) any other Security deemed an Original Issue Discount Security for United States Federal income tax purposes.

     “Outstanding”, when used with respect to Securities, or Securities of any series, means, as of the date of determination, all such Securities theretofore authenticated and delivered under this Indenture, except:

     (i) such Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation;

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     (ii) such Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent in trust for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and

     (iii) such Securities in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, or which shall have been paid pursuant to the terms of Section 306 (except with respect to any such Security as to which proof satisfactory to the Trustee is presented that such Security is held by a Person in whose hands, under applicable law, such Security is a legal, valid and binding obligation of the Company).

In determining whether the Holders of the requisite principal amount of such Securities Outstanding have given any request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the principal amount of any Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of the taking of such action upon a declaration of acceleration of the Maturity thereof and (ii) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding. In determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer of the Trustee knows to be owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to act as owner with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor.

     “Paying Agent” means any Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Securities on behalf of the Company.

     “Payment Blockage Period” has the meaning specified in Section 1203.

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

     “Place of Payment” means with respect to any series of Securities issued hereunder, the city or political subdivision so designated in accordance with the provisions of Section 301.

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

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

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

     “Regular Record Date” for the interest payable on any Security on any Interest Payment Date means the date specified in such Security as the Regular Record Date.

     “Repayment Date”, when used with respect to any Security to be repaid, means the date fixed for such repayment by or pursuant to this Indenture.

     “Repayment Price”, when used with respect to any Security to be repaid, means the price at which it is to be repaid by or pursuant to this Indenture.

     “Representative” means any trustee, agent or representative (if any) for an issue of Senior Indebtedness.

     “Required Currency”, when used with respect to any Security, has the meaning set forth in Section 114.

     “Responsible Officer”, when used with respect to the Trustee, means the chairman or vice-chairman of the board of directors, the chairman or vice-chairman of the executive committee of the board of directors, the president, any vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier, any senior trust officer or trust officer, the controller and any assistant controller or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

     “Security” or “Securities” means any note or notes, bond or bonds, debenture or debentures, or any other evidences of indebtedness, of any series authenticated and delivered from time to time under this Indenture.

     “Security Register” shall have the meaning specified in Section 305.

     “Security Registrar” means the Person who keeps the Security Register specified in Section 305.

     “Senior Indebtedness” means the principal of, premium, if any, and interest on, (i) all the Company’s other indebtedness for money borrowed, other than the Securities, whether outstanding on the date of execution of this Indenture or thereafter created, assumed or incurred, except such indebtedness as is by its terms expressly stated to be not superior in right of payment to the Securities or to rank pari passu with the Securities and (ii) any deferrals, renewals or extensions of any such Senior Indebtedness; provided, however, that Senior Indebtedness shall not include (1) any obligation of the Company to any Subsidiary, (2) any liability for Federal, state, local or other taxes owed or owing by the Company, (3) any accounts payable or other

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liability to trade creditors arising in the ordinary course of business (including guarantees thereof or instruments evidencing such liabilities), (4) any indebtedness, guarantee or obligation of the Company which is expressly subordinate or junior in right of payment in any respect to any other indebtedness, guarantee or obligation of the Company, including any senior subordinated Indebtedness and any other subordinated obligations, (5) any obligations with respect to any capital stock, or (6) any Indebtedness incurred in violation of this Indenture. The term “indebtedness for money borrowed” as used herein shall include, without limitation, any obligation of, or any obligation guaranteed by, the Company for the repayment of borrowed money, whether or not evidenced by bonds, debentures, notes or other written instruments, and any deferred obligation for the payment of the purchase price of property or assets.

     “Special Record Date” for the payment of any Defaulted Interest (as defined in Section 307) means a date fixed by the Trustee with respect to such series pursuant to Section 307.

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

     “Subsidiary” means a Person, the majority of the outstanding Voting Stock of which is owned, directly or indirectly, by the Company or one or more Subsidiaries.

     “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, as in force at the date as of which this instrument was executed except as provided in Section 905.

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

     “Vice President” when used with respect to the Company or the Trustee means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president”, including, without limitation, an assistant vice president.

     “Voting Stock”, as applied to the stock of any Person, means stock of any class or classes (however designated) having by the terms thereof ordinary voting power to elect a majority of the members of the board of directors (or other governing body) of such Person other than stock having such power only by reason of the happening of a contingency.

     Section 102. Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any (including any covenants compliance with which constitutes a condition precedent), provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any (including any covenants compliance with which constitutes a condition precedent), have been complied with, except that in the case of any such application or request as to which the

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furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

     Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than annual statements of compliance provided pursuant to Section 1004) shall include:

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

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

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

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

     Section 103. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons may certify or give an opinion as to the other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

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

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

     Section 104. Acts of Holders.

          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders or Holders of any series may be embodied in and evidenced by one or more instruments of substantially similar tenor

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signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee, and, where it is hereby expressly required, to the Company. If any Securities are denominated in coin or currency other than that of the United States, then for the purposes of determining whether the Holders of the requisite principal amount of Securities have taken any action as herein described, the principal amount of such Securities shall be deemed to be that amount of United States dollars that could be obtained for such principal amount on the basis of the spot rate of exchange into United States dollars for the currency in which such securities are denominated (as evidenced to the Trustee by an Officer’s Certificate) as of the date the taking of such action by the Holders of such requisite principal amount is evidenced to the Trustee as provided in the immediately preceding sentence. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.

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

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

          (d) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option, by Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action may be given before or after the record date, but only the Holders of record at the close of business on the record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Securities Outstanding have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the Securities Outstanding shall be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date, and that no such authorization, agreement or consent may be amended, withdrawn or revoked once given by a Holder, unless the Company shall provide for

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such amendment, withdrawal or revocation in conjunction with such solicitation of authorizations, agreements or consents or unless and to the extent required by applicable law.

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

     Section 105. Notices, etc. to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

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

     (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided or, in the case of a request for repayment, as specified in the Security carrying the right to repayment) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument, Attention: Treasurer, or at any other address previously furnished in writing to the Trustee by the Company.

     Section 106. Notices to Holders: Waiver. Where this Indenture or any Security provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein or in such Security expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his or its address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture or any Security provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

     In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or otherwise, or by reason of the suspension of publication of any Authorized Newspaper, it shall be impractical to mail notice of any event to any Holder or to make publication of any notice in an Authorized Newspaper, each as required by this Indenture, then any method of notification as shall be satisfactory to the Trustee and the Company shall be deemed to be a sufficient giving of such notice.

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     Section 107. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision which is required or deemed to be include in this Indenture by any provision of the Trust Indenture Act, such required or deemed provision shall control.

     Section 108. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

     Section 109. Successors and Assigns. All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

     Section 110. Separability Clause. In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

     Section 111. Benefits of Indenture. Nothing in this Indenture or in any Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any Authenticating Agent or Paying Agent, the Security Registrar and the Holders of Securities (or such of them as may be affected thereby), any benefit or any legal or equitable right, remedy or claim under this Indenture.

     Section 112. Governing Law. This Indenture and each Security shall be construed in accordance with and governed by the laws of the State of New York.

     Section 113. Counterparts. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

     Section 114. Judgment Currency. The Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the principal of, or premium or interest, if any, on the Securities of any series from the currency in which such sum is stated to be payable (the “Required Currency”) into the currency in which such judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Required Currency could be purchased in the City of New York with the Judgment Currency on the New York Banking Day preceding that on which a final unappealable judgment is obtained and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a legal holiday in the City of New York or a day on which

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banking institutions in the city of New York are authorized or required by law or executive order to close.

     Section 115. Incorporators, Stockholders, Officers and Directors of the Company Exempt from Individual Liability. No recourse under or upon any obligation, covenant or agreement of or contained in this Indenture or of or contained in any Security, or for any claim based thereon or otherwise in respect thereof, or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the company or any successor Person, either directly or through the Company or any successor Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a part of the consideration for, the execution of this Indenture and the issue of the Securities.

ARTICLE TWO

SECURITY FORMS

     Section 201. Forms Generally. The Securities of each series shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon, as may be required to comply with applicable laws or regulations or with the rules of any securities exchange, or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities (but which do not affect the rights, duties or responsibilities of the Trustee). Any portion of the text of any Security may be set forth on the reverse or on additional pages thereof, with an appropriate reference thereto on the face of the Security.

     The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities, subject, with respect to the Securities of any series, to the rules of any securities exchange on which such Securities are listed.

     Section 202. Forms of Securities. Each Security shall be in one of the forms approved from time to time by or pursuant to a Board Resolution, or established in one or more indentures supplemental hereto. Prior to the delivery of a Security to the Trustee for authentication in any form approved by or pursuant to a Board Resolution, the Company shall deliver to the Trustee the Board Resolution by or pursuant to which such form of Security has been approved, which Board Resolution shall have attached thereto a true and correct copy of the form of Security which has been approved thereby or, if a Board Resolution authorizes a specific officer or officers to approve a form of Security, a certificate of such officer or officers approving the form of Security attached thereto. Any form of Security approved by or pursuant to a Board Resolution must be acceptable as to form to the Trustee, such acceptance to be evidenced by the Trustee’s authentication of Securities in that form.

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     Section 203. Form of Trustee’s Certificate of Authentication. The form of Trustee’s Certificate of Authentication for any Security issued pursuant to this Indenture shall be substantially as follows:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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

____________________________________________ as Trustee,
By:
	Authorized Officer

     Section 204. Securities Issuable in the Form of a Global Security.

          (a) If the Company shall establish pursuant to Sections 202 and 301 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee or its agent shall, in accordance with Section 303 and the Company Order delivered to the Trustee or its agent pursuant to such Section 303, authenticate and deliver, such Global Security or Global Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, the Outstanding Securities of such series to be represented by such Global Security or Global Securities, or such portion thereof as the Company shall specify in a Company Order, (ii) shall be registered in the name of the Depositary for such Global Security or Global Securities or its nominee, (iii) shall be delivered by the Trustee or its agent to the Depositary or pursuant to the Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: “Unless this certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of the nominee of the Depositary or in such other name as is requested by an authorized representative of the Depositary (and any payment is made to the nominee of the Depositary or to such other entity as is requested by an authorized representative of the Depositary), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, the nominee of the Depositary, has an interest herein.”

