S-3

As filed with the Securities and Exchange Commission on December 22, 2003

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Cheniere Energy, Inc.

(and certain subsidiaries identified in footnote (*) below)

(Exact name of registrant as specified in its charter)

Delaware	95-4352386
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
333 Clay Street, Suite 3400 Houston, Texas 77002-4102 (713) 659-1361	Charif Souki President, Chief Executive Officer and Chairman of the Board Cheniere Energy, Inc. 333 Clay Street, Suite 3400 Houston, Texas 77002-4102 (713) 659-1361
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)	(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Geoffrey K. Walker

Andrews Kurth LLP

600 Travis, Suite 4200

Houston, Texas 77002

(713) 220-4200

Approximate date of commencement of proposed sale to the public:    From time to time after the effective date of this Registration Statement, as determined in light of market conditions and other factors.

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

If any of the securities being registered on this Form are being 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.  x

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.  ¨

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.  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price (1)(2)(3)(4)		Amount of Registration Fee
Common Stock of Cheniere Energy, Inc. (5)
Preferred Stock of Cheniere Energy, Inc. (6)
Senior Unsecured Debt Securities of Cheniere Energy, Inc. (7)
Senior Subordinated Debt Securities of Cheniere Energy, Inc. (8)
Warrants of Cheniere Energy, Inc. (9)
Units of Cheniere Energy, Inc. (10)
Guarantees of Debt Securities Issued by Cheniere Energy, Inc. (11)
Total	$	20,000,000	$	1,618

(1) The proposed maximum offering price per unit will be determined from time to time by Cheniere Energy, Inc. in connection with, and at the time of, the issuance of the securities registered hereunder.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(3) In no event will the aggregate initial offering price of all securities issued from time to time pursuant to this registration statement exceed $20,000,000. Securities registered hereunder may be sold separately, together or as units with other securities registered hereunder. This total amount also includes such securities as may, from time to time, be issued upon conversion or exchange of securities registered hereunder, to the extent any such securities are, by their terms, convertible into or exchangeable for other securities.

(4) Not specified as to each class of securities to be registered pursuant to General Instruction II.D. of Form S-3 under the Securities Act of 1933, as amended.

(5) Subject to note (3) above, an indeterminate number of shares of common stock of Cheniere Energy, Inc. as may be sold from time to time are being registered hereunder. Also includes such indeterminate number of shares of common stock as may be (a) issued upon conversion, redemption or exchange for any debt securities or preferred stock that provide for conversion or exchange into common stock or (b) issued upon exercise and settlement of any warrants. The aggregate amount of common stock registered under this registration statement is limited to that which is permissible under Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended.

(6) Subject to note (3) above, an indeterminate number of shares of preferred stock of Cheniere Energy, Inc. as may be sold from time to time are being registered hereunder. Also includes such indeterminate number of shares of preferred stock as may be (a) issued upon conversion, redemption or exchange for any debt securities that provide for conversion or exchange into preferred stock or (b) issued upon exercise and settlement of any warrants.

(7) Subject to note (3) above, an indeterminate principal amount of senior unsecured debt securities of Cheniere Energy, Inc. as may be sold from time to time are being registered hereunder. If any senior unsecured debt securities of Cheniere Energy, Inc. are issued at an original issue discount, then the offering price shall be in such greater principal amount as shall result in an aggregate initial offering price not to exceed $20,000,000, less the dollar amount of any securities previously issued hereunder.

(8) Subject to note (3) above, an indeterminate principal amount of senior subordinated debt securities of Cheniere Energy, Inc. as may be sold from time to time are being registered hereunder. If any senior subordinated debt securities of Cheniere Energy, Inc. are issued at an original issue discount, then the offering price shall be in such greater principal amount as shall result in an aggregate initial offering price not to exceed $20,000,000, less the dollar amount of any securities previously issued hereunder.

(9) Subject to note (3) above, an indeterminate number of warrants of Cheniere Energy, Inc. as may be sold from time to time are being registered hereunder. Warrants may be exercised to purchase common stock, preferred stock, debt securities or units.

(10) Subject to note (3) above, an indeterminate number of units of Cheniere Energy, Inc. as may be sold from time to time are being registered hereunder. Units may consist of any combination of common stock, preferred stock, debt securities or warrants.

(11) No separate consideration will be received for any guarantee of debt securities. Accordingly, pursuant to Rule 457(n) of the Securities Act of 1933, as amended, no separate filing fee is required.

(*) The following subsidiaries are co-registrants incorporated in Delaware and having the I.R.S. Employer Identification Numbers indicated: Cheniere LNG Services, Inc., 74-3092998; Cheniere LNG, Inc., 74-3092995; Cheniere Energy Operating Co., Inc., 13-3876266; and Cheniere-Gryphon Management, Inc., 76-0683452.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant 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 this registration statement shall become effective on such date as the 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 December 22, 2003

PROSPECTUS

$20,000,000

CHENIERE ENERGY, INC.

COMMON STOCK

PREFERRED STOCK

SENIOR UNSECURED DEBT SECURITIES

SENIOR SUBORDINATED DEBT SECURITIES

WARRANTS

UNITS

GUARANTEES

By this prospectus, we may from time to time offer and sell in one or more offerings up to an aggregate of $20,000,000 of the following securities:

(1) shares of common stock;

(2) shares of preferred stock, in one or more series, which may be convertible into or exchangeable for debt securities or common stock;

(3) senior unsecured debt securities, which may be convertible into or exchangeable for common stock or preferred stock;

(4) senior subordinated debt securities, which may be convertible into or exchangeable for common stock or preferred stock;

(5) warrants to purchase common stock, preferred stock, debt securities or units;

(6) units consisting of any combination of common stock, preferred stock, debt securities or warrants; and/or

(7) guarantees of debt securities issued by Cheniere Energy, Inc.

This prospectus provides a general description of the securities we may offer. Supplements to this prospectus will provide the specific terms of the securities that we actually offer, including the offering prices. You should carefully read this prospectus, any applicable prospectus supplement and any information under the heading “Where You Can Find More Information” before you invest in any of these securities. This prospectus may not be used to sell securities unless it is accompanied by a prospectus supplement that describes those securities.

We may sell these securities to or through underwriters, to other purchasers and/or through agents. Supplements to this prospectus will specify the names of any underwriters or agents.

Our common stock is listed for trading on the American Stock Exchange under the symbol “LNG.”

Investing in our securities involves risks. Please read “ Risk Factors” beginning on page 6 of this prospectus.

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

The date of this prospectus is             , 2003.

TABLE OF CONTENTS

About This Prospectus	1
Where You Can Find More Information	1
Cautionary Statement Regarding Forward-Looking Statements	3
Cheniere Energy, Inc.	4
Risk Factors	6
Use of Proceeds	15
Ratios of Earnings to Fixed Charges	15
Description of Capital Stock	16
Description of Debt Securities	18
Description of Warrants	23
Description of Units	24
Plan of Distribution	24
Legal Matters	26
Experts	26

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. Under this shelf registration process, we may sell any combination of the securities described in this prospectus in one or more offerings up to a total offering price of $20,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we offer to 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 contained in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information provided in the prospectus supplement. This prospectus does not contain all of the information included in the registration statement. The registration statement filed with the SEC includes exhibits that provide more details about the matters discussed in this prospectus. You should carefully read this prospectus, the related exhibits filed with the SEC and any prospectus supplement, together with the additional information described below under the heading “Where You Can Find More Information.”

You should rely only on the information contained or incorporated by reference in this prospectus and in any accompanying prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer of the securities covered by this prospectus in any state where the offer is not permitted. You should assume that the information appearing in this prospectus, any prospectus supplement and any other document incorporated by reference is accurate only as of the date on the front cover of those documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

Under no circumstances should the delivery to you of this prospectus or any exchange or redemption made pursuant to this prospectus create any implication that the information contained in this prospectus is correct as of any time after the date of this prospectus.

This prospectus may not be used to sell securities unless it is accompanied by a prospectus supplement that describes those securities.

Unless otherwise indicated or unless the context otherwise requires, all references in this prospectus to “Cheniere,” “we,” “us,” and “our” mean Cheniere Energy, Inc. and its wholly owned subsidiaries. In this prospectus, we sometimes refer to the debt securities, common stock, preferred stock, warrants and units collectively as the “securities.”

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy and information statements and other information with the SEC pursuant to the Securities Exchange Act of 1934, as amended. The SEC maintains an Internet site at http://www.sec.gov that contains those reports, proxy and information statements and other information regarding us. You may also inspect and copy those reports, proxy statements and other information at the Public Reference Room of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on operation of the Public Reference Room. You may also inspect and copy those reports, proxy and information statements and other information at the offices of the American Stock Exchange, 86 Trinity Place, New York, New York 10006, the exchange on which our common stock is listed.

We have filed with the SEC a registration statement on Form S-3 covering the securities offered by this prospectus. This prospectus is only a part of the registration statement and does not contain all of the information in the registration statement. For further information on us and the securities that may be offered, please review

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the registration statement and the exhibits that are filed with it. Statements made in this prospectus that describe documents may not necessarily be complete. We recommend that you review the documents that we have filed with the registration statement to obtain a more complete understanding of those documents.

The SEC allows us to “incorporate by reference” information into this prospectus, which 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 deemed to be part of this prospectus, except for any information superseded by information in this prospectus or in any prospectus supplement. This prospectus incorporates by reference the documents set forth below that we previously filed with the SEC. These documents contain important information about us and are an important part of this prospectus.

The following documents that we have filed with the SEC (File No. 001-16383) are incorporated by reference into this prospectus:

• Annual Report on Form 10-K for the fiscal year ended December 31, 2002 filed with the SEC on March 27, 2003;

• Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2003 filed with the SEC on May 9, 2003;

• Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003 filed with the SEC on August 13, 2003;

• Quarterly Report on Form 10-Q for the fiscal year ended September 30, 2003 filed with the SEC on November 13, 2003;

• Current Report on Form 8-K filed with the SEC on March 7, 2003;

• Current Report on Form 8-K filed with the SEC on March 27, 2003;

• Current Report on Form 8-K filed with the SEC on June 11, 2003;

• Current Report on Form 8-K filed with the SEC on August 4, 2003;

• Current Report on Form 8-K filed with the SEC on December 22, 2003; and

• The description of our common stock contained in our Registration Statement on Form 8-A, dated March 1, 2001, filed with the SEC on March 2, 2001, and any amendment or report filed for the purpose of updating that description.

All documents that we file or furnish pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this prospectus and until our offering is completed, or after the date of the registration statement of which this prospectus forms a part and prior to effectiveness of the registration statement, will be deemed to be incorporated by reference into this prospectus and will be a part of this prospectus from the date of the filing of the document. Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes that statement. Any statement that is modified or superseded will not constitute a part of this prospectus, except as modified or superseded.

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We will provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus has been delivered, upon written or oral request, a copy of any or all of the information incorporated by reference in this prospectus but not delivered with the prospectus, other than the exhibits to those documents, unless the exhibits are specifically incorporated by reference into the information that this prospectus incorporates. You should direct a request for copies to us as follows:

Cheniere Energy, Inc.

Attention: Don A. Turkleson, Chief Financial Officer

333 Clay Street, Suite 3400

Houston, Texas 77002-4102

(713) 659-1361

If you have any other questions regarding us, please contact our Investor Relations Department in writing at Cheniere Energy, Inc., 333 Clay Street, Suite 3400, Houston, Texas 77002-4102, Contact: Don A. Turkleson, or by telephone at 1-888-948-2036 or e-mail at lng@mdcgroup.com.

You can access electronic copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and all amendments to those reports, free of charge, on our website at http://www.cheniere.com. Access to those electronic filings is available as soon as reasonably practicable after filing with, or furnishing to, the SEC. Information on our website is not incorporated by reference in this prospectus.

CAUTIONARY STATEMENT

REGARDING FORWARD-LOOKING STATEMENTS

The information discussed in this prospectus, our filings with the SEC and our public releases include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or Exchange Act. All statements, other than statements of historical facts, included herein or incorporated herein by reference concerning, among other things: statements regarding our business strategy, plans and objectives; statements expressing beliefs and expectations regarding the development of our LNG receiving terminal business; statements expressing beliefs and expectations regarding our ability to successfully raise the additional capital necessary to meet our obligations under our current exploration agreements; statements expressing beliefs and expectations regarding our ability to secure the leases necessary to facilitate anticipated drilling activities; statements expressing beliefs and expectations regarding our ability to attract additional working interest owners to participate in the exploration and development of our exploration areas; and statements about non-historical year 2003 information, are forward-looking statements. These forward-looking statements are identified by their use of terms and phrases such as “expect,” “estimate,” “project,” “plan,” “believe,” “achievable,” “anticipate” and similar terms and phrases. Although we believe that the expectations reflected in these forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus.

Our actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including, those discussed in “Risk Factors” beginning on page 5. For additional information regarding risks and uncertainties, please read our other filings with the SEC under the Exchange Act and the Securities Act, particularly under “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2003, June 30, 2003 and September 30, 2003 and our Annual Report on Form 10-K for the fiscal year ended December 31, 2002. All forward-looking statements attributable to Cheniere or persons acting on its behalf are expressly qualified in their entirety by such factors. Other than as required under the securities laws, Cheniere does not assume a duty to update these forward-looking statements.

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CHENIERE ENERGY, INC.

We are a Houston-based company engaged primarily in the development of a liquified natural gas, or LNG, receiving terminal business and related LNG business opportunities centered on the U. S. Gulf Coast. We are also engaged in oil and gas exploration, development and exploitation activities in the Gulf of Mexico.

Our LNG receiving terminal projects include facilities to receive deliveries of LNG from LNG ships, to store LNG temporarily, to process LNG to return it to a gaseous state and to deliver gas to pipelines for transportation to purchasers. We have been developing our LNG business for over three years and have secured four sites along the U.S. Gulf Coast for the development of LNG receiving terminals. We have commenced development of our Freeport, Texas, Sabine Pass, Louisiana, and Corpus Christi, Texas sites. We are still evaluating the future development of a terminal in Brownsville, Texas.

Freeport LNG

We are a 30% limited partner in Freeport LNG Development, L.P. (Freeport LNG), a partnership which is developing an LNG receiving terminal on Quintana Island, near Freeport, Texas. We acquired an option on the Freeport LNG site in June 2001 and funded the initial permitting expenses of the project. On February 27, 2003, we entered into an agreement forming the Freeport LNG partnership with Freeport LNG Investments, LLC (owned by Michael S. Smith) for the continued funding of this project. In connection with the formation of Freeport LNG, we sold 60% of our original interest in Freeport LNG to Freeport LNG Investments for $5 million payable over time plus a commitment to fund up to the first $9 million of project development costs. Effective March 1, 2003, we sold 10% of our original interest in Freeport LNG to an affiliate of Contango Oil and Gas for $2.3 million payable over time.

In June 2003, The Dow Chemical Company (Dow) signed an agreement with Freeport LNG for the potential long-term use of the regasification facility on Quintana Island. Under the agreement, Dow will have processing rights to as much as 500 million cubic feet per day beginning in 2007. Freeport LNG’s agreements with Dow are expected to be finalized in the first quarter of 2004.

On December 21, 2003, ConocoPhillips and Freeport LNG signed an agreement under which ConocoPhillips will acquire one billion cubic feet (bcf) per day of capacity in the Freeport facility. ConocoPhillips will also obtain a 50% interest in the general partner of Freeport LNG and provide construction funding presently estimated at $400-$450 million. The ConocoPhillips transaction is expected to close in the spring of 2004, subject to completion of remaining documentation and satisfaction of closing conditions.

Approval from the Federal Energy Regulatory Commission (FERC) is expected in the first quarter of 2004, with all other necessary federal, state and local approvals shortly thereafter. The project front-end engineering and design study will be completed in January 2004. Construction is scheduled to begin in the second half of 2004, with commercial start-up in mid-2007. The Freeport LNG terminal will be designed with storage capacity of 6.9 bcf and send-out capacity of 1.5 bcf per day. Natural gas will be transported through a 9.4-mile pipeline to Stratton Ridge, Texas, which is a major point of interconnection with the Texas intrastate gas pipeline system.

Sabine Pass LNG and Corpus Christi LNG

We are also developing two additional Gulf Coast LNG receiving terminals in Sabine Pass, Louisiana and Corpus Christi, Texas. We have recently formed Sabine Pass LNG, L.P. (Sabine Pass LNG). We currently plan to retain 100% of the ownership interest in, and fund any development costs of, Sabine Pass LNG. We formed Corpus Christi LNG, L.P. (Corpus LNG) in May 2003. We sold 33% of our original interest in Corpus LNG to BPU LNG, Inc. in June 2003, in exchange for contribution of the terminal site and a commitment to fund the first $4.5 million of project development costs and 33% of any additional expenses associated with the project. We retain a 67% interest in Corpus LNG and control the project.

By the end of December 2003, we intend to submit to the Federal Energy Regulatory Commission, or FERC, applications for permits to build LNG receiving facilities in both Sabine Pass and Corpus Christi. We have selected Bechtel Corporation to perform the engineering, procurement and construction for both facilities.

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The Front End Engineering Design work for both terminals was completed by Black & Veatch Pritchard, Inc. Each terminal will be designed to have two loading docks, three 160,000 cubic meter tanks (10.1 bcf), and the ability to send out 2.5 bcf per day of natural gas.

Oil and Gas Exploration, Development and Exploitation

Although our current focus is on the development of an LNG receiving terminal business, we are also involved in oil and gas exploration, development and exploitation, and exploitation of our existing 3D seismic database through prospect generation. We were formed in 1996 to fund the acquisition of a proprietary seismic database along the transition zone (the area approximately 3 to 5 miles on either side of the Gulf of Mexico shore line) in Cameron Parish, Louisiana. We have historically focused on evaluating and generating drilling prospects using a regional and integrated approach with a large seismic database as a platform. We expect that our oil and gas exploration activities will continue in the Gulf of Mexico, through active interpretation of our seismic data and generation of prospects, through participation in the drilling of wells, and through farm-out arrangements and back-in interests (a reversionary interest in oil and gas leases reserved by us) whereby the capital costs of such activities are borne by industry partners. In addition, we own 100% of the outstanding common stock of Gryphon Exploration Company (9.3% effective ownership after giving effect to the conversion of Gryphon’s preferred stock outstanding at November 30, 2003), which is a Houston-based company that explores in the shallow waters of the Gulf of Mexico. We are currently focusing, and we expect to continue to focus, on the development of our LNG receiving terminal business.

A substantial portion of our assets are held by or under our four wholly-owned operating subsidiaries, Cheniere LNG, Inc., Cheniere LNG Services, Inc., Cheniere Energy Operating Co., Inc. and Cheniere-Gryphon Management, Inc. We conduct most of our operations through one or more of these subsidiaries, including our operations relating to our development of an LNG receiving terminal business.

Cheniere has been publicly traded since July 3, 1996 under the name Cheniere Energy, Inc. Our corporate offices are located at 333 Clay Street, Suite 3400, Houston, Texas 77002-4102. Our telephone number is (713) 659-1361.

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RISK FACTORS

The securities to be offered by this prospectus may involve a high degree of risk. When considering an investment in any of the securities, you should consider carefully all of the risk factors described below and any similar information contained in any Annual Report on Form 10-K or other document filed by us with the SEC after the date of this prospectus. If applicable, we will include in any prospectus supplement a description of those significant factors that could make the offering described in the prospectus supplement speculative or risky.

Risk Factors Related to Cheniere as an Early Stage Company

We are subject to the expenses, difficulties and uncertainties generally associated with early stage companies.

We have a limited operating history with respect to our oil and gas exploration activities, and we have not yet started operating any LNG receiving facilities. We face all of the risks inherent in the establishment and growth of any new business. From our inception, we have incurred losses and may continue to incur losses, depending on whether we generate sufficient revenue either from LNG receiving operations or from producing reserves acquired through acquisitions or drilling activities. For the past several years, we dedicated a significant portion of our investment capital toward the development of LNG receiving terminals rather than to our oil and gas exploration activities, and we do not anticipate that our LNG receiving operations will generate revenues in the near future. Additionally, we may be unable to implement and complete our business plan, and our business may be ultimately unsuccessful. These factors make evaluating our business and forecasting our future operating results difficult. Furthermore, any continued losses and any delays in the implementation or completion of our business plan may have a material adverse effect on our business, our results of operations, our financial condition and the market price of our common stock.

We depend on key personnel and could be seriously harmed if we lost their services.

We depend on our executive officers for various activities. We do not maintain key person life insurance policies on any of our personnel, nor do we have employment agreements with any of our personnel. The loss of the services of any of these individuals could seriously harm us. In addition, our future success will depend in part on our ability to attract and retain additional qualified personnel. Although we have agreements relating to compensation and benefits with certain of our executive officers, we do not have any employment contracts or other agreements with key personnel binding them to provide services for any particular term. In addition, our future success will depend in part on our ability to attract and retain additional qualified personnel.

Risk Factors Related to Cheniere’s LNG Receiving Terminal Business

The construction of LNG receiving facilities is subject to various development risks.

We are involved in the development of several LNG receiving facilities. The construction of these projects is subject to the risks of cost overruns and delays. Key factors that may affect the timing and outcome of such projects include, but are not limited to: project approval by joint venture partners; identification of additional participants to reach optimum levels of participation; timely issuance of necessary permits, licenses and approvals by governmental agencies and third parties; sufficient project financing; unanticipated changes in market demand or supply; competition with similar projects; labor disputes; site difficulties; marine congestion; weather conditions; unforeseen events, such as explosions, fires and product spills; delays in manufacturing and delivery schedules of critical equipment and materials; resistance in the local community; local and general economic conditions; and commercial arrangements for pipelines and related equipment to transport and market LNG.

If completion of the LNG receiving facilities is delayed beyond the estimated development periods, the actual cost of completion may increase beyond the amounts currently estimated in our capital budget. A delay in completion of the LNG receiving facilities would also cause a delay in the receipt of revenues projected from

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operation of the facilities, which may cause our business, results of operations and financial condition to be substantially harmed. The completion of the LNG receiving facilities could also be impacted by the availability or construction of sufficient LNG vessels.

Failure to obtain approvals and permits from governmental and regulatory agencies with respect to the development of our LNG receiving terminal business could have a detrimental effect on our LNG projects and on our company.

We are currently focusing our efforts and resources on developing our LNG receiving facilities. The transportation of LNG is highly regulated, and we have yet to obtain several governmental and regulatory approvals and permits required in order to complete and maintain our LNG projects. We cannot determine the amount of time it may take to obtain the approvals and permits necessary to proceed with the construction and operation of an LNG receiving terminal. We have no control over the outcome of the review and approval process. If we are unable to obtain the approvals and permits, we may not be able to recover our investment in the project. In addition, failure to obtain these approvals and permits may have a material adverse effect on our business, results of operations and financial condition.

Failure of LNG to become a competitive factor in the U.S. oil and gas industry could have a detrimental effect on our ability to implement and complete our business plan.

In the United States, due mainly to an abundant supply of natural gas, LNG has not historically been a major energy source. Furthermore, LNG may not become a competitive factor in the U.S. oil and gas industry. The failure of LNG to become a competitive supply alternative to domestic natural gas and other import alternatives may have a material adverse effect on our ability to implement and complete our business plan as well as our business, results of operations and financial condition.

We may have difficulty obtaining enough customers to generate a sufficient amount of revenue to recover our expenses incurred to enter the LNG receiving facilities market.

We anticipate that we will incur significant costs as we enter the LNG receiving facilities market and pursue customers by utilizing a variety of marketing methods. In order for us to recover these expenses, we must attract and retain a large number of customers to our LNG receiving facilities.

We may experience difficulty attracting customers because we are a small company with no operating history in the LNG business. A major focus of our marketing efforts will be to convince customers that the terminal sites we are developing will be approved and that we will secure adequate financing for their construction. If our marketing strategy is not successful, our business, results of operations, and financial condition will be materially adversely affected.

We are subject to fluctuations in energy prices or the supply of LNG that would be particularly harmful to the development of our LNG receiving terminal business because of its developmental stage.

If LNG prices are higher than prices of domestically produced natural gas or natural gas derived from other sources, our ability to compete with such suppliers may be negatively impacted. In addition, in the event the supply of LNG is limited or restricted for any reason, our ability to profitably operate an LNG receiving facility could be materially impacted. Revenues generated by an LNG receiving terminal depend on the volume of LNG processed and the price of the natural gas produced, both of which can be affected by the price of natural gas and natural gas liquids.

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Risk Factors Related to Cheniere’s Oil and Gas Properties

We are subject to significant exploration risks, including the risk that we may not be able to find or produce enough oil and gas to generate any profits.

Our exploration activities involve significant risks, including the risk that we may not be able to find or produce enough oil and gas to generate any profits. The wells we drill may not discover any oil or gas. Further, there is no way to know in advance of drilling and testing whether any prospect will yield oil or gas in sufficient quantities to make money for us. In addition, we are highly dependent on seismic activity and the related application of new technology as a primary exploration methodology. This methodology, however, requires greater pre-drilling expenditures than traditional drilling strategies. Even when fully used and properly interpreted, 3D seismic data can only assist us in identifying subsurface reservoirs and hydrocarbon indicators, and will not allow us to determine conclusively if hydrocarbons will in fact be present and recoverable. If our exploration efforts are unsuccessful, our business, results of operations and financial condition will be substantially harmed.

We may not be able to acquire the oil and gas leases we need to sustain profitable operations.

In order to engage in oil and gas exploration in the areas covered by our 3D seismic data, we must first acquire rights to conduct exploration and recovery activities on such properties. We may not be successful in acquiring farm-outs (agreements whereby the owner of lease interests grants to a third party the right to earn an assignment of an interest in the lease, typically by drilling one or more wells), seismic permits, lease options, leases or other rights to explore for or recover oil and gas. Both the U.S. Department of the Interior and the States of Texas and Louisiana award oil and gas leases on a competitive bidding basis. Non-governmental owners of the onshore mineral interests within the area covered by our exploration program are not obligated to lease their mineral rights to us except where we have already obtained lease options. In addition, other major and independent oil and gas companies with financial resources significantly greater than ours may bid against us for the purchase of oil and gas leases. If we are unsuccessful in acquiring these leases, permits, options and other interests, the area covered by our 3D seismic data that could be explored through drilling will be significantly reduced, and our business, results of operations and financial condition will be substantially harmed.

If we are unable to obtain satisfactory turnkey contracts, we may have to assume additional risks and expenses when drilling wells.

We anticipate that any wells drilled in which we have an interest will be drilled by established industry contractors under turnkey contracts that limit our financial and legal exposure. Under a turnkey drilling contract, a negotiated price is agreed upon and the money placed in escrow. The contractor then assumes all of the risk and expense, including any cost overruns, of drilling a well to contract depth and completing any agreed upon evaluation of the wellbore. Upon performance of all these items, the escrowed money is released to the contractor.

Circumstances may arise, however, where a turnkey contract is not economically beneficial to us or is otherwise unobtainable from proven industry contractors. In such instances, we may decide to drill wells on a day-rate basis. Under a day-rate drilling contract, the operator pays an agreed sum for each day of drilling required to reach contract depth. All risk and expense of drilling a well to total depths lies with the operator in day-rate contracts. The drilling of such test wells would subject us to the usual drilling hazards such as cratering, explosions, uncontrollable flows of oil, gas or well fluids, fires, pollution and other environmental risks. We would also be liable for any cost overruns attributable to drilling problems that otherwise would have been covered by a turnkey contract. These liabilities, if incurred, may have a materially adverse impact on our business, results of operations and financial condition.

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If we are unsuccessful at marketing our oil and gas at commercially acceptable prices, our profitability will decline.

Our ability to market oil and gas at commercially acceptable prices depends on, among other factors, the following:

• the availability and capacity of gathering systems and pipelines;

• federal and state regulation of production and transportation;

• changes in supply and demand; and

• general economic conditions.

Our inability to respond appropriately to changes in these factors could negatively effect our profitability.

Shortage of rigs, equipment, supplies or personnel may restrict our operations.

Our industry is cyclical and, from time to time, there is a shortage of drilling rigs, equipment, supplies or personnel. During these periods, the costs and delivery times of rigs, equipment and supplies are substantially greater. In addition, demand for, and wage rates of, qualified drilling rig crews rises with increases in the number of active rigs in service. Shortages of drilling rigs, equipment or supplies could delay or restrict our exploration and development operations, which in turn could impair our financial condition and results of operations.

We depend on industry partners and could be seriously harmed if they do not perform satisfactorily, which is usually not within our control.

Because we have few employees and limited operating revenues, we are and will continue to be largely dependent on industry partners for the success of our oil and gas exploration projects. We could be seriously harmed if we fail to attract industry partners to participate in the drilling of prospects which we identify or if our industry partners do not perform satisfactorily on projects that affect us. We often have and will continue to have no control over factors that would influence the performance of our partners.

There are numerous uncertainties inherent in estimating quantities of proved oil and gas reserves and future net cash flows.

Numerous uncertainties, including those beyond our control, are inherent in estimating quantities of proved oil and gas reserves. Information incorporated by reference into this prospectus relating to estimates of our proved reserves is based on reports prepared by Ryder Scott Company, L.P. Reserve engineering is a subjective process of estimating underground accumulations of oil and gas that cannot be measured in an exact manner. Estimates of economically recoverable oil and gas reserves and of future net cash flows may vary considerably from the actual results because of a number of variable factors and assumptions involved. These include:

• historical production from the area compared with production from other producing areas;

• the effects of regulation by governmental agencies;

• future oil and gas prices;

• operating costs;

• severance and excise taxes;

• development costs; and

• workover and remedial costs.

Therefore, the estimates of the quantities of oil and gas and the expected future net cash flows computed by different engineers or by the same engineers (but at different times) may vary significantly. The actual

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production, revenues and expenditures related to our reserves may vary materially from the engineers’ estimates. In addition, we may make changes to our estimates of reserves and future net cash flows. These changes may be based on the following factors:

• production history;

• results of future development;

• oil and gas prices;

• performance of counterparties under agreements to which we are a party; and

• operating and development costs.

Do not interpret the PV-10 values incorporated by reference into this prospectus as the current market value of our properties’ estimated oil and gas reserves. According to the SEC, the PV-10 is generally based on prices and costs as of the date of the estimate. In contrast, the actual future prices and costs may be materially higher or lower. Actual future net cash flows may also be affected by the following factors:

• the amount and timing of actual production;

• the supply of, and demand for, oil and gas;

• the curtailment or increases in consumption by natural gas purchasers; and

• the changes in governmental regulations or taxation.

The timing in producing and the costs incurred in developing and producing oil and gas will affect the timing of actual future net cash flows from proved reserves. Ultimately, the timing will affect the actual present value of oil and gas. In addition, the SEC requires that we apply a 10% discount factor in calculating PV-10 for reporting purposes. This is not necessarily the most appropriate discount factor to apply because it does not take into account the interest rates in effect, the risks associated with us and our properties, or the oil and gas industry in general.

Because of our lack of diversification, factors harming the oil and gas industry in general, including downturns in prices for oil and gas, would be especially harmful to us.

We are an independent energy company and are not actively engaged in any other industry. Our revenues and results of operation are substantially dependent on the oil and gas industry in general and the prevailing prices for oil and gas in particular. Circumstances that harm the oil and gas industry in general will have an especially harmful effect on us. Oil and gas prices have been and are likely to continue to be volatile and subject to wide fluctuations in response to any of the following factors:

• relatively minor changes in the supply of and demand for oil and gas;

• political conditions in international oil producing regions;

• the extent of domestic production and importation of oil in relevant markets;

• the level of consumer demand;

• weather conditions;

• the competitive position of oil or gas as a source of energy as compared with other energy sources;

• the refining capacity of oil purchasers; and

• the effect of federal and state regulation on the production, transportation and sale of oil and gas.

It is likely that adverse changes in the oil and gas market or the regulatory environment would have an adverse effect on our business, results of operations and financial condition, including our ability to develop and implement our LNG project and to obtain capital from lending institutions, industry participants, private or public investors or other sources.

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Risk Factors Related to Cheniere’s Business in General

Our future growth and profitability are highly dependent on the development of our LNG receiving terminal business and the success of our exploration program.

Historically, the primary focus of our operations has been identifying drilling prospects, but in recent years we have also been focusing on developing our LNG receiving facilities. Almost all of the assets on our balance sheet are represented by investments to date in our exploration program, including related seismic data. Our drilling activity in 1999 through 2003, to date, has established only limited proved reserves (oil and gas reserves that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions). Furthermore, we have achieved only limited oil and gas production as of the date of this prospectus. For the past several years, we dedicated a significant portion of our investment capital toward the development of LNG receiving terminals rather than to our oil and gas exploration activities, and we do not anticipate that our LNG receiving operations will generate revenues in the near future.

Our future growth and profitability depend heavily on the development of our LNG receiving facilities and the success of our exploration program in locating additional proved reserves and achieving additional oil and gas production. Failure to develop our LNG receiving facilities or to locate such additional reserves and achieve additional production may have a material adverse effect on our business, results of operations and financial condition.

We experience intense competition in the energy industry, which may make it difficult for us to succeed.

The energy industry is highly competitive. If we are unable to compete effectively, we will not succeed. A number of factors may give our competitors advantages over us. For example, most of our current and potential competitors have significantly greater financial resources and a significantly greater number of experienced and trained managerial and technical personnel than we do. In addition, the businesses of such competitors are in many cases more diversified than ours. We may not be able to compete effectively with such companies. Moreover, the energy industry competes with other industries in supplying the energy and fuel needs of industrial, commercial and other consumers. Increased competition causing excess capacity and depressed prices could have a substantially negative impact on our operating revenues.

We may not be able to obtain additional financing on terms that are acceptable to us, which could harm our ability to conduct business.

As of September 30, 2003, we had $3,561,338 of current assets and working capital of $1,113,528. Because of our low level of current assets, we may need additional capital for a number of purposes. If we are unable to obtain additional financing, it could significantly harm our ability to conduct our business, including our ability to take advantage of opportunities that come from our exploration program and our ability to construct LNG terminals. We will need substantial additional funds to execute our plan for developing and implementing an LNG receiving terminal business, including engineering, environmental, marine, regulatory, construction and legal work, including any such work involved in permitting and Federal Energy Regulatory Commission, or FERC, filings related to our development of a second and third potential site. Such costs are estimated to be approximately $3,000,000 per year for each terminal to be developed.

Obtaining additional capital may result in an adverse effect on our business.

Additional capital could be obtained from a combination of funding sources, many of which may have a material adverse effect on our business, results of operations and financial condition. These potential funding sources include:

• cash flow from operating activities, which is sensitive to prices we receive for our oil and natural gas;

• borrowings from financial institutions, which may subject us to certain restrictive covenants, including covenants restricting our ability to raise additional capital or pay dividends;

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• debt offerings, which would increase our leverage and add to our need for cash to service such debt;

• additional offerings of our equity securities, which would cause dilution of our common stock;

• sales of portions of our working interest in the prospects within our exploration program, which would reduce future revenues from our exploration program;

• sale to an industry partner of a participation in our exploration program, which would reduce future revenues from our exploration program;

• sale of all or a portion of our producing oil and gas properties, which would reduce future revenues;

• additional sales of interests in our LNG projects; and

• arrangement of a business development loan from, or prepayment of terminal use fees by, prospective sellers or purchasers of LNG.

Our ability to raise additional capital will depend on our results of operations and the status of various capital and industry markets at the time such additional capital is sought. Accordingly, capital may not become available to us from any particular source or at all. Even if additional capital becomes available, it may not be on terms acceptable to us. Failure to obtain additional financing on acceptable terms may have a material adverse effect on our business, results of operations and financial condition.

We are subject to significant operating hazards and uninsured risks, one or more of which may create significant liabilities for us.

Our oil and gas operations are subject to all of the risks and hazards typically associated with the exploration for, and the development and production of, oil and gas. In accordance with customary industry practices, we intend to maintain insurance against some, but not all, of these risks and losses. Moreover, we may not be able to maintain adequate insurance in the future at rates we consider reasonable. The occurrence of a significant event not fully insured or indemnified against could seriously harm our business, results of operations and financial condition.

Risks in drilling operations include cratering, explosions, uncontrollable flows of oil, gas or well fluids, fires, pollution and other environmental risks. Our activities are also subject to perils specific to marine operations, such as capsizing, collision and damage or loss from severe weather. These hazards can cause personal injury and loss of life, severe damage to and destruction of property and equipment, pollution or environmental damage and suspension of operations.

In the event we complete the LNG receiving terminal, the operations of such facility will be subject to the inherent risks normally associated with those operations, including explosions, pollution, release of toxic substances, fires, hurricanes and adverse weather conditions and other hazards, each of which could result in damage to or destruction of our facilities or damage to persons and property. In addition, our operations face possible risks associated with acts of aggression on our assets. If any of these events were to occur, we could suffer substantial losses. We will maintain insurance against these types of risks to the extent and in the amounts that we believe are reasonable. Our financial condition and results of operations could be adversely affected if a significant event occurs that is not fully covered by insurance.

Existing and future U.S. governmental regulation, taxation and price controls could seriously harm us.

Oil and gas operations are subject to extensive federal, state and local laws and regulations that regulate the discharge of materials into the environment or otherwise relate to the protection of the environment.

Failure to comply with such rules and regulations can result in substantial penalties and may harm us. Present, as well as future, legislation and regulations could cause additional expenditures, restrictions and delays

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in our business, the extent of which cannot be predicted and which may require us to limit substantially, delay or cease operations in some circumstances. In most areas where we plan to conduct activities, there are statutory provisions regulating the production of oil and natural gas which may restrict the rate of production and adversely affect revenues. We plan to acquire oil and gas leases in the Gulf of Mexico, which, if acquired, would be granted by the federal government and administered by the U.S. Department of Interior Minerals Management Service. This department strictly regulates the exploration, development and production of oil and gas reserves in the Gulf of Mexico. Such regulations could seriously harm our operations in the Gulf of Mexico. The federal government regulates the interstate transportation of oil and natural gas, through the Federal Energy Regulatory Commission, or FERC. The FERC has in the past regulated the prices at which oil and gas could be sold. Federal reenactment of price controls or increased regulation of the transport of oil and natural gas could seriously harm us.

Our operations are also subject to extensive federal, state and local laws and regulations governing the discharge of oil and hazardous materials into the environment or otherwise relating to environmental protection. These laws and regulations may require the acquisition of a permit before drilling commences, restrict or prohibit the types, quantities and concentration of substances that can be released into the environment or wastes that can be disposed of in connection with drilling and production activities, prohibit drilling activities on certain lands lying within wetlands or other protected areas and impose substantial liabilities for pollution or releases of hazardous substances resulting from drilling and production operations. Failure to comply with these laws and regulations may also result in civil and criminal fines and penalties. Moreover, state and federal environmental laws and regulations may become more stringent.

Federal laws and regulations such as the Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, the Clean Air Act, or CAA, the Oil Pollution Act of 1990, or OPA, and the Clean Water Act, or CWA, and analogous state laws have continually imposed increasingly strict requirements for water and air pollution control, solid waste management and strict financial responsibility and remedial response obligations relating to oil spill protection. The cost of complying with such environmental legislation could have a general harmful effect on our operations.

In addition, the U.S. Department of Transportation through its Office of Pipeline Safety has regulations that govern all aspects of the design, construction, operation and maintenance of pipeline and LNG facilities. While these regulations have existed for several years, they are undergoing extensive changes to fully implement the 2002 amendment to the Natural Gas Pipeline Safety Act. These new regulations are expected to be published in early 2004 and will focus primarily on ensuring the integrity of pipeline systems by requiring periodic inspection of pipeline facilities and repair of any defects discovered in the inspection process. We anticipate that the new rules will result in changes in the way we evaluate and document our pipeline integrity process. However, until the regulations are finalized, we will not know the exact nature of the new requirements nor can we estimate additional compliance costs, if any.

Existing environmental laws and regulations may be revised or new laws and regulations may be adopted or become applicable to us. Revised or additional laws and regulations that result in increased compliance costs or additional operating restrictions, particularly if those costs are not fully recoverable from insurance or our customers, could have a material adverse effect on our business, financial condition or results of operations.

Some of our value is derived from our ownership interest in Gryphon, over which we exercise no day-to-day control.

We own 100% of the outstanding common stock of Gryphon (9.3% effective ownership after giving effect to the conversion of Gryphon’s preferred stock outstanding at November 30, 2003) and some of our value is derived from this investment. We do not exercise control over Gryphon and therefore do not have the ability to effect a change of control of Gryphon. Accordingly, Gryphon’s management team could make business decisions without our consent that could impair the value of our investment in Gryphon.

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We may have to take actions that are disruptive to our business strategy to avoid registration under the Investment Company Act of 1940.

The Investment Company Act of 1940, or Investment Company Act, requires registration for companies that are engaged primarily in the business of investing, reinvesting, owning, holding or trading in securities. A company may be deemed to be an investment company if it owns investment securities with a value exceeding 40% of the value of its total assets (excluding government securities and cash items) on an unconsolidated basis, unless an exemption or safe harbor applies. Securities issued by companies other than majority-owned subsidiaries are generally counted as investment securities for purposes of the Investment Company Act. Our equity interests in Gryphon and Freeport LNG Development, L.P., a limited partnership formed to develop a Freeport, Texas LNG receiving terminal in which we own a 30% limited partnership interest, could be counted as investment securities. Therefore, if the value of our interests in Gryphon and Freeport LNG Development, L.P. exceed 40% of the value of our total assets (excluding government securities and cash items), we could be considered an investment company in the future if we do not obtain an exemption or qualify for a safe harbor. As a result, fluctuations in the value, or the income and revenues attributable to us from our ownership of interests in companies we do not control could cause us to be deemed an investment company. Registration as an investment company would subject us to restrictions that are inconsistent with our fundamental business strategy. We may have to take actions, including buying, refraining from buying, selling or refraining from selling securities or other assets, contrary to what we would otherwise deem to be in our best interest in order to continue to avoid registration under the Investment Company Act.

Terrorist attacks and continued hostilities in the Middle East or other sustained military campaigns may adversely impact our business.

The terrorist attacks that took place in the United States on September 11, 2001 were unprecedented events that have created many economic and political uncertainties, some of which may materially adversely impact our business. The long-term impact that terrorist attacks and the threat of terrorist attacks may have on our business is not known at this time. Uncertainty surrounding continued hostilities in the Middle East or other sustained military campaigns may adversely impact our business in unpredictable ways.

The concentration of our customers in the energy industry could increase our exposure to credit risk, which could result in losses.

The concentration of our customers in the energy industry may impact our overall exposure to credit risk, either positively or negatively, in that customers may be similarly affected by prolonged changes in economic and industry conditions. We perform ongoing credit evaluations of our customers and do not generally require collateral in support of our trade receivables. We maintain reserves for credit losses and, generally, actual losses have been consistent with our expectations.

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USE OF PROCEEDS

Unless otherwise specified in an accompanying prospectus supplement, we expect to use the net proceeds from the sale of the securities offered by this prospectus to fund:

• expenditures related to development of our LNG receiving terminal sites;

• expenditures related to oil and gas exploration activities;

• working capital needs; and

• expenditures related to general corporate purposes.

The actual application of proceeds from the sale of any particular tranche of securities issued hereunder will be described in the applicable prospectus supplement relating to such tranche of securities. We may invest funds not required immediately for these purposes in marketable securities and short-term investments. The precise amount and timing of the application of these proceeds will depend upon our funding requirements and the availability and cost of other funds.

RATIOS OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratios of earnings to fixed charges on a consolidated basis for the periods shown. You should read these ratios of earnings to fixed charges in connection with our consolidated financial statements, including the notes to those statements, incorporated by reference into this prospectus.

	Years Ended December 31,										Nine Months Ended September 30, 2003
	1998		1999		2000		2001		2002
Ratio of earnings to fixed charges	(1.54	)	(4.01	)	(0.29	)	(48.82	)	(111.65	)	50.72

Since its inception through the year ended December 31, 2002, the Company has reported losses, thus its earnings have been inadequate to cover fixed charges. The coverage deficiency was $2,696,439 in 1998, $2,168,985 in 1999, $1,508,430 in 2000, $8,856,884 in 2001 and $3,405,200 in 2002.

The ratios were computed by dividing earnings by fixed charges. For this purpose, “earnings” represent the aggregate of (a) pre-tax income from continuing operations before adjustment for minority interests in consolidated subsidiaries or income or loss from equity investees, (b) fixed charges, (c) amortization of capitalized interest, (d) distributed income of equity investees and (e) our share of pre-tax losses of equity investees for which charges arising from guarantees are included in fixed charges, net of (a) interest capitalized and (b) the minority interest in pre-tax income of subsidiaries that have not incurred fixed charges. “Fixed charges” represent the sum of (a) interest expensed and capitalized, (b) amortized premiums, discounts and capitalized expenses related to indebtedness and (c) an estimate of the interest within rental expense.

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DESCRIPTION OF CAPITAL STOCK

General

The following is a summary of the key terms and provisions of our capital stock. You should refer to the applicable provisions of our amended and restated certificate of incorporation, as amended, our by-laws, as amended, the Delaware General Corporation Law and the documents we have incorporated by reference for a complete statement of the terms and rights of our capital stock.

As of the date of this prospectus, we are authorized to issue up to 60,000,000 shares of common stock, par value $0.003 per share, and up to 5,000,000 shares of preferred stock, par value $0.0001 per share. As of December 17, 2003, we had 16,432,103 shares of common stock and no shares of preferred stock issued and outstanding.

Common Stock

All of the outstanding shares of common stock are, and the common stock offered by any prospectus supplement will be, validly issued, fully paid and nonassessable upon issuance against full payment of the purchase price. Each share of common stock has an equal and ratable right to receive dividends when, as and if declared by the board of directors out of assets legally available therefor and subject to the dividend obligations to the holders of any preferred stock then outstanding.

In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share equally and ratably in the assets available for distribution after payment of all liabilities, and subject to any prior rights of any holders of preferred stock that at the time may be outstanding.

The holders of common stock have no preemptive, subscription or conversion rights, and are not subject to further calls or assessments of Cheniere. There are no redemption or sinking fund provisions applicable to the common stock. Each share of common stock is entitled to one vote in the election of directors and on all other matters submitted to a vote of stockholders. Holders of common stock have no right to cumulate their votes in the election of directors, such that the holders of a majority of the shares of common stock can elect all of the members of the board of directors standing for election.

The registrar and transfer agent for our common stock is U.S. Stock Transfer Corp., Glendale, California.

Preferred Stock

Shares of preferred stock may be issued from time to time in one or more series and the board of directors, without further approval of the stockholders, is authorized to fix the dividend rates and terms, conversion rights, voting rights, redemption rights and terms, liquidation preferences and any other rights, preferences, privileges and restrictions applicable to each series of preferred stock. The purpose of authorizing the board of directors to determine such rights, preferences, privileges and restrictions is to allow such determinations to be made by the board of directors instead of the stockholders and to avoid the expense of, and eliminate delays associated with, a stockholder vote on specific issues.

Undesignated preferred stock may enable our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a tender offer, proxy contest, merger or otherwise, and to thereby protect the continuity of our management. As a result, the issuance of shares of a series of preferred stock may discourage bids for our common stock or may otherwise adversely affect the market price of our common stock or any other series of our preferred stock. The issuance of shares of preferred stock may also adversely affect the rights of the holders of our common stock. For example, any preferred stock issued will rank prior to our common stock as to dividend rights and liquidation preference, and may have full or limited voting rights and may be convertible into shares of common stock or other securities.

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The following description of the terms of the preferred stock sets forth some of the general terms and provisions of our authorized preferred stock. If we offer preferred stock under this prospectus, the terms may include the following:

• the number of shares of each such series and the designation thereof;

• the par value of shares of each such series;

• the annual rate or amount of dividends, if any, payable on shares of each such series (which dividends would be payable in preference to any dividends on Common Stock), whether such dividends shall be cumulative or non-cumulative and the conditions upon which and/or the date when such dividends shall be payable;

• whether the shares of each such series shall be redeemable and, if so, the terms and conditions of such redemption, including the time or times when and the price or prices at which shares of each such series may be redeemed;

• the amount, if any, payable on shares of each such series in the event of liquidation, dissolution or winding up of the affairs of the Company;

• whether the shares of each such series shall be convertible into or exchangeable for shares of any other class, or any series of the same or any other class, and, if so, the terms and conditions thereof, including the price or prices or the rate or rates at which shares of each such series shall be so convertible or exchangeable, and the adjustment which shall be made, and the circumstances in which such adjustments shall be made, in such conversion or exchange prices or rates; and

• whether the shares of each such series shall have any voting rights in addition to those prescribed by law and, if so, the terms and conditions of exercise of voting rights.

This description of the terms of the preferred stock is not complete and will be subject to and qualified by the certificate of designation relating to any applicable series of preferred stock.

Section 203 of the Delaware General Corporation Law

As a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law, or DGCL. In general, Section 203 of the DGCL prevents an “interested stockholder” (defined generally as a person owning 15% or more of a corporation’s outstanding voting stock) from engaging in a “business combination” (as defined in Section 203 of the DGCL) with us for three years following the time such person became an interested stockholder unless:

• before such person became an interested stockholder, our board of directors approved the transaction in which the interested stockholder became an interested stockholder or approved the business combination;

• upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owns at least 85% of our voting stock outstanding at the time the transaction commenced (excluding stock held by our directors who are also officers and by our employee stock plans, if any, that do not provide employees with the rights to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer); or

• following the transaction in which such person became an interested stockholder, the business combination is approved by our board of directors and authorized at a meeting of our stockholders by the affirmative vote of the holders of two-thirds of our outstanding voting stock not owned by the interested stockholder.

Under Section 203 of the DGCL, the restrictions described above also do not apply to certain business combinations proposed by an interested stockholder following the announcement or notification of one of certain extraordinary transactions involving Cheniere and a person who had not been an interested stockholder during the previous three years or who became an interested stockholder with the approval of a majority of our directors, if such extraordinary transaction is approved or not opposed by a majority of our directors who were directors prior to any person becoming an interested stockholder during the previous three years or were recommended for election or elected to succeed such directors by a majority of such directors.

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DESCRIPTION OF DEBT SECURITIES

Any debt securities we offer under a prospectus supplement will be direct, unsecured general obligations. The debt securities will be either senior unsecured debt securities or senior subordinated debt securities. The debt securities will be issued under one or more separate indentures between us and a banking or financial institution, as trustee. Senior unsecured debt securities will be issued under a senior unsecured indenture and senior subordinated debt securities will be issued under a senior subordinated indenture. Together the senior unsecured indenture and the senior subordinated indenture are called “indentures.”

We have summarized selected provisions of the indentures below. The following summary is a description of the material provisions of the indentures. It does not restate those agreements in their entirety. We urge you to read each of the indentures because, each one, and not this description, defines the rights of holders of debt securities. A form of senior unsecured indenture and a form of senior subordinated indenture have been filed as exhibits to the registration statement of which this prospectus is a part.

General

The debt securities will be our direct, unsecured general obligations. The senior unsecured debt securities will rank equally with all of our other senior and unsubordinated debt. The senior subordinated debt securities will have a junior position to all of our senior debt.

A substantial portion of our assets are held by our operating subsidiaries, Cheniere LNG, Inc., Cheniere LNG Services, Inc., Cheniere Energy Operating Co., Inc. and Cheniere-Gryphon Management, Inc. With respect to these assets, holders of senior unsecured debt securities that are not guaranteed by our operating subsidiaries and holders of senior subordinated debt securities will have a position junior to the prior claims of creditors of these subsidiaries, including trade creditors, debtholders, secured creditors, taxing authorities and guarantee holders, and any preferred stockholders, except to the extent that we may ourself be a creditor with recognized claims against any subsidiary. Our ability to pay the principal, premium, if any, and interest on any debt securities is, to a large extent, dependent upon the payment to us by our subsidiaries of dividends, debt principal and interest or other charges.

The following description sets forth the general terms and provisions that could apply to debt securities that we may offer to sell. A prospectus supplement and an indenture relating to any series of debt securities being offered will include specific terms relating to the offering. 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;

• 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;

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

• Any conversion or exchange features;

• Any optional redemption periods;

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

• Any provisions granting special rights to holders when a specified event occurs;

• Any changes to or additional events of default or covenants;

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

• Any other terms of the debt securities.

None of the indentures will limit the amount of debt securities that may be issued. Each indenture will allow debt securities to be issued up to the principal amount that may be authorized by us and may be in any currency or currency unit designated by us.

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

Denominations

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

Subordination

Under a senior subordinated indenture, payment of the principal, interest and any premium on the senior subordinated debt securities will generally be subordinated and junior in right of payment to the prior payment in full of all senior debt (as defined in the senior subordinated indenture). A senior subordinated indenture will provide that no payment of principal, interest and any premium on the senior subordinated debt securities may be made in the event we fail to pay the principal, interest, any premium on any senior debt when due or if another default occurs that results in acceleration of senior debt. In addition, in the event of any distribution of our assets upon our dissolution, liquidation or reorganization (including in a bankruptcy, insolvency or similar proceeding), holders of senior debt will be entitled to payment in full before any payment or distribution of our assets is made to holders of senior subordinated debt securities.

A senior subordinated indenture will not limit the amount of senior debt that we may incur.

Mergers and Sale of Assets

Each indenture will provide that we may not consolidate with or merge into any other person or sell, convey, transfer or lease all or substantially all of our properties and assets (on a consolidated basis) to another person, unless:

• the successor person assumes all of our obligations under the indentures; and

• we or the successor person will not immediately be in default under the indentures.

Upon the assumption of our obligations by a successor, we will be discharged from all obligations under the indentures.

Modification of Indentures

Each indenture will provide that our 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 each series affected by the modification. No modification of the principal or interest payment terms, and no modification reducing the percentage required for modifications, will be effective against any holder without its consent.

Events of Default

“Event of default,” when used in an indenture, will mean any of the following:

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

• failure to deposit any sinking fund payment when due;

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

• failure to perform any covenant set forth in the covenants section of the indenture that continues for 90 days after we are given written notice;

• failure to perform any other covenant in the indenture that continues for 180 days after we are given written notice;

• certain events in bankruptcy, insolvency or reorganization of us; or

• any other event of default included in a supplemental indenture or any officer’s certificate setting forth additional terms of the debt security.

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 an indenture. 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 the 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 a specified percentage 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 specified percentage 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, a trustee is not obligated to exercise any of its rights or powers under any indenture 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 outstanding 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.

Covenants

Under the indentures, we:

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

• will maintain a place of payment;

• will deliver a report to the trustee at the end of each fiscal year reviewing our obligations under the indentures; and

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

In addition, under a senior unsecured indenture, we:

• will not, nor will we permit our operating subsidiaries to, create or incur any liens upon any principal property unless specified conditions are met, subject to certain exceptions; and

• will not, nor will we permit our operating subsidiaries to, enter into any sale-and-leaseback transaction unless certain conditions are met, subject to certain exceptions.

Subsidiary Guarantees

If the applicable prospectus supplement relating to a series of our senior unsecured debt securities provides that those senior unsecured debt securities will have the benefit of a guarantee by any or all of our operating

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subsidiaries (Cheniere LNG Services, Inc., Cheniere LNG, Inc., Cheniere Energy Operating Co., Inc. and Cheniere-Gryphon Management, Inc.) payment of the principal, premium, if any, and interest on those senior unsecured debt securities will be unconditionally guaranteed on an unsecured, unsubordinated basis by such subsidiary or subsidiaries. The guarantee of senior unsecured debt securities will rank equally in right of payment with all of the unsecured and unsubordinated indebtedness of such subsidiary or subsidiaries.

If the applicable prospectus supplement relating to a series of our senior subordinated debt securities provides that those senior subordinated debt securities will have the benefit of a guarantee by any or all of our operating subsidiaries, payment of the principal, premium, if any, and interest on those senior subordinated debt securities will be unconditionally guaranteed on an unsecured, subordinated basis by such subsidiary or subsidiaries. The guarantee of the senior subordinated debt securities will be subordinated in right of payment to all of such subsidiary’s or subsidiaries’ existing and future senior indebtedness (as defined in the related prospectus supplement), including any guarantee of the senior unsecured debt securities, to the same extent and in the same manner as the senior subordinated debt securities are subordinated to our senior indebtedness (as defined in the related prospectus supplement). See “—Subordination” above.

The obligations of our operating subsidiaries under any such guarantee will be limited as necessary to prevent the guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law.

Payment and Transfer

Principal, interest and any premium on fully registered securities will be paid at designated places. Payment will be made by check mailed to the persons in whose names the debt securities are registered on days specified in the indentures or any prospectus supplement. Debt securities payments in other forms will be paid at a place designated by us and specified in a prospectus supplement.

Fully registered securities may be transferred or exchanged at the corporation trust office of the trustee or at any other office or agency maintained by us for such purposes, without the payment of any service charge except for any tax or governmental charge.

Global Securities

The debt securities of a series may be issued in whole or in part in the form of one or more global certificates that we will deposit with a depository identified in the applicable prospectus supplement. Unless and until it is exchanged in whole or in part for the individual debt securities it represents, a global security may not be transferred except as a whole:

• by the applicable depositary to a nominee of the depositary;

• by any nominee to the depositary itself or another nominee; or

• by the depositary or any nominee to a successor depositary or any nominee of the successor.

We will describe the specific terms of the depositary arrangement with respect to a series of debt securities in the applicable prospectus supplement. We anticipate that the following provisions will generally apply to depository arrangements.

When we issue a global security in registered form, the depositary for the global security or its nominee will credit, on its book-entry registration and transfer system, the respective principal amounts of the individual debt securities represented by that global security to the accounts of persons that have accounts with the depositary (“participants”). Those accounts will be designated by the dealers, underwriters or agents with respect to the underlying debt securities or by us if those debt securities are offered and sold directly by us. Ownership of beneficial interests in a global security will be limited to participants or persons that may hold interests through

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participants. For interests of participants, ownership of beneficial interests in the global security will be shown on records maintained by the applicable depositary or its nominee. For interests of persons other than participants, that ownership information will be shown on the records of participants. Transfer of that ownership will be effected only through those records. The laws of some states require that certain purchasers of securities take physical delivery of securities in definitive form. These limits and laws may impair our ability to transfer beneficial interests in a global security.

As long as the depositary for a global security, or its nominee, is the registered owner of that global security, the depositary or nominee will be considered the sole owner or holder of the debt securities represented by the global security for all purposes under the applicable indenture. Except as provided below, owners of beneficial interests in a global security:

• will not be entitled to have any of the underlying debt securities registered in their names;

• will not receive or be entitled to receive physical delivery of any of the underlying debt securities in definitive form; and

• will not be considered the owners or holders under the indenture relating to those debt securities.

Payments of principal of, any premium on and any interest on individual debt securities represented by a global security registered in the name of a depositary or its nominee will be made to the depositary or its nominee as the registered owner of the global security representing such debt securities. Neither we, the trustee for the debt securities, any paying agent nor the registrar for the debt securities will be responsible for any aspect of the records relating to or payments made by the depositary or any participants on account of beneficial interests in the global security.

We expect that the depositary or its nominee, upon receipt of any payment of principal, any premium or interest relating to a global security representing any series of debt securities, immediately will credit participants’ accounts with the payments. Those payments will be credited in amounts proportional to the respective beneficial interests of the participants in the principal amount of the global security as shown on the records of the depositary or its nominee. We also expect that payments by participants to owners of beneficial interests in the global security held through those participants will be governed by standing instructions and customary practices. This is now the case with securities held for the accounts of customers registered in “street name.” Those payments will be the sole responsibility of those participants.

If the depositary for a series of debt securities is at any time unwilling, unable or ineligible to continue as depositary and we do not appoint a successor depositary within 90 days, we will issue individual debt securities of that series in exchange for the global security or securities representing that series. In addition, we may at any time in our sole discretion determine not to have any debt securities of a series represented by one or more global securities. In that event, we will issue individual debt securities of that series in exchange for the global security or securities. Further, if we specify, an owner of a beneficial interest in a global security may, on terms acceptable to us, the trustee and the applicable depositary, receive individual debt securities of that series in exchange for those beneficial interests. The foregoing is subject to any limitations described in the applicable prospectus supplement. In any such instance, the owner of the beneficial interest will be entitled to physical delivery of individual debt securities equal in principal amount to the beneficial interest and to have the debt securities registered in its name. Those individual debt securities will be issued in any authorized denominations.

Defeasance

We will be discharged from our obligations on the debt securities of any series at any time if we deposit 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.

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Under federal income tax law 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 are urged to consult their own tax advisers as to the consequences of a discharge, including the applicability and effect of tax laws other than the federal income tax law.

Governing Law

Each indenture 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 for such debt securities.

No Personal Liability of Officers, Directors, Employees or Stockholders

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

Information Concerning the Trustee

A banking or financial institution will be the trustee under the indentures. A successor trustee may be appointed in accordance with the terms of the indentures.

The indentures and the provisions of the Trust Indenture Act of 1939, or Trust Indenture Act, incorporated by reference therein, will contain certain limitations on the rights of the trustee, should it become a creditor of us, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; provided, however, that if it acquires any conflicting interest (within the meaning of the Trust Indenture Act) it must eliminate such conflicting interest or resign.

A single banking or financial institution may act as trustee with respect to both the senior subordinated indenture and the senior unsecured indenture. If this occurs, and should a default occur with respect to either the senior subordinated debt securities or the senior unsecured debt securities, such banking or financial institution, would be required to resign as trustee under one of the indentures within 90 days of such default, pursuant to the Trust Indenture Act, unless such default were cured, duly waived or otherwise eliminated.

DESCRIPTION OF WARRANTS

We may issue warrants to purchase common stock, preferred stock, debt securities or units. 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 us 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 specify 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;

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

• the securities purchasable upon exercise of such warrants;

• the price at which, and the currency or currencies in which the securities 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 U.S. 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.

As of December 17, 2003, we have issued and outstanding warrants to purchase 1,355,669 shares of common stock. The warrants do not confer upon holders thereof any voting or other rights of stockholders.

DESCRIPTION OF UNITS

As specified in the applicable prospectus supplement, we may issue units consisting of one or more debt securities, shares of common stock, shares of preferred stock or warrants or any combination of such securities.

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

• the terms of the units and of any of the debt securities, common stock, preferred stock and warrants 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.

PLAN OF DISTRIBUTION

We may sell the securities through agents, underwriters or dealers, or directly to one or more purchasers without using underwriters or agents.

We may designate agents to solicit offers to purchase our securities. We will name any agent involved in offering or selling our securities, and any commissions that we will pay to the agent, in the applicable 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.

If underwriters are used in the sale, the securities will be acquired by the underwriters for their own account. The underwriters may resell the securities in one or more transactions (including block transactions), at

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negotiated prices, at a fixed public offering price or at varying prices determined at the time of sale. 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. 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. The obligations of the underwriters to purchase the securities will be subject to certain conditions contained in the underwriting agreement. The underwriters will be obligated to purchase all the securities of the series offered if any of the securities are purchased. Any public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time. The underwriters will use a prospectus supplement 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 the applicable prospectus supplement.

We may directly solicit offers to purchase our securities, and we may directly sell our securities to institutional or other investors. In this case, no underwriters or agents would be involved. We will describe the terms of our direct sales in the applicable prospectus supplement.

Underwriters, dealers and agents that participate in the distribution of the securities may be underwriters as defined in the Securities Act and any discounts or commissions received by them from us and any profit on their resale of the securities may be treated as underwriting discounts and commissions under the Securities Act. In connection with the sale of the securities offered by this prospectus, underwriters may receive compensation from us or from the purchasers of the securities, for whom they may act as agents, in the form of discounts, concessions or commissions, which will not exceed 8% of the proceeds from the sale of the securities. Any underwriters, dealers or agents will be identified and their compensation described in the applicable prospectus supplement. We may have agreements with the underwriters, dealers and agents to indemnify them against certain civil liabilities, including liabilities under the Securities Act, or to contribute with respect to payments which the underwriters, dealers or agents may be required to make. Underwriters, dealers and agents may engage in transactions with, or perform services for, us or our subsidiaries in the ordinary course of their business.

Unless otherwise specified in the applicable prospectus supplement, all securities offered under this prospectus will be a new issue of securities with no established trading market, other than the common stock, which is currently listed and traded on the American Stock Exchange. We may elect to list any other class or series of securities on a national securities exchange or a foreign securities exchange but are not obligated to do so. Any common stock sold by this prospectus will be listed for trading on the American Stock Exchange subject to official notice of issuance. We cannot give you any assurance as to the liquidity of the trading markets for any of the securities.

Any underwriter to whom securities are sold by us for public offering and sale may engage in over-allotment transactions, stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Over-allotment transactions involve sales by the underwriters of the securities in excess of the offering size, which creates a syndicate short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Syndicate covering transactions involve purchases of the securities in the open market after the distribution has been completed in order to cover syndicate short positions. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions. These activities may cause the price of the securities to be higher than it would otherwise be. The underwriters will not be obligated to engage in any of the aforementioned transactions and may discontinue such transactions at any time without notice.

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LEGAL MATTERS

The validity of the securities will be passed upon for us by Andrews Kurth LLP, Houston, Texas. Any underwriter will be advised about other issues relating to any offering by its own legal counsel.

EXPERTS

The consolidated financial statements of Cheniere Energy, Inc. at December 31, 2002 and for the year then ended appearing in our Annual Report on Form 10-K for the fiscal year ended December 31, 2002 have been audited by Mann Frankfort Stein & Lipp CPAs, L.L.P., independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The financial statements of (i) Cheniere Energy, Inc., as of December 31, 2001 and for each of the two years in the period ended December 31, 2001, and (ii) Gryphon Exploration Company, as of December 31, 2001 and for the period from inception (October 11, 2000) through December 31, 2000 and the year ended December 31, 2001, incorporated in this Prospectus by reference to our Annual Report on Form 10-K for the year ended December 31, 2002, have been so incorporated in reliance on the reports (in which the report on Cheniere Energy, Inc.’s financial statements contains an explanatory paragraph relating to its ability to continue as a going concern, as described in Note 14 to the financial statements) of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

The financial statements of Gryphon Exploration Company at December 31, 2002 appearing in our Annual Report on Form 10-K for the fiscal year ended December 31, 2002 have been audited by KPMG LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

On October 22, 2002, we filed a Current Report on Form 8-K announcing that we had engaged Mann Frankfort Stein & Lipp CPAs, L.L.P. as independent auditors for the fiscal year ending December 31, 2002, replacing PricewaterhouseCoopers LLP. The decision to change independent public accountants was not the result of any disagreement with PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of PricewaterhouseCoopers LLP, would have caused them to make a reference thereto in their report on the financial statements of Cheniere Energy, Inc. for the two years ended December 31, 2001 and the subsequent interim period through such dismissal.

The information incorporated by reference into this prospectus regarding our estimated proved reserves is based on reports prepared by Ryder Scott Company, L.P., our independent petroleum engineers.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses, other than selling or underwriting discounts and commissions, to be incurred by us in connection with the issuance and distribution of the securities being registered hereby. With the exception of the SEC registration fee, all fees and expenses set forth below are estimates.

SEC registration fee	$	1,618
Blue Sky expenses, including legal fees		5,000
NASD filing fee		2,500
Printing and engraving expenses		50,000
Legal fees and expenses		75,000
Trustee fees and expenses		25,000
Rating agency fees		10,000
Accounting fees and expenses		25,000
Miscellaneous		5,082
Total	$	199,200

Item 15. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law, or DGCL, authorizes a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, other than an action by or in the right of the corporation, because such person is or was a director, officer, employee or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such suit or proceeding if he acted in good faith and in a manner he 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 reason to believe his conduct was unlawful. Similar indemnity is authorized for such persons against expenses, including attorneys’ fees, actually and reasonably incurred in defense or settlement of any such pending, completed or threatened action or suit by or in the right of the corporation if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and provided further that, unless a court of competent jurisdiction otherwise provides, such person shall not have been adjudged liable to the corporation. Any such indemnification may be made only as authorized in each specific case upon a determination by the stockholders or disinterested directors that indemnification is proper because the indemnitee has met the applicable standard of conduct.

Our amended and restated certificate of incorporation, as amended, and by-laws, as amended, provide for indemnification of our directors, officers, employees and other agents to the extent and under the circumstances permitted by the DGCL. We have also entered into agreements with our directors and officers that will require us, among other things, to indemnify them against some liabilities that may arise by reason of their status or service as directors to the fullest extent not prohibited by law.

Section 145 of the DGCL further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such,

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whether or not the corporation would otherwise have the power to indemnify him. We maintain policies insuring our officers and directors against certain liabilities for actions taken in such capacities, including liabilities under the Securities Act of 1933, as amended.

Reference is made to the form of underwriting agreements to be incorporated by reference in this registration statement for a description of the indemnification arrangements we agree to in connection with offerings of the securities registered hereby.

Item 16. Exhibits.

Exhibit No.	Exhibit
**1.1	Form of Underwriting Agreement for each of the securities registered hereby.
†4.1	Amended and Restated Certificate of Incorporation of Cheniere Energy, Inc. (incorporated by reference to Exhibit 3.1 to Cheniere’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 as filed with the SEC on August 16, 1999 (SEC File No. 000-09092)).
†4.2	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cheniere Energy, Inc. (incorporated by reference to Exhibit 3.2 to Cheniere’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 as filed with the SEC on August 16, 1999 (SEC File No. 000-09092)).
†4.3	By-laws of Cheniere Energy, Inc., as amended through April 7, 1997 (incorporated by reference to Exhibit 3.2 to Cheniere’s Annual Report on Form 10-K for the year ended December 31, 1998 as filed with the SEC on March 29, 1999 (SEC File No. 000-09092)).
†4.4	Specimen Common Stock Certificate of Cheniere Energy, Inc. (incorporated by reference to Exhibit 4.1 to Cheniere’s Registration Statement on Form S-1 as filed with the SEC on August 27, 1996 (SEC File No. 333-10905)).
**4.5	Specimen Preferred Stock Certificate of Cheniere Energy, Inc.
*4.6	Certificate of Incorporation of Cheniere LNG, Inc. (including Certificates of Ownership and Merger).
*4.7	Bylaws of Cheniere LNG, Inc.
*4.8	Certificate of Incorporation of Cheniere LNG Services, Inc.
*4.9	Bylaws of Cheniere LNG Services, Inc.
*4.10	Certificate of Incorporation of Cheniere-Gryphon Management, Inc.
*4.11	Bylaws of Cheniere-Gryphon Management, Inc.
*4.12	Certificate of Incorporation of Cheniere Energy Operating Co., Inc. (including Certificate of Amendment).
*4.13	Bylaws of Cheniere Energy Operating Co., Inc.
*4.14	Form of Senior Unsecured Indenture (including form of senior unsecured debt security).
*4.15	Form of Senior Subordinated Indenture (including form of senior subordinated debt security).
**4.16	Form of Warrant Agreement (including form of warrant certificate).
*5.1	Opinion of Andrews Kurth LLP regarding legality of the securities being registered by Cheniere Energy, Inc.
*12.1	Statement of computation of ratios of earnings to fixed charges.

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Exhibit No.	Exhibit
*23.1	Consent of Mann Frankfort Stein & Lipp CPAs, L.L.P.
*23.2	Consent of PricewaterhouseCoopers LLP.
*23.3	Consent of KPMG LLP.
*23.4	Consent of Andrews Kurth LLP (included in Exhibit 5.1).
*23.5	Consent of Ryder Scott Company, L.P.
*24.1	Power of Attorney (included in Part II as a part of the signature pages of the Registration Statement).
**25.1	Form T-1 Statement of Eligibility and Qualification of Trustee under Trust Indenture Act of 1939 regarding the Senior Unsecured Debt Securities.
**25.2	Form T-1 Statement of Eligibility and Qualification of Trustee under Trust Indenture Act of 1939 regarding the Senior Subordinated Debt Securities.

* Filed herewith.

** To be filed by amendment or as an exhibit to Current Report on Form 8-K filed at a later date in connection with a specific offering.

† Incorporated by reference herein.

Item 17. Undertakings.

A. The undersigned registrant hereby undertakes:

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

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

(b) 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 SEC 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

(c) 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 this registration statement;

provided, however, that paragraphs A(l)(a) and A(l)(b) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(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.

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B. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’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 registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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 registrant 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 Act and will be governed by the final adjudication of such issue.

D. The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of subsection 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the SEC under section 305(b)(2) of the Act.

II-4

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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on December 22, 2003.

CHENIERE ENERGY, INC.
By:	/s/    CHARIF SOUKI
	Charif Souki President, Chief Executive Officer and Chairman of the Board

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charif Souki and Don A. Turkleson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    CHARIF SOUKI         Charif Souki	President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	December 22, 2003
/s/    WALTER L. WILLIAMS         Walter L. Williams	Vice Chairman of the Board and Director	December 22, 2003
/s/    DON A. TURKLESON         Don A. Turkleson	Vice President & Chief Financial Officer, Secretary & Treasurer (Principal Financial and Accounting Officer)	December 22, 2003
/s/    NUNO BRANDOLINI         Nuno Brandolini	Director	December 22, 2003
/s/    KEITH F. CARNEY         Keith F. Carney	Director	December 22, 2003
/s/    PAUL J. HOENMANS         Paul J. Hoenmans	Director	December 22, 2003
/s/    DAVID B. KILPATRICK         David B. Kilpatrick	Director	December 22, 2003

II-5

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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on December 22, 2003.

CHENIERE LNG, INC.
By:	/s/    KEITH M. MEYER
	Keith M. Meyer President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charif Souki and Don A. Turkleson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    CHARIF SOUKI         Charif Souki	Chairman of the Board of Directors	December 22, 2003
/s/    KEITH M. MEYER         Keith M. Meyer	President (Principal Executive Officer)	December 22, 2003
/s/    DON A. TURKLESON         Don A. Turkleson	Secretary and Treasurer (Principal Financial and Accounting Officer)	December 22, 2003

II-6

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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on December 22, 2003.

CHENIERE LNG SERVICES, INC.
By:	/s/    CHARIF SOUKI
	Charif Souki President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charif Souki and Don A. Turkleson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    CHARIF SOUKI         Charif Souki	President and Chairman of the Board of Directors (Principal Executive Officer)	December 22, 2003
/s/    DON A. TURKLESON         Don A. Turkleson	Secretary and Treasurer (Principal Financial and Accounting Officer)	December 22, 2003

II-7

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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on December 22, 2003.

CHENIERE ENERGY OPERATING CO., INC.
By:	/s/    WALTER L. WILLIAMS
	Walter L. Williams President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charif Souki and Don A. Turkleson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    CHARIF SOUKI Charif Souki	Chairman of the Board of Directors	December 22, 2003
/s/    WALTER L. WILLIAMS         Walter L. Williams	President and Director (Principal Executive Officer)	December 22, 2003
/s/    DON A. TURKLESON         Don A. Turkleson	Secretary and Treasurer (Principal Financial and Accounting Officer)	December 22, 2003

II-8

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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on December 22, 2003.

CHENIERE-GRYPHON MANAGEMENT, INC.
By:	/s/    CHARIF SOUKI
	Charif Souki President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charif Souki and Don A. Turkleson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    CHARIF SOUKI         Charif Souki	President and Chairman of the Board of Directors (Principal Executive Officer)	December 22, 2003
/s/    DON A. TURKLESON         Don A. Turkleson	Secretary and Treasurer (Principal Financial and Accounting Officer)	December 22, 2003

II-9

EXHIBIT INDEX

Exhibit No.	Exhibit
**1.1	Form of Underwriting Agreement for each of the securities registered hereby.
†4.1	Amended and Restated Certificate of Incorporation of Cheniere Energy, Inc. (incorporated by reference to Exhibit 3.1 to Cheniere’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 as filed with the SEC on August 16, 1999 (SEC File No. 000-09092)).
†4.2	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cheniere Energy, Inc. (incorporated by reference to Exhibit 3.2 to Cheniere’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 as filed with the SEC on August 16, 1999 (SEC File No. 000-09092)).
†4.3	By-laws of Cheniere Energy, Inc., as amended through April 7, 1997 (incorporated by reference to Exhibit 3.2 to Cheniere’s Annual Report on Form 10-K for the year ended December 31, 1998 as filed with the SEC on March 29, 1999 (SEC File No. 000-09092)).
†4.4	Specimen Common Stock Certificate of Cheniere Energy, Inc. (incorporated by reference to Exhibit 4.1 to Cheniere’s Registration Statement on Form S-1 as filed with the SEC on August 27, 1996 (SEC File No. 333-10905)).
**4.5	Specimen Preferred Stock Certificate of Cheniere Energy, Inc.
*4.6	Certificate of Incorporation of Cheniere LNG, Inc. (including Certificates of Ownership and Merger).
*4.7	Bylaws of Cheniere LNG, Inc.
*4.8	Certificate of Incorporation of Cheniere LNG Services, Inc.
*4.9	Bylaws of Cheniere LNG Services, Inc.
*4.10	Certificate of Incorporation of Cheniere-Gryphon Management, Inc.
*4.11	Bylaws of Cheniere-Gryphon Management, Inc.
*4.12	Certificate of Incorporation of Cheniere Energy Operating Co., Inc. (including Certificate of Amendment).
*4.13	Bylaws of Cheniere Energy Operating Co., Inc.
*4.14	Form of Senior Unsecured Indenture (including form of senior unsecured debt security).
*4.15	Form of Senior Subordinated Indenture (including form of senior subordinated debt security).
**4.16	Form of Warrant Agreement (including form of warrant certificate).
*5.1	Opinion of Andrews Kurth LLP regarding legality of the securities being registered by Cheniere Energy, Inc.
*12.1	Statement of computation of ratios of earnings to fixed charges.
*23.1	Consent of Mann Frankfort Stein & Lipp CPAs, L.L.P.
*23.2	Consent of PricewaterhouseCoopers LLP.
*23.3	Consent of KPMG LLP.
*23.4	Consent of Andrews Kurth LLP (included in Exhibit 5.1).
*23.5	Consent of Ryder Scott Company, L.P.
*24.1	Power of Attorney (included in Part II as a part of the signature pages of the Registration Statement).

Exhibit No.	Exhibit
**25.1	Form T-1 Statement of Eligibility and Qualification of Trustee under Trust Indenture Act of 1939 relating to the Senior Unsecured Debt Securities.
**25.2	Form T-1 Statement of Eligibility and Qualification of Trustee under Trust Indenture Act of 1939 relating to the Senior Subordinated Debt Securities.

* Filed herewith.

** To be filed by amendment or as an exhibit to Current Report on Form 8-K filed at a later date in connection with a specific offering.

† Incorporated by reference herein.

EX-4.6

                                                                     EXHIBIT 4.6

                          CERTIFICATE OF INCORPORATION

                                       OF

                               CHENIERE LNG, INC.

FIRST:  The name of the corporation is Cheniere LNG, Inc.

SECOND: The address of its registered office in the State of Delaware is 1209
Orange Street, in the City of Wilmington, County of New Castle 19801. The name
of its registered agent at such address is The Corporation Trust Company.

THIRD: The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware (the "General
Corporation Law").

FOURTH: The total number of shares of capital stock of the corporation shall be
One Thousand (1,000) shares of Common Stock of the par value of One Cent ($0.01)
per share.

                The following is a statement fixing certain of the designations,
        preferences and relative, participating, optional or other special
        rights of the Common Stock of the corporation, and the qualifications,
        limitations or restrictions thereof:

        I.      Common Stock

                1. Dividends. The Board of Directors may, in its discretion, out
        of funds legally available for the payment of dividends and at such
        times and in such manner as determined by the Board of Directors,
        declare and pay dividends on the Common Stock of the corporation.

                2. Liquidation. In the event of any liquidation, dissolution or
        winding up of the corporation, whether voluntary or involuntary (each, a
        "Liquidation Event"), after payment or provision for payment of the
        debts and other liabilities of the corporation, the holders of the
        Common Stock upon a Liquidation Event shall be entitled to receive
        ratably any or all assets remaining to be paid or distributed.

                3. Voting Rights. The holders of the Common Stock of the
        corporation shall be entitled to one vote for each share of such stock
        held by them.

        II.     No Preemptive Rights

                No holder of shares of stock of the corporation shall have any
        preemptive or other rights, except as such rights are expressly provided
        by contract, to purchase or subscribe for or receive any shares of any
        class, or series thereof, of stock of the corporation, whether now or
        hereafter authorized, or any warrants, options, bonds, debentures or
        other securities convertible into, exchangeable for or carrying any
        right to purchase any shares of any class, or series thereof, of stock;
        but such additional shares of stock and such warrants, options, bonds,
        debentures or other securities convertible into, exchangeable for or
        carrying any right to purchase any shares of any class, or series
        thereof, of stock may



        be issued or disposed of by the Board of Directors to such persons, and
        on such terms and for such lawful consideration, as in its discretion it
        shall deem advisable or as to which the corporation shall have by
        binding contract agreed.

FIFTH: The name and mailing address of the directors, who shall serve until the
first annual meeting of stockholders or until successors are elected and
qualified, are as follows:

                        Names                      Address
                        -----                      -------
                        Charif Souki               333 Clay Street,
                                                   Suite 3400
                                                   Houston, Texas  77002

The number of directors of the corporation shall be as specified in, or
determined in the manner provided in, the bylaws. Election of directors need not
be by written ballot.

SIXTH: To the fullest extent permitted by the General Corporation Law as same
exists or may hereafter be amended, a director of the corporation shall not be
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director.

SEVENTH: The corporation shall have the right, subject to any express provisions
or restrictions contained in the certificate of incorporation or bylaws of the
corporation, from time to time, to amend the certificate of incorporation or any
provision thereof in any manner now or hereafter provided by law, and all rights
and powers of any kind conferred upon a director or stockholder of the
corporation by the certificate of incorporation or any amendment thereof are
subject to such right of the corporation.

EIGHTH: The corporation hereby elects not to be subject to the provisions of
Section 203 of the General Corporation Law of the State of Delaware.

NINTH: The name of the incorporator is Don Turkleson, and his mailing address is
333 Clay Street, Suite 3400, Houston, Texas 77002.

        I, the undersigned, being the incorporator herein before named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring that this is my
act and deed and that the facts herein stated are true, and accordingly have
hereunto set my hand this 12th day of August, 2002.

                                                 -------------------------------
                                                 Don Turkleson, Incorporator

                                       2



                       CERTIFICATE OF OWNERSHIP AND MERGER

                                     MERGING

                                CXY CORPORATION,

                               a Texas Corporation

                                  WITH AND INTO

                               CHENIERE LNG, INC.

                             A Delaware Corporation

                                 August 13, 2002

                      (PURSUANT TO SECTION 253 OF THE DGCL)

        CXY Corporation, a Texas corporation (the "Corporation"), does hereby
certify that:

        1. The Corporation is incorporated pursuant to the Texas Business
Corporation Act (the "TBCA").

        2. The Corporation owns 100% of the issued and outstanding shares of
each class of capital stock of Cheniere LNG, Inc., a Delaware corporation.

        3. Cheniere LNG, Inc. ("Cheniere LNG") is incorporated pursuant to the
General Corporation Law of the State of Delaware (the "DGCL").

        4. The Corporation's Board of Directors (the "Board of Directors"), by
the following resolutions, duly adopted by unanimous written consent, dated as
of the 13th day of August, 2002, authorized and approved the merger (the
"Merger") of the Corporation with and into, Cheniere LNG with Cheniere LNG
surviving the Merger, on the terms and conditions set forth in such resolutions:

                RESOLVED, that the Board of Directors deems it to be advisable
        and in the best interests of the Corporation that the Corporation merge
        (the "Merger"), pursuant to Section 253 of the General Corporation Law
        of the State of Delaware (the "DGCL") and Article 5.16 of the TBCA and
        under the terms and conditions set forth in that certain Agreement and
        Plan of Merger (the "Plan of Merger"), dated as of August 13, 2002, by
        and between the Corporation and Cheniere LNG, Inc., a Delaware
        corporation and a wholly-owned subsidiary of the Corporation ("Cheniere
        LNG"), with and into Cheniere LNG with Cheniere LNG surviving the
        Merger; and



                FURTHER RESOLVED, that upon consummation of the Merger and
        pursuant to the terms and conditions of the Plan of Merger, the total
        number of issued and outstanding shares of the common stock, par value
        $0.01 per share ("Corporation Common Stock"), of the Corporation held by
        each holder of such shares immediately prior to the effectiveness of the
        Merger shall, by virtue of the Merger and without any action on the part
        of any person or entity, be converted into and exchangeable for the
        right to receive an equal number of shares of the common stock, par
        value $0.01 per share, of Cheniere LNG (the "Cheniere LNG Common
        Stock").

                FURTHER RESOLVED, that the Plan of Merger be, and hereby is,
        authorized and approved; and

                FURTHER RESOLVED, that the Plan of Merger be submitted to the
        sole shareholder of the Corporation for its approval thereof in
        accordance with Articles 5.16A.(b) and 5.03 of the TBCA, and that the
        Board of Directors hereby recommends that such sole shareholder adopt
        and approve the Plan of Merger; and

                FURTHER RESOLVED, that the consummation of the transactions
        contemplated by the Plan of Merger, including, without limitation, the
        consummation of the transactions contemplated by any and all documents,
        certificates, instruments, agreements or other writings constituting
        exhibits to the Plan of Merger or otherwise referred to therein, related
        thereto, contemplated thereby or necessary, appropriate, advisable or
        desirable to consummate the transactions contemplated thereby
        (collectively, the "Additional Documents"), including, without
        limitation, any such documents to be filed in the office of the
        Secretary of State of the State of Delaware and/or the office of the
        Secretary of State of the State of Texas in order to effectuate the
        Merger, are hereby authorized and approved, with such changes therein as
        the Chairman of the Board, the Chief Executive Officer, the President,
        the Chief Financial Officer, any Vice President, the Secretary, any
        Assistant Secretary, the Treasurer, and/or any Assistant Treasurer of
        the Corporation (collectively, the "Proper Officers"), any one of whom
        may act without the joinder of any of the others, shall approve (with
        such approval to be evidenced by the execution of such agreement by any
        such Proper Officer) and that each such Proper Officer be, and hereby
        is, subject to the approval of the Plan of Merger by the shareholders of
        the Corporation, authorized to cause the Corporation to perform the
        transactions contemplated by the Plan of Merger and/or any Additional
        Documents; and

                FURTHER RESOLVED, that the Proper Officers, any one of whom may
        act without the joinder of any of the others, be, and each of them
        hereby is, subject to the approval of the Plan of Merger by the
        shareholders of the Corporation, authorized, empowered, and directed,
        for, on behalf of, and in the name of, the Corporation, to make,
        execute, certify, deliver, and acknowledge the Plan of Merger and any
        Additional Documents, and to do or cause to be done any and all such
        other acts and things as they, or any of them, may deem necessary,



        appropriate, advisable or desirable to make effective or implement the
        intent and purposes of the foregoing resolutions, and any such document
        so executed or act or thing done or caused to be done by them, or any of
        them, shall be conclusive evidence of their, his or her authority in so
        doing.

        5. The Merger has been adopted, approved, certified, executed and
acknowledged by the Corporation in accordance with the laws under which it is
organized.

    IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership
and Merger to be executed effective as of the date first set forth above.


                                            CXY CORPORATION, a Texas Corporation

                                            By:
                                               ---------------------------------
                                                 Don Turkleson
                                                 Treasurer and Secretary

EX-4.7

                                                                     EXHIBIT 4.7

                               CHENIERE LNG, INC.

                                     BYLAWS

                                   ARTICLE 1.

                                     OFFICES

     SECTION 1. Registered Office. The registered office of the Company in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle 19801. The name of its registered agent at such address is The
Corporation Trust Company.

     SECTION 2. Principal Office. The principal office of the Company will be in
Houston, Texas or at such other place as the board of directors may from time to
time determine.

     SECTION 3. Other Offices. The Company may also have offices at such other
places as the board of directors may from time to time determine or the business
of the corporation may require.

                                   ARTICLE II.