          (b) Notwithstanding any other provision of this Section 204 or of Section 305, and subject to the provisions of paragraph (c) below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 305, only to a nominee of the Depositary for such Global Security, or to the Depositary, or a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary.

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          (c) (i) If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Securities Exchange Act of 1934 or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such series. If a successor Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, or if at any time there shall have occurred and be continuing an Event of Default under this Indenture with respect to the Securities of such series, the Company will execute, and the Trustee or its agent, upon receipt of a Company Request for the authentication and delivery of individual Securities of such series in exchange for such Global Security, will authenticate and deliver, individual Securities of such series of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security.

     (ii) The Company may at any time and in its sole discretion determine that the Securities of any series or portion thereof issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of individual Securities of such series in exchange in whole or in part for such Global Security, will authenticate and deliver individual Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Securities representing such series or portion thereof in exchange for such Global Security or Securities.

     (iii) If specified by the Company pursuant to Sections 202 and 301 with respect to Securities of any series issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for individual Securities of such series of like tenor and terms in definitive form on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee or its agent shall authenticate and deliver, (1) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and of any authorized denomination as requested by such Person in an aggregate principal amount equal to and in exchange for such Person’s beneficial interest as specified by such Depositary in such Global Security; and (2) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof.

     (iv) In any exchange provided for in any of the preceding three paragraphs, the Company will execute and the Trustee or its agent will authenticate and deliver individual Securities in definitive registered form in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for individual Securities, such Global Security shall be cancelled by the Trustee or its agent. Except as provided in the preceding paragraph,

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Securities issued in exchange for a Global Security pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or the Security Registrar. The Trustee or the Security Registrar shall deliver at its Corporate Trust Office such Securities to the Persons in whose names such Securities are so registered.

ARTICLE THREE

THE SECURITIES

     Section 301. General Title, General Limitations; Issuable in Series: Terms of Particular Series. The aggregate principal amount of Securities which may be authenticated and delivered and Outstanding under this Indenture is not limited.

     The Securities may be issued in one or more series up to an aggregate principal amount of Securities as from time to time may be authorized by the Board of Directors. All Securities of each series under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof with respect to such series without preference, priority or distinction on account of the actual time of the authentication and delivery or Stated Maturity of the Securities of such series.

     Each series of Securities shall be created either by or pursuant to a Board Resolution or by an indenture supplemental hereto. The Securities of each such series may bear such date or dates, be payable at such place or places, have such Maturity or Maturities, be issuable at such premium over or discount from their face value, bear interest at such rate or rates, from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Securities registered as such on such Regular Record Dates, or to such other Persons, or may bear no interest, and may be redeemable or repayable at such Redemption Price or Redemption Prices or Repayment Price or Repayment Prices and on such Redemption Dates or Repayment Dates, as the case may be, whether at the option of the Holder or the Company, and upon such terms, all as shall be provided for in or pursuant to the Board Resolution, or in the supplemental indenture creating that series. There may also be established in or pursuant to a Board Resolution or in a supplemental indenture prior to the issuance of Securities of each such series, provision for:

     (1) the form and title of Securities of the series (which shall distinguish the Securities of the series from all other series of Securities) and whether such Securities are senior or subordinate;

     (2) the exchange or conversion of the Securities of that series, at the option of the Holders thereof or the Company, for or into new Securities of a different series or other securities including shares of capital stock of the Company or any subsidiary of the Company and securities directly or indirectly convertible into or exchangeable for any such shares;

     (3) a sinking or purchase fund or other analogous obligation;

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     (4) if other than U.S. dollars, the currency or currencies or units based on or related to currencies in which the Securities of such series shall be denominated and in which payments of principal of, and any premium and interest on, such Securities shall or may be payable;

     (5) if the principal of (and premium, if any) or interest, if any, on the Securities of such series are to be payable, at the election of the Company or a Holder thereof, in a currency or currencies or units based on or related to currencies other than that in which the Securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made;

     (6) if the amount of payments of principal of (and premium, if any) or interest, if any, on the Securities of such series may be determined with reference to an index based on a currency or currencies or units based on or related to currencies other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;

     (7) a limitation on the aggregate principal amount of the Securities of that series;

     (8) the exchange of Securities of that series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;

     (9) the appointment by the Trustee of an Authenticating Agent in one or more places other than the location of the office of the Trustee with power to act on behalf of the Trustee and subject to its direction in the authentication and delivery of the Securities of any one or more series in connection with such transactions as shall be specified in the provisions of this Indenture or in or pursuant to the Board Resolution or the supplemental indenture creating such series;

     (10) the portion of the principal amount of Securities of the series, if other than the total principal amount thereof, which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502 or provable in bankruptcy pursuant to Section 504;

     (11) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or other changes to the Events of Default set forth herein that shall be applicable to the Securities of such series;

     (12) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article Ten or any definitions relating to such Article that shall be applicable to the Securities of such series (including a provision making any Section of such Article inapplicable to the Securities of such series);

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     (13) if Section 403 of this Indenture shall not be applicable to the Securities of such series and if Section 403 shall be applicable to any covenant or Event of Default established in or pursuant to a Board Resolution or in a supplemental indenture as described above that has not already been established herein;

     (14) if the Securities of such series shall be issued in whole or in part in the form of a Global Security or Global Securities, the terms and conditions, if any, upon which such Global Security or Global Securities may be exchanged in whole or in part for other individual Securities; and the Depositary for such Global Security or Global Securities (if other than the Depositary specified in Section 101 hereof); and

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

all upon such terms as may be determined in or pursuant to a Board Resolution or in a supplemental indenture with respect to such series. All Securities of the same series shall be substantially identical in tenor and effect except as to denomination and except if issued pursuant to Section 311. Not all Securities of any series need be issued at the same time, and unless otherwise provided, a series may be reopened for additional Securities of such series.

     The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in or pursuant to the Board Resolution or in the supplemental indenture creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner, reasonably satisfactory to the Trustee, as the Board of Directors may determine.

     Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issued in registered form, without coupons.

     Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.

     Section 302. Denominations. The Securities of each series shall be issuable in such denominations and currency as shall be provided in the provisions of this Indenture or in or pursuant to the Board Resolution or the supplemental indenture creating such series. In the absence of any such provisions with respect to the Securities of any series, the Securities of that series shall be issuable only in fully registered form in denominations of $1,000 and any integral multiple thereof.

     Section 303. Execution, Authentication and Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its Chief Financial Officer, its President, one of its Vice Presidents, its Treasurer or its Controller and it need not be attested. The signature of any of these officers on the Securities may be manual or facsimile.

     Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such

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individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such securities.

     At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication; and the Trustee shall, upon Company Order, authenticate and deliver such Securities as in this Indenture is provided and not otherwise.

     Prior to any such authentication and delivery, the Trustee shall be entitled to receive, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Trustee pursuant to Section 102, and the Board Resolution and any certificate relating to the issuance of the series of Securities required to be furnished pursuant to Section 202, an Opinion of Counsel stating that:

     (1) all instruments furnished to the Trustee conform to the requirements of the Indenture and constitute sufficient authority hereunder for the Trustee to authenticate and deliver such Securities;

     (2) the form and terms of such Securities have been established in conformity with the provisions of this Indenture;

     (3) all laws and governmental requirements with respect to the execution and delivery by the Company of such Securities have been complied with, all conditions precedent under this Indenture to the authentication and delivery of such Securities have been complied with, the Company has the corporate power to issue such Securities and such Securities have been duly authorized and delivered by the Company and, assuming due authentication and delivery by the Trustee, constitute legal, valid and binding obligations of the Company enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Securities, if any, of such series Outstanding;

     (4) the Indenture is qualified under the Trust Indenture Act; and

     (5) such other matters as the Trustee may reasonably request;

and, if the authentication and delivery relates to a new series of Securities created by an indenture supplemental hereto, also stating that all laws and requirements with respect to the form and execution by the Company of the supplemental indenture with respect to that series of Securities have been complied with, the Company has corporate power to execute and deliver any such supplemental indenture and has taken all necessary corporate action for those purposes and any such supplemental indenture has been duly executed and delivered and constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in

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equity) and, if the authentication and delivery relates to Securities of a series issued pursuant to Section 311, paragraphs (2) and (3) of the foregoing opinion shall read as follows:

     ”(2) the form of such Securities and the procedures for determining the terms of such Securities as set forth in the procedures relating thereto referred to in Section 311 have been established in conformity with the provisions of this Indenture: and

     (3) all laws and governmental requirements with respect to the execution and delivery by the Company of such Securities have been complied with, all conditions precedent under this Indenture to the authentication and delivery of such Securities have been complied with, Company has the corporate power to issue such Securities and such Securities have been duly authorized by the Company and, when duly executed by the Company and completed and authenticated in accordance with the Indenture and issued, delivered and paid for, will have been duly issued under the Indenture and will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Securities, if any, of such series Outstanding.”

     The Trustee shall not be required to authenticate such Securities if (i) the issue thereof will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture (ii) the Trustee, being advised by counsel, determines that such action may not be lawfully taken, or (iii) if the Responsible Officers of the Trustee in good faith determine that such action would expose the Trustee to personal liability.

     Unless otherwise provided in the form of Security for any series, all Securities shall be dated the date of their authentication.

     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

     Section 304. Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and, upon receipt of the documents required by Section 303, together with a Company Order, the Trustee shall authenticate and deliver, temporary Securities for such series which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities of such series in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities.

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

     Section 305. Registration, Transfer and Exchange. The Company shall keep or cause to be kept a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and for registration of transfers of Securities or of Securities of such series. Any such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information contained in such register or registers shall be available for inspection by the Trustee at the office or agency to be maintained by the Company as provided in Section 1002. There shall be only one Security Register per series of Securities.

     Subject to Section 204, upon surrender for transfer of any Security of any series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of such series of any authorized denominations, of a like aggregate principal amount and Maturity and of like tenor and terms.

     Subject to Section 204, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

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

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

     Unless otherwise provided in the Security to be transferred or exchanged, no service charge shall be made for any transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or

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other governmental charge that may be imposed in connection with any transfer or exchange of Securities, other than exchanges pursuant to Section 304 or 906 not involving any transfer.