                             MEETING OF STOCKHOLDERS

     SECTION 1. Place of Meetings. All meetings of stockholders will be held at
the principal office of the Company, or at such other place as will be
determined by the board of directors and specified in the notice of the meeting.

     SECTION 2. Annual Meeting. The annual meeting of stockholders will be held
at such date and time as will be designated from time to time by the board of
directors and stated in the notice of the meeting, at which meeting the
stockholders will elect by written ballot a board of directors and transact such
other business as may properly be brought before the meeting of stockholders.

     SECTION 3. Notice of Annual Meeting. Written or printed notice of the
annual meeting stating the place, day, and hour thereof, will be served upon or
mailed to each stockholder entitled to vote thereat at such address as appears
on the books of the Company, not less than ten (10) nor more than sixty (60)
days before the date of the meeting.

     SECTION 4. Special Meeting. Special meetings of stockholders will be called
by the President or the board of directors, and will be called by the President
or secretary at the request in writing of the stockholders owning one-third of
the outstanding shares of capital stock of the Company. Such request will state
the purpose(s) of the proposed meeting, and any purpose so stated will be
conclusively deemed to be a "proper" purpose.

     SECTION 5. Notice of Special Meeting. Written or printed notice of a
special meeting stating the place, day, hour and purpose(s) thereof, will be
served upon or mailed to each



stockholder entitled to vote thereat at such address as appears on the books of
the Company, not less than ten (10) nor more than sixty (60) days before the
date of the meeting.

     SECTION 6. Business at Special Meeting. Business transacted at all special
meetings of stockholders will be confined to the purpose or purposes stated in
the notice.

     SECTION 7. Stockholder List. At least ten (10) days before each meeting of
stockholders, a complete list of stockholders entitled to vote at each such
meeting or in any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, will be prepared by the
secretary. Such list will be open to the examination of any stockholder, for any
purpose germane to the meeting, during ordinary business hours for such ten (10)
day period either at a place within the city where the meeting is to be held,
or, if not so specified, the place where the meeting is to be held. Such list
will also be produced and kept open at the time and place of the meeting.

     SECTION 8. Quorum. The holders of a majority of the shares of capital stock
issued and outstanding and entitled to vote thereat, represented in person or by
proxy, will constitute a quorum at all meetings of the stockholders for the
transaction of business. The stockholders present may adjourn the meeting
despite the absence of a quorum. When a meeting is adjourned for less than
thirty (30) days in any one adjournment, it will not be necessary to give any
notice of the adjourned meeting if the time and place to which the meeting is
adjourned are announced at the meeting at which the adjournment is taken, and at
the adjourned meeting any business may be transacted which might have been
transacted on the original date of the meeting. When a meeting is adjourned for
thirty (30) days or more, notices of the adjourned meeting will be given as in
the case of an original meeting.

     SECTION 9. Proxies. At any meetings of the stockholders, every stockholder
having the right to vote will be entitled to vote in person or by proxy
appointed by an instrument in writing subscribed by such stockholder or by his
duly authorized attorney-in-fact and bearing a date not more than eleven (11)
months prior to said meeting.

     SECTION 10. Voting. Unless otherwise provided by statute, each stockholder
having the right to vote will be entitled to vote each share of stock having
voting power registered in his name on the books of the Company. Cumulative
voting for directors is prohibited.

     SECTION 11. Consent of Stockholders in Lieu of Meeting. Any action which
may be taken at a special or annual meeting of the stockholders may be taken
without a meeting, without prior notice, and without a vote, if a consent in
writing, setting forth the action so taken, will be signed by all of the holders
of outstanding stock having not less than the minimum number of votes which
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent will be given to those stockholders who have not consented in writing.


                                       2



                                  ARTICLE III.

                               BOARD OF DIRECTORS

     SECTION 1. Number of Directors. The number of directors which shall
constitute the whole Board of Directors may be increased or decreased (provided
such decrease does not shorten the term of any incumbent director) from time to
time by resolution of the Board of Directors. Each director shall hold office
for the term for which he is elected, and until his successor shall have been
elected and qualified or until his earlier death, resignation or removal.

     SECTION 2. Election and Term. Except as provided in Section 3 of this
Article, directors will be elected at the annual meeting of the stockholders,
and each director will be elected to serve until the next annual meeting or
until his successor will have been elected and will qualify. Directors need not
be stockholders.

     SECTION 3. Vacancies and Newly Created Directorships. Vacancies and newly
created directorships resulting from any increase in the authorized number of
directors may be filled by a majority of the directors, although less than a
quorum, except where the vacancies have been created by removal of directors by
the owners of a majority of the outstanding shares of capital stock. In the
event of such removal, the resulting vacancies will be filled by the owners of
the majority of the outstanding shares of capital stock.

     SECTION 4. Resignation; Removal. Any director may resign at any time by
giving written notice thereof to the board of directors. Any such resignation
will take effect as of its date unless some other date is specified therein, in
which event it will be effective as of that date. The acceptance of such
resignation will not be necessary to make it effective. The board of directors
may, by majority vote of the directors then in office, remove a director for
cause. The owners of a majority of the outstanding shares of capital stock may
remove any director or the entire board of directors, with or without cause,
either by a vote at a special meeting or annual meeting, or by written consent.

                                   ARTICLE IV.

                              MEETINGS OF THE BOARD

     SECTION 1. Regular Meetings. Upon the adjournment of the annual meeting of
stockholders, the board of directors will meet as soon as practicable to appoint
the members of such committees of the board of directors as the board may deem
necessary or advisable, to elect officers for the ensuing year, and to transact
such other business as may properly come before the board of directors at such
meeting. No notice of such meeting will be necessary to the newly elected
directors in order legally to constitute the meeting provided a quorum will be
present. Regular meetings may be held at such other times as shall be designated
by the board of directors without notice to the directors.

     SECTION 2. Special Meetings. Special meetings of the board of directors
will be held whenever called by the chairman of the board, president, chairman
of the executive committee or by two or more directors. Notice of each meeting
will be given at least three (3) days prior to the


                                       3



date of the meeting either personally, or by telephone or telegraph to each
director, and will state the purpose, place, day and hour of the meeting.

     SECTION 3. Quorum and Voting. At all meetings of the board of directors
(except in the case of a meeting convened for the purpose specified in Article
III, Section 3 of these bylaws) a majority of the directors will be necessary
and sufficient to constitute a quorum for the transaction of business and the
act of a majority of the directors present at any meeting at which there is a
quorum will be the act of the board of directors. If a quorum will not be
present at any such meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum will be present.

     SECTION 4. Telephone Meetings. At any meeting of the board of directors, a
member may attend by telephone, radio, television, or similar means of
communication which permits him to participate in the meeting, and a director so
attending will be deemed present at the meeting for all purposes including the
determination of whether a quorum is present.

     SECTION 5. Action by Written Consent. Any action required or permitted to
be taken by the board of directors may be taken without a meeting if a consent
in writing, setting forth the action so taken, is signed by all of the members
of the board.

     SECTION 6. Attendance Fees. Directors will not receive any stated salary,
as such, for their services, but by resolution of the board of directors a fixed
sum and expenses of attendance may be allowed for attendance at each regular or
special meeting of the board; however, this provision will not preclude any
director from serving the Company in any other capacity and receiving
compensation therefor.

                                   ARTICLE V.

                                   COMMITTEES

     SECTION 1. Executive Committee. The board of directors, by resolution may
designate one or more directors to constitute an Executive Committee, which
committee, to the extent provided in such resolution, will have and may exercise
all of the powers and authority of the board of directors in the management of
the business and affairs of the Company, except where action of the board of
directors is required by statute.

     SECTION 2. Other Committees. The board of directors may by resolution
create other committees for such terms and with such powers and duties as the
board shall deem appropriate.

     SECTION 3. Organization of Committees. The chairman of each committee of
the board of directors will be chosen by the members thereof. Each committee
will elect a secretary, who will be either a member of the committee or the
secretary of the Company. The chairman of each committee will preside at all
meetings of such committee.

     SECTION 4. Meetings. Regular meetings of each committee may be held without
the giving of notice if a day of the week, a time, and a place will have been
established by the committee for such meetings. Special meetings (and, if the
requirements of the preceding
                                       4



sentence have not been met, regular meetings) will be called as provided in
Article IV, Section 3 with respect to notices of special meetings of the board
of directors.

     SECTION 5. Quorum and Manner of Acting. A majority of the members of each
committee must be present either in person or by telephone, radio, television,
or similar means of communication, at each meeting of such committee in order to
constitute a quorum for the transaction of business. The act of a majority of
the members so present at a meeting at which a quorum is present will be the act
of such committee. The members of each committee will act only as a committee,
and will have no power or authority, as such, by virtue of their membership on
the committee.

     SECTION 6. Action by Written Consent. Any action required or permitted to
be taken by any committee may be taken without a meeting if a consent in
writing, setting forth the action so taken, is signed by all of the members of
the committee.

     SECTION 7. Record of Committee Action; Reports. Each committee will
maintain a record, which need not be in the form of complete minutes, of the
action taken by it at each meeting, which record will include the date, time,
and place of the meeting, the names of the members present and absent, the
action considered, and the number of votes cast for and against the adoption of
the action considered. All action by each committee will be reported to the
board of directors at its meeting next succeeding such action, such report to be
in sufficient detail as to enable the board to be informed of the conduct of the
Company's business and affairs since the last meeting of the board.

     SECTION 8. Removal. Any member of any committee may be removed from such
committee, either with or without cause, at any time, by resolution adopted by a
majority of the whole board of directors at any meeting of the board.

     SECTION 9. Vacancies. Any vacancy in any committee will be filled by the
board of directors in the manner prescribed by these bylaws for the original
appointment of the members of such committee.

                                   ARTICLE VI.

                                    OFFICERS

     SECTION 1. Appointment and Term of Office. The officers of the Company will
consist of a president, a secretary, and there may be a chairman of the board,
treasurer, one or more vice presidents, one or more assistant secretaries, one
or more assistant treasurers, and such other officers as may be appointed by the
board. One of the directors may also be chosen chairman of the board. Each of
such officers (except as may be appointed pursuant to Section 5(g) of this
Article), will be chosen annually by the board of directors at its regular
meeting immediately following the annual meeting of stockholders and, subject to
any earlier resignation or removal, will hold office until the next annual
meeting of stockholders or until his successor is elected and qualified. Two or
more offices may be held by the same person.

     SECTION 2. Removal. Any officer or agent elected or appointed by the board
of directors may be removed by the board of directors whenever in its judgment
the best interests of


                                       5



the corporation will be served thereby, but such removal will be without
prejudice to the contract rights, if any, of the person so removed. Election or
appointment of an officer or agent will not of itself create contract rights.

     SECTION 3. Vacancies. A vacancy in the office of any officer may be filled
by vote of a majority of the directors for the unexpired portion of the term.

     SECTION 4. Salaries. The salaries of all officers of the corporation will
be fixed by the board of directors except as otherwise directed by the board.

     SECTION 5. Powers and Duties. The powers and duties of the officers will be
those usually pertaining to their respective offices, subject to the general
direction and supervision of the board of directors. Such powers and duties will
include the following:

          a. Chairman of the Board. The Board of Directors may select from among
its members a Chairman of the Board who shall preside when present at all
meetings of the shareholders and at all meetings of the Board of Directors and
approve the minutes of all proceedings thereat, and he shall be available to
consult with and advise the officers of the Company with respect to the conduct
of the business and affairs of the Company and shall have such other powers and
duties as designated in accordance with these Bylaws and as from time to time
may be assigned to him by the Board of Directors.

          b. President. The President shall be the chief executive officer of
the Company unless the Board of Directors designates the Chairman of the Board
as chief executive officer. Subject to the control of the Board of Directors,
the President shall have general executive charge, management and control of the
affairs, properties and operations of the Company in the ordinary course of its
business, with all such duties, powers and authority with respect to such
affairs, properties and operations as may be reasonably incident to such
responsibilities; he may appoint or employ and discharge employees and agents of
the Company and fix their compensation; he may make, execute, acknowledge and
deliver any and all contracts, leases, deeds, conveyances, assignments, bills of
sale, transfers, releases and receipts, any and all mortgages, deeds of trust,
indentures, pledges, chattel mortgages, liens and hypothecations, and any and
all bonds, debentures, notes, other evidences of indebtedness and any and all
other obligations and encumbrances and any and all other instruments, documents
and papers of any kind or character for and on behalf of and in the name of the
Company, and, with the Secretary or an Assistant Secretary, he may sign all
certificates for shares of the capital stock of the Company; he shall do and
perform such other duties and have such additional authority and powers as from
time to time may be assigned to or conferred upon him by the Board of Directors.

          c. Chief Operating Officer. In the absence of the Chairman of the
Board and the President or in the event of their death, inability, or refusal to
act, the Company may designate a Chief Operating Officer to perform the duties
of Chairman of the Board, and when so acting, to have all the powers of and be
subject to all the restrictions upon the Chairman of the Board. The Chief
Operating Officer shall perform such other duties as from time to time may be
assigned to him by the President, by the Chairman of the Board, or by the Board
of Directors.


                                       6



          d. The Vice Presidents. Each Vice President shall generally assist the
President and shall have such powers and perform such duties and services as
shall from time to time be prescribed or delegated to him by the President or
the Board of Directors. In the absence of the President or in the event of his
death, inability, or refusal to act, the Vice President (or in the event there
be more than one Vice President, the Vice Presidents in the order designated at
the time of their election, or in the absence of any designation, then in the
order of their election) shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the President. Any Vice President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the Company; and shall perform such other
duties as from time to time may be assigned to him by the President, or by the
Board of Directors.

          e. Secretary. It shall be the duty of the Secretary to give notice to
and attend all meetings of the shareholders and Board of Directors and record
correctly all votes, actions and the minutes of all proceedings had at such
meetings in a book suitable for that purpose. It shall also be the duty of the
Secretary to attest, with his signature and the seal of the Company, all stock
certificates issued by the Company and to keep a stock ledger in which shall be
correctly recorded all transactions pertaining to the capital stock of the
Company. He shall also attest, with his signature and the seal of the Company,
all deeds, conveyances, or other instruments requiring the seal of the Company.
The person holding the office of Secretary shall also perform, under the
direction and subject to the control of the President and the Board of
Directors, such other duties as may be assigned to him. The duties of the
Secretary may also be performed by any Assistant Secretary. In the absence of
the appointment of a Treasurer for the Company, the Secretary shall perform the
duties of the Treasurer.

          f. Treasurer. The Treasurer shall be the chief accounting and
financial officer of the Company and shall have active control of and shall be
responsible for all matters pertaining to the accounts and finances of the
Company. If required by the Board of Directors, the Treasurer shall give a bond
for the faithful discharge of his duties in such sum and with such surety or
sureties as the Board of Directors may determine. He shall keep such monies and
securities of the Company as may be entrusted to his keeping and account for the
same. He shall be prepared at all times to give information as to the condition
of the Company and shall make a detailed annual report of the entire business
and financial condition of the Company. The person holding the office of
Treasurer shall also perform, under the direction and subject to the control of
the President and the Board of Directors, such other duties as may be assigned
to him. The duties of the Treasurer may also be performed by any Assistant
Treasurer.

          g. Other Officers. The board of directors may appoint such other
officers, agents, or employees as it may deem necessary for the conduct of the
business of the Company. In addition, the board may authorize the president or
some other officers to appoint such agents or employees as they deem necessary
for the conduct of the business of the Company.

     SECTION 6. Resignations. Any officer may resign at any time by giving
written notice thereof to the board of directors. Any such resignation will take
effect as of its date unless some other date is specified therein, in which
event it will be effective as of that date. The acceptance of such resignation
will not be necessary to make it effective.


                                       7



     SECTION 7. Delegation of Authority. In the case of any absence of any
officer of the Company, or for any other reason that the Board may deem
sufficient, the President or the Board of Directors may delegate some or all the
powers or duties of such officer to any other officer or to any Director,
employee, shareholder, or agent for whatever period of time seems desirable.

                                  ARTICLE VII.

                    SHARES OF STOCK AND THEIR TRANSFER; BOOKS

     SECTION 1. Forms of Certificates. Shares of the capital stock of the
Company will be represented by certificates in such form, not inconsistent with
law or with the Certificate of Incorporation of the Company, as will be approved
by the board of directors, and will be signed by the chairman of the board or
president or a vice president and the secretary or an assistant secretary or the
treasurer or an assistant treasurer and sealed with the seal of the Company.
Such seal may be facsimile, engraved or printed. Where any such certificate is
countersigned by a transfer agent or by a registrar, the signature of such
chairman of the board, president, vice president, secretary, assistant
secretary, treasurer or assistant treasurer upon such certificate may be
facsimiles, engraved or printed.

     SECTION 2. Transfer of Shares. Shares of stock of the Company will be
transferred only on the stock books of the Company by the holder of record
thereof in person, or by his duly authorized attorney, upon surrender of the
certificate therefor.

     SECTION 3. Stockholders of Record. Stockholders of record entitled to vote
at any meeting of stockholders or entitled to receive payment of any dividend or
to any allotment of rights or to exercise the rights in respect of any change or
conversion or exchange of capital stock will be determined according to the
Company's record of stockholders and, if so determined by the board of directors
in the manner provided by statute, will be such stockholders of record (a) at
the date fixed for closing the stock transfer books, or (b) as of the date of
record.

     SECTION 4. Lost, Stolen, or Destroyed Certificates. The board of directors
may direct the issuance of new or duplicate stock certificates in place of lost,
stolen, or destroyed certificates, upon being furnished with evidence
satisfactory to it of the loss, theft, or destruction and upon being furnished
with indemnity satisfactory to it. The board of directors may delegate to any
officer authority to administer the provisions of this Section.

     SECTION 5. Closing of Transfer Books. The board of directors will have
power to close the stock transfer books of the Company for a period not
exceeding sixty (60) days nor less than ten days preceding the date of any
meeting of stockholders, or the date for the payment of any dividend, or the
date for the allotment of rights, or the date when change or conversion or
exchange of capital stock will go into effect, or for a period not exceeding
sixty (60) days nor less than ten (10) days in connection with obtaining the
consent of stockholders for any purpose; or the board may, in its discretion,
fix a date, not more than sixty (60) days nor less than ten (10) days before any
stockholders' meeting, or the date for the payment of any dividend, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of capital stock will go into effect as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting and at any adjournment thereof, or entitled to receive


                                       8



payment of any such dividend, or to any such allotment of rights, or to exercise
the rights in respect of such change, conversion, or exchange of capital stock,
or to give such consent, and in such case such stockholders and only such
stockholders as will be stockholders of record on the date so fixed will be
entitled to notice of and to vote at such meeting and at any adjournment
thereof, or to receive payment of such dividend, or to exercise rights, or to
give such consent as the case may be, notwithstanding any transfer of any stock
on the books of the Company after such record date fixed as aforesaid.

     SECTION 6. Regulations. The board of directors may make such rules and
regulations as it may deem expedient concerning the issuance, transfer, and
registration of certificates of stock. The board of directors may appoint one or
more transfer agents or registrars, or both, and may require all certificates of
stock to bear the signature of either or both.

     SECTION 7. Examination of Books by Stockholders. The original or duplicate
stock ledger of the Company containing the names and addresses of the
stockholders and the number of shares held by them and the other books and
records of the Company will, at all times during the usual hours of business, be
available for inspection at its principal office, and any stockholder, upon
compliance with the conditions set forth in and to the extent authorized by
Section 220 of the Delaware General Corporation Law, will have the right to
inspect such books and records.

                                  ARTICLE VIII.

                          INDEMNIFICATION AND INSURANCE

     SECTION 1. Power to Indemnify in Actions, Suits or Proceedings other than
those by or in the Right of the Company. Subject to Section 3 of this Article
VIII, the Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Company) by reason of the fact
that such person is or was a director or officer of the Company, or is or was
serving at the request of the Company as a director, officer, employee or agent
of another Company, partnership, joint venture, trust, employee benefit plan or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that such person did not act in good
faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct was
unlawful.

     SECTION 2. Power to Indemnify in Actions, Suits or Proceedings by or in the
Right of the Company. Subject to Section 3 of this Article VIII, the Company
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or


                                       9



completed action or suit by or in the right of the Company to procure a judgment
in its favor by reason of the fact that such person is or was a director or
officer of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another Company, partnership, joint
venture, trust, employee benefit plan or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the Company; except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the Company unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

     SECTION 3. Authorization of Indemnification. Any indemnification under this
Article VIII (unless ordered by a court) shall be made by the Company only as
authorized in the specific case upon a determination that indemnification of the
present or former director, officer, employee or agent is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in Section 1 or Section 2 of this Article VIII, as the case may be. Such
determination shall be made with respect to a person who is a director or
officer at the time of such determination, (i) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (ii) by a committee of such directors designated by
majority vote of such directors, even though less than a quorum, or (iii) if
there are no such directors or if such directors so direct, by independent legal
counsel in a written opinion, or (iv) by the stockholders. To the extent,
however, that a director or officer of the Company has been successful on the
merits or otherwise in defense of any action, suit or proceeding described
above, or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith, without the necessity of authorization
in the specific case.

     SECTION 4. Expenses Payable in Advance. Expenses incurred by a director or
officer in defending or investigating a threatened or pending action, suit or
proceeding may be required by the Board of Directors to be paid (upon such terms
and conditions, if any, as the Board of Directors deems appropriate) by the
Company in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the Company as authorized in this Article VIII.

     SECTION 5. Nonexclusivity of Indemnification and Advancement of Expenses.
The indemnification and advancement of expenses provided by, or granted pursuant
to, this Article VIII shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
any by-law, agreement, contract, vote of stockholders or disinterested directors
or pursuant to the direction (howsoever embodied) of any court of competent
jurisdiction or otherwise, both as to action in a person's official capacity and
as to action in another capacity while holding such office, it being the policy
of the Company that indemnification of the persons specified in Sections 1 and 2
of this Article VIII shall be made to the fullest extent permitted by law. The
provisions of this Article VIII shall not be


                                       10



deemed to preclude the indemnification of any person who is not specified in
Section 1 of Section 2 of this Article VIII but whom the Company has the power
or obligation to indemnify under the provisions of the General Corporation Law
of the State of Delaware, or otherwise.

     SECTION 6. Insurance. The Company may purchase and maintain insurance on
behalf of any person who is or was a director or officer of the Company, or is
or was serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise against any liability asserted against such
person and incurred by him in any such capacity, or arising out of such person's
status as such, whether or not the Company would have the power or the
obligation to indemnify such person against such liability under the provisions
of this Article VIII.

                                   ARTICLE IX.

                            EXECUTION OF INSTRUMENTS

     SECTION 1. Contracts, etc. The board of directors or any committee
thereunto duly authorized may authorize any officer or officers, agent or
agents, to enter into any contract or to execute and deliver in the name and on
behalf of the Company any contract or other instruments, except certificates
representing shares of stock of the Company, and such authority may be general
or may be confined to specific instances.

     SECTION 2. Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes, acceptances or other evidence of indebtedness issued by
or in the name of the Company will be signed by such officer or officers, agent
or agents of the Company and in such manner as will be determined from time to
time by resolution of the board of directors. Unless otherwise provided by
resolution of the board, endorsements for deposits to the credit of the Company
in any of its duly authorized depositories may be made by a hand-stamped legend
in the name of the Company or by written endorsement of an officer with
countersignature.

     SECTION 3. Loans. No loans will be contracted on behalf of the Company
unless authorized by the board of directors, but when so authorized, unless a
particular officer or agent is directed to negotiate the same, may be
negotiated, up to the amount so authorized, by the chairman of the board or the
president or a vice-president or the treasurer; and such officers are hereby
severally authorized to execute and deliver in the name and on behalf of the
Company, notes or other evidences of indebtedness countersigned by the chairman
of the board or the president or a vice-president for the amount of such loans
and to give security for the payment of any and all loans, advances, and
indebtedness by hypothecating, pledging or transferring any part or all of the
property of the Company, real or personal, at any time owned by the Company.

     SECTION 4. Sale or Transfer of Securities Held by the Company. Stock
certificates, bonds or other securities at any time owned by the Company may be
held on behalf of the Company or sold, transferred, or otherwise disposed of
pursuant to authorization by the board of directors, or of any committee
thereunto duly authorized, and, when so authorized to be sold, transferred, or
otherwise disposed of, may be transferred from the name of the Company by the
signature of the chairman of the board or the president or a vice president and
the treasurer or the assistant treasurer or the secretary or the assistant
secretary.


                                       11



                                   ARTICLE X.

                                  MISCELLANEOUS

     SECTION 1. Fiscal Year. Until otherwise determined by the board of
directors, the fiscal year of the Company will be the calendar year.

     SECTION 2. Methods of Notice. Whenever any notice is required to be given
in writing to any stockholder or director pursuant to any statute, the
Certificate of Incorporation, or these bylaws, it will not be construed to
require personal or actual notice, and such notice will be deemed for all
purposes to have been sufficiently given at the time the same is deposited in
the United States mail with postage thereon prepaid, addressed to the
stockholder or director at such address as appears on the books of the Company.
Whenever any notice may be or is required to be given by telegram to any
director, it will be deemed for all purposes to have been sufficiently given at
the time the same is filed with the telegraph or cable office, properly
addressed.

     SECTION 3. Waiver of Notice. The giving of any notice of the time, place,
or purpose of holding any meeting of stockholders or directors and any
requirement as to publication thereof, whether statutory or otherwise, will be
waived by the attendance at such meeting by any person entitled to receive such
notice and may be waived by such person by an instrument in writing executed and
filed with the records of the meeting, either before or after the holding
thereof.

                                          --------------------------------------
                                          Don Turkelson
                                          Secretary

                                       12

EX-4.8

                                                                     EXHIBIT 4.8

                          CERTIFICATE OF INCORPORATION

                                       OF

                           CHENIERE LNG SERVICES, INC.

FIRST: The name of the corporation is Cheniere LNG Services, Inc.

SECOND: The address of its registered office in the State of Delaware is 2711
Centerville Road Suite 400, in the City of Wilmington, County of New Castle
19808. The name of its registered agent at such address is Corporation Service
Company.

THIRD: The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware (the "General
Corporation Law").

FOURTH: The total number of shares of capital stock of the corporation shall be
One Thousand (1,000) shares of Common Stock of the par value of One Cent ($0.01)
per share.

                The following is a statement fixing certain of the designations,
        preferences and relative, participating, optional or other special
        rights of the Common Stock of the corporation, and the qualifications,
        limitations or restrictions thereof:

        I.      Common Stock

                1. Dividends. The Board of Directors may, in its discretion, out
        of funds legally available for the payment of dividends and at such
        times and in such manner as determined by the Board of Directors,
        declare and pay dividends on the Common Stock of the corporation.

                2. Liquidation. In the event of any liquidation, dissolution or
        winding up of the corporation, whether voluntary or involuntary (each, a
        "Liquidation Event"), after payment or provision for payment of the
        debts and other liabilities of the corporation, the holders of the
        Common Stock upon a Liquidation Event shall be entitled to receive
        ratably any or all assets remaining to be paid or distributed.

                3. Voting Rights. The holders of the Common Stock of the
        corporation shall be entitled to one vote for each share of such stock
        held by them.

        II.     No Preemptive Rights

                No holder of shares of stock of the corporation shall have any
        preemptive or other rights, except as such rights are expressly provided
        by contract, to purchase or subscribe for or receive any shares of any
        class, or series thereof, of stock of the corporation, whether now or
        hereafter authorized, or any warrants, options, bonds, debentures or
        other securities convertible into, exchangeable for or carrying any
        right to purchase any shares of any class, or series thereof, of stock;
        but such additional shares of stock and such warrants, options, bonds,
        debentures or other securities convertible into, exchangeable for or
        carrying any right to purchase any shares of any class, or series
        thereof, of stock may



        be issued or disposed of by the Board of Directors to such persons, and
        on such terms and for such lawful consideration, as in its discretion it
        shall deem advisable or as to which the corporation shall have by
        binding contract agreed.

FIFTH: The name and mailing address of the directors, who shall serve until the
first annual meeting of stockholders or until successors are elected and
qualified, are as follows:

                        Names                      Address
                        -----                      -------
                        Charif Souki               333 Clay Street,
                                                   Suite 3400
                                                   Houston, Texas  77002

The number of directors of the corporation shall be as specified in, or
determined in the manner provided in, the bylaws. Election of directors need not
be by written ballot.

SIXTH: To the fullest extent permitted by the General Corporation Law as same
exists or may hereafter be amended, a director of the corporation shall not be
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director.

SEVENTH: The corporation shall have the right, subject to any express provisions
or restrictions contained in the certificate of incorporation or bylaws of the
corporation, from time to time, to amend the certificate of incorporation or any
provision thereof in any manner now or hereafter provided by law, and all rights
and powers of any kind conferred upon a director or stockholder of the
corporation by the certificate of incorporation or any amendment thereof are
subject to such right of the corporation.

EIGHTH: The corporation hereby elects not to be subject to the provisions of
Section 203 of the General Corporation Law of the State of Delaware.

NINTH: The name of the incorporator is Don Turkleson, and his mailing address is
333 Clay Street, Suite 3400, Houston, Texas 77002.

        I, the undersigned, being the incorporator herein before named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring that this is my
act and deed and that the facts herein stated are true, and accordingly have
hereunto set my hand this ____ day of September, 2002.

                                             -----------------------------------
                                             Don Turkleson, Incorporator

                                        2

EX-4.9

                                                                     EXHIBIT 4.9

                           CHENIERE LNG SERVICES, INC.

                                     BYLAWS

                                   ARTICLE 1.

                                     OFFICES

        SECTION 1. Registered Office. The registered office of the Company in
the State of Delaware is 2711 Centerville Road Suite 400, in the City of
Wilmington, County of New Castle 19808. The name of its registered agent at such
address is Corporation Service Company.

        SECTION 2. Principal Office. The principal office of the Company will be
in Houston, Texas or at such other place as the board of directors may from time
to time determine.

        SECTION 3. Other Offices. The Company may also have offices at such
other places as the board of directors may from time to time determine or the
business of the corporation may require.

                                   ARTICLE II.

                             MEETING OF STOCKHOLDERS

        SECTION 1. Place of Meetings. All meetings of stockholders will be held
at the principal office of the Company, or at such other place as will be
determined by the board of directors and specified in the notice of the meeting.

        SECTION 2. Annual Meeting. The annual meeting of stockholders will be
held at such date and time as will be designated from time to time by the board
of directors and stated in the notice of the meeting, at which meeting the
stockholders will elect by written ballot a board of directors and transact such
other business as may properly be brought before the meeting of stockholders.

        SECTION 3. Notice of Annual Meeting. Written or printed notice of the
annual meeting stating the place, day, and hour thereof, will be served upon or
mailed to each stockholder entitled to vote thereat at such address as appears
on the books of the Company, not less than ten (10) nor more than sixty (60)
days before the date of the meeting.

        SECTION 4. Special Meeting. Special meetings of stockholders will be
called by the President or the board of directors, and will be called by the
President or secretary at the request in writing of the stockholders owning
one-third of the outstanding shares of capital stock of the Company. Such
request will state the purpose(s) of the proposed meeting, and any purpose so
stated will be conclusively deemed to be a "proper" purpose.

        SECTION 5. Notice of Special Meeting. Written or printed notice of a
special meeting stating the place, day, hour and purpose(s) thereof, will be
served upon or mailed to each



stockholder entitled to vote thereat at such address as appears on the books of
the Company, not less than ten (10) nor more than sixty (60) days before the
date of the meeting.

        SECTION 6. Business at Special Meeting. Business transacted at all
special meetings of stockholders will be confined to the purpose or purposes
stated in the notice.

        SECTION 7. Stockholder List. At least ten (10) days before each meeting
of stockholders, a complete list of stockholders entitled to vote at each such
meeting or in any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, will be prepared by the
secretary. Such list will be open to the examination of any stockholder, for any
purpose germane to the meeting, during ordinary business hours for such ten (10)
day period either at a place within the city where the meeting is to be held,
or, if not so specified, the place where the meeting is to be held. Such list
will also be produced and kept open at the time and place of the meeting.

        SECTION 8. Quorum. The holders of a majority of the shares of capital
stock issued and outstanding and entitled to vote thereat, represented in person
or by proxy, will constitute a quorum at all meetings of the stockholders for
the transaction of business. The stockholders present may adjourn the meeting
despite the absence of a quorum. When a meeting is adjourned for less than
thirty (30) days in any one adjournment, it will not be necessary to give any
notice of the adjourned meeting if the time and place to which the meeting is
adjourned are announced at the meeting at which the adjournment is taken, and at
the adjourned meeting any business may be transacted which might have been
transacted on the original date of the meeting. When a meeting is adjourned for
thirty (30) days or more, notices of the adjourned meeting will be given as in
the case of an original meeting.

        SECTION 9. Proxies. At any meetings of the stockholders, every
stockholder having the right to vote will be entitled to vote in person or by
proxy appointed by an instrument in writing subscribed by such stockholder or by
his duly authorized attorney-in-fact and bearing a date not more than eleven
(11) months prior to said meeting.

        SECTION 10. Voting. Unless otherwise provided by statute, each
stockholder having the right to vote will be entitled to vote each share of
stock having voting power registered in his name on the books of the Company.
Cumulative voting for directors is prohibited.

        SECTION 11. Consent of Stockholders in Lieu of Meeting. Any action which
may be taken at a special or annual meeting of the stockholders may be taken
without a meeting, without prior notice, and without a vote, if a consent in
writing, setting forth the action so taken, will be signed by all of the holders
of outstanding stock having not less than the minimum number of votes which
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent will be given to those stockholders who have not consented in writing.

                                        2



                                  ARTICLE III.

                               BOARD OF DIRECTORS

        SECTION 1. Number of Directors. The number of directors which shall
constitute the whole Board of Directors may be increased or decreased (provided
such decrease does not shorten the term of any incumbent director) from time to
time by resolution of the Board of Directors. Each director shall hold office
for the term for which he is elected, and until his successor shall have been
elected and qualified or until his earlier death, resignation or removal.

        SECTION 2. Election and Term. Except as provided in Section 3 of this
Article, directors will be elected at the annual meeting of the stockholders,
and each director will be elected to serve until the next annual meeting or
until his successor will have been elected and will qualify. Directors need not
be stockholders.

        SECTION 3. Vacancies and Newly Created Directorships. Vacancies and
newly created directorships resulting from any increase in the authorized number
of directors may be filled by a majority of the directors, although less than a
quorum, except where the vacancies have been created by removal of directors by
the owners of a majority of the outstanding shares of capital stock. In the
event of such removal, the resulting vacancies will be filled by the owners of
the majority of the outstanding shares of capital stock.

        SECTION 4. Resignation; Removal. Any director may resign at any time by
giving written notice thereof to the board of directors. Any such resignation
will take effect as of its date unless some other date is specified therein, in
which event it will be effective as of that date. The acceptance of such
resignation will not be necessary to make it effective. The board of directors
may, by majority vote of the directors then in office, remove a director for
cause. The owners of a majority of the outstanding shares of capital stock may
remove any director or the entire board of directors, with or without cause,
either by a vote at a special meeting or annual meeting, or by written consent.

                                   ARTICLE IV.

                              MEETINGS OF THE BOARD

        SECTION 1. Regular Meetings. Upon the adjournment of the annual meeting
of stockholders, the board of directors will meet as soon as practicable to
appoint the members of such committees of the board of directors as the board
may deem necessary or advisable, to elect officers for the ensuing year, and to
transact such other business as may properly come before the board of directors
at such meeting. No notice of such meeting will be necessary to the newly
elected directors in order legally to constitute the meeting provided a quorum
will be present. Regular meetings may be held at such other times as shall be
designated by the board of directors without notice to the directors.

        SECTION 2. Special Meetings. Special meetings of the board of directors
will be held whenever called by the chairman of the board, president, chairman
of the executive committee or by two or more directors. Notice of each meeting
will be given at least three (3) days prior to the

                                        3



date of the meeting either personally, or by telephone or telegraph to each
director, and will state the purpose, place, day and hour of the meeting.

        SECTION 3. Quorum and Voting. At all meetings of the board of directors
(except in the case of a meeting convened for the purpose specified in Article
III, Section 3 of these bylaws) a majority of the directors will be necessary
and sufficient to constitute a quorum for the transaction of business and the
act of a majority of the directors present at any meeting at which there is a
quorum will be the act of the board of directors. If a quorum will not be
present at any such meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum will be present.

        SECTION 4. Telephone Meetings. At any meeting of the board of directors,
a member may attend by telephone, radio, television, or similar means of
communication which permits him to participate in the meeting, and a director so
attending will be deemed present at the meeting for all purposes including the
determination of whether a quorum is present.

        SECTION 5. Action by Written Consent. Any action required or permitted
to be taken by the board of directors may be taken without a meeting if a
consent in writing, setting forth the action so taken, is signed by all of the
members of the board.

        SECTION 6. Attendance Fees. Directors will not receive any stated
salary, as such, for their services, but by resolution of the board of directors
a fixed sum and expenses of attendance may be allowed for attendance at each
regular or special meeting of the board; however, this provision will not
preclude any director from serving the Company in any other capacity and
receiving compensation therefor.

                                   ARTICLE V.

                                   COMMITTEES

        SECTION 1. Executive Committee. The board of directors, by resolution
may designate one or more directors to constitute an Executive Committee, which
committee, to the extent provided in such resolution, will have and may exercise
all of the powers and authority of the board of directors in the management of
the business and affairs of the Company, except where action of the board of
directors is required by statute.

        SECTION 2. Other Committees. The board of directors may by resolution
create other committees for such terms and with such powers and duties as the
board shall deem appropriate.

        SECTION 3. Organization of Committees. The chairman of each committee of
the board of directors will be chosen by the members thereof. Each committee
will elect a secretary, who will be either a member of the committee or the
secretary of the Company. The chairman of each committee will preside at all
meetings of such committee.

        SECTION 4. Meetings. Regular meetings of each committee may be held
without the giving of notice if a day of the week, a time, and a place will have
been established by the committee for such meetings. Special meetings (and, if
the requirements of the preceding

                                        4



sentence have not been met, regular meetings) will be called as provided in
Article IV, Section 3 with respect to notices of special meetings of the board
of directors.

        SECTION 5. Quorum and Manner of Acting. A majority of the members of
each committee must be present either in person or by telephone, radio,
television, or similar means of communication, at each meeting of such committee
in order to constitute a quorum for the transaction of business. The act of a
majority of the members so present at a meeting at which a quorum is present
will be the act of such committee. The members of each committee will act only
as a committee, and will have no power or authority, as such, by virtue of their
membership on the committee.

        SECTION 6. Action by Written Consent. Any action required or permitted
to be taken by any committee may be taken without a meeting if a consent in
writing, setting forth the action so taken, is signed by all of the members of
the committee.

        SECTION 7. Record of Committee Action; Reports. Each committee will
maintain a record, which need not be in the form of complete minutes, of the
action taken by it at each meeting, which record will include the date, time,
and place of the meeting, the names of the members present and absent, the
action considered, and the number of votes cast for and against the adoption of
the action considered. All action by each committee will be reported to the
board of directors at its meeting next succeeding such action, such report to be
in sufficient detail as to enable the board to be informed of the conduct of the
Company's business and affairs since the last meeting of the board.

        SECTION 8. Removal. Any member of any committee may be removed from such
committee, either with or without cause, at any time, by resolution adopted by a
majority of the whole board of directors at any meeting of the board.

        SECTION 9. Vacancies. Any vacancy in any committee will be filled by the
board of directors in the manner prescribed by these bylaws for the original
appointment of the members of such committee.

                                   ARTICLE VI.

                                    OFFICERS

        SECTION 1. Appointment and Term of Office. The officers of the Company
will consist of a president, a secretary, and there may be a chairman of the
board, treasurer, one or more vice presidents, one or more assistant
secretaries, one or more assistant treasurers, and such other officers as may be
appointed by the board. One of the directors may also be chosen chairman of the
board. Each of such officers (except as may be appointed pursuant to Section
5(g) of this Article), will be chosen annually by the board of directors at its
regular meeting immediately following the annual meeting of stockholders and,
subject to any earlier resignation or removal, will hold office until the next
annual meeting of stockholders or until his successor is elected and qualified.
Two or more offices may be held by the same person.

        SECTION 2. Removal. Any officer or agent elected or appointed by the
board of directors may be removed by the board of directors whenever in its
judgment the best interests of

                                        5



the corporation will be served thereby, but such removal will be without
prejudice to the contract rights, if any, of the person so removed. Election or
appointment of an officer or agent will not of itself create contract rights.

        SECTION 3. Vacancies. A vacancy in the office of any officer may be
filled by vote of a majority of the directors for the unexpired portion of the
term.

        SECTION 4. Salaries. The salaries of all officers of the corporation
will be fixed by the board of directors except as otherwise directed by the
board.

        SECTION 5. Powers and Duties. The powers and duties of the officers will
be those usually pertaining to their respective offices, subject to the general
direction and supervision of the board of directors. Such powers and duties will
include the following:

                a. Chairman of the Board. The Board of Directors may select from
among its members a Chairman of the Board who shall preside when present at all
meetings of the shareholders and at all meetings of the Board of Directors and
approve the minutes of all proceedings thereat, and he shall be available to
consult with and advise the officers of the Company with respect to the conduct
of the business and affairs of the Company and shall have such other powers and
duties as designated in accordance with these Bylaws and as from time to time
may be assigned to him by the Board of Directors.

                b. President. The President shall be the chief executive officer
of the Company unless the Board of Directors designates the Chairman of the
Board as chief executive officer. Subject to the control of the Board of
Directors, the President shall have general executive charge, management and
control of the affairs, properties and operations of the Company in the ordinary
course of its business, with all such duties, powers and authority with respect
to such affairs, properties and operations as may be reasonably incident to such
responsibilities; he may appoint or employ and discharge employees and agents of
the Company and fix their compensation; he may make, execute, acknowledge and
deliver any and all contracts, leases, deeds, conveyances, assignments, bills of
sale, transfers, releases and receipts, any and all mortgages, deeds of trust,
indentures, pledges, chattel mortgages, liens and hypothecations, and any and
all bonds, debentures, notes, other evidences of indebtedness and any and all
other obligations and encumbrances and any and all other instruments, documents
and papers of any kind or character for and on behalf of and in the name of the
Company, and, with the Secretary or an Assistant Secretary, he may sign all
certificates for shares of the capital stock of the Company; he shall do and
perform such other duties and have such additional authority and powers as from
time to time may be assigned to or conferred upon him by the Board of Directors.

                c. Chief Operating Officer. In the absence of the Chairman of
the Board and the President or in the event of their death, inability, or
refusal to act, the Company may designate a Chief Operating Officer to perform
the duties of Chairman of the Board, and when so acting, to have all the powers
of and be subject to all the restrictions upon the Chairman of the Board. The
Chief Operating Officer shall perform such other duties as from time to time may
be assigned to him by the President, by the Chairman of the Board, or by the
Board of Directors.