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

     None of the Company, the Trustee, any agent of the Trustee, any Paying Agent, the Authenticating Agent, or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

     The Company initially appoints the Trustee to act as Security Registrar for the Securities on its behalf. The Company may at any time and from time to time authorize any Person to act as Security Registrar in place of the Trustee with respect to any series of Securities issued under this Indenture.

     Section 306. Mutilated, Destroyed, Lost and Stolen Securities. If (i) any mutilated Security is surrendered to the Trustee, or the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and (ii) there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Security, a new Security of like tenor, series, Maturity and principal amount, bearing a number not contemporaneously Outstanding.

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

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

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

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

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     Section 307. Payment of Interest; Interest Rights Preserved. Unless otherwise provided with respect to such Security pursuant to Section 301, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest.

     Unless otherwise provided with respect to the Securities of any series, payment of interest may be made at the option of the Company by check mailed or delivered to the address of the Person entitled thereto as such address shall appear in the Security Register or by transfer to an account maintained by the payee with a bank located inside the United States.

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

     (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names any of the Securities (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class postage prepaid, to each Holder of Securities of such at his or its address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered on such Special Record Date and shall no longer be payable pursuant to the following Clause (2).

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

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     If any installment of interest the Stated Maturity of which is on or prior to the Redemption Date for any Security called for redemption pursuant to Article Eleven is not paid or duly provided for on or prior to the Redemption Date in accordance with the foregoing provisions of this Section, such interest shall be payable as part of the Redemption Price of such Securities.

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

     Section 308. Persons Deemed Owners. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name any Security is registered in the Security Register as the owner of such Security for the purpose of receiving payment of principal of (and premium, if any), and (subject to Section 307) interest on, such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

     Section 309. Cancellation. All Securities surrendered for payment, redemption, transfer, or exchange or credit against a sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and, if not already cancelled, shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled by the Trustee. No Security shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. Where the Securities are held in global form and to the extent less than all of the Securities are to be cancelled, the Security Registrar’s notation of such cancellation shall be deemed to satisfy any cancellation or obligation herein. The Trustee shall dispose of all cancelled Securities in accordance with its standard procedures and, upon written direction from the Company, deliver a certificate of such disposition to the Company.

     Section 310. Computation of Interest. Unless otherwise provided as contemplated in Section 301 for Securities of any series, interest on the Securities shall be calculated on the basis of a 360-day year of twelve 30-day months.

     Section 311. Medium-Term Securities. Notwithstanding any contrary provision herein, if all Securities of a series are not to be originally issued at one time, it shall not be necessary for the Company to deliver to the Trustee an Officer’s Certificate, Board Resolution, supplemental indenture, Opinion of Counsel or Company Order otherwise required pursuant to Sections 102, 202, 301 and 303 at or prior to the time of authentication of each Security of such series if such documents are delivered to the Trustee or its agent at or prior to the authentication upon original issuance of the first Security of such series to be issued; provided that any subsequent request by the Company to the Trustee to authenticate Securities of such series upon original issuance shall constitute a representation and warranty by the Company that as of the date of such request, the statements made in the Officer’s Certificate or other certificates delivered pursuant to Sections 102, 202 and 303 shall be true and correct as if made on such date.

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     A Company Order, Officer’s Certificate or Board Resolution or supplemental indenture delivered by the Company to the Trustee in the circumstances set forth in the preceding paragraph may provide that Securities which are the subject thereof will be authenticated and delivered by the Trustee or its agent on original issue from time to time in the aggregate principal amount established for such series pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Company Order upon the written order of Persons designated in such Company Order, Officer’s Certificate, supplemental indenture or Board Resolution (any such telephonic or electronic instructions to be promptly confirmed in writing by such Persons) and that such Persons are authorized to determine, consistent with such Company Order, Officer’s Certificate, supplemental indenture or Board Resolution, such terms and conditions of said Securities as are specified in such Company Order, Officer’s Certificate, supplemental indenture or Board Resolution.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

     Section 401. Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to any series of Securities (except as to any surviving rights of conversion or transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such series), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when:

     (1) either

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

     (B) all such Securities of that series not theretofore delivered to the Trustee cancelled or for cancellation

     (i) have become due and payable, or

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

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

and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust an amount in the Required Currency

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sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee cancelled or for cancellation, with respect to principal (and premium, if any) and interest to, but not including, the date of such deposit (in the case of Securities which have become due and payable), or to the Stated Maturity or Redemption Date, as the case may be;

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

     (3) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with.

     Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to that series under Section 607 shall survive and the obligations of the Trustee under Sections 402 and 1003 shall survive.

     Section 402. Application of Trust Money. All money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the series of Securities in respect of which it was deposited and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

ARTICLE FIVE

REMEDIES

     Section 501. Events of Default. “Event of Default”, wherever used herein, means, with respect to any series of Securities, any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), unless such event is either inapplicable to a particular series or it is specifically deleted or modified in or pursuant to the supplemental indenture or Board Resolution creating such series of Securities or in the form of Security for such series:

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

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

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

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

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

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

     Section 502. Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case, unless the principal of all the Securities of such series shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series may declare the principal amount (or, if any of the Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof) of all of the Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable.

     At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if

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

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

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

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

     (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 607;

     and

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

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

     Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if,

     (1) default is made in the payment of any installment of interest on any Security of any series when such interest becomes due and payable, or

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

     (3) default is made in the payment of any sinking or purchase fund or analogous obligation when the same becomes due by the terms of the Securities of any series,

and any such default continues for any period of grace provided with respect to the Securities of such series, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holder of any such Security, the whole amount then due and payable on any such Security for principal (and premium, if any) and interest, with interest, to the extent that payment of such interest shall be legally enforceable, upon the overdue principal (and premium, if any) and upon overdue installments of interest, at such rate or rates as may be prescribed therefor by the terms of any such Security; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 607.

     If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection

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of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Company or any other obligor upon the Securities of such series and collect the money adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated.

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

     Section 504. Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceedings or otherwise,

     (i) to file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 607) and of the Holders allowed in such judicial proceeding, and

     (ii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

and any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Holder to make such payment to the Trustee and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607.

     Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

     Section 505. Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the Securities of any series may be prosecuted and enforced by the Trustee without the possession of any of the Securities of such series or the

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production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee under Section 607, be for the ratable benefit of the Holders of the Securities of the series in respect of which such judgment has been recovered.

     Section 506. Application of Money Collected. Any money collected by the Trustee with respect to a series of Securities pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, upon presentation of the Securities of such series and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

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

     SECOND: Subject to Article Twelve, to the payment of the amounts then due and unpaid upon the Securities of that series for principal (and premium, if any) and interest, in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal (and premium, if any) and interest, respectively.

     Section 507. Limitation on Suits. No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

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

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

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

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

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

it being understood and intended that no one or more Holders of Securities of such series shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities of such series, or to obtain or to seek to obtain priority or preference over any other Holders of Securities

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of such series or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders of all Securities of such series.

     Section 508. Unconditional Right of Holders To Receive Principal, Premium and Interest. Notwithstanding any other provisions in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to Section 307) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption or repayment, on the Redemption Date or Repayment Date, as the case may be) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.

     Section 509. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, the Company, the Trustee and the Holders shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

     Section 510. Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

     Section 511. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Security to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

     Section 512. Control by Holders. The Holders of not less than a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Securities of such series, provided that

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

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

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     Section 513. Waiver of Past Defaults. The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default not theretofore cured

     (1) in the payment of the principal of (or premium, if any) or interest on any Security of such series, or in the payment of any sinking or purchase fund or analogous obligation with respect to the Securities of such series, or

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

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

     Section 514. Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Security by his or its acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders of any series, holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any series to which the suit relates, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Security on or after the respective stated Maturities expressed in such Security (or, in the case of redemption or repayment, on or after the Redemption Date or Repayment Date, as the case may be).

     Section 515. Waiver of Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

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ARTICLE SIX

THE TRUSTEE

     Section 601. Certain Duties and Responsibilities.

          (a) Except during the continuance of an Event of Default with respect to any series of Securities,

     (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

     (2) in the absence of bad faith on its part, the Trustee may, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture.

          (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

          (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

     (1) this subsection shall not be construed to limit the effect of Subsection (a) of this Section;

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

     (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and

     (4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have

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reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

          (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

     Section 602. Notice of Defaults. Within 90 days after the occurrence of any default hereunder with respect to Securities of any series, the Trustee shall transmit by mail to all Holders of such series, as their names and addresses appear in the Security Register, notice of such default hereunder known to the Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest on any Security of such series or in the payment of any sinking or purchase fund installment or analogous obligation with respect to Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the Holders of such series; and provided, further, that in the case of any default of the character specified in Section 501(4) with respect to Securities of such series no such notice to Holders of such series shall be given until at least 90 days after the occurrence thereof. For the purpose of this Section, the term “default”, with respect to Securities of any series, means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series.

     Section 603. Certain Rights of Trustee. Except as otherwise provided in Section 601:

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

          (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

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

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

          (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

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          (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;

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

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

          (i) the Trustee shall be entitled to the rights and protections afforded the Trustee pursuant to this Article 6 in acting as Paying Agent, Authenticating Agent and Security Registrar hereunder.

     Section 604. Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except the certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the Company of Securities or the proceeds thereof.

     Section 605. Trustee May Hold Securities. The Trustee, any Paying Agent, any Authenticating Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Section 608, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Paying Agent, Authenticating Agent, Security Registrar or such other agent.

     Section 606. Money Held in Trust. All moneys in any currency or currencies received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company.

     Section 607. Compensation and Reimbursement. The Company agrees:

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

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

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

     The obligations of the Company under this section shall not be subordinated to the payment of Senior Indebtedness pursuant to Article 12. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities.

     Section 608. Disqualification; Conflicting Interests. The Trustee for the Securities of any series issued hereunder shall be subject to the provisions of Section 310(b) of the Trust Indenture Act during the period of time provided for therein. In determining whether the Trustee has a conflicting interest as defined in Section 310(b) of the Trust Indenture Act with respect to the Securities of any series, there shall be excluded for purposes of the conflicting interest provisions of such Section 310(b) the Securities of every other series issued under this Indenture. Nothing herein shall prevent the Trustee from filing with the Commission the application referred to in the second to last paragraph of Section 310(b) of the Trust Indenture Act.

     Section 609. Corporate Trustee Required Eligibility. There shall at all times be a Trustee hereunder with respect to each series of Securities, which shall be a Person organized and doing business under the laws of the United States of America or of any State of the United States of America, authorized under such laws to exercise corporate trust powers and subject to supervision or examination by Federal or State authority, in either case having a combined capital and surplus of at least $150,000. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Neither the Company nor any Person directly or indirectly controlling, controlled by, or under common control with the Company shall serve as Trustee for the Securities of any series issued hereunder. If at any time the Trustee with respect to any series of Securities shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in Section 610.

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     Section 610. Resignation and Removal; Appointment of Successor.

          (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 611.

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

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

          (d) If at any time:

     (1) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 608 with respect to any series of Securities after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security of that series for at least 6 months, or

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

     (3) the Trustee shall become incapable of acting with respect to any series of Securities, or

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

then, in any such case, (i) the Company by a Board Resolution may remove the Trustee, with respect to the series, or in the case of Clause (4), with respect to all series, or (ii) subject to Section 514, any Holder who has been a bona fide Holder of a Security of such series for at least 6 months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee with respect to the series, or, in the case of Clause (4), with respect to all series.

          (e) If the Trustee shall resign, be removed or become incapable of acting with respect to any series of Securities, or if a vacancy shall occur in the office of the Trustee with respect to any series of Securities for any cause, the Company, by a Board Resolution, shall promptly appoint a successor Trustee for that series of Securities (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of

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any particular series). If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee with respect to such series and supersede the successor Trustee appointed by the Company with respect to such series. If no successor Trustee with respect to such series shall have been so appointed by the Company or the Holders of such series and accepted appointment in the manner hereinafter provided, subject to Section 514, any Holder who has been a bona fide Holder of a Security of that series for at least 6 months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to such series.

          (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each appointment of a successor Trustee with respect to any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities of that series as their names and addresses appear in the Security Register. Each notice shall include the name of the successor Trustee and the address of its principal Corporate Trust Office.

     Section 611. Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Company and to the predecessor Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the predecessor Trustee shall become effective with respect to any series as to which it is resigning or being removed as Trustee, and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the predecessor Trustee with respect to any such series; but, on request of the Company or the successor Trustee, such predecessor Trustee shall, upon payment of all amounts owed to it, if any, execute and deliver an instrument transferring to such successor Trustee all the rights, powers, trusts and duties of the predecessor Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such predecessor Trustee hereunder with respect to all or any such series, subject nevertheless to its lien, if any, provided for in Section 607. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers, trusts and duties.

     In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the predecessor Trustee and each successor Trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which (i) shall contain such provisions as shall be necessary or desirable to transfer and confirm to and vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (ii) if the retiring Trustee is not retiring with respect to all securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Trustee with respect to the Securities of any series as to which the predecessor Trustee is not being succeeded shall continue to be vested in the predecessor Trustee, and (iii) shall add to or change any of the

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provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co- trustees of the same trust and that each such Trustee shall be Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee.

     No successor Trustee with respect to any series of Securities shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible with respect to that series under this Article, to the extent operative.

     Section 612. Merger, Conversion, Consolidation or Succession to Business. Any Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided Person shall be otherwise qualified and eligible under this Article to the extent operative, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.

     Section 613. Preferential Collection of Claims Against Company. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of Section 311 of the Trust Indenture Act.

     Section 614. Appointment of Authenticating Agent. At any time when any of the Securities of any series remain Outstanding the Trustee, may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities of each series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of any series by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent for such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a Person organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $10,000,000 and, if other than the Company itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of

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this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.

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

     An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and, if other than the Company, to the Company. The Trustee for any series may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and, if other than the Company, to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series, may appoint a successor Authenticating Agent for such series which shall be acceptable to the Company and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of such series, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

     The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation, including reimbursement of its reasonable expenses, for its services under this Section.

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

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

as Trustee,
By:
	As Authenticating Agent
By:
	Authorized Officer

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ARTICLE SEVEN

HOLDERS’ LISTS AND REPORTS
BY TRUSTEE AND COMPANY

     Section 701. Company To Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee:

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

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

provided no such list need be furnished if the Trustee shall be the Security Registrar for such series.

     Section 702. Preservation of Information; Communications to Holders.

          (a) The Trustee shall preserve, with respect to each series of Securities, in as current a form as is reasonably practicable, the names and addresses of Holders of Securities contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders of Securities received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished.

          (b) If 3 or more Holders of Securities of any series (hereinafter referred to as “applicants”) apply in writing to the Trustee, and furnish to the Trustee reasonable proof that each such applicant has owned a Security of such series for a period of at least 6 months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Securities of such series (in which the applicants must all hold Securities of such series) or with the Holders of all Securities with respect to their rights under this Indenture or under such Securities and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Trustee shall, within 5 Business Days after the receipt of such application, at its election, either:

     (i) afford such applicants access to the information preserved at the time by the Trustee in accordance with Section 702(a), or

     (ii) inform such applicants as to the approximate number of Holders of Securities of such series or all Securities, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee in accordance with Section 702(a), and as to the approximate cost of mailing to such Holders the form of proxy or other communication, if any, specified in such application.

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     If the Trustee shall elect not to afford such applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to each Holder of a Security of such series or to all Holders, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee in accordance with Section 702(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within 5 days after such tender, the Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the Holders of Securities of such series or all Holders, as the case may be, or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Trustee shall mail copies of such material to all Holders of such series or all Holders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or duty to such applicants respecting their application.

          (c) Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Securities in accordance with Section 702(b), regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 702(b).

     Section 703. Reports by Trustee.

          (a) Within 60 days after May 15 in each year, beginning in [ ], the Trustee shall transmit by mail to all Holders, as their names and addresses appear in the Security Register, a brief report dated as of such May 15, in accordance with and to the extent required under Section 313 of the Trust Indenture Act.

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

     Section 704. Reports by Company. The Company will:

     (1) file with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or, if the Company is not required to file

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information, documents or reports pursuant to either of said Sections, then it will file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934 in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;

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

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

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

     Section 801. Company May Consolidate, etc., only on Certain Terms. The Company shall not consolidate with or merge into any other Person or sell, lease or transfer its properties and assets as, or substantially as, an entirety to, any Person, unless:

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

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

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

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     Section 802. Successor Substituted. Upon any consolidation of the Company with, or merger of the Company into, any other Person or any sale, transfer or lease of the properties and assets of the Company as, or substantially as, an entirety in accordance with Section 801, the successor Person formed by such consolidation or into which the Company is merged or to which such sale, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named originally as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

     Section 901. Supplemental Indentures Without Consent of Holders. Without the consent of the Holders of any Securities, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, to amend the Indenture or any or all series of Securities for any of the following purposes:

     (1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities contained; or

     (2) to add to the covenants of the Company, or to surrender any right or power herein conferred upon the Company, for the benefit of the Holders of the Securities of any or all series (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or

     (3) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture that shall not be inconsistent with the provisions of this Indenture, provided that such other provisions shall not adversely affect the interest of the Holders of such series of Securities; or

     (4) to modify, eliminate or add to this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar statute hereafter enacted and to add this Indenture such provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar federal statute hereafter enacted; or

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     (5) to establish any form of Security, as provided in Article Two, and to provide for the issuance of any series of Securities as provided in Article Three and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or

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

     (7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or

     (8) to provide for the issuance of Securities in coupon as well as fully registered form.

     Section 902. Supplemental Indentures with Consent of Holders. With the consent of the Holders of a majority in principal amount of the Outstanding Securities of all series affected by such supplemental indenture (all series affected voting together as one class) or, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:

     (1) change the Maturity of the principal of, or the Stated Maturity of any premium on, or any installment of principal or of interest on, any Security, or reduce the principal amount thereof or the interest or any premium thereon, or change the method of computing the amount of principal thereof or interest thereon on any date or change any Place of Payment where, or the coin or currency in which, any such Security or any premium or interest thereon is payable, or change the coin or currency in which any such Security is denominated, or impair the right to institute suit for the enforcement of any such payment on or after the Maturity or the Stated Maturity, as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be); or

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

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     (3) modify any of the provisions of this Section or Section 513, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby.

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

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

     Section 903. Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

     Section 904. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities of any series affected thereby theretofore or thereafter authenticated and delivered hereunder shall be bound thereby to the extent provided therein.

     Section 905. Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect.

     Section 906. Reference in Securities to Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee for such series, bear a notation in form approved by the Trustee for such series as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee for such series and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee for such series in exchange for Outstanding Securities of any series.

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ARTICLE TEN

COVENANTS

     Section 1001. Payment of Principal, Premium and Interest. With respect to each series of Securities, the Company will duly and punctually pay the principal of (and premium, if any) and interest on such Securities in accordance with their terms and this Indenture.

     Section 1002. Maintenance of Office or Agency. With respect to each series of Securities, the Company will maintain an office or agency in each Place of Payment where Securities may be presented or surrendered for payment, where Securities may be surrendered for transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company initially appoints the Trustee as its office or agency for each of said purposes. The Company will give prompt written notice to the Trustee of the location, and of any change in the location, of such office or agency. If at any time the Company shall fail to maintain such office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the principal Corporate Trust office of the Trustee, Attention: Corporate Trust Department, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands.

     Section 1003. Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent for any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly notify the Trustee of its action or failure so to act.

     Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of such series, deposit with any such Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

     The Company will cause each Paying Agent other than the Trustee for any series of Securities to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:

     (1) hold all sums held by it for the payment of principal of (and premium, if any) or interest on Securities of such series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

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     (2) give the Trustee notice of any default by the Company (or any other obligor upon the Securities of such series) in the making of any such payment of principal (and premium, if any) or interest on the Securities of such series; and

     (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

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

     Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest on any Security of any series and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease. The Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper in each Place of Payment, or mail to the Holders of the Securities for which the money to be repaid was held in trust, as their names and addresses appear in the Security Register, or both, a notice that such moneys remain unclaimed and that, after a date specified in the notice, which shall not be less than 30 days from the date of such publication or mailing, any unclaimed balance of such moneys then remaining will be paid to the Company free of the trust formerly impressed upon it.