                                        6



                d. The Vice Presidents. Each Vice President shall generally
assist the President and shall have such powers and perform such duties and
services as shall from time to time be prescribed or delegated to him by the
President or the Board of Directors. In the absence of the President or in the
event of his death, inability, or refusal to act, the Vice President (or in the
event there be more than one Vice President, the Vice Presidents in the order
designated at the time of their election, or in the absence of any designation,
then in the order of their election) shall perform the duties of the President,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the President. Any Vice President may sign, with the Secretary
or an Assistant Secretary, certificates for shares of the Company; and shall
perform such other duties as from time to time may be assigned to him by the
President, or by the Board of Directors.

                e. Secretary. It shall be the duty of the Secretary to give
notice to and attend all meetings of the shareholders and Board of Directors and
record correctly all votes, actions and the minutes of all proceedings had at
such meetings in a book suitable for that purpose. It shall also be the duty of
the Secretary to attest, with his signature and the seal of the Company, all
stock certificates issued by the Company and to keep a stock ledger in which
shall be correctly recorded all transactions pertaining to the capital stock of
the Company. He shall also attest, with his signature and the seal of the
Company, all deeds, conveyances, or other instruments requiring the seal of the
Company. The person holding the office of Secretary shall also perform, under
the direction and subject to the control of the President and the Board of
Directors, such other duties as may be assigned to him. The duties of the
Secretary may also be performed by any Assistant Secretary. In the absence of
the appointment of a Treasurer for the Company, the Secretary shall perform the
duties of the Treasurer.

                f. Treasurer. The Treasurer shall be the chief accounting and
financial officer of the Company and shall have active control of and shall be
responsible for all matters pertaining to the accounts and finances of the
Company. If required by the Board of Directors, the Treasurer shall give a bond
for the faithful discharge of his duties in such sum and with such surety or
sureties as the Board of Directors may determine. He shall keep such monies and
securities of the Company as may be entrusted to his keeping and account for the
same. He shall be prepared at all times to give information as to the condition
of the Company and shall make a detailed annual report of the entire business
and financial condition of the Company. The person holding the office of
Treasurer shall also perform, under the direction and subject to the control of
the President and the Board of Directors, such other duties as may be assigned
to him. The duties of the Treasurer may also be performed by any Assistant
Treasurer.

                g. Other Officers. The board of directors may appoint such other
officers, agents, or employees as it may deem necessary for the conduct of the
business of the Company. In addition, the board may authorize the president or
some other officers to appoint such agents or employees as they deem necessary
for the conduct of the business of the Company.

        SECTION 6. Resignations. Any officer may resign at any time by giving
written notice thereof to the board of directors. Any such resignation will take
effect as of its date unless some other date is specified therein, in which
event it will be effective as of that date. The acceptance of such resignation
will not be necessary to make it effective.

                                        7



        SECTION 7. Delegation of Authority. In the case of any absence of any
officer of the Company, or for any other reason that the Board may deem
sufficient, the President or the Board of Directors may delegate some or all the
powers or duties of such officer to any other officer or to any Director,
employee, shareholder, or agent for whatever period of time seems desirable.

                                  ARTICLE VII.

                    SHARES OF STOCK AND THEIR TRANSFER; BOOKS

        SECTION 1. Forms of Certificates. Shares of the capital stock of the
Company will be represented by certificates in such form, not inconsistent with
law or with the Certificate of Incorporation of the Company, as will be approved
by the board of directors, and will be signed by the chairman of the board or
president or a vice president and the secretary or an assistant secretary or the
treasurer or an assistant treasurer and sealed with the seal of the Company.
Such seal may be facsimile, engraved or printed. Where any such certificate is
countersigned by a transfer agent or by a registrar, the signature of such
chairman of the board, president, vice president, secretary, assistant
secretary, treasurer or assistant treasurer upon such certificate may be
facsimiles, engraved or printed.

        SECTION 2. Transfer of Shares. Shares of stock of the Company will be
transferred only on the stock books of the Company by the holder of record
thereof in person, or by his duly authorized attorney, upon surrender of the
certificate therefor.

        SECTION 3. Stockholders of Record. Stockholders of record entitled to
vote at any meeting of stockholders or entitled to receive payment of any
dividend or to any allotment of rights or to exercise the rights in respect of
any change or conversion or exchange of capital stock will be determined
according to the Company's record of stockholders and, if so determined by the
board of directors in the manner provided by statute, will be such stockholders
of record (a) at the date fixed for closing the stock transfer books, or (b) as
of the date of record.

        SECTION 4. Lost, Stolen, or Destroyed Certificates. The board of
directors may direct the issuance of new or duplicate stock certificates in
place of lost, stolen, or destroyed certificates, upon being furnished with
evidence satisfactory to it of the loss, theft, or destruction and upon being
furnished with indemnity satisfactory to it. The board of directors may delegate
to any officer authority to administer the provisions of this Section.

        SECTION 5. Closing of Transfer Books. The board of directors will have
power to close the stock transfer books of the Company for a period not
exceeding sixty (60) days nor less than ten days preceding the date of any
meeting of stockholders, or the date for the payment of any dividend, or the
date for the allotment of rights, or the date when change or conversion or
exchange of capital stock will go into effect, or for a period not exceeding
sixty (60) days nor less than ten (10) days in connection with obtaining the
consent of stockholders for any purpose; or the board may, in its discretion,
fix a date, not more than sixty (60) days nor less than ten (10) days before any
stockholders' meeting, or the date for the payment of any dividend, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of capital stock will go into effect as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting and at any adjournment thereof, or entitled to receive

                                        8



payment of any such dividend, or to any such allotment of rights, or to exercise
the rights in respect of such change, conversion, or exchange of capital stock,
or to give such consent, and in such case such stockholders and only such
stockholders as will be stockholders of record on the date so fixed will be
entitled to notice of and to vote at such meeting and at any adjournment
thereof, or to receive payment of such dividend, or to exercise rights, or to
give such consent as the case may be, notwithstanding any transfer of any stock
on the books of the Company after such record date fixed as aforesaid.

        SECTION 6. Regulations. The board of directors may make such rules and
regulations as it may deem expedient concerning the issuance, transfer, and
registration of certificates of stock. The board of directors may appoint one or
more transfer agents or registrars, or both, and may require all certificates of
stock to bear the signature of either or both.

        SECTION 7. Examination of Books by Stockholders. The original or
duplicate stock ledger of the Company containing the names and addresses of the
stockholders and the number of shares held by them and the other books and
records of the Company will, at all times during the usual hours of business, be
available for inspection at its principal office, and any stockholder, upon
compliance with the conditions set forth in and to the extent authorized by
Section 220 of the Delaware General Corporation Law, will have the right to
inspect such books and records.

                                  ARTICLE VIII.

                          INDEMNIFICATION AND INSURANCE

        SECTION 1. Power to Indemnify in Actions, Suits or Proceedings other
than those by or in the Right of the Company. Subject to Section 3 of this
Article VIII, the Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Company) by reason of the fact
that such person is or was a director or officer of the Company, or is or was
serving at the request of the Company as a director, officer, employee or agent
of another Company, partnership, joint venture, trust, employee benefit plan or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that such person did not act in good
faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct was
unlawful.

        SECTION 2. Power to Indemnify in Actions, Suits or Proceedings by or in
the Right of the Company. Subject to Section 3 of this Article VIII, the Company
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or

                                        9



completed action or suit by or in the right of the Company to procure a judgment
in its favor by reason of the fact that such person is or was a director or
officer of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another Company, partnership, joint
venture, trust, employee benefit plan or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the Company; except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the Company unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

        SECTION 3. Authorization of Indemnification. Any indemnification under
this Article VIII (unless ordered by a court) shall be made by the Company only
as authorized in the specific case upon a determination that indemnification of
the present or former director, officer, employee or agent is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in Section 1 or Section 2 of this Article VIII, as the case may be. Such
determination shall be made with respect to a person who is a director or
officer at the time of such determination, (i) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (ii) by a committee of such directors designated by
majority vote of such directors, even though less than a quorum, or (iii) if
there are no such directors or if such directors so direct, by independent legal
counsel in a written opinion, or (iv) by the stockholders. To the extent,
however, that a director or officer of the Company has been successful on the
merits or otherwise in defense of any action, suit or proceeding described
above, or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith, without the necessity of authorization
in the specific case.

        SECTION 4. Expenses Payable in Advance. Expenses incurred by a director
or officer in defending or investigating a threatened or pending action, suit or
proceeding may be required by the Board of Directors to be paid (upon such terms
and conditions, if any, as the Board of Directors deems appropriate) by the
Company in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the Company as authorized in this Article VIII.

        SECTION 5. Nonexclusivity of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VIII shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any by-law, agreement, contract, vote of stockholders or
disinterested directors or pursuant to the direction (howsoever embodied) of any
court of competent jurisdiction or otherwise, both as to action in a person's
official capacity and as to action in another capacity while holding such
office, it being the policy of the Company that indemnification of the persons
specified in Sections 1 and 2 of this Article VIII shall be made to the fullest
extent permitted by law. The provisions of this Article VIII shall not be

                                       10



deemed to preclude the indemnification of any person who is not specified in
Section 1 of Section 2 of this Article VIII but whom the Company has the power
or obligation to indemnify under the provisions of the General Corporation Law
of the State of Delaware, or otherwise.

        SECTION 6. Insurance. The Company may purchase and maintain insurance on
behalf of any person who is or was a director or officer of the Company, or is
or was serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise against any liability asserted against such
person and incurred by him in any such capacity, or arising out of such person's
status as such, whether or not the Company would have the power or the
obligation to indemnify such person against such liability under the provisions
of this Article VIII.

                                   ARTICLE IX.

                            EXECUTION OF INSTRUMENTS

        SECTION 1. Contracts, etc. The board of directors or any committee
thereunto duly authorized may authorize any officer or officers, agent or
agents, to enter into any contract or to execute and deliver in the name and on
behalf of the Company any contract or other instruments, except certificates
representing shares of stock of the Company, and such authority may be general
or may be confined to specific instances.

        SECTION 2. Checks, Drafts, etc. All checks, drafts or other orders for
the payment of money, notes, acceptances or other evidence of indebtedness
issued by or in the name of the Company will be signed by such officer or
officers, agent or agents of the Company and in such manner as will be
determined from time to time by resolution of the board of directors. Unless
otherwise provided by resolution of the board, endorsements for deposits to the
credit of the Company in any of its duly authorized depositories may be made by
a hand-stamped legend in the name of the Company or by written endorsement of an
officer with countersignature.

        SECTION 3. Loans. No loans will be contracted on behalf of the Company
unless authorized by the board of directors, but when so authorized, unless a
particular officer or agent is directed to negotiate the same, may be
negotiated, up to the amount so authorized, by the chairman of the board or the
president or a vice-president or the treasurer; and such officers are hereby
severally authorized to execute and deliver in the name and on behalf of the
Company, notes or other evidences of indebtedness countersigned by the chairman
of the board or the president or a vice-president for the amount of such loans
and to give security for the payment of any and all loans, advances, and
indebtedness by hypothecating, pledging or transferring any part or all of the
property of the Company, real or personal, at any time owned by the Company.

        SECTION 4. Sale or Transfer of Securities Held by the Company. Stock
certificates, bonds or other securities at any time owned by the Company may be
held on behalf of the Company or sold, transferred, or otherwise disposed of
pursuant to authorization by the board of directors, or of any committee
thereunto duly authorized, and, when so authorized to be sold, transferred, or
otherwise disposed of, may be transferred from the name of the Company by the
signature of the chairman of the board or the president or a vice president and
the treasurer or the assistant treasurer or the secretary or the assistant
secretary.

                                       11


                                   ARTICLE X.

                                  MISCELLANEOUS

        SECTION 1. Fiscal Year. Until otherwise determined by the board of
directors, the fiscal year of the Company will be the calendar year.

        SECTION 2. Methods of Notice. Whenever any notice is required to be
given in writing to any stockholder or director pursuant to any statute, the
Certificate of Incorporation, or these bylaws, it will not be construed to
require personal or actual notice, and such notice will be deemed for all
purposes to have been sufficiently given at the time the same is deposited in
the United States mail with postage thereon prepaid, addressed to the
stockholder or director at such address as appears on the books of the Company.
Whenever any notice may be or is required to be given by telegram to any
director, it will be deemed for all purposes to have been sufficiently given at
the time the same is filed with the telegraph or cable office, properly
addressed.

        SECTION 3. Waiver of Notice. The giving of any notice of the time,
place, or purpose of holding any meeting of stockholders or directors and any
requirement as to publication thereof, whether statutory or otherwise, will be
waived by the attendance at such meeting by any person entitled to receive such
notice and may be waived by such person by an instrument in writing executed and
filed with the records of the meeting, either before or after the holding
thereof.

                                               ---------------------------------
                                               Don Turkleson
                                               Secretary

                                       12

EX-4.10

                                                                    EXHIBIT 4.10

                          CERTIFICATE OF INCORPORATION

                                       OF

                        CHENIERE-GRYPHON MANAGEMENT, INC.

     FIRST: The name of the corporation is Cheniere-Gryphon Management, Inc.
(the "Corporation").

     SECOND: The address of the registered office of the Corporation in the
State of Delaware is 2711 Centerville Road, City of Wilmington, County of New
Castle 19808. The name of the registered agent of the Corporation at such
address is Corporation Service Company.

     THIRD: The nature of the business or purposes to be conducted or promoted
by the Corporation is to engage in any lawful business, act or activity for
which corporations may be organized under the General Corporation Law of the
State of Delaware.

     FOURTH: The aggregate number of shares of all classes of stock which the
Corporation shall have authority to issue is one thousand (1,000), all of which
shall be common stock, $0.01 par value per share ("Common Stock").

     FIFTH: No holder of shares of stock of the Corporation shall have a
preemptive right to purchase or subscribe for and receive any shares of any
class, or series thereof, of stock of the Corporation, whether now or hereafter
authorized, or any warrants, option, bonds, debentures or other securities
convertible into, exchangeable for or carrying any right to purchase any shares
of any class, or series thereof, of stock.

     SIXTH: No stockholders of the Corporation shall have the right and power to
cumulate votes attributable to their shares for the election of directors.

     SEVENTH: Election of directors need not be by written ballot, except and to
the extent provided in the bylaws of the Corporation.

     EIGHTH: The Board of Directors is expressly authorized to adopt, amend,
alter or repeal the bylaws of the Corporation.

     NINTH: The Corporation shall have the right, subject to any express
provisions or restrictions contained in this certificate of incorporation from
time to time, to amend this certificate of incorporation or any provision hereof
in any manner now or hereafter provided by law, and all rights and powers at any
time conferred upon the directors or stockholders of the Corporation by this
certificate of incorporation or any amendment hereto are subject to such right
of the Corporation.

     TENTH: The incorporator of the Corporation is Dianne Younger, Mayor, Day,
Caldwell & Keeton, L.L.P., 700 Louisiana, Suite 1900, Houston, Texas 77002.



     ELEVENTH: The number of directors of the Corporation shall be determined in
accordance with the Corporation's bylaws. The number of directors constituting
the initial board of directors of the Corporation shall be one (1), and the name
and mailing address of the person who is to serve as a director until the first
annual meeting of its stockholders, or until his successor is duly elected and
qualified, is as follows:

             NAME                        ADDRESS
             Charif Souki                1200 Smith Street, Suite 1740
                                         Houston, Texas 77002

     TWELFTH: Except as otherwise provided by statute, any action that might
have been taken at a meeting of stockholders by a vote of the stockholders may
be taken with the written consent of stockholders owning (and by such written
consent, voting) in the aggregate not less than the minimum percentage of the
total number of shares that by statute, this Certificate of Incorporation, the
bylaws of the Corporation or an agreement of all of the stockholders are
required to be voted with respect to such proposed corporate action; provided,
however, that the written consent of a stockholder who would not have been
entitled to vote upon the action if a meeting were held shall not be counted;
and further provided, that prompt notice shall be given to all stockholders of
the taking of such corporate action without a meeting if less than unanimous
written consent of all stockholders who have been entitled to vote on the action
if a meeting were held is obtained.

     THIRTEENTH: In furtherance of, and not in limitation of, the powers
conferred by statute, the Board of Directors is expressly authorized to adopt,
amend or repeal the bylaws of the Corporation or adopt new bylaws, without any
action on the part of the stockholders; provided, however, that no such
adoption, amendment, or repeal shall be valid with respect to bylaw provisions
which have been adopted, amended, or repealed by the stockholders; and further
provided, that bylaws adopted or amended by the Directors and any powers thereby
conferred may be amended, altered, or repealed by the stockholders.

     FOURTEENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them, and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholders thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of section 279 of Title 8 of the
Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for this corporation under the provisions of
section 279 of Title 8 of the Delaware Code order a meeting of the creditors or
class of creditors; and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any

                                        2



compromise or arrangement and to any reorganization of this corporation as
consequence of such compromise or arrangement, the said compromise or
arrangement and the said reorganization shall, if sanctioned by the court to
which the said application has been made, be binding on all the creditors or
class of creditors, and/or on all stockholders or class of stockholders, of this
corporation, as the case may be, and also on this corporation.

     FIFTEENTH: 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 such liability as is expressly not subject to
limitation under the Delaware General Corporation Law, as the same exists or may
hereafter be amended to further limit or eliminate such liability. Moreover, the
Corporation shall, to the fullest extent permitted by law, indemnify any and all
officers and directors of the Corporation, and may, to the fullest extent
permitted by law or to such lesser extent as is determined in the discretion of
the Board of Directors, indemnify any and all other persons whom it shall have
power to indemnify, from and against all expenses, liabilities or other matters
arising out of their status as such or their acts, omissions or services
rendered in such capacities. The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
Corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability.

     SIXTEENTH: The Corporation shall have the right, subject to any express
provisions or restrictions contained in the Certificate of Incorporation, bylaws
of the Corporation or written agreement of all of the stockholders of the
Corporation, from time to time, to amend the Certificate of Incorporation or any
provisions thereof in any manner now or hereafter provided by law, and all
rights and powers of any kind conferred upon a director or stockholder of the
Corporation by the Certificate of Incorporation or any amendment thereof are
conferred subject to such right.

     IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 13th day
of September, 2000.

                                              ----------------------------------
                                                 Dianne Younger, Incorporator

                                        3

EX-4.11

                                                                    EXHIBIT 4.11

                        CHENIERE-GRYPHON MANAGEMENT, INC.

                                     BYLAWS

                                   ARTICLE 1.

                                     OFFICES

     SECTION 1. Registered Office. The registered office of the Company in the
State of Delaware is located at 1013 Centre Road, in the City of Wilmington,
County of New Castle.

     SECTION 2. Principal Office. The principal office of the Company will be in
Houston, Texas or at such other place as the board of directors may from time to
time determine.

     SECTION 3. Other Offices. The Company may also have offices at such other
places as the board of directors may from time to time determine or the business
of the corporation may require.


                                   ARTICLE II.

                             MEETING OF STOCKHOLDERS

     SECTION 1. Place of Meetings. All meetings of stockholders will be held at
the principal office of the Company, or at such other place as will be
determined by the board of directors and specified in the notice of the meeting.

     SECTION 2. Annual Meeting. The annual meeting of stockholders will be held
at such date and time as will be designated from time to time by the board of
directors and stated in the notice of the meeting, at which meeting the
stockholders will elect by written ballot a board of directors and transact such
other business as may properly be brought before the meeting of stockholders.

     SECTION 3. Notice of Annual Meeting. Written or printed notice of the
annual meeting stating the place, day, and hour thereof, will be served upon or
mailed to each stockholder entitled to vote thereat at such address as appears
on the books of the Company, not less than ten (10) nor more than sixty (60)
days before the date of the meeting.

     SECTION 4. Special Meeting. Special meetings of stockholders will be called
by the President or the board of directors, and will be called by the President
or secretary at the request in writing of the stockholders owning one-third of
the outstanding shares of capital stock of the Company. Such request will state
the purpose(s) of the proposed meeting, and any purpose so stated will be
conclusively deemed to be a "proper" purpose.

     SECTION 5. Notice of Special Meeting. Written or printed notice of a
special meeting stating the place, day, hour and purpose(s) thereof, will be
served upon or mailed to each stockholder entitled to vote thereat at such
address as appears on the books of the Company, not less than ten (10) nor more
than sixty (60) days before the date of the meeting.



     SECTION 6. Business at Special Meeting. Business transacted at all special
meetings of stockholders will be confined to the purpose or purposes stated in
the notice.

     SECTION 7. Stockholder List. At least ten (10) days before each meeting of
stockholders, a complete list of stockholders entitled to vote at each such
meeting or in any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, will be prepared by the
secretary. Such list will be open to the examination of any stockholder, for any
purpose germane to the meeting, during ordinary business hours for such ten (10)
day period either at a place within the city where the meeting is to be held,
or, if not so specified, the place where the meeting is to be held. Such list
will also be produced and kept open at the time and place of the meeting.

     SECTION 8. Quorum. The holders of a majority of the shares of capital stock
issued and outstanding and entitled to vote thereat, represented in person or by
proxy, will constitute a quorum at all meetings of the stockholders for the
transaction of business. The stockholders present may adjourn the meeting
despite the absence of a quorum. When a meeting is adjourned for less than
thirty (30) days in any one adjournment, it will not be necessary to give any
notice of the adjourned meeting if the time and place to which the meeting is
adjourned are announced at the meeting at which the adjournment is taken, and at
the adjourned meeting any business may be transacted which might have been
transacted on the original date of the meeting. When a meeting is adjourned for
thirty (30) days or more, notices of the adjourned meeting will be given as in
the case of an original meeting.

     SECTION 9. Proxies. At any meetings of the stockholders, every stockholder
having the right to vote will be entitled to vote in person or by proxy
appointed by an instrument in writing subscribed by such stockholder or by his
duly authorized attorney-in-fact and bearing a date not more than eleven (11)
months prior to said meeting.

     SECTION 10. Voting. Unless otherwise provided by statute, each stockholder
having the right to vote will be entitled to vote each share of stock having
voting power registered in his name on the books of the Company. Cumulative
voting for directors is prohibited.

     SECTION 11. Consent of Stockholders in Lieu of Meeting. Any action which
may be taken at a special or annual meeting of the stockholders may be taken
without a meeting, without prior notice, and without a vote, if a consent in
writing, setting forth the action so taken, will be signed by all of the holders
of outstanding stock having not less than the minimum number of votes which
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent will be given to those stockholders who have not consented in writing.

                                  ARTICLE III.

                               BOARD OF DIRECTORS

     SECTION 1. Number of Directors. The number of directors which shall
constitute the whole Board of Directors may be increased or decreased (provided
such decrease does not

                                        2



shorten the term of any incumbent director) from time to time by resolution of
the Board of Directors. Each director shall hold office for the term for which
he is elected, and until his successor shall have been elected and qualified or
until his earlier death, resignation or removal.

     SECTION 2. Election and Term. Except as provided in Section 3 of this
Article, directors will be elected at the annual meeting of the stockholders,
and each director will be elected to serve until the next annual meeting or
until his successor will have been elected and will qualify. Directors need not
be stockholders.

     SECTION 3. Vacancies and Newly Created Directorships. Vacancies and newly
created directorships resulting from any increase in the authorized number of
directors may be filled by a majority of the directors, although less than a
quorum, except where the vacancies have been created by removal of directors by
the owners of a majority of the outstanding shares of capital stock. In the
event of such removal, the resulting vacancies will be filled by the owners of
the majority of the outstanding shares of capital stock.

     SECTION 4. Resignation; Removal. Any director may resign at any time by
giving written notice thereof to the board of directors. Any such resignation
will take effect as of its date unless some other date is specified therein, in
which event it will be effective as of that date. The acceptance of such
resignation will not be necessary to make it effective. The board of directors
may, by majority vote of the directors then in office, remove a director for
cause. The owners of a majority of the outstanding shares of capital stock may
remove any director or the entire board of directors, with or without cause,
either by a vote at a special meeting or annual meeting, or by written consent.

                                   ARTICLE IV.

                              MEETINGS OF THE BOARD

     SECTION 1. Regular Meetings. Upon the adjournment of the annual meeting of
stockholders, the board of directors will meet as soon as practicable to appoint
the members of such committees of the board of directors as the board may deem
necessary or advisable, to elect officers for the ensuing year, and to transact
such other business as may properly come before the board of directors at such
meeting. No notice of such meeting will be necessary to the newly elected
directors in order legally to constitute the meeting provided a quorum will be
present. Regular meetings may be held at such other times as shall be designated
by the board of directors without notice to the directors.

     SECTION 2. Special Meetings. Special meetings of the board of directors
will be held whenever called by the chairman of the board, president, chairman
of the executive committee or by two or more directors. Notice of each meeting
will be given at least three (3) days prior to the date of the meeting either
personally, or by telephone or telegraph to each director, and will state the
purpose, place, day and hour of the meeting.

     SECTION 3. Quorum and Voting. At all meetings of the board of directors
(except in the case of a meeting convened for the purpose specified in Article
III, Section 3 of these bylaws) a majority of the directors will be necessary
and sufficient to constitute a quorum for the transaction of business and the
act of a majority of the directors present at any meeting at which

                                        3



there is a quorum will be the act of the board of directors. If a quorum will
not be present at any such meeting of directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum will be present.

     SECTION 4. Telephone Meetings. At any meeting of the board of directors, a
member may attend by telephone, radio, television, or similar means of
communication which permits him to participate in the meeting, and a director so
attending will be deemed present at the meeting for all purposes including the
determination of whether a quorum is present.

     SECTION 5. Action by Written Consent. Any action required or permitted to
be taken by the board of directors may be taken without a meeting if a consent
in writing, setting forth the action so taken, is signed by a majority the
members of the board.

     SECTION 6. Attendance Fees. Directors will not receive any stated salary,
as such, for their services, but by resolution of the board of directors a fixed
sum and expenses of attendance may be allowed for attendance at each regular or
special meeting of the board; however, this provision will not preclude any
director from serving the Company in any other capacity and receiving
compensation therefor.

                                   ARTICLE V.

                                   COMMITTEES

     SECTION 1. Executive Committee. The board of directors, by resolution may
designate one or more directors to constitute an Executive Committee, which
committee, to the extent provided in such resolution, will have and may exercise
all of the powers and authority of the board of directors in the management of
the business and affairs of the Company, except where action of the board of
directors is required by statute.

     SECTION 2. Other Committees. The board of directors may by resolution
create other committees for such terms and with such powers and duties as the
board shall deem appropriate.

     SECTION 3. Organization of Committees. The chairman of each committee of
the board of directors will be chosen by the members thereof. Each committee
will elect a secretary, who will be either a member of the committee or the
secretary of the Company. The chairman of each committee will preside at all
meetings of such committee.

     SECTION 4. Meetings. Regular meetings of each committee may be held without
the giving of notice if a day of the week, a time, and a place will have been
established by the committee for such meetings. Special meetings (and, if the
requirements of the preceding sentence have not been met, regular meetings) will
be called as provided in Article IV, Section 3 with respect to notices of
special meetings of the board of directors.

     SECTION 5. Quorum and Manner of Acting. A majority of the members of each
committee must be present either in person or by telephone, radio, television,
or similar means of communication, at each meeting of such committee in order to
constitute a quorum for the transaction of business. The act of a majority of
the members so present at a meeting at which a quorum is present will be the act
of such committee. The members of each committee will act

                                        4



only as a committee, and will have no power or authority, as such, by virtue of
their membership on the committee.

     SECTION 6. Action by Written Consent. Any action required or permitted to
be taken by any committee may be taken without a meeting if a consent in
writing, setting forth the action so taken, is signed by a majority of the
members of the committee.

     SECTION 7. Record of Committee Action; Reports. Each committee will
maintain a record, which need not be in the form of complete minutes, of the
action taken by it at each meeting, which record will include the date, time,
and place of the meeting, the names of the members present and absent, the
action considered, and the number of votes cast for and against the adoption of
the action considered. All action by each committee will be reported to the
board of directors at its meeting next succeeding such action, such report to be
in sufficient detail as to enable the board to be informed of the conduct of the
Company's business and affairs since the last meeting of the board.

     SECTION 8. Removal. Any member of any committee may be removed from such
committee, either with or without cause, at any time, by resolution adopted by a
majority of the whole board of directors at any meeting of the board.

     SECTION 9. Vacancies. Any vacancy in any committee will be filled by the
board of directors in the manner prescribed by these bylaws for the original
appointment of the members of such committee.

                                   ARTICLE VI.

                                    OFFICERS

     SECTION 1. Appointment and Term of Office. The officers of the Company will
consist of a president, a secretary, and there may be a treasurer, one or more
vice presidents, one or more assistant secretaries, one or more assistant
treasurers, and such other officers as may be appointed by the board. One of the
directors may also be chosen chairman of the board. Each of such officers
(except as may be appointed pursuant to Section 5(g) of this Article), will be
chosen annually by the board of directors at its regular meeting immediately
following the annual meeting of stockholders and, subject to any earlier
resignation or removal, will hold office until the next annual meeting of
stockholders or until his successor is elected and qualified. Two or more
offices may be held by the same person.

     SECTION 2. Removal. Any officer or agent elected or appointed by the board
of directors may be removed by the board of directors whenever in its judgment
the best interests of the corporation will be served thereby, but such removal
will be without prejudice to the contract rights, if any, of the person so
removed. Election or appointment of an officer or agent will not of itself
create contract rights.

     SECTION 3. Vacancies. A vacancy in the office of any officer may be filled
by vote of a majority of the directors for the unexpired portion of the term.

                                        5



     SECTION 4. Salaries. The salaries of all officers of the corporation will
be fixed by the board of directors except as otherwise directed by the board.

     SECTION 5. Powers and Duties. The powers and duties of the officers will be
those usually pertaining to their respective offices, subject to the general
direction and supervision of the board of directors. Such powers and duties will
include the following:

          a. Chairman of the Board. The Board of Directors may select from among
its members a Chairman of the Board who shall preside when present at all
meetings of the shareholders and at all meetings of the Board of Directors and
approve the minutes of all proceedings thereat, and he shall be available to
consult with and advise the officers of the Company with respect to the conduct
of the business and affairs of the Company and shall have such other powers and
duties as designated in accordance with these Bylaws and as from time to time
may be assigned to him by the Board of Directors.

          b. President. The President shall be the chief executive officer of
the Company unless the Board of Directors designates the Chairman of the Board
as chief executive officer. Subject to the control of the Board of Directors,
the President shall have general executive charge, management and control of the
affairs, properties and operations of the Company in the ordinary course of its
business, with all such duties, powers and authority with respect to such
affairs, properties and operations as may be reasonably incident to such
responsibilities; he may appoint or employ and discharge employees and agents of
the Company and fix their compensation; he may make, execute, acknowledge and
deliver any and all contracts, leases, deeds, conveyances, assignments, bills of
sale, transfers, releases and receipts, any and all mortgages, deeds of trust,
indentures, pledges, chattel mortgages, liens and hypothecations, and any and
all bonds, debentures, notes, other evidences of indebtedness and any and all
other obligations and encumbrances and any and all other instruments, documents
and papers of any kind or character for and on behalf of and in the name of the
Company, and, with the Secretary or an Assistant Secretary, he may sign all
certificates for shares of the capital stock of the Company; he shall do and
perform such other duties and have such additional authority and powers as from
time to time may be assigned to or conferred upon him by the Board of Directors.

          c. Chief Operating Officer. In the absence of the Chairman of the
Board and the President or in the event of their death, inability, or refusal to
act, the Company may designate a Chief Operating Officer to perform the duties
of Chairman of the Board, and when so acting, to have all the powers of and be
subject to all the restrictions upon the Chairman of the Board. The Chief
Operating Officer shall perform such other duties as from time to time may be
assigned to him by the President, by the Chairman of the Board, or by the Board
of Directors.

          d. The Vice Presidents. Each Vice President shall generally assist the
President and shall have such powers and perform such duties and services as
shall from time to time be prescribed or delegated to him by the President or
the Board of Directors. In the absence of the President or in the event of his
death, inability, or refusal to act, the Vice President (or in the event there
be more than one Vice President, the Vice Presidents in the order designated at
the time of their election, or in the absence of any designation, then in the
order of their election) shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the President. Any Vice President may sign, with the

                                        6



Secretary or an Assistant Secretary, certificates for shares of the Company; and
shall perform such other duties as from time to time may be assigned to him by
the President, or by the Board of Directors.

          e. Secretary. It shall be the duty of the Secretary to give notice to
and attend all meetings of the shareholders and Board of Directors and record
correctly all votes, actions and the minutes of all proceedings had at such
meetings in a book suitable for that purpose. It shall also be the duty of the
Secretary to attest, with his signature and the seal of the Company, all stock
certificates issued by the Company and to keep a stock ledger in which shall be
correctly recorded all transactions pertaining to the capital stock of the
Company. He shall also attest, with his signature and the seal of the Company,
all deeds, conveyances, or other instruments requiring the seal of the Company.
The person holding the office of Secretary shall also perform, under the
direction and subject to the control of the President and the Board of
Directors, such other duties as may be assigned to him. The duties of the
Secretary may also be performed by any Assistant Secretary. In the absence of
the appointment of a Treasurer for the Company, the Secretary shall perform the
duties of the Treasurer.

          f. Treasurer. The Treasurer shall be the chief accounting and
financial officer of the Company and shall have active control of and shall be
responsible for all matters pertaining to the accounts and finances of the
Company. If required by the Board of Directors, the Treasurer shall give a bond
for the faithful discharge of his duties in such sum and with such surety or
sureties as the Board of Directors may determine. He shall keep such monies and
securities of the Company as may be entrusted to his keeping and account for the
same. He shall be prepared at all times to give information as to the condition
of the Company and shall make a detailed annual report of the entire business
and financial condition of the Company. The person holding the office of
Treasurer shall also perform, under the direction and subject to the control of
the President and the Board of Directors, such other duties as may be assigned
to him. The duties of the Treasurer may also be performed by any Assistant
Treasurer.

          g. Other Officers. The board of directors may appoint such other
officers, agents, or employees as it may deem necessary for the conduct of the
business of the Company. In addition, the board may authorize the president or
some other officers to appoint such agents or employees as they deem necessary
for the conduct of the business of the Company.

     SECTION 6. Resignations. Any officer may resign at any time by giving
written notice thereof to the board of directors. Any such resignation will take
effect as of its date unless some other date is specified therein, in which
event it will be effective as of that date. The acceptance of such resignation
will not be necessary to make it effective.

     SECTION 7. Delegation of Authority. In the case of any absence of any
officer of the Company, or for any other reason that the Board may deem
sufficient, the President or the Board of Directors may delegate some or all the
powers or duties of such officer to any other officer or to any Director,
employee, shareholder, or agent for whatever period of time seems desirable.

                                  ARTICLE VII.

                    SHARES OF STOCK AND THEIR TRANSFER; BOOKS

                                        7



     SECTION 1. Forms of Certificates. Shares of the capital stock of the
Company will be represented by certificates in such form, not inconsistent with
law or with the Certificate of Incorporation of the Company, as will be approved
by the board of directors, and will be signed by the chairman of the board or
president or a vice president and the secretary or an assistant secretary or the
treasurer or an assistant treasurer and sealed with the seal of the Company.
Such seal may be facsimile, engraved or printed. Where any such certificate is
countersigned by a transfer agent or by a registrar, the signature of such
chairman of the board, president, vice president, secretary, assistant
secretary, treasurer or assistant treasurer upon such certificate may be
facsimiles, engraved or printed.

     SECTION 2. Transfer of Shares. Shares of stock of the Company will be
transferred only on the stock books of the Company by the holder of record
thereof in person, or by his duly authorized attorney, upon surrender of the
certificate therefor.

     SECTION 3. Stockholders of Record. Stockholders of record entitled to vote
at any meeting of stockholders or entitled to receive payment of any dividend or
to any allotment of rights or to exercise the rights in respect of any change or
conversion or exchange of capital stock will be determined according to the
Company's record of stockholders and, if so determined by the board of directors
in the manner provided by statute, will be such stockholders of record (a) at
the date fixed for closing the stock transfer books, or (b) as of the date of
record.

     SECTION 4. Lost, Stolen, or Destroyed Certificates. The board of directors
may direct the issuance of new or duplicate stock certificates in place of lost,
stolen, or destroyed certificates, upon being furnished with evidence
satisfactory to it of the loss, theft, or destruction and upon being furnished
with indemnity satisfactory to it. The board of directors may delegate to any
officer authority to administer the provisions of this Section.

     SECTION 5. Closing of Transfer Books. The board of directors will have
power to close the stock transfer books of the Company for a period not
exceeding sixty (60) days nor less than ten days preceding the date of any
meeting of stockholders, or the date for the payment of any dividend, or the
date for the allotment of rights, or the date when change or conversion or
exchange of capital stock will go into effect, or for a period not exceeding
sixty (60) days nor less than ten (10) days in connection with obtaining the
consent of stockholders for any purpose; or the board may, in its discretion,
fix a date, not more than sixty (60) days nor less than ten (10) days before any
stockholders' meeting, or the date for the payment of any dividend, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of capital stock will go into effect as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting and at any adjournment thereof, or entitled to receive payment of
any such dividend, or to any such allotment of rights, or to exercise the rights
in respect of such change, conversion, or exchange of capital stock, or to give
such consent, and in such case such stockholders and only such stockholders as
will be stockholders of record on the date so fixed will be entitled to notice
of and to vote at such meeting and at any adjournment thereof, or to receive
payment of such dividend, or to exercise rights, or to give such consent as the
case may be, notwithstanding any transfer of any stock on the books of the
Company after such record date fixed as aforesaid.

     SECTION 6. Regulations. The board of directors may make such rules and
regulations as it may deem expedient concerning the issuance, transfer, and
registration of certificates of

                                        8



stock. The board of directors may appoint one or more transfer agents or
registrars, or both, and may require all certificates of stock to bear the
signature of either or both.

     SECTION 7. Examination of Books by Stockholders. The original or duplicate
stock ledger of the Company containing the names and addresses of the
stockholders and the number of shares held by them and the other books and
records of the Company will, at all times during the usual hours of business, be
available for inspection at its principal office, and any stockholder, upon
compliance with the conditions set forth in and to the extent authorized by
Section 220 of the Delaware General Corporation Law, will have the right to
inspect such books and records.

                                  ARTICLE VIII.

                          INDEMNIFICATION AND INSURANCE

     SECTION 1. Power to Indemnify in Actions, Suits or Proceedings other than
those by or in the Right of the Company. Subject to Section 3 of this Article
VIII, the Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Company) by reason of the fact
that such person is or was a director or officer of the Company, or is or was
serving at the request of the Company as a director, officer, employee or agent
of another Company, partnership, joint venture, trust, employee benefit plan or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that such person did not act in good
faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct was
unlawful.

     SECTION 2. Power to Indemnify in Actions, Suits or Proceedings by or in the
Right of the Company. Subject to Section 3 of this Article VIII, the Company
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Company to procure a judgment in its favor by reason of the fact that
such person is or was a director or officer of the Company, or is or was serving
at the request of the Company as a director, officer, employee or agent of
another Company, partnership, joint venture, trust, employee benefit plan or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
Company; except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the Company unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of

                                        9



all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

     SECTION 3. Authorization of Indemnification. Any indemnification under this
Article VIII (unless ordered by a court) shall be made by the Company only as
authorized in the specific case upon a determination that indemnification of the
present or former director, officer, employee or agent is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in Section 1 or Section 2 of this Article VIII, as the case may be. Such
determination shall be made with respect to a person who is a director or
officer at the time of such determination, (i) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (ii) by a committee of such directors designated by
majority vote of such directors, even though less than a quorum, or (iii) if
there are no such directors or if such directors so direct, by independent legal
counsel in a written opinion, or (iv) by the stockholders. To the extent,
however, that a director or officer of the Company has been successful on the
merits or otherwise in defense of any action, suit or proceeding described
above, or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith, without the necessity of authorization
in the specific case.

     SECTION 4. Expenses Payable in Advance. Expenses incurred by a director or
officer in defending or investigating a threatened or pending action, suit or
proceeding may be required by the Board of Directors to be paid (upon such terms
and conditions, if any, as the Board of Directors deems appropriate) by the
Company in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the Company as authorized in this Article VIII.

     SECTION 5. Nonexclusivity of Indemnification and Advancement of Expenses.
The indemnification and advancement of expenses provided by, or granted pursuant
to, this Article VIII shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
any by-law, agreement, contract, vote of stockholders or disinterested directors
or pursuant to the direction (howsoever embodied) of any court of competent
jurisdiction or otherwise, both as to action in a person's official capacity and
as to action in another capacity while holding such office, it being the policy
of the Company that indemnification of the persons specified in Sections 1 and 2
of this Article VIII shall be made to the fullest extent permitted by law. The
provisions of this Article VIII shall not be deemed to preclude the
indemnification of any person who is not specified in Section 1 of Section 2 of
this Article VIII but whom the Company has the power or obligation to indemnify
under the provisions of the General Corporation Law of the State of Delaware, or
otherwise.

     SECTION 6. Insurance. The Company may purchase and maintain insurance on
behalf of any person who is or was a director or officer of the Company, or is
or was serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise against any liability asserted against such
person and incurred by him in any such capacity, or arising out of such person's
status as such, whether or not the Company would have the power or the
obligation to indemnify such person against such liability under the provisions
of this Article VIII.

                                       10



                                   ARTICLE IX.

                            EXECUTION OF INSTRUMENTS

     SECTION 1. Contracts, etc. The board of directors or any committee
thereunto duly authorized may authorize any officer or officers, agent or
agents, to enter into any contract or to execute and deliver in the name and on
behalf of the Company any contract or other instruments, except certificates
representing shares of stock of the Company, and such authority may be general
or may be confined to specific instances.

     SECTION 2. Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes, acceptances or other evidence of indebtedness issued by
or in the name of the Company will be signed by such officer or officers, agent
or agents of the Company and in such manner as will be determined from time to
time by resolution of the board of directors. Unless otherwise provided by
resolution of the board, endorsements for deposits to the credit of the Company
in any of its duly authorized depositories may be made by a hand-stamped legend
in the name of the Company or by written endorsement of an officer with
countersignature.

     SECTION 3. Loans. No loans will be contracted on behalf of the Company
unless authorized by the board of directors, but when so authorized, unless a
particular officer or agent is directed to negotiate the same, may be
negotiated, up to the amount so authorized, by the chairman of the board or the
president or a vice-president or the treasurer; and such officers are hereby
severally authorized to execute and deliver in the name and on behalf of the
Company, notes or other evidences of indebtedness countersigned by the chairman
of the board or the president or a vice-president for the amount of such loans
and to give security for the payment of any and all loans, advances, and
indebtedness by hypothecating, pledging or transferring any part or all of the
property of the Company, real or personal, at any time owned by the Company.

     SECTION 4. Sale or Transfer of Securities Held by the Company. Stock
certificates, bonds or other securities at any time owned by the Company may be
held on behalf of the Company or sold, transferred, or otherwise disposed of
pursuant to authorization by the board of directors, or of any committee
thereunto duly authorized, and, when so authorized to be sold, transferred, or
otherwise disposed of, may be transferred from the name of the Company by the
signature of the chairman of the board or the president or a vice president and
the treasurer or the assistant treasurer or the secretary or the assistant
secretary.

                                   ARTICLE X.

                                  MISCELLANEOUS

     SECTION 1. Fiscal Year. Until otherwise determined by the board of
directors, the fiscal year of the Company will be the calendar year.

     SECTION 2. Methods of Notice. Whenever any notice is required to be given
in writing to any stockholder or director pursuant to any statute, the
Certificate of Incorporation, or these bylaws, it will not be construed to
require personal or actual notice, and such notice will be deemed for all
purposes to have been sufficiently given at the time the same is deposited in
the United States mail with postage thereon prepaid, addressed to the
stockholder or director at such

                                       11



address as appears on the books of the Company. Whenever any notice may be or is
required to be given by telegram to any director, it will be deemed for all
purposes to have been sufficiently given at the time the same is filed with the
telegraph or cable office, properly addressed.

     SECTION 3. Waiver of Notice. The giving of any notice of the time, place,
or purpose of holding any meeting of stockholders or directors and any
requirement as to publication thereof, whether statutory or otherwise, will be
waived by the attendance at such meeting by any person entitled to receive such
notice and may be waived by such person by an instrument in writing executed and
filed with the records of the meeting, either before or after the holding
thereof.

                                                --------------------------------
                                                Secretary

                                       12

EX-4.12

                                                                    EXHIBIT 4.12

                          CERTIFICATE OF INCORPORATION

                                       of

                                 FX Energy, Inc.

                     (Pursuant to Section 102 of the General
                    Corporation Law of the State of Delaware)

                                   ----------

        THE UNDERSIGNED, desiring to form a corporation pursuant to the
provisions of this General Corporation Law of the State of Delaware (hereinafter
referred to as the "GCL"), hereby certifies as follows:

        FIRST: The name of the corporation is FX Energy, Inc. (hereinafter
referred to as the "Company").

        SECOND: The address of the registered office of the Company in the State
of Delaware is 1013 Centre Road, City of Wilmington, County of New Castle,
Delaware 19805. The name of the registered agent of the Company at such address
is Corporation Service Company.

        THIRD: The nature of the business or purposes to be conducted or
promoted by the Company are:

        To engage in, promote, and carry on any lawful act or activity for which
        corporations may be organized under the GCL.