     The Company initially authorizes the Trustee to act as Paying Agent for the Securities on its behalf. The Company may at any time and from time to time authorize one or more Persons to act as Paying Agent in addition to or in place of the Trustee with respect to any series of Securities issued under this Indenture.

     Section 1004. Statement as to Compliance. The Company will deliver to the Trustee, within 150 days after the end of each fiscal year, a written statement signed by the principal executive officer, principal financial officer or principal accounting officer of the Company stating that:

     (1) a review of the activities of the Company during such year and of its performance under this Indenture and under the terms of the Securities has been made under his supervision; and

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     (2) to the best of his knowledge, based on such review, the Company has fulfilled all its obligations under this Indenture and has complied with all conditions and covenants on its part contained in this Indenture through such year, or, if there has been a default in the fulfillment of any such obligation, covenant or condition, specifying each such default known to him and the nature and status thereof.

     For the purpose of this Section 1004, default and compliance shall be determined without regard to any grace period or requirement of notice provided pursuant to the terms of this Indenture.

     Section 1005. Legal Existence. Subject to Article Eight the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

     Section 1101. Applicability of Article. The Company may reserve the right to redeem and pay before Stated Maturity all or any part of the Securities of any series, either by optional redemption, sinking or purchase fund or analogous obligation or otherwise, by provision therefor in the form of Security for such series established and approved pursuant to Section 202 and on such terms as are specified in such form or in the indenture supplemental hereto with respect to Securities of such series as provided in Section 301. Redemption of Securities of any series shall be made in accordance with the terms of such Securities and, to the extent that this Article does not conflict with such terms, the succeeding Sections of this Article; provided, however, that the rights, duties and obligations of the Trustee shall be controlled by the terms of this Article.

     Section 1102. Election To Redeem; Notice to Trustee. The election of the Company to redeem any Securities redeemable at the election of the Company shall be evidenced by, or pursuant to authority granted by, a Board Resolution. In case of any redemption at the election of the Company of less than all of the Securities of any series, the Company shall, at least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities of such series and the Securities of like tenor and terms of any series to be redeemed.

     In the case of any redemption of Securities (i) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, or (ii) pursuant to an election of the Company which is subject to a condition specified in the terms of such Securities, the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance with such restriction or condition.

     Section 1103. Selection by Trustee of Securities To Be Redeemed. If less than all the Securities of any series are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee from the Outstanding Securities of such series, by such method as the Trustee shall deem fair and appropriate and which may include provision for the selection for redemption of portions of the principal of Securities of such series of a denomination larger than the minimum authorized

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denomination for Securities of that series. Unless otherwise provided in the terms of a particular series of Securities, the portions of the principal of Securities so selected for partial redemption shall be equal to the minimum authorized denomination of the Securities of such series, or an integral multiple thereof, and the principal amount which remains Outstanding shall not be less than the minimum authorized denomination for Securities of such series. If less than all the Securities of unlike tenor and terms of any series are to be redeemed, the particular Securities to be redeemed shall be selected by the Company.

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

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

     Section 1104. Notice of Redemption. Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his or its address appearing in the Security Register.

     All notices of redemption shall state:

     (1) the Redemption Date;

     (2) the Redemption Price;

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

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

     (5) the place where such Securities are to be surrendered for payment of the Redemption Price, which shall be the office or agency of the Company in the Place of Payment; and

     (6) that the redemption is on account of a sinking or purchase fund, or other analogous obligation, if that is the case.

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

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     Section 1105. Deposit of Redemption Price. Prior to any Redemption Date, the Company shall deposit with the applicable Trustee or with the applicable Paying Agent (or, if the Company is acting as its own Paying Agent for the applicable series of Securities, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of all the Securities which are to be redeemed on that date.

     Section 1106. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified and from and after such Redemption Date (unless the Company shall default in the payment of the Redemption Price) such Securities shall cease to bear interest. Upon surrender of such Securities for redemption in accordance with such notice of redemption, such Securities shall be paid by the Company at the Redemption Price. Unless otherwise provided with respect to such Securities pursuant to Section 301, installments of interest the Maturity of which is on or prior to the Redemption Date shall be payable to the Holders of such Securities registered as such on the relevant Regular Record Dates according to their terms and the provisions of Section 307.

     If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from, and including, the Redemption Date to, but excluding, the date on which such Security shall be paid at the rate borne by the Security, or as otherwise provided in such Security.

     Section 1107. Securities Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at the office or agency of the Company in the Place of Payment with respect to that series (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his or its attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and Maturity and of like tenor and terms, of any authorized denomination as requested by such Holder in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.

     Section 1108. Provisions with Respect to any Sinking Funds. Unless the form or terms of any series of Securities shall provide otherwise, in lieu of making all or any part of any mandatory sinking fund payment with respect to such series of Securities in cash, the Company may at its option (1) deliver to the Trustee for cancellation any Securities of such series theretofore acquired by the Company, or (2) receive credit for any Securities of such series (not previously so credited) acquired by the Company (including by way of optional redemption (pursuant to the sinking fund or otherwise) but not by way of mandatory sinking fund redemption) and theretofore delivered to the Trustee for cancellation, and if it does so then (i) Securities so delivered or credited shall be credited at the applicable sinking fund Redemption Price with respect to Securities of such series, and (ii) on or before the 60th day next preceding each sinking fund Redemption Date with respect to such series of Securities, the Company will deliver to the Trustee (A) an Officer’s Certificate specifying the portions of such sinking fund payment to be satisfied by payment of cash and by delivery or credit of Securities of such series acquired by the Company, and (B) such Securities, to the extent not previously surrendered.

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Such Officer’s Certificate shall also state the basis for such credit and that the Securities for which the Company elects to receive credit have not been previously so credited and were not acquired by the Company through operation of the mandatory sinking fund, if any, provided with respect to such Securities and shall also state that no Event of Default with respect to Securities of such series has occurred and is continuing. All Securities so delivered to the Trustee shall be cancelled by the Trustee and no Securities shall be authenticated in lieu thereof.

     If the sinking fund payment or payments (mandatory or optional) with respect to any series of Securities made in cash plus any unused balance of any preceding sinking fund payments with respect to Securities of such series made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request), unless otherwise provided by the terms of such series of Securities, that cash shall be applied by the Trustee on the sinking fund Redemption Date with respect to Securities of such series next following the date of such payment to the redemption of Securities of such series at the applicable sinking fund Redemption Price with respect to Securities of such series, together with accrued interest, if any, to the date fixed for redemption, with the effect provided in Section 1106. The Trustee shall select, in the manner provided in Section 1103, for redemption on such sinking fund Redemption Date a sufficient principal amount of Securities of such series to utilize that cash and shall thereupon cause notice of redemption of the Securities of such series to be given in the manner provided in Section 1104 (and with the effect provided in Section 1106) for the redemption of Securities in part at the option of the Company. Any sinking fund moneys not so applied or allocated by the Trustee to the redemption of Securities of such series shall be added to the next cash sinking fund payment with respect to Securities of such series received by the Trustee and, together with such payment, shall be applied in accordance with the provisions of this Section 1108. Any and all sinking fund moneys with respect to Securities of any series held by the Trustee at the Maturity of Securities of such series, and not held for the payment or redemption of particular Securities of such series, shall be applied by the Trustee, together with other moneys, if necessary, to be deposited sufficient for the purpose, to the payment of the principal of the Securities of such series at Maturity.

     On or before each sinking fund Redemption Date provided with respect to Securities of any series, the Company shall pay to the Trustee in cash a sum equal to all accrued interest, if any, to the date fixed for redemption on Securities to be redeemed on such sinking fund Redemption date pursuant to this Section 1108.

ARTICLE TWELVE

SUBORDINATION

     Section 1201. Agreement To Subordinate. The Company covenants and agrees, and each Holder by accepting a Security covenants and agrees, that the indebtedness evidenced by the Securities is subordinated in right of payment, to the extent and in the manner provided in this Article Twelve, to the prior payment of all Senior Indebtedness, and that such subordination is for the benefit of and enforceable by the holders of Senior Indebtedness. Only indebtedness of the Company which is Senior Indebtedness shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article Twelve shall be subject to Section 1212.

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     Section 1202. Liquidation, Dissolution, Bankruptcy. Upon any payment or distribution of the assets of the Company to creditors upon a total or partial liquidation or a total or partial dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its respective properties: (1) holders of Senior Indebtedness shall be entitled to receive payment in full of the Senior Indebtedness before the Holders of Securities shall be entitled to receive any payment of principal of or interest on or other amounts with respect to the Securities; and (2) until the Senior Indebtedness is paid in full, any distribution to which the Holders of Securities would be entitled but for this Article Twelve shall be made to holders of Senior Indebtedness as their interests may appear, except that Holders of Securities may receive shares of stock and any debt securities that are subordinated to Senior Indebtedness to at least the same extent as the Securities and do not provide for the payment of principal prior to the Stated Maturity of all Senior Indebtedness.

     Section 1203. Default on Senior Indebtedness. The Company may not pay the principal of or interest on or other amounts with respect to the Securities, make any deposit pursuant to Section 1003 or repurchase, redeem or otherwise retire any Securities (collectively, “pay the Securities”) if (i) any Senior Indebtedness is not paid when due or (ii) any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Indebtedness has been paid in full; provided, however, that the Company may pay the Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representatives of the Senior Indebtedness with respect to which either of the events set forth in clause (i) or (ii) of the immediately preceding sentence has occurred or is continuing. During the continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Senior Indebtedness, pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a “Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a “Blockage Notice”) of such default from the Representative of such Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) by repayment in full of such Senior Indebtedness, or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section), unless the holders of such Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Senior Indebtedness, the Company may resume payments on the Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Senior Indebtedness during such period. Notwithstanding anything herein to the contrary, the Trustee shall not be deemed to have knowledge of any Payment Blockage Period unless and until it has received a Blockage Notice.