        FOURTH: The total number of shares of stock that the Company shall have
authority to issue is 1,000 shares of Common Stock, no par value per share.

        FIFTH: The name and mailing address of the sole incorporator of the
Company is David E. Alpine, c/o Whitman Breed Abbott & Morgan, 200 Park Avenue,
New York, New York 10166.

        SIXTH: The board of directors of the Company shall have the power to
adopt, amend or repeal the Bylaws of the Company at any meeting at which a
quorum is present by the affirmative vote of a majority of the whole board of
directors. Election of directors need not be by written ballot. Any director may
be removed at any time with or without cause, and the vacancy resulting from
such removal shall be filled, by vote of a majority of the stockholders of the
Company at a meeting called for that purpose or by unanimous consent in writing
of the stockholders.

        SEVENTH: To the fullest extent permitted by law, no director of the
Company shall be liable to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director.



        THE UNDERSIGNED has executed this Certificate of Incorporation this 21st
day of February, 1996.


                                               /s/ David E. Alpine
                                               ---------------------------------
                                                   David E. Alpine
                                                   Sole Incorporator

                                       -2-



                            CERTIFICATE OF AMENDMENT

                                       of

                          CERTIFICATE OF INCORPORATION

                                       of

                                 FX Energy, Inc.

                            (a Delaware corporation)

                         Pursuant to Section 242 of the

                       General Corporation Law of Delaware

                                   ----------

        The undersigned, desiring to amend the Certificate of Incorporation of
FX Energy, Inc. (hereinafter referred to as the "Company") under the provisions
of the General Corporation Law of the State of Delaware (hereinafter referred to
as the "GCL"), hereby certifies as follows:

        FIRST: Article "FIRST" of the Certificate of Incorporation of the
Company is hereby eliminated in its entirety and the following language is
substituted in lieu thereof:

        "FIRST": The name of the corporation is Cheniere Energy Operating Co.,
        Inc. (hereinafter referred to as the "Company")

        SECOND: The aforesaid amendment has been adopted, authorized and
declared advisable by (1) the unanimous written consent of the Board of
Directors of the Company under Section 141(f) of the GCL and (2) the unanimous
written consent of the stockholders of the Company under Section 228(a) of the
GCL, respectively, all in accordance with Section 242 of the GCL.

                                               FX ENERGY, INC.


                                               By:
                                                  ------------------------------
                                                  William D. Forster
                                                  President

EX-4.13

                                                                    EXHIBIT 4.13

================================================================================

                                     BYLAWS

                                       of

                                 FX Energy, Inc.

                   (as originally adopted: February 23, 1996)

================================================================================



                                     BYLAWS

                                       of

                                 FX Energy, Inc.

                  a Delaware corporation (hereinafter referred
                               to as the "Company"

                               ARTICLE I - OFFICES

     Section 1.1. Location. The address of the registered office of the Company
in the State of Delaware and the name of the registered agent at such address
shall be as specified in the Certificate of Incorporation or, if subsequently
changed, as specified in the most recent certificate of change filed pursuant to
law. The Company may also have other offices at such places within or without
the State of Delaware as the Board of Directors may from time to time designate
or the business of the Company may require.

     Section 1.2. Change of Location. In the manner permitted by law, the Board
of Directors or the registered agent may change the address of the Company's
registered office in the State of Delaware and the Board of Directors may make,
revoke or change the designation of the registered agent.

                      ARTICLE II - MEETINGS OF STOCKHOLDERS

     Section 2.1. Annual Meeting. The annual. meeting of the stockholders of the
Company for the election of directors and for the transaction of such other
business as may properly come before the meeting shall be held at the registered
office of the Company, or at such other place within or without the State of
Delaware as the Board of Directors may fix, at 10 o'cloak A.M. on the 3rd
Wednesday in April of each year commencing with the year 1996, but if such a
date is a legal holiday, then on the next succeeding business day, or may be
held by telephone conference or other similar means, or by written consent.

     Section 2.2. Special Meetings. Special meetings of stockholders, unless
otherwise prescribed by law, may be called at any time by the Chairman of the
Board, the President, the Secretary or by order of the Board of Directors.
Special meetings of stockholders shall be held, at such place within or without
the State of Delaware as shall be designated in the notice of meeting, or may be
held by telephone conference or other similar means, or by written consent.

     Section 2.3. Quorum. At any meeting of stockholders, except as otherwise
expressly required by law or by the Certificate of Incorporation, the holders of
record of at least a majority of the outstanding shares of capital stock
entitled to vote or act at such meetings shall be present or represented by
proxy in order to constitute a quorum for the transaction of any business, but
less than a quorum shall have power to adjourn any meeting until a quorum shall
be present.



     Section 2.4. Voting. At any meeting of stockholders at which a quorum shall
be present, each matter shall be decided by majority vote of the shares voting
on such matter, except as otherwise expressly required by law or by the
Certificate of Incorporation and except as otherwise expressly provided in these
Bylaws.

     Section 2.5. Action by Consent of Stockholders. Whenever any action by the
stockholders at a meeting thereof is required or permitted by law, the
Certificate of Incorporation or these Bylaws, such action may be taken without a
meeting, without prior notice and without a vote if a consent in writing,
setting forth the action so taken, shall be signed by the holders of the
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
such action without a meeting and by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

                        ARTICLE III - BOARD OF DIRECTORS

     Section 3.1. General Powers. The property, business and affairs of the
Company shall be managed by the Board of Directors. The Board of Directors may
exercise all such powers of the Company and have such authority and do all such
lawful acts and things as are permitted by law, the Certificate of Incorporation
or these Bylaws.

     Section 3.2. Number of Directors. The Board of Directors of the Company
shall consist of one or more members; the exact number of directors which shall
constitute the whole Board of Directors shall be fixed from time to time by
resolution adopted by a majority of the whole Board of Directors. Until the
number of directors has been so fixed by the Board of Directors, the number of
directors constituting the whole Board of Directors shall be three.

     Section 3.3. Qualification. Directors need not be stockholders of the
Company.

     Section 3.4. Election. Except as otherwise provided by law, the Certificate
of Incorporation or these Bylaws, after the first meeting of the Company at
which directors are elected, directors of the Company shall be elected in each
year at the annual meeting of stockholders or at a special meeting in lieu of
the annual meeting called for such purpose, by a plurality of votes cast at such
meeting. The voting on directors at any such meeting need not be by written
ballot unless otherwise so requested by any stockholder.

     Section 3.5. Term. Each director shall hold office until his successor is
duly elected and qualified, except in the event of the earlier termination of
his term of office by reason of death, resignation, removal or other reason.

     Section 3.6. Resignation and Removal. Any director may resign at any time
upon written notice to the Board of Directors, the President or the Secretary.
Any director may be removed at any time for any reason and his place filled by
the stockholders.

     Section 3.7. Vacancies. Vacancies in the Board of Directors (unless the
vacancy be caused by the removal of a director) and newly created directorships
resulting from any increase

                                      - 2 -



in the authorized number of directors shall be filled by a majority of the
directors then in office, though less than a quorum, or by a sole remaining
director. The vacancy caused by the removal of a director shall be filled by the
stockholders.

          Each director chosen to fill a vacancy on the Board of Directors shall
hold office until the next annual election of directors and until his successor
shall be elected and qualified.

     Section 3.8. Quorum and Voting. Unless the Certificate of Incorporation
provides otherwise, at all meetings of the Board of Directors a majority of the
total number of directors shall be present to constitute a quorum for the
transaction of business. A director interested in a contract or transaction may
be counted in determining the presence of a quorum at a meeting of the Board of
Directors which authorizes the contract or transaction. In the absence of a
quorum, a majority of the directors present may adjourn the meeting until a
quorum shall be present.

          Members of the Board of Directors or any committee designated by the
Board of Directors may participate in a meeting of the Board of Directors or
such committee by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in such a meeting shall constitute presence in
person at such meeting.

          The vote of the majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors.

     Section 3.9. Regulations. The Board of Directors may hold its meetings and
cause the books and records of the Company to be kept at such place or places
within or without the State of Delaware as the Board of Directors may from time
to time determine. A member of the Board of Directors shall, in the performance
of his duties, be fully protected in relying in good faith upon the books of
account or reports made to the Company by any of its officers, by an independent
certified public accountant or by an appraiser selected with reasonable care by
the Board of Directors or any committee of the Board of Directors or in relying
in good faith upon other records of the Company.

     Section 3.10. Annual Meeting of Board of Directors. An annual meeting of
the Board of Directors shall be called and held for the purpose of organization,
election of officers and transaction of any other business. If such meeting is
held promptly after and at the place specified for the annual meeting of
stockholders, no notice of the annual meeting of the Board of Directors need be
given. Otherwise such annual meeting shall be held at such time (not more than
thirty days after the annual meeting of stockholders) and place as may be
specified in a notice of the meeting.

     Section 3.11. Regular Meetings. Regular meetings of the Board of Directors
shall be held at the time and place, within or without the State of Delaware, as
shall from time to time be determined by the Board of Directors. After there has
been such determination and notice thereof has been given to each member of the
Board of Directors, no further notice shall be required for any such regular
meeting. Except as otherwise provided by law, any business may be transacted at
any regular meeting.

                                      - 3 -



     Section 3.12. Special Meetings. Special meetings of the Board of Directors
may, unless otherwise prescribed by law, be called from time to time by the
President, and shall be called by the President or the Secretary upon the
written request of a majority of the whole Board of Directors directed to the
President or the Secretary. Except as provided below, notice of any special
meeting of the Board of Directors, stating the time, place and purpose of such
special meeting, shall be given to each, director.

     Section 3.13. Notice of Meetings; Waiver of Notice. Notice of any meeting
of the Board of Directors shall be deemed to be duly given to a director (i) if
mailed to such director, addressed to him at his address as it appears upon the
books of the Company or at the address last made known in writing to the Company
by such director as the address to which such notices are to be sent, at least
two days before the day on which such meeting is to be held, (ii) if sent to him
at such address by telecopier, telex or telegraph, not later than the day before
the day on which such meeting is to be held or (iii) if delivered to him
personally or orally, by telephone or otherwise, not later than the day before
the day on which such meeting is to be held. Each such notice shall state the
time and place of the meeting and the purposes thereof.

          Notice of any meeting of the Board of Directors need not be given to
any director if waived by him in writing (or by telecopier, telex or telegram
and confirmed in writing) whether before or after the holding of such meeting or
if such director is present at such meeting. Any meeting of the Board of
Directors shall be a duly constituted meeting without any notice thereof having
been given if all directors then in office shall be present thereat.

     Section 3.14. Committee of Directors. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board of Directors,
designate one or more committees, each committee to consist of one or more of
the directors of the Company.

          Except as herein provided, vacancies in membership of any committee
shall be filled by the vote of a majority of the whole Board of Directors. The
Board of Directors may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of the committee. In the absence or disqualification of any member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Members of a
committee shall hold office for such period as may be fixed by a resolution
adopted by a majority of the whole Board of Directors, subject, however, to
removal at any time by the vote of a majority of the whole Board of Directors.

     Section 3.15. Powers and Duties of Committees. Any committee, to the extent
provided in the resolution or resolutions creating such committee, shall have
and may exercise the powers of the Board of Directors in the management of the
business and affairs of the Company and may authorize the seal of the Company to
be affixed to all papers which may require it. No such committee shall have the
power or authority with regard to amending the Certificate of Incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
Company's property and assets, recommending to the stockholders a dissolution of
the Company or a revocation of a

                                      - 4 -



dissolution or amending the Bylaws. The Board of Directors may, in the
resolution creating a committee, grant to such committee the power and authority
to declare a dividend or authorize the issuance of stock.

     Section 3.16. Compensation of Directors. The Board of Directors may from
time to time, in its discretion, fix the amounts which shall be payable to
directors and to members of any committee of the Board of Directors for
attendance at the meetings of the Board of Directors or of such committee and
for services rendered to the Company.

     Section 3.17. Action Without Meeting. Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if a written consent thereto is signed by all
members of the Board of Directors or of such committee, as the case may be, and
such written consent is filed with the minutes of proceedings of the Board of
Directors or such committee.

                              ARTICLE IV - OFFICERS

     Section 4.1. Principal Officers. The principal officers of the Company
shall be elected by the Board of Directors and shall include a President, a
Secretary and a Treasurer and may, at the discretion of the Board of Directors,
also include a Chairman of the Board, one or more Vice Presidents and a
Controller. Except as otherwise provided in the Certificate of Incorporation or
these Bylaws, one person may hold the offices and perform the duties of any two
or more of said principal offices.

     Section 4.2. Election of Principal Officers; Term of Office. The principal
officers of the Company shall be elected annually by the Board of Directors at
each annual meeting of the Board of Directors. Failure to elect annually any
principal officer shall not dissolve the Company.

          If the Board of Directors shall fail to fill any principal office at
an annual meeting, if any vacancy in any principal office shall occur or if any
principal office shall be newly created, such principal office may be filled at
any regular or special meeting of the Board of Directors.

          Each principal officer shall hold office until his successor is duly
elected and qualified, or until his earlier death, resignation or removal.

     Section 4.3. Subordinate Officers, Agents and Employees. In addition to the
principal officers, the Company may have one or more Assistant Treasurers,
Assistant Secretaries, Assistant Controllers and such other subordinate
officers, agents and employees as the Board of Directors may deem advisable,
each of whom shall hold office for such period and have such authority and
perform such duties as the Board of Directors, the President or any officer
designated by the Board of Directors may from time to time determine. The Board
of Directors at any time may appoint and remove, or may delegate to any
principal officer the power to appoint and to remove, any subordinate officer,
agent or employee of the Company.

                                      - 5 -



     Section 4.4. Delegation of Duties of Officers. The Board of Directors may
delegate the duties and powers of any officer of the Company to any other
officer or to any director for a specified period of time for any reason that
the Board of Directors may deem sufficient.

     Section 4.5. Remova1 of Officers. Any officer of the Company may be removed
with or without cause by resolution adopted by a majority of the directors then
in office at any regular or special meeting of the Board of Directors or by a
written consent signed by all of the directors then in office.

     Section 4.6. Resignations. Any officer may resign at any time by giving
written notice of resignation to the Board of Directors, to the President or to
the Secretary. Any such resignation shall take effect upon receipt of such
notice or at any later time specified therein. Unless otherwise specified in the
notice, the acceptance of a resignation shall not be necessary to make the
resignation effective.

     Section 4.7. Chairman of the Board. The Chairman of the Board, if any,
shall preside at all meetings of stockholders and of the Board of Directors at
which he is present. The Chairman of the Board shall have such other powers and
perform such other duties as may be assigned to him from time to time by the
Board of Directors.

     Section 4.8. President. The President shall, in the absence of the Chairman
of the Board, preside at all meetings of the stockholders and of the Board of
Directors at which he is present. The President shall be the chief executive
officer of the Company and shall have general supervision over the business of
the Company. The President shall have all powers and duties usually incident to
the office of the President except as specifically limited by a resolution of
the Board of Directors. The President shall have such other powers and perform
such other duties as may be assigned to him from time to time by the Board of
Directors.

     Section 4.9. Vice President. In the absence or disability of the President
or if the office of President be vacant, the Vice Presidents in the order
determined by the Board of Directors, or if no such determination has been made
in the order of their seniority, shall perform the duties and exercise the
powers of the President, subject to the right of the Board of Directors at any
time to extend or confine such powers and duties or to assign them to others.
Any Vice President may have such additional designation in his title as the
Board of Directors may determine. The Vice Presidents shall generally assist the
President in such manner as the President shall direct. Each Vice President
shall have such other powers and perform such other duties as may be assigned to
him from time to time by the Board of Directors or the President.

     Section 4.10. Secretary. The Secretary shall act as Secretary of all
meetings of stockholders and of the Board of Directors at which he is present,
shall record all the proceedings of all such meetings in a book to be kept for
that purpose, shall have supervision over the giving and service of notices of
the Company and shall have supervision over the care and custody of the records
and seal of the Company. The Secretary shall be empowered to affix the corporate
seal to documents, the execution of which on behalf of the Company under its
seal is duly authorized, and when so affixed may attest the same. The secretary
shall have all powers and duties usually incident to the office of Secretary
except as specifically limited by a resolution of

                                      - 6 -



the Board of Directors. The Secretary shall have such other powers and
perform such other duties as may be assigned to him from time to time by the
Board of Directors or the President.

     Section 4.11. Treasurer. The Treasurer shall have general supervision over
the care and custody of the funds and over the receipts and disbursements of the
Company and shall cause the funds of the Company to be deposited in the name of
the Company in such banks or other depositaries as the Board of Directors may
designate. The Treasurer shall have supervision over the care and safekeeping of
the securities of the Company. The Treasurer shall have all powers and duties
usually incident to the office of Treasurer except as specifically limited by a
resolution of the Board of Directors. The Treasurer shall have such other powers
and perform such other duties as may be assigned to him from time to time by the
Board of Directors or the President.

     Section 4.12. Controller. The Controller shall be the chief accounting
officer of the Company and shall have supervision over the maintenance and
custody of the accounting operations of the Company, including the keeping of
accurate accounts of all receipts and disbursements and all other financial
transactions. The Controller shall have all powers and duties usually incident
to the office of Controller except as specifically limited by a resolution of
the Board of Directors. The Controller shall have such other powers and perform
such other duties as may be assigned to him from time to time by the Board of
Directors or the President.

     Section 4.13. Bond. The Board of Directors shall have power, to the extent
permitted by law, to require any officer, agent or employee of the Company to
give bond for the faithful discharge of his duties in such form and with such
surety or sureties as the Board of Directors may determine.

                            ARTICLE V - CAPITAL STOCK

     Section 5.1. Issuance of Certificates for Stock. Each stockholder of the
Company shall be entitled to a certificate or certificates in such form as shall
be approved by the Board of Directors certifying the number of shares of capital
stock of the company owned by such stockholder.

     Section 5.2. Signatures on Stork Certificates. Certificates for shares of
capital stock of the Company shall be signed by, or in the name of the Company
by, the Chairman of the Board, the President or a Vice President and by the
Secretary, the Treasurer, an Assistant Secretary or an Assistant Treasurer. Any
of or all the signatures on the certificate may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, such certificate
may be issued by the Company with the same effect as if such signer were such
officer, transfer agent or registrar at the date of issue.

     Section 5.3. Stock Ledger. A record of all certificates for capital stock
issued by the Company shall be kept by the Secretary or any other officer or
employee of the Company designated by the Secretary or by any transfer clerk or
transfer agent appointed pursuant to Section 5.4 hereof. Such record shall show
the name and address of the person, firm or corporation in which certificates
for capital stock are registered, the number of shares

                                      - 7 -



represented by each such certificate, the date of each such certificate and in
case of certificates which have been canceled the dates of cancellation thereof.

     The Company shall be entitled to treat the holder of record of shares of
capital stock as shown on the stock ledger as the owner thereof and as the
person entitled to receive dividends thereon, to vote such shares and to receive
notice of meetings and for all other purposes. The Company shall not be bound to
recognize any equitable or other claim to or interest in any share of capital
stock on the part of any other person whether or not the Company shall have
express or other notice thereof.

     Section 5.4. Regulations Relating to Transfer. The Board of Directors may
make such rules and regulations as it may deem expedient, not inconsistent with
law, the Certificate of Incorporation or these Bylaws, concerning issuance,
transfer and registration of certificates for shares of capital stock of the
Company. The Board of Directors may appoint, or authorize any principal officer
to appoint, one or more transfer clerks or one or more transfer agents and one
or more registrars and may require all certificates for capital stock to bear
the signature or signatures of any of them.

     Section 5.5. Transfers. Transfers of capital stock shall be made on the
books of the Company only upon delivery to the Company or its transfer agent of
(i) a written direction of the registered holder named in the certificate or
such holder's attorney lawfully constituted in writing, (ii) the certificate for
the shares of capital stock being transferred and (iii) a written assignment of
the shares of capital stock evidenced thereby.

     Section 5.6. Cancellation. Each certificate for capital stock surrendered
to the Company for exchange or transfer shall be canceled and no new certificate
or certificates shall be issued in exchange for any existing certificate (other
than pursuant to Section 5.7) until such existing certificate shall have been
canceled.

     Section 5.7. Lost, Destroyed, Stolen and Mutilated Certificates. In the
event that any certificate for shares of capital stock of the Company shall be
mutilated, the Company shall issue a new certificate in place of such mutilated
certificate. In case any such certificate shall be lost, stolen or destroyed,
the Company may, in the discretion of the Board of Directors or a. committee
designated thereby with power so to act, issue a new certificate for capital
stock in the place of any such lost, stolen or destroyed certificate. The
applicant for any substituted certificate or certificates shall surrender any
mutilated certificate or, in the case of any lost, stolen or destroyed
certificate, furnish satisfactory proof of such loss, theft or destruction of
such certificate and of the ownership thereof. The Board of Directors or such
committee may, in its discretion, require the owner of a lost, stolen or
destroyed certificate or his representatives to furnish to the Company a bond
with an acceptable surety or sureties and in such sum as will be sufficient to
indemnify the Company against any claim that may be made, against it on account
of the lost, stolen or destroyed certificate or the issuance of such new
certificate. A new certificate may be issued without requiring a bond when, in
the judgment of the Board of Directors, it is proper to do so.

     Section 5.8. Fixing of Record Dates.

                                      - 8 -



          (a) The Board of Directors may fix in advance a record date, which
     shall not be more than sixty nor less than ten days before the date of any
     meeting of stockholders nor more than sixty days prior to any other action,
     for the purpose of determining stockholders entitled to notice of or to
     vote at such meeting of stockholders or any adjournment thereof, to express
     consent or dissent to corporate action in writing without a meeting or to
     receive payment of any dividend or other distribution or allotment of any
     rights, or to exercise any rights in respect of any change, conversion or
     exchange of stock or for the purpose of any other lawful action.

          (b) If no record date is fixed by the Board of Directors:

               (i) The record date for determining stockholders entitled to
          notice of or to vote at a meeting of stockholders shall be at the
          close of business on the day next preceding the day on which notice is
          given, or if notice is waived at the close of business on the day next
          preceding the day on which the meeting is held;

               (ii) The record date for determining stockholders entitled to
          express consent to corporate action in writing without a meeting when
          no prior action by the Board of Directors is necessary shall be the
          day on which the first consent is expressed;

               (iii) The record date for determining stockholders for any other
          purpose shall be at the close of business on the day on which the
          Board of Directors adopts the resolution relating thereto.

          (c) A determination of stockholders of record entitled to notice of or
     to vote at a meeting of stockholders shall apply to any adjournment of the
     meeting; provided that the Board of Directors may fix a new record date for
     the adjourned meeting.

                          ARTICLE VI - INDEMNIFICATION

     Section 6.1. General. To the fullest extent permitted by applicable law,
the Company shall indemnify, and advance Expenses (as hereinafter defined) to,
each and every person who is or was a director, officer, employee, agent or
fiduciary of the Company or of any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise in which such person
is or was serving at the request of the Company and who, because of any such
position or status, is directly or indirectly involved in any action, suit,
arbitration, alternate dispute resolution mechanism, investigation,
administrative hearing or any other proceeding whether civil, criminal,
administrative or investigative (a "Proceeding"). "Expenses" shall include all
reasonable attorneys' fees, retainers, court costs, transcript costs, fees of
experts, witness fees, travel expenses, duplicating costs, printing and binding
costs, telephone charges, postage, delivery service fees, and all other
disbursements or expenses of the types customarily incurred in connection with
prosecuting, defending, preparing to prosecute or defend, investigating, or
being or preparing to be a witness in a Proceeding.

     Section 6.2. Indemnification Insurance. The Company shall have power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or

                                      - 9 -



agent of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such
whether or not the Company would have the power to indemnify him against such
liability under applicable law.

                     ARTICLE VII - MISCELLANEOUS PROVISIONS

     Section 7.1. Corporate Seal. The seal of the Company shall be circular in
form with the name of the Company in the circumference and the words and figures
"Corporate Seal - 1996 Delaware" in the center. The seal may be used by causing
it to be affixed or impressed, or a facsimile thereof may be reproduced or
otherwise used in such manner as the Board of Directors may determine.

     Section 7.2. Fiscal Year. The fiscal year of the Company shall be from the
1st day of January to the 31st day of December, inclusive, in each year, or such
other twelve consecutive months as the Board of Directors may designate.

     Section 7.3. Waiver of Notice. Whenever any notice is required to be given
under any provision of law, the Certificate of Incorporation or these Bylaws, a
written waiver thereof, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice.

     Attendance of a person at a meeting shall constitute a waiver of notice of
such meeting, except when the person attends a meeting for the express purpose
of objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened.

     Section 7.4. Execution of Instruments, Contracts, etc.

          (a) All checks, drafts, bills of exchange, notes or other obligations
 or orders for the payment of money shall be signed in the name of the Company
 by such officer or officers or person or persons as the Board of Directors may
 from time to time designate.

          (b) Except as otherwise provided by law, the Board of Directors, any
 committee given specific authority in the premises by the Board of Directors or
 any committee given authority to exercise generally the powers of the Board of
 Directors during the intervals between meetings of the Board of Directors may
 authorize any officer, employee or agent, in the name of and on behalf of the
 Company, to enter into or execute and deliver deeds, bonds, mortgages,
 contracts and other obligations or instruments, and such authority may be
 general or confined to specific instances.

          (c) All applications, written instruments and papers required by or
     filed with any department of the United States Government or any state,
     county, municipal or other governmental official or authority may if
     permitted by applicable law be executed in the name of the Company by any
     principal officer or subordinate officer of the Company or, to the extent
     designated for such purpose from time to time by the Board of Directors, by

                                     - 10 -



     an employee or agent of the Company. Such designation may contain the power
     to substitute, in the discretion of the person named, one or more other
     persons.

                            ARTICLE VIII - AMENDMENTS

     Section 8.1. By Stockholders. These Bylaws may be amended, added to,
altered or repealed, or new Bylaws may be adopted, at any meeting of
stockholders by the vote of the holders of not less than a majority of the
outstanding shares of stock entitled to vote thereat, provided that, in the case
of a special meeting, notice that an amendment is to be considered and acted
upon shall be inserted in the notice or waiver of notice of said meeting.

     Section 8.2. By Directors. To the extent permitted by the Certificate of
Incorporation, these Bylaws may be amended, added to, altered or repealed, or
new Bylaws may be adopted, at any regular or special meeting of the Board of
Directors.

                                     - 11 -

EX-4.14

                                                                    Exhibit 4.14

================================================================================

                             CHENIERE ENERGY, INC.

                                   GUARANTORS
                                  Named Herein

                                       AND

                               [                ]
                                ----------------

                                     Trustee

                                   ----------

                                    INDENTURE

                   DATED AS OF                     , 200
                               --------------------     --

                                   ----------

                             SENIOR DEBT SECURITIES

================================================================================




                              CHENIERE ENERGY, INC.
     RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED,
                AND INDENTURE, DATED AS OF               , 200
                                           --------------     --

TRUST INDENTURE ACT SECTION                                    INDENTURE SECTION
- ---------------------------                                    -----------------

Section 310(a)(1)............................................................6.9
   (a)(2)....................................................................6.9
   (a)(3).........................................................Not Applicable
   (a)(4).........................................................Not Applicable
   (a)(5)....................................................................6.9
   (b).......................................................................6.8

Section 311.................................................................6.13

Section 312(a).......................................................7.1, 7.2(a)
   (b)....................................................................7.2(b)
   (c)....................................................................7.2(c)

Section 313(a)...............................................................7.3
   (b).........................................................................*
   (c).........................................................................*
   (d).......................................................................7.3

Section 314(a)...............................................................7.4
   (a)(4)...................................................................10.7
   (b)............................................................Not Applicable
   (c)(1)....................................................................1.3
   (c)(2)....................................................................1.3
   (c)(3).........................................................Not Applicable
   (d)............................................................Not Applicable
   (e).......................................................................1.3

Section 315(a)............................................................6.1(a)
   (b).......................................................................6.2
   (c)....................................................................6.1(b)
   (d)....................................................................6.1(c)
   (d)(1)..............................................................6.1(a)(1)
   (d)(2)..............................................................6.1(c)(2)
   (d)(3)..............................................................6.1(c)(3)
   (e)......................................................................5.14

Section 316(a)..........................................................1.1, 1.2
   (a)(1)(A)...........................................................5.2, 5.12
   (a)(1)(B)................................................................5.13
   (a)(2).........................................................Not Applicable
   (b).......................................................................5.8
   (c)....................................................................1.5(f)



TRUST INDENTURE ACT SECTION                                    INDENTURE SECTION
- ---------------------------                                    -----------------

Section 317(a)(1)............................................................5.3
   (a)(2)....................................................................5.4
   (b)......................................................................10.3

Section 318(a)...............................................................1.8

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

* Deemed included pursuant to Section 318(c) of the Trust Indenture Act



                                TABLE OF CONTENTS

                                                                                           
PARTIES........................................................................................1

RECITALS OF THE COMPANY........................................................................1

ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION............................1
   Section 1.1.  Definitions...................................................................1
   Section 1.2.  Incorporation by Reference of Trust Indenture Act.............................8
   Section 1.3.  Compliance Certificates and Opinions..........................................9
   Section 1.4.  Form of Documents Delivered to Trustee........................................9
   Section 1.5.  Acts of Holders; Record Dates................................................10
   Section 1.6.  Notices, Etc., to Trustee, Company and Guarantors............................11
   Section 1.7.  Notice to Holders; Waiver....................................................11
   Section 1.8.  Conflict with Trust Indenture Act............................................12
   Section 1.9.  Effect of Headings and Table of Contents.....................................12
   Section 1.10. Successors and Assigns.......................................................12
   Section 1.11. Separability Clause..........................................................12
   Section 1.12. Benefits of Indenture........................................................12
   Section 1.13. Governing Law................................................................12
   Section 1.14. Legal Holidays...............................................................13
   Section 1.15. Securities in a Composite Currency, Currency Unit or Foreign Currency........13
   Section 1.16. Payment in Required Currency; Judgment Currency..............................14
   Section 1.17. Language of Notices, Etc.....................................................14
   Section 1.18. Incorporators, Shareholders, Officers and Directors of the Company and the
                    Guarantors Exempt from Individual Liability...............................14

ARTICLE TWO SECURITY FORMS....................................................................14
   Section 2.1.  Forms Generally..............................................................14
   Section 2.2.  Form of Face of Security.....................................................15
   Section 2.3.  Form of Reverse of Security..................................................17
   Section 2.4.  Global Securities............................................................21
   Section 2.5.  Form of Trustee's Certificate of Authentication..............................22

ARTICLE THREE THE SECURITIES..................................................................23
   Section 3.1.  Amount Unlimited; Issuable in Series.........................................23
   Section 3.2.  Denominations................................................................25
   Section 3.3.  Execution, Authentication, Delivery and Dating...............................25
   Section 3.4.  Temporary Securities.........................................................27
   Section 3.5.  Registration, Registration of Transfer and Exchange..........................27
   Section 3.6.  Mutilated, Destroyed, Lost and Stolen Securities.............................30
   Section 3.7.  Payment of Interest; Interest Rights Preserved...............................30
   Section 3.8.  Persons Deemed Owners........................................................31
   Section 3.9.  Cancellation.................................................................32
   Section 3.10. Computation of Interest......................................................32
   Section 3.11. CUSIP or CINS Numbers........................................................32



                                       i



                                                                                           
ARTICLE FOUR SATISFACTION AND DISCHARGE.......................................................32
   Section 4.1.  Satisfaction and Discharge of Indenture......................................32
   Section 4.2.  Application of Trust Money...................................................33

ARTICLE FIVE REMEDIES.........................................................................34
   Section 5.1.  Events of Default............................................................34
   Section 5.2.  Acceleration of Maturity; Rescission and Annulment...........................35
   Section 5.3.  Collection of Indebtedness and Suits for Enforcement by Trustee..............35
   Section 5.4.  Trustee May File Proofs of Claim.............................................36
   Section 5.5.  Trustee May Enforce Claims Without Possession of Securities..................37
   Section 5.6.  Application of Money Collected...............................................37
   Section 5.7.  Limitation on Suits..........................................................37
   Section 5.8.  Unconditional Right of Holders to Receive Principal, Premium and Interest....38
   Section 5.9.  Restoration of Rights and Remedies...........................................38
   Section 5.10. Rights and Remedies Cumulative...............................................38
   Section 5.11. Delay or Omission Not Waiver.................................................38
   Section 5.12. Control by Holders...........................................................38
   Section 5.13. Waiver of Past Defaults......................................................39
   Section 5.14. Undertaking for Costs........................................................39
   Section 5.15. Waiver of Stay or Extension Laws.............................................39

ARTICLE SIX THE TRUSTEE.......................................................................40
   Section 6.1.  Certain Duties and Responsibilities..........................................40
   Section 6.2.  Notice of Defaults...........................................................41
   Section 6.3.  Certain Rights of Trustee....................................................41
   Section 6.4.  Not Responsible for Recitals or Issuance of Securities.......................42
   Section 6.5.  May Hold Securities..........................................................42
   Section 6.6.  Money Held in Trust..........................................................43
   Section 6.7.  Compensation and Reimbursement...............................................43
   Section 6.8.  Disqualification; Conflicting Interests......................................43
   Section 6.9.  Corporate Trustee Required; Eligibility......................................44
   Section 6.10. Resignation and Removal; Appointment of Successor............................44
   Section 6.11. Acceptance of Appointment by Successor.......................................45
   Section 6.12. Merger, Conversion, Consolidation or Succession to Business..................46
   Section 6.13. Preferential Collection of Claims Against Company............................46
   Section 6.14. Appointment of Authenticating Agent..........................................47

ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY...............................48
   Section 7.1.  Company to Furnish Trustee Names and Addresses of Holders....................48
   Section 7.2.  Preservation of Information; Communications to Holders.......................48
   Section 7.3.  Reports by Trustee...........................................................50
   Section 7.4.  Reports by Company...........................................................50

ARTICLE EIGHT CONSOLIDATION, AMALGAMATION, MERGER AND SALE....................................50
   Section 8.1.  Company May Consolidate, Etc., Only on Certain Terms.........................50
   Section 8.2.  Successor Substituted........................................................51



                                       ii



                                                                                           
ARTICLE NINE SUPPLEMENTAL INDENTURES..........................................................51
   Section 9.1.  Supplemental Indentures Without Consent of Holders...........................51
   Section 9.2.  Supplemental Indentures with Consent of Holders..............................53
   Section 9.3.  Execution of Supplemental Indentures.........................................53
   Section 9.4.  Effect of Supplemental Indentures............................................54
   Section 9.5.  Conformity with Trust Indenture Act..........................................54
   Section 9.6.  Reference in Securities to Supplemental Indentures...........................54

ARTICLE TEN COVENANTS.........................................................................54
   Section 10.1. Payment of Principal, Premium and Interest...................................54
   Section 10.2. Maintenance of Office or Agency..............................................54
   Section 10.3. Money for Securities Payments to Be Held in Trust............................55
   Section 10.4. Existence....................................................................56
   Section 10.5. Limitation on Liens..........................................................56
   Section 10.6. Restriction of Sale-Leaseback Transactions...................................57
   Section 10.7. Statement by Officers as to Default..........................................58
   Section 10.8. Waiver of Certain Covenants..................................................58
   Section 10.9. Additional Amounts...........................................................59

ARTICLE ELEVEN REDEMPTION OF SECURITIES.......................................................59
   Section 11.1. Applicability of Article.....................................................59
   Section 11.2. Election to Redeem; Notice to Trustee........................................60
   Section 11.3. Selection by Trustee of Securities to Be Redeemed............................60
   Section 11.4. Notice of Redemption.........................................................60
   Section 11.5. Deposit of Redemption Price..................................................61
   Section 11.6. Securities Payable on Redemption Date........................................61
   Section 11.7. Securities Redeemed in Part..................................................61

ARTICLE TWELVE SINKING FUNDS..................................................................62
   Section 12.1. Applicability of Article.....................................................62
   Section 12.2. Satisfaction of Sinking Fund Payments with Securities........................62
   Section 12.3. Redemption of Securities for Sinking Fund....................................62

ARTICLE THIRTEEN DEFEASANCE...................................................................63
   Section 13.1. Applicability of Article.....................................................63
   Section 13.2. Legal Defeasance.............................................................63
   Section 13.3. Covenant Defeasance..........................................................64
   Section 13.4. Deposited Money and U.S. Government Obligations to be Held in Trust..........65
   Section 13.5. Repayment to Company; Qualifying Trustee.....................................66

ARTICLE FOURTEEN GUARANTEE OF SECURITIES......................................................66
   Section 14.1. Unconditional Guarantee......................................................66
   Section 14.2. Execution and Delivery of Notation of Guarantee..............................68
   Section 14.3. Reports by Guarantor.........................................................69



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

                                      iii



                                     PARTIES

     INDENTURE, dated as of              [  ], 200   , among CHENIERE ENERGY,
                            ------------  --      ---
INC., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the "Company"), having an office at 5555 San Felipe,
Houston, Texas 77056, the GUARANTORS (as defined hereinafter) and [          ],
                                                                   ----------
a [          ] banking corporation, as Trustee (the "Trustee").
   ----------
                            RECITALS OF THE COMPANY:

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured senior
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), which may but are not required to be guaranteed by the Guarantor,
to be issued in one or more series as in this Indenture provided. The Company
directly or indirectly owns 100% of the capital stock of the Guarantors.

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

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as
follows:

                                   ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1. Definitions.

     For all purposes of this Indenture, 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 terms used in this Indenture that are defined in the Trust
     Indenture Act, defined by a Trust Indenture Act reference to another
     statute or defined by a Commission rule under the Trust Indenture Act have
     the meanings so assigned to them;

          (3) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with GAAP;

          (4) 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;

          (5) the words "Article" and "Section" refer to an Article and Section,
     respectively, of this Indenture; and



          (6) the word "includes" and its derivatives means "includes, but is
     not limited to" and corresponding derivative definitions.

     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 1.5.

"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.

"Attributable Indebtedness" means, with respect to any Sale-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). "Net rental
payments" under any lease for any period means the sum of the rental and other
payments required to be paid in such period by the lessee thereunder, not
including, however, any amounts required to be paid by such lessee (whether or
not designated as rental or additional rental) on account of maintenance and
repairs, insurance, taxes, assessments or similar charges required to be paid by
such lessee thereunder contingent upon the amount of sales or deliveries,
maintenance and repairs, insurance, taxes, assessments or similar charges.

"Authenticating Agent" means any Person authorized by the Trustee to act on
behalf of the Trustee to authenticate Securities.

"Banking Day" means, in respect of any city, any date on which commercial banks
are open for business in that city.

"Bankruptcy Law" means any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law.

"Board of Directors" means either the board of directors of the Company or of a
Guarantor, as applicable, or any duly authorized committee of that board to
which the powers of that board have been lawfully delegated.

"Board Resolution" means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company, the principal financial officer of the
Company or a Guarantor, any other authorized officer of the Company or a
Guarantor, or a person duly authorized by any of them, in each case as
applicable, 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. Where any provision of this Indenture refers to action to be taken
pursuant to a Board Resolution (including the establishment of any series of the
Securities and the forms and terms thereof), such action may be taken by any
committee, officer or employee of the Company or a Guarantor, as applicable,
authorized to take such action by the Board of Directors as evidenced by a Board
Resolution.

"Business Day", when used with respect to any Place of Payment or other
location, means, except as otherwise provided as contemplated by Section 3.1
with respect to any series of Securities, each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in that
Place of Payment or other location are authorized or obligated by law, executive
order or regulation to close.

                                       2



"CINS" means CUSIP International Numbering System.

"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 or resulting corporation shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor or resulting corporation.

"Company Request" or "Company Order" means, in the case of the Company, a
written request or order 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 duly authorized officer of the Company or any person
duly authorized by any of them, and delivered to the Trustee and, in the case of
a Guarantor, a written request or order signed in the name of such Guarantor by
its Chairman of the Board, its Chief Executive Officer, its President, any of
its Vice Presidents or any other duly authorized officer of such Guarantor or
any person duly authorized by any of them, and delivered to the Trustee.

"Consolidated Net Worth" means, at any date of determination, the amount of
total shareholders' equity shown in most recent consolidated statement of
financial position of the Company, including any preferred stock not reflected
as a liability on such consolidated statement of financial position.

"Corporate Trust Office" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered
and which, at the date hereof, is located at [          ].
                                              ----------

"corporation" includes corporations, companies, associations, partnerships,
limited partnerships, limited liability companies, joint-stock companies and
trusts.

"covenant defeasance" has the meaning specified in Section 13.3.

"CUSIP" means the Committee on Uniform Securities Identification Procedures.

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

"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 and any guarantee of the foregoing.

"Default" means, with respect to a series of Securities, any event that is, or
after notice or lapse of time or both would be, an Event of Default.

"Defaulted Interest" has the meaning specified in Section 3.7.

"defeasance" has the meaning specified in Section 13.2.

"Definitive Security" means a security other than a Global Security or a
temporary Security.

"Depositary" means, with respect to the Securities of any series issuable or
issued in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is

                                       3



designated to act as Depositary for such Securities as contemplated by Section
3.1, until a successor Depositary shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter shall mean or include
each Person which is a Depositary hereunder, and if at any time there is more
than one such Person, shall be a collective reference to such Persons.

"Dollar" or "$" means the coin or currency of the United States of America,
which at the time of payment is legal tender for the payment of public and
private debts.

"Event of Default" has the meaning specified in Section 5.1.

"Foreign Currency" means a currency used by the government of a country other
than the United States of America.

"GAAP" means generally accepted accounting principles in the United States set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, as in effect from time to time.

"Global Security" means a Security in global form that evidences all or part of
a series of Securities and is authenticated and delivered to, and registered in
the name of, the Depositary for the Securities of such series or its nominee.

"Guarantee" has the meaning specified in Section 14.1.

"Guarantor" means (i) Cheniere LNG Services, Inc., a corporation duly organized
and existing under the laws of the State of Delaware, (ii) Cheniere LNG, Inc., a
corporation duly organized and existing under the laws of the State of Delaware,
(iii) Cheniere Energy Operating Co., Inc., a corporation duly organized and
existing under the laws of the State of Delaware, (iv) Cheniere-Gryphon
Management, Inc., a corporation duly organized and existing under the laws of
the State of Delaware and (v) any Person that becomes a successor guarantor
pursuant to the applicable provisions of this Indenture.

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

"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, including, for all
purposes of this instrument, and any such supplemental indenture, the provisions
of the Trust Indenture Act that are deemed to be part of and govern this
instrument and any such supplemental indenture, respectively. The term
"Indenture" also shall include the terms of particular series of Securities
established as contemplated by Section 3.1.

"interest", when used with respect to an Original Issue Discount Security which
by its terms bears interest only after Maturity, means interest payable after
Maturity.

"Interest Payment Date", when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.

"Judgment Currency" has the meaning specified in Section 1.16.

"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.

                                       4



"mandatory sinking fund payment" has the meaning specified in Section 12.1.

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

"Notice of Default" means a written notice of the kind specified in Section
5.1(3) or Section 5.1(4).

"Officer's Certificate" means, in the case of the Company, a certificate signed
by the Chairman of the Board, the Chief Executive Officer, the President, any
Vice President or any other duly authorized officer of the Company, or a person
duly authorized by any of them, and delivered to the Trustee and, in the case of
a Guarantor, a certificate signed by the Chairman of the Board, the Chief
Executive Officer, the President, any Vice President or any other duly
authorized officer of such Guarantor, or a person duly authorized by any of
them, and delivered to the Trustee.

"Opinion of Counsel" means a written opinion of counsel, who may be an employee
of or counsel for the Company or a Guarantor, as the case may be, and who shall
be reasonably acceptable to the Trustee.

"optional sinking fund payment" has the meaning specified in Section 12.1.

"Original Issue Discount Security" means 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 pursuant to Section 5.2.

"Outstanding", when used with respect to Securities, means, as of the date of
determination, all Securities theretofore authenticated and delivered under this
Indenture, except:

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

          (ii) Securities for whose payment or redemption money in the necessary
     amount has been theretofore deposited with the Trustee or any Paying Agent
     (other than the Company) in trust or set aside and segregated in trust by
     the Company (if the Company shall act as its own Paying Agent) for the
     Holders of such Securities; provided, however, 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;

          (iii) Securities which have been paid pursuant to Section 3.6 or in
     exchange for or in lieu of which other Securities have been authenticated
     and delivered pursuant to this Indenture, other than any such Securities in
     respect of which there shall have been presented to the Trustee proof
     satisfactory to it that such Securities are held by a bona fide purchaser
     in whose hands such Securities are valid obligations of the Company; and

          (iv) Securities, except to the extent provided in Section 13.2 and
     13.3, with respect to which the Company has effected defeasance or covenant
     defeasance as provided in Article Thirteen, which defeasance or covenant
     defeasance then continues in effect;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (A) the principal
amount of an 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

                                       5



of such determination upon acceleration of the Maturity thereof on such date
pursuant to Section 5.2, (B) the principal amount of a Security denominated in
one or more currencies or currency units other than U.S. dollars shall be the
U.S. dollar equivalent of such currencies or currency units, determined in the
manner provided as contemplated by Section 3.1 on the date of original issuance
of such Security or by Section 1.15, if not otherwise so provided pursuant to
Section 3.1, of the principal amount (or, in the case of an Original Issue
Discount Security, the U.S. dollar equivalent (as so determined) on the date of
original issuance of such Security of the amount determined as provided in
Clause (A) above) of such Security, and (C) Securities owned by the Company, any
Guarantor 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, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded. Securities so owned as described in Clause (C) of the
immediately preceding sentence 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 so to act with respect to such Securities and that
the pledgee is not the Company, a Guarantor or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

"Paying Agent" means any Person authorized by the Company to pay the principal
of and any premium or interest on any Securities on behalf of the Company.

"Periodic Offering" means an offering of Securities of a series from time to
time, the specific terms of which Securities, including, without limitation, the
rate or rates of interest or formula for determining the rate or rates of
interest thereon, if any, the Stated Maturity or Stated Maturities thereof, the
original issue date or dates thereof, the redemption provisions, if any, with
respect thereto, and any other terms specified as contemplated by Section 3.1
with respect thereto, are to be determined by the Company upon the issuance of
such Securities.

"Permitted Liens" means (i) 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; (ii) 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, (iii)
Liens of taxes and assessments which are (A) for the then current year, (B) not
at the time delinquent, or (C) delinquent but the validity of which is being
contested at the time by the Company or any Subsidiary in good faith; (iv) Liens
of, or to secure performance of, leases; (v) 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; (vi) any Lien upon property
or assets acquired or sold by the Company or any Subsidiary resulting from the
exercise of any rights arising out of defaults or receivables; (vii) 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; (viii) any Lien upon any property or
assets in accordance with customary banking practice to secure any Debt incurred
by, or extension of credit to, the Company or any 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; (ix) Liens under production sales
agreements, division orders, operating agreements, unitization and pooling
orders and other agreements customary in the oil and gas business for
processing, producing, transporting, marketing and exchanging produced
hydrocarbons, (x) Liens incurred in the ordinary course of business covering
deposit or securities accounts in favor of the depositary institution or
securities intermediary holding such accounts and arising in connection with
obligations of the Company or any of its Subsidiaries arising from any such
accounts; (xi) Liens in favor of operators and non-operators under joint
operating agreements or similar contractual arrangements arising in the ordinary
course of the business of the

                                       6



Company and its Subsidiaries to secure amounts owing, which amounts are not yet
due or which are being contested by the Company or any Subsidiary in good faith;
(xii) Liens arising from forward sales of hydrocarbons or the sale by the
Company or any of its Subsidiaries of production payments; or (xiii) 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, company, limited liability company,
partnership, limited partnership, joint venture, association, joint-stock
company, trust, other entity, unincorporated organization or government or any
agency or political subdivision thereof.

"Place of Payment", when used with respect to the Securities of any series,
means, unless otherwise specifically provided for with respect to such series as
contemplated by Section 3.1, the office or agency of the Company in the City of
New York and such other place or places where, subject to the provisions of
Section 10.2, the principal of and any premium and interest on the Securities of
that series are payable as contemplated by Section 3.1.

"Predecessor Security" 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 3.6 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

"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 at which it is to be redeemed pursuant to this Indenture.

"Regular Record Date" for the interest payable on any Interest Payment Date on
the Securities of any series means the date specified for that purpose as
contemplated by Section 3.1.

"Required Currency" has the meaning specified in Section 1.16.

"Sale-Leaseback Transaction" means any arrangement with any Person providing for
the leasing by the Company or any Subsidiary, for a period of more than three
years, of any real or personal property, which property has been or is to be
sold or transferred by the Company or such Subsidiary to such Person in
contemplation of such leasing.

"Securities" has the meaning stated in the first recital of this Indenture and
more particularly means any Securities authenticated and delivered under this
Indenture.

"Security Register" and "Security Registrar" have the respective meanings
specified in Section 3.5.

"Special Record Date" for the payment of any Defaulted Interest means a date
fixed by the Trustee pursuant to Section 3.7.

"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.

                                       7



"Subsidiary" means (i) a corporation more than 50% of the outstanding voting
stock of which is owned, directly or indirectly, by the Company or by one or
more other Subsidiaries, or by the Company and one or more other Subsidiaries or
(ii) any partnership or similar business organization more than 50% of the
ownership interests having ordinary voting power of which shall at the time be
so owned. For the purposes of this definition, "voting stock" means capital
stock or equity interests which ordinarily have voting power for the election of
directors, whether at all times or only so long as no senior class of stock has
such voting power by reason of any contingency.

"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 or
include each Person who is then a Trustee hereunder, and 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.

"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 9.5; provided, however, that if the Trust Indenture Act of 1939 is
amended after such date, "Trust Indenture Act" means, to the extent required by
any such amendment, the Trust Indenture Act of 1939 as so amended.

"U.S. Person" shall have the meaning assigned to such term in Section
7701(a)(30) of the Internal Revenue Code of 1986, as amended.

"U.S. Government Obligations" means securities which are (i) direct obligations
of the United States for the payment of which its full faith and credit is
pledged, or (ii) obligations of a Person controlled or supervised by and acting
as an agency or instrumentality of the United States, the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States, each of which are not callable or redeemable at the option of the issuer
thereof.

"Vice President", when used with respect to the Company, the Guarantor 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."

Section 1.2. Incorporation by Reference of Trust Indenture Act.

     Whenever this Indenture refers to a provision of the Trust Indenture Act,
the provision is incorporated by reference in and made a part of this Indenture.
The following Trust Indenture Act terms used in this Indenture have the
following meanings:

          "commission" means the Commission.

          "indenture securities" means the Securities.

          "indenture security holder" means a Holder.

          "indenture to be qualified" means this Indenture.

          "indenture trustee" or "institutional trustee" means the Trustee.

          "obligor" on the indenture securities means the Company, the Guarantor
          (if applicable) or any other obligor on the indenture securities.

                                       8



     All terms used in this Indenture that are defined by the Trust Indenture
Act, defined by a Trust Indenture Act reference to another statute or defined by
a Commission rule under the Trust Indenture Act have the meanings so assigned to
them.

Section 1.3. Compliance Certificates and Opinions.

     Upon any application or request by the Company or a Guarantor to the
Trustee to take any action under any provision of this Indenture, the Company or
such Guarantor, as the case may be, shall furnish to the Trustee an Officer's
Certificate stating that all conditions precedent, if any, 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, have been complied with, except that in the case of any such
application or request as to which the 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 except as required under Section 314(c) of the Trust Indenture Act.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (except for certificates provided for in
Section 10.7) 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 1.4. 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 as to 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 or a Guarantor 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 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 or the
Guarantor, as the case may be, stating that the information with respect to such
factual matters is in the possession of the Company or the Guarantor, as the
case may be, unless such counsel knows that the certificate or opinion or
representations with respect to such matters are erroneous.

                                       9



     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 1.5. Acts of Holders; Record Dates.

               (a) Any request, demand, authorization, direction, notice,
          consent, waiver or other action provided by this Indenture to be given
          or taken by Holders may be embodied in and evidenced by one or more
          instruments of substantially similar tenor signed (either physically
          or by means of a facsimile or an electronic transmission, provided
          that such electronic transmission is transmitted through the
          facilities of a Depositary) by such Holders in person or by 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 or the Guarantors. 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
          315 of the Trust Indenture Act) conclusive in favor of the Trustee,
          the Company and, if applicable, the Guarantors, 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 of
          such execution or by a certificate of a 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 a signer acting in a
          capacity other than his individual capacity, 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 of same, shall be proved by the Security Register.

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

               (e) Without limiting the foregoing, a Holder entitled to give or
          take any action hereunder with regard to any particular Security may
          do so with regard to all or any part of the principal amount of such
          Security or by one or more duly appointed agents each of which may do
          so pursuant to such appointment with regard to all or any different
          part of such principal amount.

               (f) The Company may set any day as the record date for the
          purpose of determining the Holders of Outstanding Securities of any
          series entitled to give or take

                                       10



          any request, demand, authorization, direction, notice, consent, waiver
          or other Act provided or permitted by this Indenture to be given or
          taken by Holders of Securities of such series, but the Company shall
          have no obligation to do so. With regard to any record date set
          pursuant to this paragraph, the Holders of Outstanding Securities of
          the relevant series on such record date (or their duly appointed
          agents), and only such Persons, shall be entitled to give or take the
          relevant action, whether or not such Holders remain Holders after such
          record date.

Section 1.6. Notices, Etc., to Trustee, Company and Guarantors.

     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, a Guarantor 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, Attention:
     [Corporate Trust Department],

          (2) the Company by the Trustee, a Guarantor or by any Holder shall be
     sufficient for every purpose hereunder (unless otherwise herein expressly
     provided) 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 to the attention of the Corporate
     Secretary, or at any other address previously furnished in writing to the
     Trustee by the Company, or

          (3) a Guarantor by the Company, the Trustee or by any Holder shall be
     sufficient for every purpose hereunder (unless otherwise herein expressly
     provided) if in writing and mailed, first-class postage prepaid, to such
     Guarantor addressed to it at 5555 San Felipe, Houston, Texas 77056 to the
     attention of the Corporate Secretary, or at any other address previously
     furnished in writing to the Trustee by the Guarantor.

Section 1.7. Notice to Holders; Waiver.

     Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his 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. Any notice mailed to a Holder in the manner herein
prescribed shall be conclusively deemed to have been received by such Holder,
whether or not such Holder actually receives such notice.

     Where this Indenture 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 or by reason of
any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

                                       11



Section 1.8. Conflict with Trust Indenture Act.

     If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act that is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or excluded, as the case may be.

Section 1.9. 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 1.10. Successors and Assigns.

     All covenants and agreements in this Indenture by each of the Company and
the Guarantors shall bind their respective successors and assigns, whether so
expressed or not.

Section 1.11. Separability Clause.

     In case any provision in this Indenture or in the Securities or, if
applicable, the Guarantee 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 1.12. Benefits of Indenture.

     Nothing in this Indenture or in the Securities or, if applicable, the
Guarantee, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Indenture.

Section 1.13. Governing Law.

     THIS INDENTURE, THE SECURITIES AND THE GUARANTEE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     To the fullest extent permitted by applicable law, each of the Company and
the Guarantors hereby irrevocably submits to the jurisdiction of any Federal or
state court located in the Borough of Manhattan in The City of New York, New
York in any suit, action or proceeding based on or arising out of or relating to
this Indenture, any Securities or, if applicable, the Guarantee and irrevocably
agrees that all claims in respect of such suit or proceeding may be determined
in any such court. Each of the Company and the Guarantors irrevocably waives, to
the fullest extent permitted by law, any objection which it may have to the
laying of the venue of any such suit, action or proceeding brought in an
inconvenient forum. Each of the Company and the Guarantors hereby irrevocably
designates and appoints                , New York, New York (the "Process
                        ---------------
Agent") as its authorized agent for purposes of this Section 1.13, it being
understood that the designation and appointment of the Process Agent as such
authorized agent shall become effective immediately without any further action
on the part of the Company or a Guarantor, as the case may be. Each of the
Company and the Guarantors further agrees that, unless otherwise required by
law, service of process upon the Process Agent and written notice of said
service to the Company or a Guarantor, as the case may be, mailed by prepaid
registered first class mail or delivered to the Process Agent at its principal
office, shall be deemed in every respect effective

                                       12



service of process upon the Company or such Guarantor, as the case may be, in
any such suit or proceeding. Each of the Company and the Guarantors further
agrees to take any and all action, including the execution and filing of any and
all such documents and instruments as may be necessary, to continue such
designation and appointment of the Process Agent in full force and effect so
long as the Company or such Guarantor, as the case may be, has any outstanding
obligations under this Indenture. To the extent the Company or a Guarantor, as
the case may be, has or hereafter may acquire any immunity from jurisdiction of
any court or from any legal process (whether through service of notice,
attachment prior to judgment, attachment in aid of execution, executor or
otherwise) with respect to itself or its property, each of the Company and such
Guarantor hereby irrevocably waives such immunity in respect of its obligations
under this Indenture to the extent permitted by law.

Section 1.14. Legal Holidays.

     In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
or, if applicable, the Guarantee (other than a provision of the Securities of
any series or, if applicable, the Guarantee that specifically states that such
provision shall apply in lieu of this Section 1.14)) payment of interest or
principal and any premium need not be made at such Place of Payment on such
date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, or at the Stated Maturity, provided that no interest shall
accrue for the period from and after such Interest Payment Date, Redemption Date
or Stated Maturity, as the case may be.

Section 1.15. Securities in a Composite Currency, Currency Unit or Foreign
Currency.

     Unless otherwise specified in an Officer's Certificate delivered pursuant
to Section 3.1 of this Indenture with respect to a particular series of
Securities, whenever for purposes of this Indenture any action may be taken by
the Holders of a specified percentage in aggregate principal amount of
Securities of all series or all series affected by a particular action at the
time Outstanding and, at such time, there are Outstanding Securities of any
series which are denominated in a coin, currency or currencies other than
Dollars (including, but not limited to, any composite currency, currency units
or Foreign Currency), then the principal amount of Securities of such series
which shall be deemed to be Outstanding for the purpose of taking such action
shall be that amount of Dollars that could be obtained for such amount at the
Market Exchange Rate. For purposes of this Section 1.15, the term "Market
Exchange Rate" shall mean the noon Dollar buying rate in The City of New York
for cable transfers of such currency or currencies as published by the Federal
Reserve Bank of New York, as of the most recent available date. If such Market
Exchange Rate is not so available for any reason with respect to such currency,
the Trustee shall use, in its sole discretion and without liability on its part,
such quotation of the Federal Reserve Bank of New York as of the most recent
available date, or quotations or rates of exchange from one or more major banks
in The City of New York or in the country of issue of the currency in question,
which for purposes of euros shall be Brussels, Belgium, or such other quotations
or rates of exchange as the Trustee shall deem appropriate. The provisions of
this paragraph shall apply in determining the equivalent principal amount in
respect of Securities of a series denominated in a currency other than Dollars
in connection with any action taken by Holders of Securities pursuant to the
terms of this Indenture.

     All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Issuer and all Holders.

                                       13



Section 1.16. Payment in Required Currency; Judgment Currency.

     Each of the Company and the Guarantors 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 interest on the Securities of any series (the
"Required Currency") into a currency in which a 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 Trustee could purchase in The City
of New York the Required Currency with the Judgment Currency on the day on which
final unappealable judgment is entered, unless such day is not a Banking Day,
then, to the extent permitted by applicable law, the rate of exchange used shall
be the rate at which in accordance with normal banking procedures the Trustee
could purchase in The City of New York the Required Currency with the Judgment
Currency on the Banking Day next preceding the day on which final unappealable
judgment is entered 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 subclause (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.

Section 1.17. Language of Notices, Etc.

     Any request, demand, authorization, direction, notice, consent, waiver or
Act required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country
of publication.

Section 1.18. Incorporators, Shareholders, Officers and Directors of the Company
and the Guarantors 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, if
applicable, the Guarantee, or for any claim based thereon or otherwise in
respect thereof, or in any Security or, if applicable, the Guarantee, or because
of the creation of any indebtedness represented thereby, shall be had against
any incorporator, shareholder, member, officer, manager or director, as such,
past, present or future, of the Company, any Guarantor or any successor Person,
either directly or through the Company, any Guarantor 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 2.1. Forms Generally.

     The Securities of each series and, if applicable, the notation thereon
relating to the Guarantee, shall be in substantially the form set forth in this
Article Two, or in such other form or forms as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or

                                       14



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 the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities
and, if applicable, the Guarantee, as evidenced by their execution thereof.

     The definitive Securities shall be printed, lithographed or engraved 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
thereof. If the form of Securities of any series is established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by an authorized officer or other authorized person on behalf
of the Company and delivered to the Trustee at or prior to the delivery of the
Company Order contemplated by Section 3.3 for the authentication and delivery of
such Securities.

     The forms of Global Securities of any series shall have such provisions and
legends as are customary for Securities of such series in global form, including
without limitation any legend required by the Depositary for the Securities of
such series.

Section 2.2. Form of Face of Security.

[If the Security is an Original Issue Discount Security, insert--FOR PURPOSES OF
SECTION 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE
AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS                  , THE ISSUE DATE IS
                                         -----------------
          , 20    [AND] [,] THE YIELD TO MATURITY IS                 [,] [AND
- ----------    ---                                    ---------------
THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS                 AND
                                                            ---------------
THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS          ]]
                                                   ---------

[Insert any other legend required by the United States Internal Revenue Code or
the regulations thereunder.]

[If a Global Security,--insert legend required by Section 204 of the Indenture]
[If applicable, insert --UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

                              CHENIERE ENERGY, INC.

                               [TITLE OF SECURITY]

No                                                            U.S. $
  -------------                                                     ------------

[CUSIP No. ]

CHENIERE ENERGY, INC., a company duly incorporated under the laws of the State
of Delaware (herein called the "Company ", which term includes any successor or
resulting Person under the Indenture

                                       15



hereinafter referred to), for value received, hereby promises to pay to
                                 , or registered assigns, the principal sum
- ---------------------------------
of                                                  United States Dollars on
   ------------------------------------------------
              [If the Security is to bear interest prior to Maturity, insert--,
- -------------
and to pay interest thereon from                          or from the most
                                 ------------------------
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on             and             in each year, commencing
                      -----------     -----------
           , at the rate of      % per annum, until the principal hereof is paid
- -----------                 -----
or made available for payment [if applicable, insert--, and at the rate of    %
                                                                           ---
per annum on any overdue principal and premium and on any installment of
interest (to the extent that the payment of such interest shall be legally
enforceable)]. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the        or        (whether or not a
                                      ------    ------
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture].

[If the Security is not to bear interest prior to Maturity, insert--The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of      % per annum (to the extent that the payment of such
                        -----
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly
provided for. Interest on any overdue principal shall be payable on demand. Any
such interest on any overdue principal that is not so paid on demand shall bear
interest at the rate of        % per annum (to the extent that the payment of
                        -------
such interest shall be legally enforceable), which shall accrue from the date of
such demand for payment to the date payment of such interest has been made or
duly provided for, and such interest shall also be payable on demand.]

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

[If a Definitive Security, insert--Payment of the principal of (and premium, if
any) and [if applicable, insert--any such] interest on this Security will be
made at the office or agency of the Company maintained for that purpose in
               , in such coin or currency of the United States of America as at
- ---------------
the time of payment is legal tender for payment of public and private debts]
[state other currency] [or subject to any laws or regulations applicable thereto
and to the right of the Company (as provided in the Indenture) to rescind the
designation of any such Paying Agent, at the [main] offices of
                                                               -----------------
in              , or at such other offices or agencies as the Company may
   -------------
designate, by [United States Dollar] [state other currency] check drawn on, or
transfer to a [United States Dollar] account maintained by the payee with, a
bank in The City of New York (so long as the applicable Paying Agency has
received proper transfer instructions in writing at least      days prior to the
                                                          ----
payment date)] [if applicable, insert--; provided, however, that payment of
interest may be made at the option of the Company by [United States Dollar]
[state other currency] check mailed to the addresses of the Persons entitled
thereto as such addresses shall appear in the Security Register] [or by transfer
to a [United States

                                       16



Dollar] [state other currency] account maintained by the payee with a bank in
The City of New York [state other Place of Payment] (so long as the applicable
Paying Agent has received proper transfer instructions in writing by the Record
Date prior to the applicable Interest Payment Date)].]

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

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

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

     Dated:
           -----------------

                                             CHENIERE ENERGY, INC.


                                             By:
                                                --------------------------------

Section 2.3. Form of Reverse of Security.

This Security is one of a duly authorized issue of senior securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of               [              ], 200
                                       -------------  --------------      --
(herein called the "Indenture"), between the Company, the Guarantors and
[           ], as Trustee (herein called the "Trustee", which term includes any
 -----------
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement, of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Guarantors, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. As
provided in the Indenture, the Securities may be issued in one or more series,
which different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may be
subject to different redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to different
covenants and Events of Default and may otherwise vary as in the Indenture
provided or permitted. This Security is one of the series designated on the face
hereof [, limited in aggregate principal amount to $          ].
                                                    ----------

This security is the general, unsecured, senior obligation of the Company [if
applicable, insert--and is guaranteed pursuant to a guarantee (the "Guarantee")
by [insert name of each Guarantor] (the "Guarantors"). The Guarantee is the
general, unsecured, senior obligation of each Guarantor.]

[If applicable, insert--The Securities of this series are subject to redemption
upon not less than      days' notice by mail, [if applicable, insert,--(1) on
                   ----
              in any year commencing with the year      and ending with the year
- -------------                                      ----
     through operation of the sinking fund for this series at a Redemption Price
- ----
equal to 100% of the principal amount, and (2) ] at any time [on or after
            , 20   ], as a whole or in part, at the election of the Company, at
- ------------    ---
the following Redemption Prices (expressed as percentages of the principal
amount): If redeemed [on or before                  ,      %, and if redeemed]
                                   -----------------  -----
during the 12-month period beginning             of the years indicated,
                                     -----------

                                       17



   Year          Redemption Price        Year          Redemption Price

and thereafter at a Redemption Price equal to       % of the principal amount,
                                              -----
together in the case of any such redemption [if applicable, insert--(whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

[If applicable, insert--The Securities of this series are subject to redemption
upon not less than      nor more than     days' notice by mail, (1) on
                   ----               ---                              ---------
in any year commencing with the year       and ending with the year      through
                                     -----                          ----
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at anytime [on or
after            ], as a whole or in part, at the election of the Company, at
      -----------
the Redemption Prices for redemption otherwise than through operation of the
sinking fund (expressed as percentages of the principal amount) set forth in the
table below: If redeemed during the 12-month period beginning               of
                                                              -------------
the years indicated,

                                                   Redemption Price for
                    Redemption Price For        Redemption Otherwise Than
                     Redemption Through            Through Operation of
   Year         Operation of the Sinking Fund        the Sinking Fund

and thereafter at a Redemption Price equal to      % of the principal amount,
                                              -----
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

[If applicable, insert--Notwithstanding the foregoing, the Company may not,
prior to               , redeem any Securities of this series as contemplated by
         --------------
[Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any
refunding operation by the application, directly or indirectly, of moneys
borrowed having an interest cost to the Company (calculated in accordance with
generally accepted financial practice) of less than     % per annum.]
                                                    ----

                                       18



[If applicable, insert--The sinking fund for this series provides for the
redemption on              in each year beginning with the year      and ending
              ------------                                      ----
with the year      of [not less than] $            [("mandatory sinking fund")
              ----                     -----------
and not more than $             ] aggregate principal amount of Securities of
                   -------------
this series. [Securities of this series acquired or redeemed by the Company
otherwise than through [mandatory] sinking fund payments may be credited against
subsequent [mandatory] sinking fund payments otherwise required to be made [If
applicable, insert-- in the inverse order in which they become due].]

[If the Securities are subject to redemption in part of any kind, insert--In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

[If applicable, insert--The Securities of this series are not redeemable prior
to Stated Maturity.]

[If the Security is not an Original Issue Discount Security,--If an Event of
Default with respect to Securities of this series shall occur and be continuing,
the principal of the Securities of this series may be declared due and payable
in the manner and with the effect provided in the Indenture.]

[If the Security is an Original Issue Discount Security,--If an Event of Default
with respect to Securities of this series shall occur and be continuing, an
amount of principal of the Securities of this series may be declared due and
payable in the manner and with the effect provided in the Indenture. Such amount
shall be equal to --insert formula for determining the amount. Upon payment (i)
of the amount of principal so declared due and payable and (ii) of interest on
any overdue principal and overdue interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company's
obligations in respect of the payment of the principal of and interest, if any,
on the Securities of this series shall terminate.]

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

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

[If a Global Security, insert--This Global Security or portion hereof may not be
exchanged for Definitive Securities of this series except in the limited
circumstances provided in the Indenture. The holders of beneficial interests in
this Global Security will not be entitled to receive physical delivery of
Definitive Securities except as described in the Indenture and will not be
considered the Holders thereof for any purpose under the Indenture.]

                                       19



[If a Definitive Security, insert--As provided in the Indenture and subject to
certain limitations therein set forth, the transfer of this Security is
registerable in the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in [if
applicable, insert--any place where the principal of and any premium and
interest on this Security are payable] [if applicable, insert--The City of New
York [, or, subject to any laws or regulations applicable thereto and to the
right of the Company (limited as provided in the Indenture) to rescind the
designation of any such transfer agent, at the [main] offices of
                                                                 ---------------
in                  or at such other offices or agencies as the Company may
   ----------------
designate]], duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.]

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

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

Prior to due presentment of this Security for registration of transfer, the
Company, [If applicable, insert--any Guarantor,] the Trustee and any agent of
the Company [If applicable, insert--, a Guarantor] or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and none of the Company, [If
applicable, insert--the Guarantors,] the Trustee nor any such agent shall be
affected by notice to the contrary.

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

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

                                       20



Except as otherwise defined herein, all terms used in this Security which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.

[If a Definitive Security, insert as a separate page--

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

- ---------------------------------------------------------------------------
(Please Print or Typewrite Name and Address of Assignee)

the within instrument of CHENIERE ENERGY, INC. and does hereby irrevocably
constitute and appoint                     Attorney to transfer said instrument
                       -------------------
on the books of the within-named Company, with full power of substitution in the
premises.

Please Insert Social Security or Other Identifying Number of Assignee:

- -------------------------------   -------------------------------

Dated:
       ------------------------   -------------------------------
                                             (Signature)

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.]

[If a Security to which Article Fourteen has been made applicable, insert the
following Form of Notation on such Security relating to the Guarantee--

Each of the Guarantors (which term includes any successor Person in such
capacity under the Indenture), has fully, unconditionally and absolutely
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture, the due and punctual payment of the principal of,
and premium, if any, and interest on the Securities and all other amounts due
and payable under the Indenture and the Securities by the Company.

The obligations of the Guarantors to the Holders of Securities and to the
Trustee pursuant to the Guarantee and the Indenture are expressly set forth in
Article Fourteen of the Indenture and reference is hereby made to the Indenture
for the precise terms of the Guarantee.

                                             Guarantors:

                                             [NAME OF EACH GUARANTOR]


                                             By:
                                                 -------------------------------

                                                                               ]
                                                 ------------------------------

Section 2.4. Global Securities.

     Every Global Security authenticated and delivered hereunder shall bear a
legend in substantially the following form:

          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
          HEREINAFTER REFERRED TO AND IS

                                       21



          REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS
          SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR
          SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE
          DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE
          REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
          INDENTURE.

          EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF
          TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE
          A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED
          CIRCUMSTANCES.

     If Securities of a series are issuable in whole or in part in the form of
one or more Global Securities, as specified as contemplated by Section 3.1,
then, notwithstanding clause (9) of Section 3.1 and the provisions of Section
3.2, any Global Security shall represent such of the Outstanding Securities of
such series as shall be specified therein and may provide that it shall
represent the aggregate amount of Outstanding Securities from time to time
endorsed thereon and that the aggregate amount of Outstanding Securities
represented thereby may from time to time be reduced or increased, as the case
may be, to reflect exchanges. Any endorsement of a Global Security to reflect
the amount, or any reduction or increase in the amount, of Outstanding
Securities represented thereby shall be made in such manner and upon
instructions given by such Person or Persons as shall be specified therein or in
a Company Order. Subject to the provisions of Sections 3.3, 3.4 and 3.5, the
Trustee shall deliver and redeliver any Global Security in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. Any instructions by the Company with respect to
endorsement or delivery or redelivery of a Global Security shall be in a Company
Order (which need not comply with Section 1.3 and need not be accompanied by an
Opinion of Counsel).

     The provisions of the last sentence of Section 3.3 shall apply to any
Security represented by a Global Security if such Security was never issued and
sold by the Company and the Company delivers to the Trustee the Global Security
together with a Company Order (which need not comply with Section 1.3 and need
not be accompanied by an Opinion of Counsel) with regard to the reduction or
increase, as the case may be, in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 3.3.

Section 2.5. Form of Trustee's Certificate of Authentication.

     The Trustee's certificate(s) of authentication shall be in substantially
the following form:

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

                                             [               ],
                                              ---------------
                                             as Trustee


                                             By:
                                                --------------------------------
                                                Authorized Officer

                                       22



                                 ARTICLE THREE
                                 THE SECURITIES

Section 3.1. Amount Unlimited; Issuable in Series.

     The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

     The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth, or determined
in the manner provided, in an Officer's Certificate, or established in one or
more indentures supplemental hereto, prior to the issuance of Securities of any
series,

          (1) the title of the Securities of the series (which shall distinguish
     the Securities of the series from all other Securities and which may be
     part of a series of Securities previously issued);

          (2) any limit upon the aggregate principal amount of the Securities of
     the series which may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of the
     series pursuant to Sections 3.4, 3.5, 3.6, 9.6 or 11.7 and except for any
     Securities which, pursuant to Section 3.3, are deemed never to have been
     authenticated and delivered hereunder);

          (3) the Person to whom any interest on a Security of the series 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;

          (4) the date or dates on which the principal of the Securities of the
     series is payable or the method of determination thereof;

          (5) the rate or rates at which the Securities of the series shall bear
     interest, if any, or the formula, method or provision pursuant to which
     such rate or rates are determined, the date or dates from which such
     interest shall accrue or the method of determination thereof, the Interest
     Payment Dates on which such interest shall be payable and the Regular
     Record Date for the interest payable on any Interest Payment Date;

          (6) the place or places where, subject to the provisions of Section
     10.2, the principal of and any premium and interest on Securities of the
     series shall be payable, Securities of the series may be surrendered for
     registration of transfer, Securities of the series may be surrendered for
     exchange and notices, and demands to or upon the Company in respect of the
     Securities of the series and this Indenture may be served;

          (7) the period or periods within which, the price or prices at which
     and the terms and conditions upon which Securities of the series may be
     redeemed, in whole or in part, at the option of the Company;

          (8) the obligation, if any, of the Company to redeem or purchase
     Securities of the series pursuant to any sinking fund or analogous
     provisions 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

                                       23



     upon which Securities of the series shall be redeemed or purchased, in
     whole or in part, pursuant to such obligation;

          (9) if other than denominations of $1,000 and any integral multiple
     thereof, the denominations in which Securities of the series shall be
     issuable;

          (10) whether payment of principal of and premium, if any, and
     interest, if any, on the Securities of the series shall be without
     deduction for taxes, assessments or governmental charges paid by Holders of
     the series;

          (11) if other than the principal amount thereof, the portion of the
     principal amount of Securities of the series which shall be payable upon
     declaration of acceleration of the Maturity thereof pursuant to Section
     5.2;

          (12) if the amount of payments of principal of and any premium or
     interest on the Securities of the series may be determined with reference
     to an index, the manner in which such amounts shall be determined;

          (13) if and as applicable, that the Securities of the series 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
     Section 3.5 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;

          (14) any deletions from, modifications of or additions to the Events
     of Default set forth in Section 5.1 or the covenants of the Company set
     forth in Article Ten with respect to the Securities of such series;

          (15) whether and under what circumstances the Company will pay
     additional amounts on the Securities of the series held by a Person who is
     not a U.S. person in respect of any tax, assessment or governmental charge
     withheld or deducted and, if so, whether the Company will have the option
     to redeem the Securities of the series rather than pay such additional
     amounts;

          (16) if the Securities of the series are to be issuable in definitive
     form (whether upon original issue or upon exchange of a temporary Security
     of such series) only upon receipt of certain certificates or other
     documents or satisfaction of other conditions, the form and terms of such
     certificates, documents or conditions;

          (17) if the Securities of the series are to be convertible into or
     exchangeable for any other security or property of the Company, including,
     without limitation, securities of another Person held by the Company or its
     Affiliates and, if so, the terms thereof;

          (18) if other than as provided in Sections 13.2 and 13.3, the means of
     defeasance or covenant defeasance as may be specified for the Securities of
     the Series;

          (19) if other than the Trustee, the identity of the initial Security
     Registrar and any initial Paying Agent;

                                       24



          (20) whether the Securities of the series will be guaranteed pursuant
     to the Guarantee, any modifications to the terms of Article Fourteen
     applicable to the Securities of such series and the applicability of any
     other guarantees; and

          (21) any other terms of the series (which terms shall not be
     inconsistent with the provisions of this Indenture).

     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided in or pursuant to the
Board Resolution referred to above and (subject to Section 3.3) set forth, or
determined in the manner provided, in the Officer's Certificate referred to
above or in any such indenture supplemental hereto.

     All Securities of any one series need not be issued at the same time and,
unless otherwise provided, a series may be reopened, without the consent of the
Holders, for increases in the aggregate principal amount of such series of
Securities and issuances of additional Securities of such series or for the
establishment of additional terms with respect to the Securities of such series.

     If any of the terms of the series are established by action taken by or
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by an authorized officer or other authorized person on behalf
of the Company and, if applicable, the Guarantors and delivered to the Trustee
at or prior to the delivery of the Officer's Certificate setting forth, or
providing the manner for determining, the terms of the series.

     With respect to Securities of a series subject to a Periodic Offering, such
Board Resolution or Officer's Certificate may provide general terms for
Securities of such series and provide either that the specific terms of
particular Securities of such series shall be specified in a Company Order or
that such terms shall be determined by the Company and, if applicable, the
Guarantors or one or more agents thereof designated in an Officer's Certificate,
in accordance with a Company Order.

Section 3.2. Denominations.

     The Securities of each series shall be issuable in registered form without
coupons in such denominations as shall be specified as contemplated by Section
3.1. In the absence of any such provisions with respect to the Securities of any
series, the Securities of such series shall be issuable in denominations of
$1,000 and any integral multiple thereof.

Section 3.3. Execution, Authentication, Delivery and Dating.

     The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its Chief Executive Officer, its President, its Chief Financial
Officer or any of its Vice Presidents and need not be attested. The signature of
any of these officers on the Securities may be manual or facsimile. Any
Guarantee endorsed on the Securities shall be executed on behalf of the
applicable Guarantor by its Chairman of the Board, its Chief Executive Officer,
its President, its Chief Financial Officer or any of its Vice Presidents and
need not be attested.

     Securities and any Guarantee bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company or a
Guarantor, as the case may be, shall bind the Company or such Guarantor, as the
case may be, notwithstanding that such 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.

                                       25



     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, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities; provided,
however, that in the case of Securities offered in a Periodic Offering, the
Trustee shall authenticate and deliver such Securities from time to time in
accordance with such other procedures (including, without limitation, the
receipt by the Trustee of oral or electronic instructions from the Company or
its duly authorized agents, thereafter promptly confirmed in writing) acceptable
to the Trustee as may be specified by or pursuant to a Company Order delivered
to the Trustee prior to the time of the first authentication of Securities of
such series. If the forms or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Sections 2.1 and 3.1, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive such documents as it may reasonably
request. The Trustee shall also be entitled to receive, and (subject to Section
6.1) shall be fully protected in relying upon, an Opinion of Counsel stating,

               (a) if the form or forms of such Securities has been established
          in or pursuant to a Board Resolution as permitted by Section 2.1, that
          each such form has been established in conformity with the provisions
          of this Indenture;

               (b) if the terms of such Securities have been, or in the case of
          Securities of a series offered in a Periodic Offering will be,
          established in or pursuant to a Board Resolution as permitted by
          Section 3.1, that such terms have been, or in the case of Securities
          of a series offered in a Periodic Offering will be, established in
          conformity with the provisions of this Indenture, subject, in the case
          of Securities of a series offered in a Periodic Offering, to any
          conditions specified in such Opinion of Counsel; and

               (c) that such Securities when authenticated and delivered by the
          Trustee and issued by the Company in the manner and subject to any
          conditions and assumptions specified in such Opinion of Counsel, will
          constitute valid and legally binding obligations of the Company and,
          if applicable, the Guarantors, enforceable in accordance with their
          terms, subject to the following limitations: (i) bankruptcy,
          insolvency, moratorium, reorganization, liquidation, fraudulent
          conveyance or transfer and other similar laws of general applicability
          relating to or affecting the enforcement of creditors' rights, or to
          general equity principles, (ii) the availability of equitable remedies
          being subject to the discretion of the court to which application
          therefor is made; and (iii) such other usual and customary matters as
          shall be specified in such Opinion of Counsel.

     If such form or forms or terms have been so established, the Trustee shall
not be required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

     Notwithstanding the provisions of Section 3.1 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officer's Certificate otherwise
required pursuant to Section 3.1 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.

                                       26



     With respect to Securities of a series offered in a Periodic Offering, the
Trustee may rely, as to the authorization by the Company of any of such
Securities, the form or forms and terms thereof and the legality, validity,
binding effect and enforceability thereof, upon the Opinion of Counsel and the
other documents delivered pursuant to Sections 2.1 and 3.1 and this Section, as
applicable, in connection with the first authentication of Securities of such
series.

     Each Security shall be dated the date of its authentication.

     No Security, nor any Guarantee endorsed thereon, 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 of an
authorized officer, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company
shall deliver such Security to the Trustee for cancellation as provided in
Section 3.9 for all purposes of this Indenture such Security shall be deemed
never to have been authenticated and delivered hereunder and shall never be
entitled to the benefits of this Indenture.

Section 3.4. Temporary Securities.

     Pending the preparation of Definitive Securities of any series, the Company
may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the Definitive Securities 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.

     If temporary Securities of any series are issued, the Company will cause
Definitive Securities of that 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 for that series, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor a like principal amount of
Definitive Securities of the same series and tenor of authorized denominations.
Until so exchanged the temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as Definitive Securities
of such series.

Section 3.5. Registration, Registration of Transfer and Exchange.

     The Company shall cause to be kept at the office or agency of the Company
in the Borough of Manhattan, the City of New York or in any other office or
agency of the Company in a Place of Payment required by Section 10.2 a register
(the register maintained in such office being 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 and
of transfers of Securities. The Trustee is hereby appointed as the initial
"Security Registrar" for the purpose of registering Securities and transfers of
Securities as herein provided and its corporate trust office, which, at the date
hereof, is located at [               ], [New York, New York] [     ], is the
                       ---------------                         -----
initial office or agency in the Borough of Manhattan where the Securities
Register will be maintained. The Company may at any time replace such Security
Registrar, change such office or agency or act as its own Security Registrar.
The Company will

                                       27



give prompt written notice to the Trustee of any change of the Security
Registrar or of the location of such office or agency.

     Upon surrender for registration of transfer of any Security of any series
at the office or agency maintained pursuant to Section 10.2 for such purpose,
the Company and, if applicable, the Guarantors shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities, with an endorsement of the Guarantee,
if applicable, executed by the Guarantors, of the same series and tenor, of any
authorized denominations and of a like aggregate principal amount.

     At the option of the Holder, Securities of any series (except a Global
Security) may be exchanged for other Securities of the same series and tenor, of
any authorized denominations and of a like aggregate principal amount, upon
surrender of the Securities to be exchanged at such office or agency. Whenever
any Securities are so surrendered for exchange, the Company and, if applicable,
the Guarantors shall execute and the Trustee shall authenticate and deliver, the
Securities, with an endorsement of the Guarantee, if applicable, executed by the
Guarantors, which the Holder making the exchange is entitled to receive.

     All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company and, if applicable, the
Guarantors evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Securities surrendered upon such registration of transfer
or exchange.

     Every Security presented or surrendered for registration of transfer or for
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 and the Security Registrar duly executed, by the Holder thereof or
his attorney duly authorized in writing.

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.4, 9.6 or 11.7 not involving any transfer.

     The Company shall not be required (i) to issue, register the transfer of or
exchange Securities 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 that series selected for redemption under Section 11.3 and ending
at the close of business on the day of such mailing, or (ii) to register the
transfer of or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.

     Notwithstanding any other provisions of this Indenture and except as
otherwise specified with respect to any particular series of Securities as
contemplated by Section 3.1, a Global Security representing all or a portion of
the Securities of a series may not be transferred, except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for such series or
a nominee of such successor Depositary. Every Security authenticated and
delivered upon registration of, transfer of, or in exchange for or in lieu of, a
Global Security shall be a Global Security except as provided in the two
paragraphs immediately following.

     If at any time the Depositary for any Securities of a series represented by
one or more Global Securities notifies the Company that it is unwilling or
unable to continue as Depositary for such Securities

                                       28



or if at any time the Depositary for such Securities shall no longer be eligible
to continue as Depositary under Section 1.1 or ceases to be a clearing agency
registered under the Exchange Act, the Company shall appoint a successor
Depositary with respect to such Securities. If a successor Depositary for such
Securities is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company's
election pursuant to Section 3.1 that such Securities be represented by one or
more Global Securities shall no longer be effective and the Company and, if
applicable, the Guarantors will execute and the Trustee, upon receipt of a
Company Order for the authentication and delivery of Definitive Securities of
such series, will authenticate and deliver, Securities, with an endorsement of
the Guarantee, if applicable, executed by the Guarantors, of such series in
definitive registered form without coupons, in any authorized denominations, in
an aggregate principal amount equal to the principal amount of the Global
Security or Securities representing such Securities in exchange for such Global
Security or Securities registered in the names of such Persons as the Depositary
shall direct.

     The Company may at any time and in its sole discretion determine that the
Securities of any series issued in the form of one or more Global Securities
shall no longer be represented by a Global Security or Securities. In such event
the Company and, if applicable, the Guarantors will execute and the Trustee,
upon receipt of a Company Order for the authentication and delivery of the
Definitive Securities of such series, will authenticate and deliver, Securities,
with an endorsement of the Guarantee, if applicable, executed by the Guarantors,
of such series in definitive registered form without coupons, in any authorized
denominations, in an aggregate principal amount equal to the principal amount of
the Global Security or Securities representing such Securities in exchange for
such Global Security or Securities registered in the names of such Persons as
the Depositary shall direct.

     If specified by the Company pursuant to Section 3.1 with respect to
Securities represented by a Global Security, the Depositary for such Global
Security may surrender such Global Security in exchange in whole or in part for
Securities of the same series and tenor in definitive registered form on such
terms as are acceptable to the Company and such Depositary. Thereupon, the
Company and, if applicable, the Guarantors shall execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of Securities in
definitive registered form, shall authenticate and deliver, without service
charge,

          (1) to the Person specified by such Depositary a new Security or
     Securities, with an endorsement of the Guarantee, if applicable, executed
     by the Guarantors, of the same series and tenor, of any authorized
     denominations as requested by such Person, in an aggregate principal amount
     equal to and in exchange for such Person's beneficial interest in the
     Global Security; and

          (2) to such Depositary a new Global Security, with an endorsement of
     the Guarantee, if applicable, executed by the Guarantors, in a denomination
     equal to the difference, if any, between the principal amount of the
     surrendered Global Security and the aggregate principal amount of
     Securities authenticated and delivered pursuant to clause (1) above.