     Section 1204. Acceleration of Payment of Securities. If payment of the Securities of any series is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify the holders of the Senior Indebtedness (or their Representatives) of the acceleration. If any

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Senior Indebtedness is outstanding, the Company may not pay the Securities until five Business Days after Representatives of the Senior Indebtedness receive notice of such acceleration and, thereafter, may pay the Securities only if this Article Twelve otherwise permits payments at that time.

     Section 1205. When Distributions Must Be Paid Over. If a distribution is made to the Holders of Securities that because of this Article Twelve should not have been made to them, the Holders of Securities who receive the distribution shall hold it in trust for holders of Senior Indebtedness and pay it over to them as their interests may appear.

     Section 1206. Subrogation. After all Senior Indebtedness is paid in full and until the Securities are paid in full, Holders of Securities shall be subrogated to the rights of holders of Senior Indebtedness to receive distributions applicable to Senior Indebtedness. A distribution made under this Article Twelve to holders of Senior Indebtedness which otherwise would have been made to Holders of Securities is not, as between the Company and Holders of Securities, a payment by the Company on Senior Indebtedness.

     Section 1207. Relative Rights. This Article Twelve defines the relative rights of Holders of Securities and holders of Senior Indebtedness. Nothing in this Indenture shall: (1) impair, as between the Company and Holders of Securities, the obligation of the Company, which is absolute and unconditional, to pay principal of and interest on the Securities in accordance with their terms; or (2) prevent the Trustee or any Holder of Securities from exercising its available remedies upon an Event of Default, subject to the rights of holders of Senior Indebtedness to receive distributions otherwise payable to Holders of Securities.

     Section 1208. Subordination May Not Be Impaired by Company. No right of any holder of Senior Indebtedness to enforce the subordination of the indebtedness evidenced by the Securities shall be impaired by any act or failure to act by the Company or by the failure of the Company to comply with this Indenture.

     Section 1209. Rights of Trustee and Paying Agent. The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee have received at its Corporate Trust Office written notice thereof from the Company or a holder of Senior Indebtedness or from any Representative thereof (provided, however, that if an issuer of Senior Indebtedness has a Representative, only the Representative may give the notice), and prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled to in all respects assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by

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notice to the contrary which may be received by it during or after such three Business Day period. The Trustee in its individual or any other capacity may hold Senior Indebtedness with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article Twelve with respect to any Senior Indebtedness, which may at any time be held by it, to the same extent as any other holder of Senior Indebtedness; and nothing in Article Six shall deprive the Trustee of any of its rights as such holder. Nothing in this Article Twelve shall apply to claims of, or payments to, the Trustee under or pursuant to Article Six.

     Section 1210. Distribution or Notice to Representative. Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness, the distribution may be made and the notice given to their Representatives (if any).

     Section 1211. Article Twelve Not To Prevent Events of Default or Limit Right To Accelerate. The failure to make a payment pursuant to the Securities by reason of any provision in this Article Twelve shall not be construed as preventing the occurrence of an Event of Default. Nothing in this Article Twelve shall have any effect on the right of the Holders of Securities or the Trustee to accelerate the maturity of the Securities.

     Section 1212. Trust Moneys Not Subordinated. Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of U.S. government obligations held in trust under Section 1003 by the Trustee for the payment of principal of and interest on the Securities shall not be subordinated to the prior payment of any Senior Indebtedness, or subject to the restrictions set forth in this Article Twelve, and none of the Holders of Securities shall be obligated to pay over any such amount to the Company, or any holder of Senior Indebtedness of the Company or any other creditor of the Company.

     Section 1213. Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article Twelve, the Trustee and the Holders of Securities shall be entitled to rely (i) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 1202 are pending, (ii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders of Securities or (iii) upon written notice representing himself or itself to be the Representatives for the holders of Senior Indebtedness for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness, and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Twelve. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article Twelve, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article Twelve, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

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     Section 1214. Trustee To Effectuate Subordination. Each Holder of Securities by accepting a Security authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the Holders of Securities and the holders of Senior Indebtedness as provided in this Article Twelve and appoints the Trustee as attorney-in-fact for any and all such purposes.

     Section 1215. Trustee Not Fiduciary for Holders of Senior Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders of Securities, the Company, or any other Person, money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article Twelve or otherwise.

     Section 1216. Reliance by Holders of Senior Indebtedness on Subordination Provisions. Each Holder of Securities by accepting a Security acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness whether such Senior Indebtedness was created or acquired before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness.

     Section 1217. Article Applicable to Paying Agents. In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this Article shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or in place of the Trustee; provided, however, that the last three sentences of Section 1209 shall not apply to the Company or an affiliate of the Company if it or such affiliate acts as Paying Agent.

     Section 1218. Payment Permitted If No Default. Nothing contained in this Article or elsewhere in this Indenture or in any of the Securities of any series shall prevent the Company, at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other marshalling of assets and liabilities of the Company referred to in Section 1202 or under the conditions described in Section 1203 or 1204, from making payments at any time of principal of (and premium, if any) or interest on the Securities.

ARTICLE THIRTEEN

DEFEASANCE

     Section 1301. Applicability of Article. The provisions of this Article shall be applicable to each series of Securities except as otherwise specified as contemplated by Section 301 for Securities of such series.

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     Section 1302. Legal Defeasance. In addition to discharge of the Indenture pursuant to Section 401, the Company shall be deemed to have paid and discharged the entire indebtedness on all the Securities of such a series on the 91st day after the date of the deposit referred to in Clause (1) below, and the provisions of this Indenture with respect to the Securities of such series shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, destroyed, lost or stolen Securities, (iii) rights of Holders of Securities to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor or on the specified Redemption Dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, and (vi) the obligations of the Company under Section 1002), and the Trustee, at the expense of the Company, shall, upon a Company Request, execute proper instruments acknowledging the same, if the conditions set forth below are satisfied (hereinafter, “defeasance”):

     (1) The Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust, for the purposes of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series (i) cash in an amount, or (ii) in the case of any series of Securities the payments on which may only be made in legal coin or currency of the United States, U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (A) the principal and interest and premium, if any, on all Securities of such series on each date that such principal, interest or premium, if any, is due and payable or on any Redemption Date established pursuant to Clause (3) below, and (B) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series;

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

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

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

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

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

     Section 1303. Covenant Defeasance. The Company and any other obligor, if any, shall be released on the 91st day after the date of the deposit referred to in Clause (1) below from its obligations under Sections 704, 801 and 1005 with respect to the Securities of any series on and after the date the conditions set forth below are satisfied (hereinafter, “covenant defeasance”), and the Securities of such series shall thereafter be deemed to be not “Outstanding” for the purposes of any request, demand, authorization, direction, notice, waiver, consent or declaration or other action or Act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed Outstanding for all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to the Securities of such series, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section, whether directly or indirectly by reason of any reference elsewhere herein to such Section or by reason of any reference in such Section to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 501, but, except as specified above, the remainder of this Indenture and the Securities of such series shall be unaffected thereby. The following shall be the conditions to application of this Section 1303:

     (1) The Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) cash in an amount, or (ii) in the case of any series of Securities the payments on which may only be made in legal coin or currency of the United States, U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (A) the principal and interest and premium, if any, on all Securities of such series on each date that such principal, interest or premium, if any, is due and payable or on any Redemption Date established pursuant to Clause (2) below, and (B) any mandatory sinking fund payments on the day on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series;

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

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

     (4) The Company shall have delivered to the Trustee an Opinion of Counsel which shall confirm that the holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit and covenant defeasance had not occurred; and

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

     Section 1304. Application by Trustee of Funds Deposited for Payment of Securities. Subject to the provisions of the second to last paragraph of Section 1003, all moneys or U.S. Government Obligations deposited with the Trustee pursuant to Section 1302 or 1303 (and all funds earned on such moneys or U.S. Government Obligations) shall be held in trust and applied by it to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent), to the Holders of the particular Securities of such series for the payment or redemption of which such moneys have been deposited with the Trustee, of all sums due and to become due thereon for principal and interest; but such money need not be segregated from other funds except to the extent required by law. Subject to Sections 1302 and 1303, the Trustee promptly shall pay to the Company upon request any excess moneys held by them at any time.

     Section 1305. Repayment to Company. The Trustee and any Paying Agent promptly shall pay or return to the Company upon receipt of a Company Request any money or U.S. Government Obligations held by them at any time that are not required for the payment of the principal of and any interest on the Securities of any series for which money or U.S. Government Obligations have been deposited pursuant to Section 1302 or 1303. The provisions of the second to last paragraph of Section 1003 shall apply to any money held by the Trustee or any Paying Agent under this Article that remains unclaimed for two years after the principal (and premium, if any) or interest of any series of Securities for which money or U.S. Government obligations have been deposited pursuant to Section 1302 or 1303 has become due and payable.

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     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

EL PASO CORPORATION
By:
	Name:
	Title:
HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee
By:
	Name:
	Title:

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EX-5.A

Exhibit 5.A

[Letterhead of Bracewell & Giuliani LLP]

April 13, 2009

El Paso Corporation
Colorado Interstate Gas Company
Colorado Interstate Issuing Corporation
El Paso Natural Gas Company
Southern Natural Gas Company
Southern Natural Issuing Corporation
Tennessee Gas Pipeline Company
1001 Louisiana Street
Houston, Texas 77002

Ladies and Gentlemen:

We have acted as special counsel to El Paso Corporation, a Delaware corporation (“El Paso”), Colorado Interstate Gas Company, a Delaware general partnership (“CIG”), Colorado Interstate Issuing Corporation, a Delaware corporation (“CIIC”), El Paso Natural Gas Company, a Delaware corporation (“EPNG”), Southern Natural Gas Company, a Delaware general partnership (“SNG”), Southern Natural Issuing Corporation, a Delaware corporation (“SNIC”), and Tennessee Gas Pipeline Company, a Delaware corporation (“TGP” and, together with El Paso, CIG, CIIC, EPNG, SNG and SNIC, the “Registrants”), in connection with the preparation and filing of the registration statement on Form S-3 (Registration No. 333-158205) (the “Registration Statement”) filed by the Registrants with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the offering from time to time, as set forth in the Registration Statement, the form of prospectus contained therein (the “Prospectus”) and one or more supplements to the Prospectus (each, a “Prospectus Supplement”), (A) by El Paso of (i) common stock (the “Common Stock”), (ii) warrants (the “Warrants”), (iii) preferred stock (the “Preferred Stock”), (iv) purchase contracts (the “Purchase Contracts”), (v) units (the “Units”), and (vi) senior debt securities (the “El Paso Senior Debt Securities”) or subordinated debt securities (the “El Paso Subordinated Debt Securities” and, together with the El Paso Senior Debt Securities, the “El Paso Debt Securities”), and (B) by CIG, EPNG, SNG or TGP of senior debt securities (together with the El Paso Debt Securities, the “ Debt Securities”), on terms to be determined at the time of the offering. CIIC may serve as a co-issuer of Debt Securities issued by CIG, and SNIC may serve as a co-issuer of Debt Securities issued by SNG. The Common Stock, Warrants, Preferred Stock, Purchase Contracts, Units and Debt Securities are referred to herein collectively as the “Securities.”