Every Person who takes or holds any beneficial interest in a Global Security
agrees that:

               (a) the Company, the Guarantors (if applicable) and the Trustee
          may deal with the Depositary as sole owner of the Global Security and
          as the authorized representative of such Person;

               (b) such Person's rights in the Global Security shall be
          exercised only through the Depositary and shall be limited to those
          established by law and agreement between such Person and the
          Depositary and/or direct and indirect participants of the Depositary;

                                       29



               (c) the Depositary and its participants make book-entry transfers
          of beneficial ownership among, and receive and transmit distributions
          of principal and interest on the Global Securities to, such Persons in
          accordance with their own procedures; and

               (d) none of the Company, the Guarantors (if applicable), the
          Trustee, nor any agent of any of them 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.

Section 3.6. Mutilated, Destroyed, Lost and Stolen Securities.

     If any mutilated Security is surrendered to the Trustee, together with, in
proper cases, such security or indemnity as may be required by the Company, the
Guarantors (if applicable) or the Trustee to save each of them and any agent of
any of them harmless, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security, with an
endorsement of the Guarantee, if applicable, executed by the Guarantors, of the
same series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

     If there shall be delivered to the Company, the Guarantors (if applicable)
and the Trustee (i) evidence to their satisfaction of the destruction, loss or
theft of any Security and (ii) such security or indemnity as may be required by
them to save each of them and any agent of either 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 and, if applicable, the
Guarantors shall execute and upon its request the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security,
with an endorsement of the Guarantee, if applicable, executed by the Guarantors,
of the same series and of like tenor and principal amount and 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 of any series issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company and, if applicable, the Guarantors,
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 that
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.

Section 3.7. Payment of Interest; Interest Rights Preserved.

     Except as otherwise provided as contemplated by Section 3.1 with respect to
any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any

                                       30



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.

     Any interest on any Security of any series 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 Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:

          (1) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Securities of such series (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 of such series 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 days and not 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 series at his 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 so mailed, such Defaulted Interest shall be paid to the Persons
     in whose names the Securities of such series (or their respective
     Predecessor Securities) are registered at the close of business 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 of any series 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.

Subject to the foregoing provisions of this Section, each Security delivered
under this Indenture upon registration of 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 3.8. Persons Deemed Owners.

     Except as otherwise provided as contemplated by Section 3.1 with respect to
any series of Securities, prior to due presentment of a Security for
registration of transfer, the Company, the Trustee and, if applicable, the
Guarantors and any agent thereof may treat the Person in whose name such
Security is registered as the owner of such Security for the purpose of
receiving payment of principal of and any premium and (subject to Sections 3.5
and 3.7) any interest on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and none of the Company, the Trustee
nor, if applicable, the Guarantors nor any agent of any of them shall be
affected by notice to the contrary.

                                       31



     No holder of any beneficial interest in any Global Security held on its
behalf by a Depositary shall have any rights under this Indenture with respect
to such Global Security, and such Depositary may be treated by the Company, the
Trustee, and, if applicable, the Guarantors and any agent of thereof as the
owner of such Global Security for all purposes whatsoever.

Section 3.9. Cancellation.

     All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly canceled 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 may
deliver to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
canceled by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities canceled as provided in this Section, except as
expressly permitted by this Indenture. All canceled Securities held by the
Trustee shall be disposed of in accordance with its customary practices, and the
Trustee shall thereafter deliver to the Company a certificate with respect to
such disposition.

Section 3.10. Computation of Interest.

     Except as otherwise specified as contemplated by Section 3.1 for Securities
of any series, interest on the Securities of each series shall be computed on
the basis of a year of twelve 30-day months.

Section 3.11. CUSIP or CINS Numbers.

     The Company in issuing the Securities may use "CUSIP" or "CINS" numbers (if
then generally in use, and in addition to the other identification numbers
printed on the Securities), and, if so, the Trustee shall use "CUSIP" or "CINS"
numbers in notices of redemption as a convenience to Holders; provided, however,
that any such notice may state that no representation is made as to the
correctness of such "CUSIP" or "CINS" numbers either as printed on the
Securities or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on the Securities,
and any such redemption shall not be affected by any defect in or omission of
such "CUSIP" or "CINS" numbers.

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

Section 4.1. Satisfaction and Discharge of Indenture.

     This Indenture shall cease to be of further effect with respect to the
Securities of any series (except as to any surviving rights of registration of
transfer or exchange of Securities herein expressly provided for), and the
Trustee, upon Company Request and at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
with respect to such Securities, when:

          (1)  either

               (a) all such Securities theretofore authenticated and delivered
          (other than (i) such Securities which have been destroyed, lost or
          stolen and which have been replaced or paid as provided in Section
          3.6, and (ii) such Securities for whose payment

                                       32



          money 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 Section 1.3) have been
          delivered to the Trustee for cancellation; or

               (b) all such Securities not theretofore delivered to the Trustee
          for cancellation

                    (1) have become due and payable, or

                    (2) will become due and payable at their Stated Maturity
               within one year, or

                    (3) 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 (1), (2) or (3) above, has deposited
          or caused to be deposited with the Trustee as trust funds in trust for
          such purpose an amount sufficient to pay and discharge the entire
          indebtedness on such Securities not theretofore delivered to the
          Trustee for cancellation, for principal (and premium, if any) and
          interest to 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 such Securities; 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 such Securities have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture with respect to
the Securities of any series, (x) the obligations of the Company to the Trustee
under Section 6.7, the obligations of the Trustee to any Authenticating Agent
under Section 6.14 and the right of the Trustee to resign under Section 6.10
shall survive, and (y) if money shall have been deposited with the Trustee
pursuant to subclause (B) of clause (1) of this Section, the obligations of the
Company and the Trustee under Section 4.2, 6.6 and 10.2 and the last paragraph
of Section 10.3 shall survive.

Section 4.2. Application of Trust Money.

     Subject to the provisions of the last paragraph of Section 10.3, all money
deposited with the Trustee pursuant to Section 4.1 shall be held in trust and
applied by it, in accordance with the provisions of the Securities 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 any premium and
interest for whose payment such money has been deposited with the Trustee.

                                       33



                                  ARTICLE FIVE
                                    REMEDIES

Section 5.1. Events of Default.

     "Event of Default", wherever used herein with respect to Securities of any
series, means 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):

          (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

          (3) default in the performance, or breach, of any covenant set forth
     in Article X in this Indenture (other than a covenant a default in whose
     performance or whose 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 90 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) default in the performance, or breach, of any covenant in this
     Indenture (other than a covenant in Article X or any other covenant a
     default in whose performance or whose 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 180 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

          (5) 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

          (6) 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
     consecutive days; or

          (7) default in the deposit of any sinking fund payment when due; or

          (8) any other Event of Default provided with respect to Securities of
     that series in accordance with Section 3.1.

                                       34



Section 5.2. 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 the Trustee or the
Holders of a specified percentage in aggregate principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
the Securities of that series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of that series)
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. Notwithstanding the foregoing, if an Event
of Default specified in clause (5) or (6) of Section 5.1 occurs, the Securities
of any series at the time Outstanding shall be due and payable immediately
without further action or notice.

     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 Five 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 or, if applicable, one or more of the Guarantors has
     paid or deposited with the Trustee a sum sufficient to pay:

               (a) all overdue interest on all Securities of that series,

               (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,

               (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

          (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 5.13.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

Section 5.3. 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 when such interest becomes due and payable and such default
     continues for a period of 60 days, or

          (2) default is made in the payment of the principal of (or premium, if
     any, on) any Security at the Maturity thereof,

                                       35



the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and any premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, 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.

     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 of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or, if applicable, the Guarantors or any other obligor upon
such Securities and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or, if applicable, the
Guarantors or any other obligor upon such Securities, wherever situated.

     If an Event of Default with respect to Securities of any series 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 5.4. 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, if applicable, any Guarantor or
any other obligor upon the Securities, their property 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
or, if applicable, the Guarantors for the payment of overdue principal or
interest) shall be entitled and empowered, by intervention in such proceeding 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 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 custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, if the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due 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 6.7.

     No provision of this Indenture 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, compromise, arrangement, adjustment or composition affecting the
Securities or, if applicable, the Guarantee or the rights of any

                                       36



Holder thereof or to authorize the Trustee to vote in respect of the claim of
any Holder in any such proceeding; provided, however, that the Trustee may, on
behalf of the Holders, vote for the election of a trustee in bankruptcy or
similar official and be a member of a creditors' or other similar committee.

Section 5.5. Trustee May Enforce Claims Without Possession of Securities.

     All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the 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, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.

Section 5.6. Application of Money Collected.

     Any money collected by the Trustee pursuant to this Article Five 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 any premium
or interest, upon presentation of the Securities 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
     6.7;

          SECOND: To the payment of the amounts then due and unpaid for
     principal of and any premium and interest on the Securities 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 any premium and interest,
     respectively; and

          THIRD: The balance, if any, to the Company.

Section 5.7. 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
(including, if applicable, the Guarantee), 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 the Securities of that
     series;

          (2) the Holders of not less than 25% in principal amount of the
     Outstanding Securities of that 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

                                       37



          (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 that series;

it being understood and intended that no one or more of such Holders 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 of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all such
Holders.

Section 5.8. Unconditional Right of Holders to Receive Principal, Premium and
Interest.

     Notwithstanding any other provision 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 any premium and (subject to Sections 3.5 and
3.7) interest on such Security on the Stated Maturity or Maturities expressed in
such Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

Section 5.9. 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, subject to any determination in
such proceeding, the Company, the Guarantors, the Trustee and the Holders shall
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 5.10. Rights and Remedies Cumulative.

     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
3.6, 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 5.11. Delay or Omission Not Waiver.

     To fullest extent permitted by applicable law, no delay or omission of the
Trustee or of any Holder of any Securities 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 Five 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 5.12. 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

                                       38



remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, with respect to the Securities of such series; provided, however,
that:

          (1) such direction shall not be in conflict with any rule of law or
     with this Indenture;

          (2) the Trustee may take any other action deemed proper by the Trustee
     which is not inconsistent with such direction; and

          (3) subject to the provisions of Section 6.1, the Trustee shall have
     the right to decline to follow any such direction if the Trustee in good
     faith shall determine that the proceeding so directed would involve the
     Trustee in personal liability.

Section 5.13. 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:

          (1) a continuing default in the payment of the principal of or any
     premium or interest on any Security of such series, or

          (2) a default 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 5.14. Undertaking for Costs.

     All parties to this Indenture agree, and each Holder of any Security by his
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,
suffered or omitted by it as Trustee, the filing by any party litigant, other
than the Trustee, 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 (1) the provisions of this Section 5.14 shall not apply to any
suit instituted by the Company, to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of the Outstanding Securities of any series,
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 Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

Section 5.15. Waiver of Stay or Extension Laws.

     Each of the Company and the Guarantors 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 each of the
Company and the

                                       39



Guarantors (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.

                                   ARTICLE SIX
                                   THE TRUSTEE

Section 6.1. Certain Duties and Responsibilities.

               (a) Except during the continuance of an Event of Default,

                    (1) the Trustee undertakes to perform such duties and only
               such duties as are specifically set forth in this Indenture and
               as are provided by the Trust Indenture Act, and, except for
               implied covenants or obligations under the Trust Indenture Act,
               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 has occurred and is continuing,
          the Trustee shall exercise 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,
               given pursuant to Section 5.12, 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

                                       40



                    (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
               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 6.2. Notice of Defaults.

     Within 90 days after the occurrence of any Default hereunder with respect
to the Securities of any series, the Trustee shall transmit by mail to all
Holders of Securities 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 any premium or
interest on any Security of such series or in the payment of any sinking fund
installment with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Holders of Securities of such series; and,
provided, further, that in the case of any Default of the character specified in
Section 5.1(3) with respect to Securities of such series, no such notice to
Holders shall be given until at least 90 days after the occurrence thereof and
that in the case of any Default of the character specified in Section 5.1(4)
with respect to Securities of such series, no such notice to Holders shall be
given until at least 180 days after the occurrence thereof.

Section 6.3. Certain Rights of Trustee.

Subject to the provisions of Section 6.1:

               (a) the Trustee may conclusively rely and shall be fully
          protected in acting or refraining from acting upon any resolution,
          certificate, statement, instrument, opinion, report, notice, request,
          direction, consent, order, bond, debenture, note, other evidence of
          indebtedness 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 or a Guarantor
          mentioned herein shall be sufficiently evidenced by a Company Request
          or Company Order (other than delivery of any Security to the Trustee
          for authentication and delivery pursuant to Section 3.3, which shall
          be sufficiently evidenced as provided therein) 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) shall be
          entitled to receive and 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

                                       41



          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;

               (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, bond, debenture, note, other evidence of indebtedness 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 and shall not be responsible
          for the supervision of officers and employees of such agents or
          attorneys;

               (h) the Trustee may request that the Company and, if applicable,
          the Guarantors 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 this 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 previously delivered and not superseded; and

               (i) the Trustee shall be entitled to the rights and protections
          afforded to the Trustee pursuant to this Article Six in acting as a
          Paying Agent or Security Registrar hereunder.

Section 6.4. Not Responsible for Recitals or Issuance of Securities.

     The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company
or, if applicable, the Guarantors, and the Trustee or any Authenticating Agent
assumes no responsibility for their correctness. Neither the Trustee nor any
Authenticating Agent makes any representations as to the validity or sufficiency
of this Indenture or of the Securities. The Trustee or any Authenticating Agent
shall not be accountable for the use or application by the Company of Securities
or the proceeds thereof.

Section 6.5. May Hold Securities.

     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company or, if applicable, any Guarantor, in
its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 310(b) and 311 of the Trust Indenture Act
and Sections 6.8, 6.9 and 6.13, may otherwise deal with the Company or, if
applicable, the

                                       42



Guarantors with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

Section 6.6. Money Held in Trust.

     Money held by the Trustee in trust hereunder 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 in writing with the Company or, if applicable, one or more of the
Guarantors.

Section 6.7. 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);

          (2) except as otherwise 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 each of the Trustee and its officers, directors,
     agents and employees for, and to hold it harmless against, any loss,
     liability or expense incurred without negligence or willful misconduct on
     its part, arising out of or in connection with the acceptance or
     administration of the trust or trusts hereunder, 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.

     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.

     Without limiting any rights available to the Trustee under applicable law,
when the Trustee incurs expenses or renders services in connection with an Event
of Default specified in Section 5.1(5) or Section 5.1(6), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services of the Trustee are intended to constitute expenses
of administration under any applicable Bankruptcy Law.

     The provisions of this Section 6.7 shall survive the satisfaction and
discharge of this Indenture and the defeasance of the Securities.

Section 6.8. Disqualification; Conflicting Interests.

     Reference is made to Section 310(b) of the Trust Indenture Act. There shall
be excluded from the operation of Section 310(b)(1) of the Trust Indenture Act
this Indenture with respect to the Securities of more than one series.

                                       43



Section 6.9. Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee hereunder which shall be a
corporation 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 exercise corporate trust powers, having a combined capital and surplus
required by the Trust Indenture Act, subject to supervision or examination by
Federal or State authority. If such corporation 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 corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. The
Trustee shall not be an obligor upon the Securities or an Affiliate thereof. If
at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article Six.

Section 6.10. 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 in
          accordance with the applicable requirements of Section 6.11.

               (b) The Trustee may resign at any time with respect to the
          Securities of one or more series by giving written notice thereof to
          the Company. If the instrument of acceptance by a successor Trustee
          required by Section 6.11 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 at any time with respect to the
          Securities of any series by Act of the Holders of a majority in
          principal amount of the Outstanding Securities of such 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 after written request therefor by the
               Company or by any Holder who has been a bona fide Holder of a
               Security for at least six months, or

                    (2) the Trustee shall cease to be eligible under Section 6.9
               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 or 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 all Securities,
               or (ii) subject to Section 5.14, any Holder who has been a bona
               fide Holder of a Security for at least six months may, on behalf
               of himself and all others similarly situated, petition any court
               of competent

                                       44



               jurisdiction for the removal of the Trustee with respect to all
               Securities and the appointment of a successor Trustee or
               Trustees.

               (e) If the Trustee shall resign, be removed or become incapable
          of acting, or if a vacancy shall occur in the office of Trustee for
          any cause, with respect to the Securities of one or more series, the
          Company, by a Board Resolution, shall promptly appoint a successor
          Trustee or Trustees with respect to the Securities of that or those
          series (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 any particular series) and shall comply
          with the applicable requirements of Section 6.11. If, within one year
          after such resignation, removal or incapability, or the occurrence of
          such vacancy, a successor Trustee with respect to the Securities of
          any series 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 in accordance with the applicable requirements of Section
          6.11, become the successor Trustee with respect to the Securities of
          such series and to that extent supersede the successor Trustee
          appointed by the Company. If no successor Trustee with respect to the
          Securities of any series shall have been so appointed by the Company
          or the Holders and accepted appointment in the manner required by
          Section 6.11, any Holder who has been a bona fide Holder of a Security
          of such series for at least six 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 the Securities of such series.

               (f) The Company shall give notice of each resignation and each
          removal of the Trustee with respect to the Securities of any series
          and each appointment of a successor Trustee with respect to the
          Securities of any series to all Holders of Securities of such series
          in the manner provided in Section 1.7. Each notice shall include the
          name of the successor Trustee with respect to the Securities of such
          series and the address of its Corporate Trust Office.

Section 6.11. Acceptance of Appointment by Successor.

               (a) In case of the appointment hereunder of a successor Trustee
          with respect to all Securities, every such successor Trustee so
          appointed shall execute, acknowledge and deliver to the Company, the
          Guarantors (if applicable) and to the retiring Trustee an instrument
          accepting such appointment, and thereupon the resignation or removal
          of the retiring Trustee shall become effective and such successor
          Trustee, without any further act, deed or conveyance, shall become
          vested with all the rights, powers, trusts and duties of the retiring
          Trustee; but, on the request of the Company or, if applicable, any
          Guarantor or the successor Trustee, such retiring Trustee shall, upon
          payment of its charges, execute and deliver an instrument transferring
          to such successor Trustee all the rights, powers and trusts of the
          retiring Trustee and shall duly assign, transfer and deliver to such
          successor Trustee all property and money held by such retiring Trustee
          hereunder.

               (b) 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 Guarantors (if applicable), the retiring Trustee and
          each successor Trustee with respect to the Securities of one or more
          series shall execute and deliver an indenture supplemental hereto
          wherein each successor Trustee shall accept such appointment and which
          (1) shall contain such

                                       45



          provisions as shall be necessary or desirable to transfer and confirm
          to, and to 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, (2) 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 retiring Trustee with respect to the
          Securities of that or those series as to which the retiring Trustee is
          not retiring shall continue to be vested in the retiring Trustee, and
          (3) shall 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, 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; and upon the execution and delivery of such supplemental
          indenture the resignation or removal of the retiring Trustee shall
          become effective to the extent provided therein and each such
          successor Trustee, without any further act, deed or conveyance, shall
          become vested with 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;
          but, on request of the Company, any Guarantor (if applicable) or any
          successor Trustee, such retiring Trustee shall duly assign, transfer
          and deliver to such successor Trustee all property and money held by
          such retiring Trustee hereunder with respect to the Securities of that
          or those series to which the appointment of such successor Trustee
          relates.

               (c) Upon request of any such successor Trustee, the Company and,
          if applicable, the Guarantors shall execute any and all instruments
          for more fully and certainly vesting in and confirming to such
          successor Trustee all such rights, powers and trusts referred to in
          paragraph (a) or (b) of this Section, as the case may be.

               (d) No successor Trustee shall accept its appointment unless at
          the time of such acceptance such successor Trustee shall be qualified
          and eligible under this Article and the Trust Indenture Act.

Section 6.12. Merger, Conversion, Consolidation or Succession to Business.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article Six,
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 6.13. Preferential Collection of Claims Against Company.

     Reference is made to Section 311 of the Trust Indenture Act. For purposes
of Section 311(b) of the Trust Indenture Act,

                                       46



          (1) the term "cash transaction" means any transaction in which full
     payment for goods or securities sold is made within seven days after
     delivery of the goods or securities in currency or in checks or other
     orders drawn upon banks or bankers and payable upon demand;

          (2) the term "self-liquidating paper" means any draft, bill of
     exchange, acceptance or obligation which is made, drawn, negotiated or
     incurred by the Company or, if applicable, any Guarantor for the purpose of
     financing the purchase, processing, manufacturing, shipment, storage or
     sale of goods, wares or merchandise and which is secured by documents
     evidencing title to, possession of, or a lien upon, the goods, wares or
     merchandise or the receivables or proceeds arising from the sale of the
     goods, wares or merchandise previously constituting the security, provided
     the security is received by the Trustee simultaneously with the creation of
     the creditor relationship with the Company or, if applicable, such
     Guarantor arising from the making, drawing, negotiating or incurring of the
     draft, bill of exchange, acceptance or obligation.

Section 6.14. Appointment of Authenticating Agent.

     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
3.6, and Securities 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 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
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 corporation 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 Authenticating Agent,
having a combined capital and surplus of not less than $100,000,000 and 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 this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation 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, provided such corporation 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 to the Company and, if applicable, the Guarantors.
The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the Company
and, if applicable, the Guarantors. 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 may appoint a successor Authenticating Agent which shall be
acceptable to the Company and, if applicable, the Guarantors and shall mail
written notice of such

                                       47



appointment by first-class mail, postage prepaid, to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve, 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.

     Except with respect to an Authenticating Agent appointed at the request of
the Company or, if applicable, the Guarantors, the Trustee agrees to pay to each
Authenticating Agent from time to time reasonable compensation for its services
under this Section 6.14, and the Trustee shall be entitled to be reimbursed by
the Company or, if applicable, the Guarantors for such payments, subject to the
provisions of Section 6.7.

     If an appointment with respect to one or more series is made pursuant to
this Section 6.14, 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

                                  ARTICLE SEVEN
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.1. Company to Furnish Trustee Names and Addresses of Holders.

     The Company will furnish or cause to be furnished to the Trustee:

               (a) semi-annually, not more than 15 days after each Regular
          Record Date for a series of Securities, a list for such 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
          such Regular Record Date, and

               (b) 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, however, that if
          and so long as the Trustee shall be the Security Registrar, no such
          list need be furnished with respect to such series of Securities.

Section 7.2. Preservation of Information; Communications to Holders.

               (a) The Trustee shall preserve, in as current a form as is
          reasonably practicable, the names and addresses of Holders contained
          in the most recent list

                                       48



          furnished to the Trustee as provided in Section 7.1 and the names and
          addresses of Holders received by the Trustee in its capacity as
          Security Registrar. The Trustee may destroy any list furnished to it
          as provided in Section 7.1 upon receipt of a new list so furnished.

               (b) If three or more Holders (herein 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 for a period of at
          least six months preceding the date of such application, and such
          application states that the applicants desire to communicate with
          other Holders with respect to their rights under this Indenture or
          under the 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 five 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
               7.2(a), or

                    (ii) inform such applicants as to the approximate number of
               Holders whose names and addresses appear in the information
               preserved at the time by the Trustee in accordance with Section
               7.2(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.

               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 whose name and address appear in
          the information preserved at the time by the Trustee in accordance
          with Section 7.2(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 five 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
          interest of the Holders 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 such
          Holders 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, the Guarantors (if applicable) and the
          Trustee that none of the Company, the Guarantors (if applicable) nor
          the Trustee nor any agent of any of them shall be held accountable by
          reason of the disclosure of any such information as to the names and
          addresses of the Holders in accordance with Section 7.2(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 7.2(b).

                                       49



Section 7.3. Reports by Trustee.

     Any Trustee's report required pursuant to Section 313(a) of the Trust
Indenture Act shall be dated as of May 15, and shall be transmitted within 60
days after May 15 of each year (but in all events at intervals of not more than
12 months), commencing with the year 2003, by mail to all Holders, as their
names and addresses appear in the Security Register. 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 any Securities are listed, with the Commission
and with the Company. The Company will notify the Trustee when any Securities
are listed on any stock exchange.

Section 7.4. Reports by Company.

     The Company shall:

               (a) 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 Exchange Act; or, if the Company is not required
          to file information, documents or reports pursuant to either of said
          Sections, then it shall 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 Exchange Act 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;

               (b) 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

               (c) 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 clauses
          (a) and (b) of this Section as may be required by rules and
          regulations prescribed from time to time by the Commission.

                                  ARTICLE EIGHT
                  CONSOLIDATION, AMALGAMATION, MERGER AND SALE

Section 8.1. Company May Consolidate, Etc., Only on Certain Terms.

     The Company shall not consolidate or merge with or into any other Person or
sell, convey, transfer, lease or otherwise dispose of all or substantially all
of the properties and assets of the Company and, if applicable, the Guarantors
on a consolidated basis to any other Person unless:

          (1) the Person formed by such consolidation or merger (if other than
     the Company) or the Person which acquires by sale, conveyance, transfer or
     other disposition, or which leases, such properties and assets shall be a
     corporation and shall expressly assume, by an indenture

                                       50



     supplemental hereto, executed and delivered to the Trustee, in form
     satisfactory to the Trustee, the due and punctual payment of the principal
     of and any premium and interest on all the Securities and the performance
     or observance of every other covenant of this Indenture on the part of the
     Company to be performed or observed and shall have expressly provided for
     conversion rights in respect of any series of Outstanding Securities with
     conversion rights;

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

          (3) the Company has delivered to the Trustee an Officer's Certificate
     and an Opinion of Counsel, each stating that such consolidation,
     amalgamation, merger, conveyance, sale, transfer or lease and such
     supplemental indenture, if any, comply with this Article Eight and that all
     conditions precedent herein provided for relating to such transaction have
     been complied with.

Section 8.2. Successor Substituted.

     Upon any consolidation or merger of the Company with or into any other
Person or any sale, conveyance, transfer, lease or other disposition of all or
substantially all of the properties and assets of the Company and, if
applicable, the Guarantors on a consolidated basis in accordance with Section
8.1, the successor or resulting Person formed by or resulting upon such
consolidation or merger (if other than the Company) or to which such sale,
conveyance, transfer, lease or other disposition 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
as the Company herein, and thereafter, except in the case of a lease, the
predecessor Company and each of the Guarantors shall be relieved of all
obligations and covenants under this Indenture and the Securities.

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

Section 9.1. Supplemental Indentures Without Consent of Holders.

     Without the consent of any Holders, the Company, when authorized by a Board
Resolution, the Guarantors 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, 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, to the extent applicable, to the Securities; or

          (2) to evidence the succession of another Person to the Guarantor and
     the assumption by any such successor of the Guarantee of the Guarantor
     herein and, to the extent applicable, endorsed upon any Securities; or

          (3) to add to the covenants of the Company such further covenants,
     restrictions, conditions or provisions as the Company shall consider to be
     appropriate for the benefit of the Holders of all or any series of
     Securities (and if such covenants, restrictions, conditions or provisions
     are to be for the benefit of less than all series of Securities, stating
     that such covenants are expressly being included solely for the benefit of
     such series) or to surrender any right or power herein conferred upon the
     Company and to make the occurrence, or the occurrence and continuance, of a
     Default in any such additional covenants, restrictions, conditions or
     provisions

                                       51



     an Event of Default permitting the enforcement of all or any of the several
     remedies provided in this Indenture as herein set forth; provided, that in
     respect of any such additional covenant, restriction, condition or
     provision such supplemental indenture may provide for a particular period
     of grace after default (which period may be shorter or longer than that
     allowed in the case of other defaults) or may provide for an immediate
     enforcement upon such an Event of Default or may limit the remedies
     available to the Trustee upon such an Event of Default or may limit the
     right of the Holders of a majority in aggregate principal amount of the
     Securities of such series to waive such an Event of Default; or

          (4) to add any additional Defaults or Events of Default in respect of
     all or any series of Securities; or

          (5) to add to, change or eliminate any of the provisions of this
     Indenture to such extent as shall be necessary to permit or facilitate the
     issuance of Securities in bearer form, registrable or not registrable as to
     principal, and with or without interest coupons; or

          (6) to change or eliminate any of the provisions of this Indenture,
     provided that any such change or elimination shall become effective only
     when there is no Security Outstanding of any series created prior to the
     execution of such supplemental indenture which is entitled to the benefit
     of such provision; or

          (7) to secure the Securities of any series pursuant to the
     requirements of Section 10.5 or otherwise; or

          (8) to establish the form or terms of Securities of any series as
     permitted by Sections 2.1 and 3.1, including to reopen any series of any
     Securities as permitted under Section 3.1; or

          (9) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Securities of one or
     more series 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 the requirements
     of Section 6.11(b); or

          (10) to cure any ambiguity, to correct or supplement any provision
     herein which may be inconsistent with any other provision herein, to comply
     with any applicable mandatory provision of law or to make any other
     provisions with respect to matters or questions arising under this
     Indenture which shall not adversely affect the interests of the Holders of
     Securities of any series in any material respect; or

          (11) to modify, eliminate or add to the provisions of 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 federal
     statute subsequently enacted, and to add to this Indenture such other
     provisions as may be expressly required under the Trust Indenture Act.

     The Trustee is hereby authorized to join with the Company and any Guarantor
in the execution of any such supplemental indenture, to make any further
appropriate agreements and stipulations which may be therein contained and to
accept the conveyance, transfer, assignment, mortgage, charge or pledge of any
property thereunder, but the Trustee 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.

                                       52



Section 9.2. Supplemental Indentures with Consent of Holders.

     With the consent of the Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities of all series affected by such
supplemental indenture, by Act of said Holders delivered to the Company, the
Guarantors and the Trustee, the Company, when authorized by a Board Resolution,
the Guarantor and the Trustee may enter into an indenture or indentures
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 Securities of 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 Stated Maturity of the principal of, or any installment
     of principal of or interest on, any Security, or reduce the principal
     amount thereof or the rate of interest thereon or any premium payable upon
     the redemption thereof, or reduce the amount of the principal of an
     Original Issue Discount Security that would be due and payable upon a
     declaration of acceleration of the Maturity thereof pursuant to Section
     5.2, or change any Place of Payment where, or the coin or currency in
     which, any Security or any premium or the interest thereon is payable, or
     impair the right to institute suit for the enforcement of any such payment
     on or after the Stated Maturity thereof (or, in the case of redemption, on
     or after the Redemption Date), 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

          (3) modify any of the provisions of this Section 9.2, Section 5.13 or
     Section 10.8, 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, provided, however, that this clause (3) shall not be deemed to
     require the consent of any Holder with respect to changes in the references
     to "the Trustee" and concomitant changes in this Section, or the deletion
     of this proviso, in accordance with the requirements of Sections 6.11(b)
     and 9.1(9).

     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 9.2 to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

Section 9.3. 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 6.1) 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

                                       53



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 9.4. Effect of Supplemental Indentures.

     Upon the execution of any supplemental indenture under this Article Nine,
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 theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

Section 9.5. Conformity with Trust Indenture Act.

     Every supplemental indenture executed pursuant to this Article Nine shall
conform to the requirements of the Trust Indenture Act as then in effect.

Section 9.6. Reference in Securities to Supplemental Indentures.

     Securities of any series authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article Nine may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee 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 and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

                                   ARTICLE TEN
                                    COVENANTS

Section 10.1. Payment of Principal, Premium and Interest.

     The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any premium
and interest on the Securities of that series in accordance with the terms of
the Securities and this Indenture.

Section 10.2. Maintenance of Office or Agency.

     The Company will maintain an office or agency where Securities of that
series may be presented or surrendered for payment, where Securities of that
series may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities of that
series and this Indenture may be served. The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such
required 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 Corporate Trust Office of the Trustee.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations. The Company will give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other office or agency.

     Except as otherwise specified with respect to a series of Securities as
contemplated by Section 301, the Company hereby initially designates as the
Place of Payment for each series of Securities The

                                       54



City and State of New York, and initially appoints the Trustee at its Corporate
Trust Office as the Company's office or agency for each such purpose in such
city

Section 10.3. Money for Securities Payments to Be Held in Trust.

     If the Company shall at any time act as its own Paying Agent, with respect
to any series of Securities, it will, on or before each due date of the
principal of and any premium or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium and 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 any premium
or interest on any Securities of that series, deposit with a Paying Agent a sum
sufficient to pay the principal and any premium or interest so becoming due,
such sum to be held in trust for the benefit of the Persons entitled to such
principal, premium 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.
For purposes of this Section 10.3, should a due date for principal of and any
premium or interest on, or sinking fund payment with respect to any series of
Securities not be on a Business Day, such payment shall be due on the next
Business Day without any interest for the period from the due date until such
Business Day.

     The Company will cause each Paying Agent for any series of Securities other
than the Trustee 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 the principal of and
     any premium or interest on Securities of that 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;

          (2) give the Trustee notice of any Default by the Company (or any
     other obligor upon the Securities of that series) in the making of any
     payment of principal and any premium or interest on the Securities of that
     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 and, if applicable, the Guarantors may at any time, for the
purpose of obtaining the satisfaction and discharge of this Indenture or for any
other purpose, pay, or by Company Order direct any Paying Agent to pay, to the
Trustee all sums held in trust by the Company or such Paying Agent, 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.

     Subject to any applicable escheat or abandoned property laws, 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 any premium or interest on any
Security of any series and remaining unclaimed for one year after such principal
and any premium 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

                                       55



liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published
once, in a newspaper published in the English language, customarily published on
each Business Day and of general circulation in the Borough of Manhattan, The
City of New York, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Company.

Section 10.4. Existence.

     Subject to Article Eight, the Company and, if any Securities of a series to
which Article Fourteen has been made applicable are Outstanding, each Guarantor
will do or cause to be done all things necessary to preserve and keep in full
force and effect its existence, rights (charter and statutory) and franchises;
provided, however, that the Company and, if applicable, each Guarantor shall not
be required to preserve any such right or franchise if the Board of Directors
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company or such Guarantor, as the case may be.

Section 10.5. Limitation on Liens.

     The Company will not, nor will it permit any Subsidiary to, create, assume,
incur or suffer to exist any Lien upon any property, whether owned or leased on
the date of this Indenture or thereafter acquired, to secure any Debt of the
Company or any other Person (other than the Securities issued hereunder),
without in any such case making effective provision whereby all of the
Securities Outstanding hereunder shall be secured equally and ratably with, or
prior to, such Debt so long as such Debt shall be so secured. This restriction
shall not apply to:

          (1) Liens (i) existing on the date any Securities are issued under
     this Indenture or (ii) provided for under the terms of agreements existing
     on such date securing indebtedness existing on such date;

          (2) Liens on current assets to secure current liabilities;

          (3) Liens on property acquired, constructed, altered or improved by
     the Company or any Subsidiary of the Company after the date of this
     Indenture which are created or assumed contemporaneously with, or within
     one year after, such acquisition (or in the case of property constructed,
     altered or improved, after the completion and commencement of commercial
     operation of such property, whichever is later) to secure or provide for
     the payment of any part of the purchase price of such property or the cost
     of such construction, alteration or improvement, it being understood that
     if a commitment for such a financing is obtained prior to or within such
     one year period, the applicable Lien shall be deemed to be included in this
     clause (3) whether or not such Lien is created within such one year period;
     provided that in the case of any such construction, alteration or
     improvement the Lien shall not apply to any property theretofore owned by
     the Company or any Subsidiary of the Company, other than (i) the property
     so altered or improved and (i) any theretofore unimproved real property on
     which the property so constructed or altered, or the improvement, is
     located;

          (4) Liens on any property existing at the time of acquisition thereof
     (including Liens on any property acquired from or held by a Person which is
     consolidated or amalgamated with or merged with or into the Company or a
     Subsidiary of the Company) and Liens outstanding at the

                                       56



     time any Person becomes a Subsidiary of the Company that are not incurred
     in connection with such entity becoming a Subsidiary of the Company;

          (5) Liens in favor of the Company or any Subsidiary of the Company;

          (6) Liens on any property (i) in favor of the United States, any State
     thereof, any foreign country or any department, agency, instrumentality or
     political subdivision of any such jurisdiction, to secure partial,
     progress, advance or other payments pursuant to any contract or statute,
     (ii) securing any indebtedness incurred for the purpose of financing all or
     any part of the purchase price or the cost of constructing, installing or
     improving the property subject to such Liens, including, without
     limitation, Liens to secure Debt of the pollution control or industrial
     revenue bond type, or (iii) securing indebtedness issued or guaranteed by
     the United States, any State thereof, any foreign country, or any
     department, agency, instrumentality or political subdivision of any such
     jurisdiction;

          (7) Permitted Liens; and

          (8) any extension, renewal, or replacement (or successive extensions,
     renewals or replacements), in whole or in part, of any Lien referred to in
     any of the foregoing clauses (1), (2), (3), (4), (5), and (7); provided,
     however, that the principal amount of Debt secured thereby shall not exceed
     the principal amount of Debt so secured at the time of such extension,
     renewal or replacement, together with the reasonable costs related to such
     extension, renewal or replacement, and that such extension, renewal or
     replacement shall be limited to all or a part of the property which secured
     the Lien so extended, renewed or replaced (plus improvements on such
     property).

Notwithstanding the foregoing provisions of this Section 10.5, the Company and
any Subsidiary of the Company may create, assume, incur or suffer to exist any
Lien to secure any Debt, which would otherwise be subject to the foregoing
restrictions, if the Debt so secured is in an aggregate amount which, together
with all other such secured Debt and together with the aggregate amount of
Attributable Indebtedness of the Company and its Subsidiaries deemed to be
outstanding in respect of all Sale-Leaseback Transactions (excluding any such
Sale-Leaseback Transactions the proceeds of which have been applied in
accordance with clauses (a), (b) or (c) of Section 10.6) does not exceed the
greater of $10,000,000 or 15% of Consolidated Net Worth, as shown on a
consolidated balance sheet, as of a date not more than 150 days prior to the
proposed transaction, prepared by the Company in accordance with generally
accepted accounting principles.

Section 10.6. Restriction of Sale-Leaseback Transactions.

     The Company shall not, and shall not permit any Subsidiary of the Company
to, enter into any Sale-Leaseback Transaction with any Person (other than the
Company or a Subsidiary) unless:

               (a) at the time of entering into such Sale-Leaseback Transaction,
          the Company or such Subsidiary would be entitled to incur Debt, in a
          principal amount equal to the Attributable Indebtedness with respect
          to such Sale-Leaseback Transaction, secured by a Lien on the property
          subject to such Sale-Leaseback Transaction, pursuant to Section 10.5
          without equally and ratably securing the Securities pursuant to such
          Section; or

               (b) after the Issue Date and within a period commencing six
          months prior to the consummation of such Sale-Leaseback Transaction
          and ending six months after the consummation thereof, the Company or
          such Subsidiary shall have expended for property

                                       57



          used or to be used in the ordinary course of business of the Company
          or such Subsidiary (including amounts expended for additions,
          expansions, alterations, repairs and improvements thereto) an amount
          equal to all or a portion of the net proceeds of such Sale-Leaseback
          Transaction, and the Company shall have elected to designate such
          amount as a credit against such Sale-Leaseback Transaction (with any
          such amount not being so designated to be applied as set forth in
          clause (c) below; or

               (c) during the 12-month period after the effective date of such
          Sale-Leaseback Transaction, the Company shall have applied to the
          voluntary defeasance or retirement of Securities or any pari passu
          indebtedness of the Company an amount equal to the net proceeds of the
          sale or transfer of the real or personal property leased in such
          Sale-Leaseback Transaction, which amount shall not be less than the
          fair value of such property at the time of entering into such
          Sale-Leaseback Transaction (adjusted to reflect the remaining term of
          the lease and any amount expended by the Company as set forth in
          clause (b) above), less an amount equal to the principal amount of
          Securities and pari passu indebtedness voluntarily defeased or retired
          by the Company within such 12-month period and not designated as a
          credit against any other Sale-Leaseback Transaction entered into by
          the Company or any Subsidiary of the Company during such period.

Section 10.7. Statement by Officers as to Default.

     Annually, within 150 days after the close of each fiscal year beginning
with the first fiscal year during which one or more series of Securities are
Outstanding, the Company and, if any Securities of a series to which Article
Fourteen has been made applicable are Outstanding, each Guarantor will deliver
to the Trustee a brief certificate (which need not include the statements set
forth in Section 1.3) from the principal executive officer, principal financial
officer or principal accounting officer of the Company and, if applicable, such
Guarantor as to his or her knowledge of the Company's or such Guarantor's, as
the case may be, compliance (without regard to any period of grace or
requirement of notice provided herein) with all conditions and covenants under
the Indenture and, if the Company or such Guarantor, as the case may be, shall
be in Default, specifying all such Defaults and the nature and status thereof of
which such officer has knowledge.

Section 10.8. Waiver of Certain Covenants.

     The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Section 10.4, 10.5 or 10.6 with respect to
the Securities of any series if before the time for such compliance the Holders
of at least a majority in aggregate principal amount of the Outstanding
Securities of all affected series (voting as one class) shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.

     A waiver which changes or eliminates any term, provision or condition 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 term, provision or
condition, shall be deemed not to affect the rights under this Indenture of the
Holders of Securities of any other series.

                                       58



Section 10.9. Additional Amounts.

     If the Securities of a series provide for the payment of additional amounts
(as provided in Section 3.1(15)), at least 10 days prior to the first Interest
Payment Date with respect to that series of Securities and at least 10 days
prior to each date of payment of principal of, premium, if any, or interest on
the Securities of that series if there has been a change with respect to the
matters set forth in the below-mentioned Officer's Certificate, the Company
shall furnish to the Trustee and the principal Paying Agent, if other than the
Trustee, an Officer's Certificate instructing the Trustee and such Paying Agent
whether such payment of principal of, premium, if any, or interest on the
Securities of that series shall be made to holders of the Securities of that
series without withholding or deduction for or on account of any tax, assessment
or other governmental charge described in the Securities of that series. If any
such withholding or deduction shall be required, then such Officer's Certificate
shall specify by country the amount, if any, required to be withheld or deducted
on such payments to such holders and shall certify the fact that additional
amounts will be payable and the amounts so payable to each holder, and the
Company shall pay to the Trustee or such Paying Agent the additional amounts
required to be paid by this Section. The Company covenants to indemnify the
Trustee and any Paying Agent for, and to hold them harmless against, any loss,
liability or expense reasonably incurred without negligence or bad faith on
their part arising out of or in connection with actions taken or omitted by any
of them in reliance on any Officer's Certificate furnished pursuant to this
Section 10.9.

     Whenever in this Indenture there is mentioned, in any context, the payment
of the principal of or any premium, interest or any other amounts on, or in
respect of, any Securities of any series, such mention shall be deemed to
include mention of the payment of additional amounts provided by the terms of
such series established hereby or pursuant hereto to the extent that, in such
context, additional amounts are, were or would be payable in respect thereof
pursuant to such terms, and express mention of the payment of additional amounts
(if applicable) in any provision hereof shall not be construed as excluding the
payment of additional amounts in those provisions hereof where such express
mention is not made.

                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

Section 11.1. Applicability of Article.

     Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 3.1 for Securities of any series) in
accordance with this Article Eleven.

                                       59



Section 11.2. Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution. In case of any redemption at the election of the Company of
less than all the Securities of any series, the Company shall, at least 15 days
prior to the last date for the giving of notice of such redemption (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 to be
redeemed and, if applicable, of the tenor of the Securities to be redeemed. In
the case of any redemption of Securities (a) prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture or (b) pursuant to an election of the Company that
is subject to a condition specified in the terms of the Securities of the series
to be redeemed, the Company shall furnish the Trustee with an Officer's
Certificate evidencing compliance with such restriction or condition.

Section 11.3. Selection by Trustee of Securities to Be Redeemed.

     If less than all the Securities of any series are to be redeemed (unless
all of the Securities of such series and of a specified tenor are to be
redeemed), the particular Securities to be redeemed shall be selected not more
than 45 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series.

     The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed. If the Securities of
any series to be redeemed consist of Securities having different dates on which
the principal is payable or different rates of interest, or different methods by
which interest may be determined or have any other different tenor or terms,
then the Company may, by written notice to the Trustee, direct that the
Securities of such series to be redeemed shall be selected from among the groups
of such Securities having specified tenor or terms and the Trustee shall
thereafter select the particular Securities to be redeemed in the manner set
forth in the preceding paragraph from among the group of such Securities so
specified.

     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 Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.

Section 11.4. 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 address appearing in the
Security Register.