The Warrants will be issued pursuant to a warrant agreement (the “Warrant Agreement”) between El Paso and a warrant agent. The Purchase Contracts will be issued pursuant to a purchase contract agreement (the “Purchase Contract Agreement”) between El Paso and a purchase contract agent. The El Paso Senior Debt Securities will be issued pursuant to an

El Paso Corporation
Colorado Interstate Gas Company
Colorado Interstate Issuing Corporation
El Paso Natural Gas Company
Southern Natural Gas Company
Southern Natural Issuing Corporation
Tennessee Gas Pipeline Company
April 13, 2009
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indenture dated as of May 10, 1999 (the “El Paso Senior Indenture”), between El Paso and HSBC Bank USA, National Association (as successor-in-interest to JPMorgan Chase Bank (formerly The Chase Manhattan Bank)), as trustee, and the El Paso Subordinated Debt Securities will be issued pursuant to an indenture for subordinated debt securities to be entered into between El Paso and HSBC Bank USA, National Association (or such other trustee as may be named therein), as trustee, in the form filed as an exhibit to the Registration Statement (the “El Paso Subordinated Indenture” and, together with the El Paso Senior Indenture, the “El Paso Indentures”). The Debt Securities of CIG and CIIC will be issued pursuant to an indenture, dated as of June 27, 1997, between CIG, CIIC and The Bank of New York Mellon Trust Company, N.A. (formerly named The Bank of New York Trust Company, N.A.) (as successor in interest to Harris Trust and Savings Bank), as trustee (as supplemented, the “CIG Indenture”). The Debt Securities of EPNG will be issued pursuant to an indenture, dated as of November 13, 1996, between EPNG and Wilmington Trust Company (as successor in interest to JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank)), as trustee (as supplemented, the “EPNG Indenture”). The Debt Securities of SNG and SNIC will be issued pursuant to an indenture, dated as of June 1, 1987, between SNG, SNIC and Wilmington Trust Company (as successor in interest to JPMorgan Chase Bank, which was successor by merger to Manufacturers Hanover Trust Company), as trustee (as supplemented, the “SNG Indenture”). The Debt Securities of TGP will be issued pursuant to an indenture, dated as of March 4, 1997 between TGP and Wilmington Trust Company (as successor in interest to JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank)), as trustee (as supplemented, the “TGP Indenture” and, together with the El Paso Indentures, the CIG Indenture, the EPNG Indenture and the SNG Indenture, the “ Indentures”). All capitalized terms used but not defined herein have the respective meanings assigned to such terms in the Registration Statement or in the applicable Indenture, as the case may be. At your request, this opinion is being furnished to you for filing as an exhibit to the Registration Statement.

In connection with rendering this opinion, we have examined originals or copies of (1) the Registration Statement, (2) the Prospectus, (3) the Indentures (or, in the case of the El Paso Subordinated Indenture, the form thereof filed as an exhibit to the Registration Statement), (4) the certificate of incorporation and by-laws of each of El Paso, CIIC, EPNG, SNIC and TGP, in each case as amended to the date hereof, (5) certain resolutions of the Board of

El Paso Corporation
Colorado Interstate Gas Company
Colorado Interstate Issuing Corporation
El Paso Natural Gas Company
Southern Natural Gas Company
Southern Natural Issuing Corporation
Tennessee Gas Pipeline Company
April 13, 2009
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Directors, or committees thereof, of each of El Paso, CIIC, EPNG, SNIC and TGP, (6) the certificate of conversion, statement of partnership existence and general partnership agreement of each of CIG and SNG, in each case as amended to the date hereof (such documents and the documents described in clause (4) above being referred to herein as “Governing Documents”), (7) certain resolutions of the management committee of each of SNG and CIG, and (8) such other documents and records as we have deemed necessary and relevant for purposes hereof. In addition, we have relied upon certificates of officers of the Registrants and of public officials as to certain matters of fact relating to this opinion and have made such investigations of law as we have deemed necessary and relevant as a basis hereof. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and records submitted to us as originals, the conformity to authentic original documents, certificates and records of all documents, certificates and records submitted to us as copies, and the truthfulness of all statements of fact contained therein. We have also assumed the due execution and delivery of each of the Indentures by a duly authorized officer of the trustee thereunder.

Based on the foregoing, and subject to the limitations, assumptions and qualifications set forth herein, and having due regard for such legal considerations as we deem relevant, we are of the opinion that:

     1. With respect to the Common Stock, assuming the (a) taking by El Paso of all necessary corporate action to approve the issuance of such Common Stock, the terms of the offering thereof and related matters and (b) due issuance and delivery of such Common Stock in accordance with the terms of the applicable definitive purchase, underwriting or similar agreement approved by the Board of Directors of El Paso, upon payment (or delivery) of the consideration therefor provided for therein, such Common Stock will be validly issued, fully paid and nonassessable.

     2. With respect to Warrants to be issued under a Warrant Agreement, assuming the (a) taking by El Paso of all necessary corporate action to approve the issuance and terms of such Warrants, the terms of the offering thereof and related matters, (b) due authorization and valid execution and delivery of such Warrant Agreement by El Paso and the warrant agent under the Warrant Agreement and (c) due execution, authentication, issuance and

El Paso Corporation
Colorado Interstate Gas Company
Colorado Interstate Issuing Corporation
El Paso Natural Gas Company
Southern Natural Gas Company
Southern Natural Issuing Corporation
Tennessee Gas Pipeline Company
April 13, 2009
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delivery of such Warrants in accordance with the terms of the Warrant Agreement and the applicable definitive purchase, underwriting or similar agreement approved by the Board of Directors of El Paso, upon payment (or delivery) of the consideration therefor provided for therein, such Warrants will constitute valid and legally binding obligations of El Paso.

     3. With respect to the Preferred Stock, assuming the (a) taking by the Board of Directors of El Paso of all necessary corporate action to authorize and approve the issuance and terms of a series of the Preferred Stock, (b) due filing with the Office of the Secretary of State of Delaware of the applicable Certificate of Designation for the particular series of Preferred Stock to be issued and (c) due issuance and delivery of the Preferred Stock of such series, upon payment therefor in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Board of Directors of El Paso, the Preferred Stock of such series will be validly issued, fully paid and nonassessable.

     4. With respect to the Purchase Contracts, assuming the (a) taking of all necessary corporate action to authorize and approve the issuance and terms for the issuance of Purchase Contracts, the terms of the applicable offering thereof and related matters by the Board of Directors of El Paso, (b) due authorization and valid execution and delivery of the Purchase Contract Agreement by El Paso and the purchase contract agent under the Purchase Contract Agreement, and (c) due execution, issuance and delivery of the applicable Purchase Contracts, upon payment of the consideration for such Purchase Contracts provided for in the applicable definitive purchase, underwriting or similar agreement approved by the Board of Directors of El Paso and otherwise in accordance with the provisions of the applicable Purchase Contract Agreement, the Purchase Contracts will constitute valid and legally binding obligations of El Paso.

     5. With respect to the Units, assuming the (a) taking of all necessary corporate action to authorize and approve (i) the issuance and terms of the Units, (ii) the execution and terms of the Purchase Contracts which are a component of the Units, the terms of the offering thereof and related matters, and (iii) the issuance and terms of the applicable series of El Paso Debt Securities which are a component of the Units, the terms of the offering thereof and related matters, (b) taking of all necessary corporate or other required action to authorize and approve the issuance and terms of debt obligations, including U.S. treasury securities (“Third

El Paso Corporation
Colorado Interstate Gas Company
Colorado Interstate Issuing Corporation
El Paso Natural Gas Company
Southern Natural Gas Company
Southern Natural Issuing Corporation
Tennessee Gas Pipeline Company
April 13, 2009
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Party Debt Securities”), which are a component of the Units and related matters by the Board of Directors or other governing body of each third party, or a duly constituted and acting committee of such board or body or duly authorized officers of each third party with the power to authorize and approve the same, and (c) due execution, authentication, in the case of the applicable series of El Paso Debt Securities or Third Party Debt Securities, issuance and delivery of (i) the applicable Units, (ii) such Purchase Contracts, (iii) such series of El Paso Debt Securities or Third Party Debt Securities, in each case upon payment of the consideration therefor provided for in the applicable definitive purchase, underwriting or similar agreement approved by the Board of Directors of El Paso and otherwise in accordance with the provisions of the applicable Purchase Contract Agreement, in the case of the Purchase Contracts, the applicable El Paso Indenture, in the case of a series of El Paso Debt Securities, and any applicable indenture, in the case of Third Party Debt Securities, such Units will constitute valid and legally binding obligations of El Paso.

     6. With respect to any series of Debt Securities to be issued under an Indenture, assuming the (a) in the case of El Paso Subordinated Debt Securities, due authorization and valid execution and delivery of the El Paso Subordinated Indenture by El Paso and the trustee thereunder, (b) due authorization and valid execution and delivery of the applicable supplement, if any, to the applicable Indenture, by the applicable Registrant(s) and the trustee under the applicable Indenture, or the due authorization and valid execution and delivery of the applicable Board Resolution by the applicable Registrant(s), or the valid execution and delivery of the applicable Officer’s Certificate by a duly authorized officer of the applicable Registrant(s), in each case, in accordance with the terms of the applicable Indenture, (c) the due qualification under the Trust Indenture Act of 1939, as amended, of the applicable Indenture, as then and theretofore supplemented, (d) the taking by the applicable Registrant(s) of all necessary corporate or partnership action to approve the issuance and terms of such series of Debt Securities, the terms of the offering thereof and related matters and (e) the due execution, authentication, issuance and delivery of such series of Debt Securities in accordance with the terms of the applicable Indenture and the applicable definitive purchase, underwriting or similar agreement approved by the Board of Directors or management committee, as applicable, of the applicable Registrant(s), upon payment (or delivery) of the consideration therefor provided for therein, the Debt Securities of such series will constitute valid and legally binding obligations of the applicable Registrant(s).

El Paso Corporation
Colorado Interstate Gas Company
Colorado Interstate Issuing Corporation
El Paso Natural Gas Company
Southern Natural Gas Company
Southern Natural Issuing Corporation
Tennessee Gas Pipeline Company
April 13, 2009
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The opinions set forth herein are subject to the following assumptions, qualifications, limitations and exceptions being true and correct at or prior to the time of the delivery of any Securities:

     (a) The Board of Directors or management committee, as applicable, of the applicable Registrant(s), or a duly constituted and properly acting committee thereof, shall have duly established the terms of such Securities and duly authorized and taken any other necessary corporate or partnership action to approve the issuance and sale of such Securities in conformity with the applicable Governing Documents, as amended through such time (subject to the further assumption that such Governing Documents have not been amended from the date hereof in a manner that would affect the validity of any of the opinions rendered herein), and such authorization shall remain in effect and unchanged at all times during which the Securities are offered and shall not have been modified or rescinded (subject to the further assumption that the sale of any Securities takes place in accordance with such authorization).

     (b) The Registration Statement, and any amendments thereto (including post-effective amendments) will have become effective under the Securities Act, the Indentures will have been qualified under the Trust Indenture Act, and such effectiveness and qualification shall not have been terminated or rescinded.

     (c) An appropriate Prospectus Supplement will have been prepared and filed with the Commission in compliance with the Securities Act and the Commission’s rules and regulations thereunder.

     (d) All Securities will be issued and sold in compliance with applicable federal and state securities laws and solely in the manner stated in the Registration Statement and the appropriate Prospectus Supplement and there will not have occurred any change in law affecting the validity of the opinions rendered herein.

     (e) In the case of the El Paso Subordinated Debt Indenture, a supplemental indenture to any Indenture, a Purchase Contract Agreement, a Warrant Agreement or other

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Colorado Interstate Gas Company
Colorado Interstate Issuing Corporation
El Paso Natural Gas Company
Southern Natural Gas Company
Southern Natural Issuing Corporation
Tennessee Gas Pipeline Company
April 13, 2009
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agreement pursuant to which any Securities are to be issued, there shall be no terms or provisions contained therein which would affect the validity of the opinions rendered herein.

     (f) A definitive purchase, underwriting or similar agreement with respect to the Securities will have been executed and delivered by the applicable Registrant(s) and the other parties thereto, the consideration for the Securities provided for therein will have been paid, and the Securities will have been issued in accordance with the terms thereof.

     (g) Any Securities issuable upon conversion, exchange or exercise of, or pursuant to the terms of, the Securities will be duly authorized, created and, if appropriate, reserved for issuance.

     (h) Any Certificate of Designation in respect of Preferred Stock will be in conformity with the Governing Documents of El Paso and with applicable law.

     (i) The consideration paid for any shares of Common Stock or Preferred Stock will comply with Section 153(a) or (b) of the Delaware General Corporation Law (the “DGCL”), the third sentence of Section 152 of the DGCL, and Section 3 of Article IX of the Delaware Constitution, or (in each case) any successor provision.

     (j) Any supplemental indenture to any Indenture and any Board Resolution and/or any Officer’s Certificate executed and delivered pursuant to any Indenture, in any such case, pursuant to which any Debt Securities are issued, will comply with the applicable Indenture as theretofore supplemented, and the form and terms of such Debt Securities will comply with the applicable Indenture as then supplemented (including by any such supplemental indenture) and any such Board Resolution and/or Officer’s Certificate.

     (k) The form and terms of such Debt Securities, when established, the form and terms of any Warrants, Purchase Contracts or Units, and the form and terms of any and all Securities or other securities (or other obligations, rights, currencies, commodities or other subject matter) comprising the same or subject thereto (in the case of the Warrants, Purchase Contracts and Units), the issuance, sale and delivery thereof by El Paso, and the incurrence and performance of any issuer’s respective obligations thereunder or in respect thereof

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Colorado Interstate Gas Company
Colorado Interstate Issuing Corporation
El Paso Natural Gas Company
Southern Natural Gas Company
Southern Natural Issuing Corporation
Tennessee Gas Pipeline Company
April 13, 2009
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(including, without limitation, its obligations under any related Warrant Agreement, Purchase Contract Agreement, unit agreement or indenture) in accordance with the terms thereof, will comply with, and will not violate, El Paso’s Governing Documents, or any applicable law, rule, regulation, order, judgment, decree, award, or agreement binding upon El Paso, or to which the issuance, sale and delivery of such Securities, or the incurrence and performance of such obligations, may be subject, or violate any applicable public policy, or be subject to any defense in law or equity.

In addition to the foregoing assumptions, limitations and qualifications set forth above, the enforceability of the Warrants, Purchase Contracts, Units and Debt Securities is subject to the effect of any applicable bankruptcy (including, without limitation, fraudulent conveyance and preference), insolvency, reorganization, rehabilitation, moratorium or similar laws and decisions relating to or affecting the enforcement of creditors’ rights generally, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief.

The foregoing opinions are based on and are limited to the contract laws of the State of New York, the General Corporation Law of the State of Delaware (including the statutory provisions, all applicable provisions of the Constitution of the State of Delaware and reported judicial decisions interpreting these laws) and the relevant federal law of the United States of America, and we render no opinion with respect to any other laws or the laws of any other jurisdiction.

We hereby consent to the filing of this opinion with the Commission as Exhibit (5) to the Registration Statement and to the references to our firm under the heading “Legal Matters” in the prospectus included in the Registration Statement. By giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

El Paso Corporation
Colorado Interstate Gas Company
Colorado Interstate Issuing Corporation
El Paso Natural Gas Company
Southern Natural Gas Company
Southern Natural Issuing Corporation
Tennessee Gas Pipeline Company
April 13, 2009
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Very truly yours,

/s/ Bracewell & Giuliani LLP

Bracewell & Giuliani LLP

EX-23.A

Exhibit 23.A

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in Amendment No. 1 to the Registration Statement (Form S-3 No. 333-158205) and related Prospectus of El Paso Corporation (“El Paso”), Colorado Interstate Gas Company, Colorado Interstate Issuing Corporation, El Paso Natural Gas Company, Southern Natural Gas Company, Southern Natural Issuing Corporation and Tennessee Gas Pipeline Company (the “issuers”) for the registration of preferred stock of El Paso, common stock of El Paso, purchase contracts of El Paso, warrants of El Paso, units of El Paso and debt securities of each of the issuers.

We consent to the incorporation by reference of our reports dated February 26, 2009, with respect to the consolidated financial statements and schedule of El Paso as of December 31, 2008 and 2007 and for each of the three years in the period ended December 31, 2008, and the effectiveness of internal control over financial reporting of El Paso as of December 31, 2008, included in El Paso’s Annual Report (Form 10-K) for the year ended December 31, 2008, filed with the Securities and Exchange Commission.

We also consent to the incorporation by reference of our report dated February 26, 2009, with respect to the consolidated financial statements and schedule of Colorado Interstate Gas Company as of December 31, 2008 and 2007 and for each of the three years in the period ended December 31, 2008, included in Colorado Interstate Gas Company’s Annual Report (Form 10-K) for the year ended December 31, 2008, filed with the Securities and Exchange Commission.

We also consent to the incorporation by reference of our report dated February 26, 2009, with respect to the consolidated financial statements and schedule of El Paso Natural Gas Company as of December 31, 2008 and 2007 and for each of the three years in the period ended December 31, 2008, included in El Paso Natural Gas Company’s Annual Report (Form 10-K) for the year ended December 31, 2008, filed with the Securities and Exchange Commission.

We also consent to the incorporation by reference of our report dated February 26, 2009, with respect to the consolidated financial statements and schedule of Southern Natural Gas Company as of December 31, 2008 and 2007 and for each of the three years in the period ended December 31, 2008, included in Southern Natural Gas Company’s Annual Report (Form 10-K) for the year ended December 31, 2008, filed with the Securities and Exchange Commission.

We also consent to the incorporation by reference of our report dated February 26, 2009, with respect to the consolidated financial statements and schedule of Tennessee Gas Pipeline Company as of December 31, 2008 and 2007 and for each of the three years in the period ended December 31, 2008, included in Tennessee Gas Pipeline Company’s Annual Report (Form 10-K) for the year ended December 31, 2008, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP  

Houston, Texas
April 9, 2009

EX-23.B

Exhibit 23.B

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Amendment No. 1 to the Registration Statement on Form S-3 of El Paso Corporation, Colorado Interstate Gas Company, Colorado Interstate Issuing Corporation, El Paso Natural Gas Company, Southern Natural Gas Company, Southern Natural Issuing Corporation, and Tennessee Gas Pipeline Company of the following reports:

• Our report dated February 20, 2009, relating to the consolidated financial statements of Four Star Oil & Gas Company which appears in El Paso Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008

• Our report dated February 26, 2009, relating to the consolidated financial statements of Citrus Corp. and Subsidiaries which appears in El Paso Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008

• Our report dated February 25, 2008, relating to the consolidated financial statements of Citrus Corp. and Subsidiaries which appears in Southern Natural Gas Company’s Annual Report on Form 10-K for the year ended December 31, 2008

We also consent to the references to us under the heading “Experts” in such Amendment.

/s/ PricewaterhouseCoopers LLP

Houston, TX
April 9, 2009