     All notices of redemption shall state:

          (1) the Redemption Date,

          (2) the Redemption Price, or if not then ascertainable, the manner of
     calculation thereof,

                                       60



          (3) if less than all the Outstanding Securities of any series are to
     be redeemed, the identification (and, in the case of partial redemption,
     the principal amounts) of the particular 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, if applicable, that
     interest thereon will cease to accrue on and after said date,

          (5) the place or places where such Securities are to be surrendered
     for payment of the Redemption Price, and

          (6) that the redemption is for a sinking fund, if such 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.

Section 11.5. Deposit of Redemption Price.

     Prior to any Redemption Date, the Company shall deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 10.3) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities which
are to be redeemed on that date.

Section 11.6. 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 date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that unless otherwise specified with
respect to Securities of any series as contemplated in Section 3.1, installments
of interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 3.7.

     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 the Redemption Date at the rate prescribed therefor in the
Security.

Section 11.7. Securities Redeemed in Part.

     Any Security which is to be redeemed only in part shall be surrendered at a
Place of Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and tenor, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

                                       61



                                 ARTICLE TWELVE
                                  SINKING FUNDS

Section 12.1. Applicability of Article.

     The provisions of this Article Twelve shall be applicable to any sinking
fund for the retirement of Securities of a series except as otherwise specified
as contemplated by Section 3.1 for Securities of such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 12.2. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.

Section 12.2. Satisfaction of Sinking Fund Payments with Securities.

     The Company (a) may deliver Outstanding Securities of a series (other than
any previously called for redemption) and (b) may apply as a credit Securities
of a series which have been redeemed either at the election of the Company
pursuant to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, in each
case in satisfaction of all or any part of any sinking fund payment with respect
to the Securities of such series required to be made pursuant to the terms of
such Securities as provided for by the terms of such series; provided that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

Section 12.3. Redemption of Securities for Sinking Fund.

     Not less than 45 days prior to each sinking fund payment date for any
series of Securities (unless a shorter period shall be satisfactory to the
Trustee), the Company will deliver to the Trustee an Officer's Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 12.2 and stating the basis for such credit and that such Securities have
not been previously so credited, and will also deliver to the Trustee any
Securities to be so delivered. Not less than 30 days before each such sinking
fund payment date the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 11.3 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 11.4. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 11.6 and 11.7.

                                       62



                                ARTICLE THIRTEEN
                                   DEFEASANCE

Section 13.1. Applicability of Article.

     The provisions of this Article shall be applicable to each series of
Securities except as otherwise specified as contemplated by Section 3.1 for
Securities of such series.

Section 13.2. Legal Defeasance.

     In addition to discharge of the Indenture pursuant to Section 4.1, 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 Trustee, at the expense of the
Company, shall upon a Company Request execute proper instruments acknowledging
same), and the provisions of this Indenture with respect to the Securities of
such series shall no longer be in effect, except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights of
Holders of Outstanding Securities of such series to receive, solely from the
trust fund described in Section 13.4 and as more fully set forth in such
Section, payments in respect of the principal of and any premium and interest on
such Securities when such payments are due, (B) the Company's obligations with
respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, (C) the
rights, powers, trusts, duties, and immunities of the Trustee hereunder and (D)
this Article Thirteen, if the conditions set forth below are satisfied
(hereinafter, "defeasance"):

          (1) The Company has irrevocably deposited or caused to be deposited
     with the Trustee (or another trustee satisfying the requirements of Section
     6.9 who shall agree to comply with the provisions of this Article Thirteen
     applicable to it) 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 which through the scheduled payment of
     principal and interest in respect thereof in accordance with their terms
     will provide, not later than one day before the due date of any payment,
     cash in an amount, 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 and discharge (a) the principal of and any premium and interest on and
     each installment of principal of and any premium and interest on the
     Outstanding Securities of such series on the Stated Maturity of such
     principal or installment of principal or interest, as the case may be, or
     on any Redemption Date established pursuant to clause (3) below, and (b)
     any mandatory sinking fund or analogous 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 (a) the Company has received from, or there has been
     published by, the Internal Revenue Service a ruling, or (b) 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;

                                       63



          (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;

          (4) No Default or Event of Default shall have occurred and be
     continuing on the date of such deposit;

          (5) Such defeasance shall be effected in compliance with any
     additional terms, conditions or limitations which may be imposed on the
     Company in connection therewith pursuant to Section 3.1; and

          (6) 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, the Guarantors (if
applicable) 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 13.4 and the rights and obligations referred to in
clauses (A) through (D), inclusive, of the first paragraph of this Section 13.2,
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.

     Notwithstanding the foregoing, if an Event of Default specified in
Subsection 5.1(5) or 5.1(6), or an event which with lapse of time would become
such an Event of Default, shall occur during the period ending on the 91st day
after the date of the deposit referred to in clause (1) or, if longer, ending on
the day following the expiration of the longest preference period applicable to
the Company in respect of such deposit, then, effective upon such occurrence,
the defeasance pursuant to this Section 13.2 and such deposit shall be rescinded
and annulled, and the Company, the Guarantors (if applicable), the Trustee and
the Holders of the Securities of such series shall be restored to their former
positions.

Section 13.3. Covenant Defeasance.

     The Company, the Guarantors (if applicable) and any other obligor, if any,
shall be released from their respective obligations under Sections 7.4, 8.1,
10.4, 10.5 and 10.6 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 5.1, 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 13.3;

          (1) The Company has irrevocably deposited or caused to be deposited
     with the Trustee (or another trustee satisfying the requirements of Section
     6.9 who shall agree to comply with the provisions of this Article Thirteen
     applicable to it) as trust funds in trust for the purpose

                                       64



     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 which through the
     scheduled payment of principal and interest in respect thereof in
     accordance with their terms will provide, not later than one day before the
     due date of any payment, cash in an amount, or (iii) a combination thereof,
     sufficient, in the opinion of a nationally recognized firm of independent
     public accounts expressed in a written certification thereof delivered to
     the Trustee, to pay and discharge (a) the principal of and any premium and
     interest on and each installment of principal of and any premium and
     interest on the Outstanding Securities of such series on the Stated
     Maturity of such principal or installment of principal or interest, as the
     case may be, or on any Redemption Date established pursuant to clause (2)
     below, and (b) any mandatory sinking fund payments on the date on which
     such payments are due and payable in accordance with the terms of the
     Indenture and the Securities of such series;

          (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 an event which with notice or lapse of
     time or both would become such an Event of Default, shall have occurred and
     be continuing on the date of such deposit;

          (4) Such defeasance shall be effected in compliance with any
     additional terms, conditions or limitations which may be imposed on the
     Company in connection therewith pursuant to Section 3.1; and

          (5) The Company shall have delivered to the Trustee an Officer's
     Certificate and an Opinion of Counsel stating that all conditions precedent
     provided for relating to the covenant defeasance contemplated by this
     provision have been complied with.

Notwithstanding the foregoing, if an Event of Default specified in Subsection
5.1(5) or 5.1(6), or an event which with lapse of time would become such an
Event of Default, shall occur during the period ending on the 181st day after
the date of the deposit referred to in clause (1) or, if longer, ending on the
day following the expiration of the longest preference period applicable to the
Company in respect of such deposit, then, effective upon such occurrence, the
defeasance pursuant to this Section 13.3 and such deposit shall be rescinded and
annulled, and the Company, the Guarantors (if applicable), the Trustee and the
Holders of the Securities of such series shall be restored to their former
positions.

Section 13.4. Deposited Money and U.S. Government Obligations to be Held in
Trust.

     Subject to the provisions of the last paragraph of Section 10.3, all money
and U.S. Government Obligations (including the proceeds thereof) deposited with
the Trustee (or other qualifying trustee - collectively, for purposes of this
Section 13.4, the "Trustee") pursuant to Section 13.2 or 13.3 in respect of the
Outstanding Securities of such series shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent), to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but such money need not be segregated from other
funds except to the extent required by law.

                                       65



     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 13.2 or 13.3 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the Outstanding Securities of such
series.

Section 13.5. Repayment to Company; Qualifying Trustee.

     The Trustee and any Paying Agent promptly shall pay or return to the
Company upon Company Request any money and U.S. Government Obligations held by
them at any time that, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the same certification given at the time
of the deposit pursuant to Section 13.2 or 13.3, as applicable), 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 13.2 or 13.3.

     The provisions of the last paragraph of Section 10.3 shall apply to any
money held by the Trustee or any Paying Agent under this Article Thirteen that
remains unclaimed for one year after the Maturity of any series of Securities
for which money or U.S. Government obligations have been deposited pursuant to
Section 13.2 or 13.3.

     Any trustee appointed pursuant to Section 13.2 or 13.3 for the purpose of
holding trust funds deposited pursuant to that Section shall be appointed under
an agreement in form acceptable to the Trustee and shall provide to the Trustee
a certificate of such trustee, upon which certificate the Trustee shall be
entitled to conclusively rely, that all conditions precedent provided for herein
to the related defeasance or covenant defeasance have been complied with. In no
event shall the Trustee be liable for any acts or omissions of said trustee.

                                ARTICLE FOURTEEN
                             GUARANTEE OF SECURITIES

Section 14.1. Unconditional Guarantee.

     For value received, each of the Guarantors hereby fully, irrevocably,
unconditionally and absolutely guarantees to the Holders of Securities of each
series to which this Article Fourteen has been made applicable as provided in
Section 3.1(20) and to the Trustee the due and punctual payment of the principal
of, and premium, if any, and interest on such Securities, and all other amounts
due and payable under this Indenture and such Securities by the Company to the
Trustee or such Holders (including, without limitation, all costs and expenses
(including reasonable legal fees and disbursements) incurred by the Trustee or
such Holders in connection with the enforcement of this Indenture and the
Guarantee) (collectively, the "Indenture Obligations"), when and as such
principal, premium, if any, interest, if any, and other amounts shall become due
and payable, whether at the Stated Maturity, upon redemption or by declaration
of acceleration or otherwise, according to the terms of such Securities and this
Indenture. The guarantees by the Guarantors set forth in this Article Fourteen
are referred to herein as the "Guarantee." Without limiting the generality of
the foregoing, each Guarantor's liability shall extend to all amounts that
constitute part of the Indenture Obligations and would be owed by the Company to
the Trustee or such Holders under this Indenture and such Securities but for the
fact that they are unenforceable, reduced, limited, impaired, suspended or not
allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving the Company.

     Failing payment when due of any amount guaranteed pursuant to the
Guarantee, for whatever reason, each Guarantor will be obligated (to the fullest
extent permitted by applicable law) to pay the

                                       66



same immediately to the Trustee, without set-off or counterclaim or other
reduction whatsoever (whether for taxes, withholding or otherwise). The
Guarantee hereunder is intended to be a general, unsecured, senior obligation of
each Guarantor and will rank pari passu in right of payment with all unsecured
indebtedness of such Guarantor that is not, by its terms, expressly subordinated
in right of payment to the Guarantee of such Guarantor. Each Guarantor hereby
agrees that, to the fullest extent permitted by applicable law, its obligations
hereunder shall be full, irrevocable, unconditional and absolute, irrespective
of the validity, regularity or enforceability of such Securities, the Guarantee
or this Indenture, the absence of any action to enforce the same, any waiver or
consent by any such Holder with respect to any provisions hereof or thereof, the
recovery of any judgment against the Company, any action to enforce the same or
any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of such Guarantor. Each Guarantor hereby agrees that in the
event of a default in payment of the principal of, or premium, if any, or
interest on such Securities, or any other amounts payable under this Indenture
and such Securities by the Company to the Trustee or the Holders thereof,
whether at the Stated Maturity, upon redemption or by declaration of
acceleration or otherwise, legal proceedings may be instituted by the Trustee on
behalf of such Holders or, subject to Section 5.7 hereof, by such Holders, on
the terms and conditions set forth in this Indenture, directly against such
Guarantor to enforce the Guarantee without first proceeding against the Company.

     To the fullest extent permitted by applicable law, the obligations of each
Guarantor under this Article Fourteen shall be as aforesaid full, irrevocable,
unconditional and absolute and shall not be impaired, modified, discharged,
released or limited by any occurrence or condition whatsoever, including,
without limitation, (i) any compromise, settlement, release, waiver, renewal,
extension, indulgence or modification of, or any change in, any of the
obligations and liabilities of the Company or any Guarantor contained in any of
such Securities or this Indenture, (ii) any impairment, modification, release or
limitation of the liability of the Company, any Guarantor or any of their
estates in bankruptcy, or any remedy for the enforcement thereof, resulting from
the operation of any present or future provision of any applicable Bankruptcy
Law, as amended, or other statute or from the decision of any court, (iii) the
assertion or exercise by the Trustee or any such Holder of any rights or
remedies under any of such Securities or this Indenture or their delay in or
failure to assert or exercise any such rights or remedies, (iv) the assignment
or the purported assignment of any property as security for any of such
Securities, including all or any part of the rights of the Company or any
Guarantor under this Indenture, (v) the extension of the time for payment by the
Company or any Guarantor of any payments or other sums or any part thereof owing
or payable under any of the terms and provisions of any of such Securities or
this Indenture or of the time for performance by the Company or any Guarantor of
any other obligations under or arising out of any such terms and provisions or
the extension or the renewal of any thereof, (vi) the modification or amendment
(whether material or otherwise) of any duty, agreement or obligation of the
Company or any Guarantor set forth in this Indenture, (vii) the voluntary or
involuntary liquidation, dissolution, sale or other disposition of all or
substantially all of the assets, marshaling of assets and liabilities,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment, rehabilitation or
relief of, or other similar proceeding affecting, the Company or any Guarantor
or any of their respective assets, or the disaffirmance of any of such
Securities, the Guarantee or this Indenture in any such proceeding, (viii) the
release or discharge of the Company or any Guarantor from the performance or
observance of any agreement, covenant, term or condition contained in any of
such instruments by operation of law, (ix) the unenforceability of any of such
Securities, the Guarantee or this Indenture, (x) any change in the name,
business, capital structure, corporate existence, or ownership of the Company or
any Guarantor, or (xi) any other circumstance which might otherwise constitute a
defense available to, or a legal or equitable discharge of, a surety or any
Guarantor.

     To the fullest extent permitted by applicable law, each Guarantor hereby
(i) waives diligence, presentment, demand of payment, notice of acceptance,
filing of claims with a court in the event of the

                                       67



merger, insolvency or bankruptcy of the Company or such Guarantor, and all
demands and notices whatsoever, (ii) acknowledges that any agreement, instrument
or document evidencing the Guarantee may be transferred and that the benefit of
its obligations hereunder shall extend to each holder of any agreement,
instrument or document evidencing the Guarantee without notice to them and (iii)
covenants that its Guarantee will not be discharged except by complete
performance of the Guarantee. To the fullest extent permitted by applicable law,
each Guarantor further agrees that if at any time all or any part of any payment
theretofore applied by any Person to any Guarantee is, or must be, rescinded or
returned for any reason whatsoever, including without limitation, the
insolvency, bankruptcy or reorganization of any Guarantor, such Guarantee shall,
to the extent that such payment is or must be rescinded or returned, be deemed
to have continued in existence notwithstanding such application, and the
Guarantee shall continue to be effective or be reinstated, as the case may be,
as though such application had not been made.

     Each Guarantor shall be subrogated to all rights of the Holders and the
Trustee against the Company in respect of any amounts paid by such Guarantor
pursuant to the provisions of this Indenture; provided, however, that such
Guarantor shall not be entitled to enforce or to receive any payments arising
out of, or based upon, such right of subrogation with respect to any of such
Securities until all of such Securities and the Guarantee shall have been
indefeasibly paid in full or discharged.

     A director, officer, employee or stockholder, as such, of a Guarantor shall
not have any liability for any obligations of the Guarantor under this Indenture
or for any claim based on, in respect of or by reason of such obligations or
their creation.

     To the fullest extent permitted by applicable law, no failure to exercise
and no delay in exercising, on the part of the Trustee or the Holders, any
right, power, privilege or remedy under this Article Fourteen and the Guarantee
shall operate as a waiver thereof, nor shall any single or partial exercise of
any rights, power, privilege or remedy preclude any other or further exercise
thereof, or the exercise of any other rights, powers, privileges or remedies.
The rights and remedies herein provided for are cumulative and not exclusive of
any rights or remedies provided in law or equity. Nothing contained in this
Article Fourteen shall limit the right of the Trustee or the Holders to take any
action to accelerate the maturity of such Securities pursuant to Article Five or
to pursue any rights or remedies hereunder or under applicable law.

Section 14.2. Execution and Delivery of Notation of Guarantee

     To further evidence the Guarantee, each Guarantor hereby agrees that a
notation of such Guarantee may be endorsed on each Security of a series to which
this Article Fourteen has been made applicable authenticated and delivered by
the Trustee and executed by either manual or facsimile signature of an officer
of such Guarantor.

     Each Guarantor hereby agrees that its Guarantee of Securities of a series
to which this Article Fourteen has been made applicable shall remain in full
force and effect notwithstanding any failure to endorse on any such Security a
notation relating to the Guarantee thereof.

     If an officer of any Guarantor whose signature is on this Indenture or a
Security no longer holds that office at the time the Trustee authenticates such
Security or at any time thereafter, such Guarantor's Guarantee of such Security
shall be valid nevertheless.

     The delivery by the Trustee of any Security of a series to which this
Article Fourteen has been made applicable, after the authentication thereof
under this Indenture, shall constitute due delivery of the Guarantee set forth
in this Indenture on behalf of each Guarantor.

                                       68



Section 14.3. Reports by Guarantor.

     In addition to the certificates delivered to the Trustee pursuant to
Section 10.7, each Guarantor shall file with the Trustee and the Commission, and
transmit to Holders of Outstanding Securities of each series to which this
Article Fourteen has been made applicable, such information, documents and other
reports, and such summaries thereof, as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto; provided
that any such information, documents or reports required to be filed with the
Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, shall be filed with the Trustee within 15 days after the same
is so required to be filed with the Commission.

                                      * * *

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.

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.

                                           CHENIERE ENERGY, INC.


                                           -------------------------------------
                                           Name:
                                                --------------------------------
                                           Title:
                                                 -------------------------------


                                           CHENIERE LNG SERVICES, INC.


                                           By:
                                               ---------------------------------
                                           Name:
                                                --------------------------------
                                           Title:
                                                 -------------------------------


                                           CHENIERE LNG, INC.


                                           By:
                                               ---------------------------------
                                           Name:
                                                --------------------------------
                                           Title:
                                                 -------------------------------

                                       69



                                           CHENIERE ENERGY OPERATING CO., INC.


                                           By:
                                               ---------------------------------
                                           Name:
                                                --------------------------------
                                           Title:
                                                 -------------------------------


                                           CHENIERE-GRYPHON MANAGEMENT, INC.


                                           By:
                                               ---------------------------------
                                           Name:
                                                --------------------------------
                                           Title:
                                                 -------------------------------


                                           -------------------------------------
                                           By:
                                               ---------------------------------
                                           Name:
                                                --------------------------------
                                           Title:
                                                 -------------------------------

                                       70

EX-4.15

                                                                    Exhibit 4.15

================================================================================

                              CHENIERE ENERGY, INC.

                                   GUARANTORS
                                  Named Herein

                                       AND

                                [               ]
                                 ---------------

                                     Trustee

                                   ----------

                                    INDENTURE

                 DATED AS OF                          , 200
                             -------------------------      -

                                   ----------

                          SUBORDINATED DEBT SECURITIES

================================================================================




                              CHENIERE ENERGY, INC.
     RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED,
              AND INDENTURE, DATED AS OF                 , 200
                                         ----------------     -

TRUST INDENTURE ACT SECTION                                    INDENTURE SECTION
- ---------------------------                                    -----------------

Section 310(a)(1)............................................................6.9
   (a)(2)....................................................................6.9
   (a)(3).........................................................Not Applicable
   (a)(4).........................................................Not Applicable
   (a)(5)....................................................................6.9
   (b).......................................................................6.8

Section 311.................................................................6.13

Section 312(a).......................................................7.1, 7.2(a)
   (b)....................................................................7.2(b)
   (c)....................................................................7.2(c)

Section 313(a)...............................................................7.3
   (b).........................................................................*
   (c).........................................................................*
   (d).......................................................................7.3

Section 314(a)...............................................................7.4
   (a)(4)...................................................................10.7
   (b)............................................................Not Applicable
   (c)(1)....................................................................1.3
   (c)(2)....................................................................1.3
   (c)(3).........................................................Not Applicable
   (d)............................................................Not Applicable
   (e).......................................................................1.3

Section 315(a)............................................................6.1(a)
   (b).......................................................................6.2
   (c)....................................................................6.1(b)
   (d)....................................................................6.1(c)
   (d)(1)..............................................................6.1(a)(1)
   (d)(2)..............................................................6.1(c)(2)
   (d)(3)..............................................................6.1(c)(3)
   (e)......................................................................5.14

Section 316(a)..........................................................1.1, 1.2
   (a)(1)(A)...........................................................5.2, 5.12
   (a)(1)(B)................................................................5.13
   (a)(2).........................................................Not Applicable
   (b).......................................................................5.8
   (c)....................................................................1.5(f)



TRUST INDENTURE ACT SECTION                                    INDENTURE SECTION
- ---------------------------                                    -----------------

Section 317(a)(1)............................................................5.3
   (a)(2)....................................................................5.4
   (b)......................................................................10.3

Section 318(a)...............................................................1.8

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

* Deemed included pursuant to Section 318(c) of the Trust Indenture Act



                                TABLE OF CONTENTS

                                                                                                        
PARTIES.....................................................................................................1

RECITALS OF THE COMPANY:....................................................................................1

ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.........................................1
   Section 1.1.    Definitions..............................................................................1
   Section 1.2.    Incorporation by Reference of Trust Indenture Act........................................8
   Section 1.3.    Compliance Certificates and Opinions.....................................................8
   Section 1.4.    Form of Documents Delivered to Trustee...................................................9
   Section 1.5.    Acts of Holders; Record Dates............................................................9
   Section 1.6.    Notices, Etc., to Trustee, Company and Guarantors.......................................10
   Section 1.7.    Notice to Holders; Waiver...............................................................11
   Section 1.8.    Conflict with Trust Indenture Act.......................................................11
   Section 1.9.    Effect of Headings and Table of Contents................................................11
   Section 1.10.   Successors and Assigns..................................................................11
   Section 1.11.   Separability Clause.....................................................................11
   Section 1.12.   Benefits of Indenture...................................................................12
   Section 1.13.   Governing Law...........................................................................12
   Section 1.14.   Legal Holidays..........................................................................12
   Section 1.15.   Securities in a Composite Currency, Currency Unit or Foreign Currency...................13
   Section 1.16.   Payment in Required Currency; Judgment Currency.........................................13
   Section 1.17.   Language of Notices, Etc................................................................14
   Section 1.18.   Incorporators, Shareholders, Officers and Directors of the Company and the
                      Guarantors Exempt from Individual Liability..........................................14

ARTICLE TWO SECURITY FORMS.................................................................................14
   Section 2.1.    Forms Generally.........................................................................14
   Section 2.2.    Form of Face of Security................................................................14
   Section 2.3.    Form of Reverse of Security.............................................................17
   Section 2.4.    Global Securities.......................................................................21
   Section 2.5.    Form of Trustee's Certificate of Authentication.........................................22

ARTICLE THREE THE SECURITIES...............................................................................22
   Section 3.1.    Amount Unlimited; Issuable in Series....................................................22
   Section 3.2.    Denominations...........................................................................25
   Section 3.3.    Execution, Authentication, Delivery and Dating..........................................25
   Section 3.4.    Temporary Securities....................................................................27
   Section 3.5.    Registration, Registration of Transfer and Exchange.....................................27
   Section 3.6.    Mutilated, Destroyed, Lost and Stolen Securities........................................30
   Section 3.7.    Payment of Interest; Interest Rights Preserved..........................................30
   Section 3.8.    Persons Deemed Owners...................................................................31
   Section 3.9.    Cancellation............................................................................31
   Section 3.10.   Computation of Interest.................................................................32
   Section 3.11.   CUSIP or CINS Numbers...................................................................32



                                       i



                                                                                                        
ARTICLE FOUR SATISFACTION AND DISCHARGE....................................................................32
   Section 4.1.    Satisfaction and Discharge of Indenture.................................................32
   Section 4.2.    Application of Trust Money..............................................................33

ARTICLE FIVE REMEDIES......................................................................................33
   Section 5.1.    Events of Default.......................................................................33
   Section 5.2.    Acceleration of Maturity; Rescission and Annulment......................................34
   Section 5.3.    Collection of Indebtedness and Suits for Enforcement by Trustee.........................35
   Section 5.4.    Trustee May File Proofs of Claim........................................................36
   Section 5.5.    Trustee May Enforce Claims Without Possession of Securities.............................36
   Section 5.6.    Application of Money Collected..........................................................37
   Section 5.7.    Limitation on Suits.....................................................................37
   Section 5.8.    Unconditional Right of Holders to Receive Principal, Premium and Interest...............37
   Section 5.9.    Restoration of Rights and Remedies......................................................38
   Section 5.10.   Rights and Remedies Cumulative..........................................................38
   Section 5.11.   Delay or Omission Not Waiver............................................................38
   Section 5.12.   Control by Holders......................................................................38
   Section 5.13.   Waiver of Past Defaults.................................................................39
   Section 5.14.   Undertaking for Costs...................................................................39
   Section 5.15.   Waiver of Stay or Extension Laws........................................................39

ARTICLE SIX THE TRUSTEE....................................................................................39
   Section 6.1.    Certain Duties and Responsibilities.....................................................39
   Section 6.2.    Notice of Defaults......................................................................41
   Section 6.3.    Certain Rights of Trustee...............................................................41
   Section 6.4.    Not Responsible for Recitals or Issuance of Securities..................................42
   Section 6.5.    May Hold Securities.....................................................................42
   Section 6.6.    Money Held in Trust.....................................................................42
   Section 6.7.    Compensation and Reimbursement..........................................................43
   Section 6.8.    Disqualification; Conflicting Interests.................................................43
   Section 6.9.    Corporate Trustee Required; Eligibility.................................................43
   Section 6.10.   Resignation and Removal; Appointment of Successor.......................................44
   Section 6.11.   Acceptance of Appointment by Successor..................................................45
   Section 6.12.   Merger, Conversion, Consolidation or Succession to Business.............................46
   Section 6.13.   Preferential Collection of Claims Against Company.......................................46
   Section 6.14.   Appointment of Authenticating Agent.....................................................47

ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY............................................48
   Section 7.1.    Company to Furnish Trustee Names and Addresses of Holders...............................48
   Section 7.2.    Preservation of Information; Communications to Holders..................................48
   Section 7.3.    Reports by Trustee......................................................................50
   Section 7.4.    Reports by Company......................................................................50

ARTICLE EIGHT CONSOLIDATION, AMALGAMATION, MERGER AND SALE.................................................50
   Section 8.1.    Company May Consolidate, Etc., Only on Certain Terms....................................50
   Section 8.2.    Successor Substituted...................................................................51



                                       ii



                                                                                                        
ARTICLE NINE SUPPLEMENTAL INDENTURES.......................................................................51
   Section 9.1.    Supplemental Indentures Without Consent of Holders......................................51
   Section 9.2.    Supplemental Indentures with Consent of Holders.........................................53
   Section 9.3.    Execution of Supplemental Indentures....................................................53
   Section 9.4.    Effect of Supplemental Indentures.......................................................54
   Section 9.5.    Conformity with Trust Indenture Act.....................................................54
   Section 9.6.    Reference in Securities to Supplemental Indentures......................................54

ARTICLE TEN COVENANTS......................................................................................54
   Section 10.1.   Payment of Principal, Premium and Interest..............................................54
   Section 10.2.   Maintenance of Office or Agency.........................................................54
   Section 10.3.   Money for Securities Payments to Be Held in Trust.......................................55
   Section 10.4.   Existence...............................................................................56
   Section 10.5.   Statement by Officers as to Default.....................................................56
   Section 10.6.   Waiver of Certain Covenants.............................................................56
   Section 10.7.   Additional Amounts......................................................................57

ARTICLE ELEVEN REDEMPTION OF SECURITIES....................................................................57
   Section 11.1.   Applicability of Article................................................................57
   Section 11.2.   Election to Redeem; Notice to Trustee...................................................57
   Section 11.3.   Selection. by Trustee of Securities to Be Redeemed......................................58
   Section 11.4.   Notice of Redemption....................................................................58
   Section 11.5.   Deposit of Redemption Price.............................................................59
   Section 11.6.   Securities Payable on Redemption Date...................................................59
   Section 11.7.   Securities Redeemed in Part.............................................................59

ARTICLE TWELVE SINKING FUNDS...............................................................................59
   Section 12.1.   Applicability of Article................................................................59
   Section 12.2.   Satisfaction of Sinking Fund Payments with Securities...................................60
   Section 12.3.   Redemption of Securities for Sinking Fund...............................................60

ARTICLE THIRTEEN DEFEASANCE................................................................................60
   Section 13.1.   Applicability of Article................................................................60
   Section 13.2.   Legal Defeasance........................................................................60
   Section 13.3.   Covenant Defeasance.....................................................................62
   Section 13.4.   Deposited Money and U.S. Government Obligations to be Held in Trust.....................63
   Section 13.5.   Repayment to Company; Qualifying Trustee................................................63

ARTICLE FOURTEEN GUARANTEE OF SECURITIES...................................................................64
   Section 14.1.   Unconditional Guarantee.................................................................64
   Section 14.2.   Execution and Delivery of Notation of Guarantee.........................................66
   Section 14.3.   Reports by Guarantor....................................................................66
   Section 14.4.   Subordination of Guarantees.............................................................66

ARTICLE FIFTEEN SUBORDINATION OF SECURITIES................................................................67
   Section 15.1.   Securities Subordinated to Senior Debt..................................................67
   Section 15.2.   Distribution on Dissolution, Liquidation and Reorganization; Subrogation
                      of Securities........................................................................67



                                      iii



                                                                                                        
   Section 15.3.   Payments on Securities Permitted........................................................69
   Section 15.4.   Authorization of Holders of Securities to Trustee to Effect Subordination...............69
   Section 15.5.   Notices to Trustee......................................................................69
   Section 15.6.   Trustee as Holder of Senior Debt........................................................70
   Section 15.7.   Modification of Terms of Senior Debt....................................................70



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

                                       iv



                                     PARTIES

     INDENTURE, dated as of              [  ], 200   , among CHENIERE ENERGY,
                            ------------  --      ---
INC., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the "Company"), having an office at 5555 San Felipe,
Houston, Texas 77056, the GUARANTORS (as defined hereinafter) and [          ],
                                                                   ----------
a [          ] banking corporation, as Trustee (the "Trustee").
   ----------

                            RECITALS OF THE COMPANY:

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
subordinated debentures, notes or other evidences of indebtedness (herein called
the "Securities"), which may but are not required to be guaranteed by the
Guarantors, to be issued in one or more series as in this Indenture provided.
The Company directly or indirectly owns 100% of the capital stock of the
Guarantors.

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

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as
follows:

                                  ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1. Definitions.

     For all purposes of this Indenture, 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 terms used in this Indenture that are defined in the Trust
     Indenture Act, defined by a Trust Indenture Act reference to another
     statute or defined by a Commission rule under the Trust Indenture Act have
     the meanings so assigned to them;

          (3) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with GAAP;

          (4) 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;

          (5) the words "Article" and "Section" refer to an Article and Section,
     respectively, of this Indenture; and



          (6) the word "includes" and its derivatives means "includes, but is
     not limited to" and corresponding derivative definitions.

     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 1.5.

"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 act on
behalf of the Trustee to authenticate Securities.

"Banking Day" means, in respect of any city, any date on which commercial banks
are open for business in that city.

"Bankruptcy Law" means any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law.

"Board of Directors" means either the board of directors of the Company or of a
Guarantor, as applicable, or any duly authorized committee of that board to
which the powers of that board have been lawfully delegated.

"Board Resolution" means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company, the principal financial officer of the
Company or a Guarantor, any other authorized officer of the Company or a
Guarantor, or a person duly authorized by any of them, in each case as
applicable, 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. Where any provision of this Indenture refers to action to be taken
pursuant to a Board Resolution (including the establishment of any series of the
Securities and the forms and terms thereof), such action may be taken by any
committee, officer or employee of the Company or a Guarantor, as applicable,
authorized to take such action by the Board of Directors as evidenced by a Board
Resolution.

"Business Day", when used with respect to any Place of Payment or other
location, means, except as otherwise provided as contemplated by Section 3.1
with respect to any series of Securities, each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in that
Place of Payment or other location are authorized or obligated by law, executive
order or regulation to close.

"CINS" means CUSIP International Numbering System.

"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.

                                       2



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

"Company Request" or "Company Order" means, in the case of the Company, a
written request or order 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 duly authorized officer of the Company or any person
duly authorized by any of them, and delivered to the Trustee and, in the case of
a Guarantor, a written request or order signed in the name of such Guarantor by
its Chairman of the Board, its Chief Executive Officer, its President, any of
its Vice Presidents or any other duly authorized officer of such Guarantor or
any person duly authorized by any of them, and delivered to the Trustee.

"Consolidated Net Worth" means, at any date of determination, the amount of
total shareholders' equity shown in most recent consolidated statement of
financial position of the Company, including any preferred stock not reflected
as a liability on such consolidated statement of financial position.

"Corporate Trust Office" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered
and which, at the date hereof, is located at [         ].
                                              ---------

"corporation" includes corporations, companies, associations, partnerships,
limited partnerships, limited liability companies, joint-stock companies and
trusts.

"covenant defeasance" has the meaning specified in Section 13.3.

"CUSIP" means the Committee on Uniform Securities Identification Procedures.

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

"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 and any guarantee of the foregoing.

"Default" means, with respect to a series of Securities, any event that is, or
after notice or lapse of time or both would be, an Event of Default.

"Defaulted Interest" has the meaning specified in Section 3.7.

"defeasance" has the meaning specified in Section 13.2.

"Definitive Security" means a security other than a Global Security or a
temporary Security.

"Depositary" means, with respect to the Securities of any series issuable or
issued in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is designated to act as
Depositary for such Securities as contemplated by Section 3.1, until a successor
Depositary shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter shall mean or include each Person which is a
Depositary hereunder, and if at any time there is more than one such Person,
shall be a collective reference to such Persons.

"Dollar" or "$" means the coin or currency of the United States of America,
which at the time of payment is legal tender for the payment of public and
private debts.

                                       3



"Event of Default" has the meaning specified in Section 5.1.

"Foreign Currency" means a currency used by the government of a country other
than the United States of America.

"GAAP" means generally accepted accounting principles in the United States set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, as in effect from time to time.

"Global Security" means a Security in global form that evidences all or part of
a series of Securities and is authenticated and delivered to, and registered in
the name of, the Depositary for the Securities of such series or its nominee.

"Guarantee" has the meaning specified in Section 14.1.

"Guarantor" means (i) Cheniere LNG Services, Inc., a corporation duly organized
and existing under the laws of the State of Delaware, (ii) Cheniere LNG, Inc., a
corporation duly organized and existing under the laws of the State of Delaware,
(iii) Cheniere Energy Operating Co., Inc., a corporation duly organized and
existing under the laws of the State of Delaware, (iv) Cheniere-Gryphon
Management, Inc., a corporation duly organized and existing under the laws of
the State of Delaware and (v) any Person that becomes a successor guarantor
pursuant to the applicable provisions of this Indenture.

"Guarantor Senior Debt" means, unless otherwise provided with respect to the
Securities of a series as contemplated by Section 3.1, (1) all Debt of a
Guarantor, whether currently outstanding or hereafter issued, unless, by the
terms of the instrument creating or evidencing such Debt, it is provided that
such Debt is not superior in right of payment to the Guarantee or to other Debt
which is pari passu with or subordinated to the Guarantee, and (2) any
modifications, refunding, deferrals, renewals or extensions of any such Debt or
securities, notes or other evidence of Debt issued in exchange for such Debt;
provided that in no event shall "Guarantor Senior Debt" include (a) Debt of a
Guarantor owed or owing to any Subsidiary of such Guarantor or any officer,
director or employee of such Guarantor or any Subsidiary of such Guarantor, (b)
Debt to trade creditors or (c) any liability for taxes owed or owing by a
Guarantor.

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

"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, including, for all
purposes of this instrument, and any such supplemental indenture, the provisions
of the Trust Indenture Act that are deemed to be part of and govern this
instrument and any such supplemental indenture, respectively. The term
"Indenture" also shall include the terms of particular series of Securities
established as contemplated by Section 3.1.

"interest", when used with respect to an Original Issue Discount Security which
by its terms bears interest only after Maturity, means interest payable after
Maturity.

"Interest Payment Date", when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.

"Judgment Currency" has the meaning specified in Section 1.16.

                                       4



"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.

"mandatory sinking fund payment" has the meaning specified in Section 12.1.

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

"Notice of Default" means a written notice of the kind specified in Section
5.1(3) or Section 5.1(4).

"Officer's Certificate" means, in the case of the Company, a certificate signed
by the Chairman of the Board, the Chief Executive Officer, the President, any
Vice President or any other duly authorized officer of the Company, or a person
duly authorized by any of them, and delivered to the Trustee and, in the case of
a Guarantor, a certificate signed by the Chairman of the Board, the Chief
Executive Officer, the President, any Vice President or any other duly
authorized officer of such Guarantor, or a person duly authorized by any of
them, and delivered to the Trustee.

"Opinion of Counsel" means a written opinion of counsel, who may be an employee
of or counsel for the Company or a Guarantor, as the case may be, and who shall
be reasonably acceptable to the Trustee.

"optional sinking fund payment" has the meaning specified in Section 12.1.

"Original Issue Discount Security" means 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 pursuant to Section 5.2.

"Outstanding", when used with respect to Securities, means, as of the date of
determination, all Securities theretofore authenticated and delivered under this
Indenture, except:

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

          (ii) Securities for whose payment or redemption money in the necessary
     amount has been theretofore deposited with the Trustee or any Paying Agent
     (other than the Company) in trust or set aside and segregated in trust by
     the Company (if the Company shall act as its own Paying Agent) for the
     Holders of such Securities; provided, however, 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;

          (iii) Securities which have been paid pursuant to Section 3.6 or in
     exchange for or in lieu of which other Securities have been authenticated
     and delivered pursuant to this Indenture, other than any such Securities in
     respect of which there shall have been presented to the Trustee proof
     satisfactory to it that such Securities are held by a bona fide purchaser
     in whose hands such Securities are valid obligations of the Company; and

          (iv) Securities, except to the extent provided in Section 13.2 and
     13.3, with respect to which the Company has effected defeasance or covenant
     defeasance as provided in Article Thirteen, which defeasance or covenant
     defeasance then continues in effect;

                                       5



provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (A) the principal
amount of an 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 such determination upon acceleration of the Maturity
thereof on such date pursuant to Section 5.2, (B) the principal amount of a
Security denominated in one or more currencies or currency units other than U.S.
dollars shall be the U.S. dollar equivalent of such currencies or currency
units, determined in the manner provided as contemplated by Section 3.1 on the
date of original issuance of such Security or by Section 1.15, if not otherwise
so provided pursuant to Section 3.1, of the principal amount (or, in the case of
an Original Issue Discount Security, the U.S. dollar equivalent (as so
determined) on the date of original issuance of such Security of the amount
determined as provided in Clause (A) above) of such Security, and (C) Securities
owned by the Company, any Guarantor 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, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which the Trustee knows to
be so owned shall be so disregarded. Securities so owned as described in Clause
(C) of the immediately preceding sentence 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 so to act with respect to such Securities and
that the pledgee is not the Company, a Guarantor or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

"Paying Agent" means any Person authorized by the Company to pay the principal
of and any premium or interest on any Securities on behalf of the Company.

"Periodic Offering" means an offering of Securities of a series from time to
time, the specific terms of which Securities, including, without limitation, the
rate or rates of interest or formula for determining the rate or rates of
interest thereon, if any, the Stated Maturity or Stated Maturities thereof, the
original issue date or dates thereof, the redemption provisions, if any, with
respect thereto, and any other terms specified as contemplated by Section 3.1
with respect thereto, are to be determined by the Company upon the issuance of
such Securities.

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

"Place of Payment", when used with respect to the Securities of any series,
means, unless otherwise specifically provided for with respect to such series as
contemplated by Section 3.1, the office or agency of the Company in the City of
New York and such other place or places where, subject to the provisions of
Section 10.2, the principal of and any premium and interest on the Securities of
that series are payable as contemplated by Section 3.1.

"Predecessor Security" 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 3.6 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

"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.

                                       6



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

"Regular Record Date" for the interest payable on any Interest Payment Date on
the Securities of any series means the date specified for that purpose as
contemplated by Section 3.1.

"Required Currency" has the meaning specified in Section 1.16.

"Securities" has the meaning stated in the first recital of this Indenture and
more particularly means any Securities authenticated and delivered under this
Indenture.

"Security Register" and "Security Registrar" have the respective meanings
specified in Section 3.5.

"Senior Debt" means (1) all Debt of the Company, whether currently outstanding
or hereafter issued, unless, by the terms of the instrument creating or
evidencing such Debt, it is provided that such Debt is not superior in right of
payment to the Securities, and (2) any modifications, refunding, deferrals,
renewals or extensions of any such Debt or securities, notes or other evidence
of Debt issued in exchange for such Debt; provided that in no event shall
"Senior Debt" include (a) Debt of the Company owed or owing to any Subsidiary of
the Company or any officer, director or employee of the Company or any
Subsidiary of the Company, (b) Debt to trade creditors or (c) any liability for
taxes owned or owing by the Company.

"Special Record Date" for the payment of any Defaulted Interest means a date
fixed by the Trustee pursuant to Section 3.7.

"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 (i) a corporation more than 50% of the outstanding voting
stock of which is owned, directly or indirectly, by the Company or by one or
more other Subsidiaries, or by the Company and one or more other Subsidiaries or
(ii) any partnership or similar business organization more than 50% of the
ownership interests having ordinary voting power of which shall at the time be
so owned. For the purposes of this definition, "voting stock" means capital
stock or equity interests which ordinarily have voting power for the election of
directors, whether at all times or only so long as no senior class of stock has
such voting power by reason of any contingency.

"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 or
include each Person who is then a Trustee hereunder, and 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.

"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 9.5; provided, however, that if the Trust Indenture Act of 1939 is
amended after such date, "Trust Indenture Act" means, to the extent required by
any such amendment, the Trust Indenture Act of 1939 as so amended.

"U.S. Person" shall have the meaning assigned to such term in Section
7701(a)(30) of the Internal Revenue Code of 1986, as amended.

                                       7



"U.S. Government Obligations" means securities which are (i) direct obligations
of the United States for the payment of which its full faith and credit is
pledged, or (ii) obligations of a Person controlled or supervised by and acting
as an agency or instrumentality of the United States, the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States, each of which are not callable or redeemable at the option of the issuer
thereof.

"Vice President", when used with respect to the Company, the Guarantor 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."

Section 1.2. Incorporation by Reference of Trust Indenture Act.

     Whenever this Indenture refers to a provision of the Trust Indenture Act,
the provision is incorporated by reference in and made a part of this Indenture.
The following Trust Indenture Act terms used in this Indenture have the
following meanings:

          "commission" means the Commission.

          "indenture securities" means the Securities.

          "indenture security holder" means a Holder.

          "indenture to be qualified" means this Indenture.

          "indenture trustee" or "institutional trustee" means the Trustee.

          "obligor" on the indenture securities means the Company, the Guarantor
          (if applicable) or any other obligor on the indenture securities.

     All terms used in this Indenture that are defined by the Trust Indenture
Act, defined by a Trust Indenture Act reference to another statute or defined by
a Commission rule under the Trust Indenture Act have the meanings so assigned to
them.

Section 1.3. Compliance Certificates and Opinions.

     Upon any application or request by the Company or a Guarantor to the
Trustee to take any action under any provision of this Indenture, the Company or
such Guarantor, as the case may be, shall furnish to the Trustee an Officer's
Certificate stating that all conditions precedent, if any, 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, have been complied with, except that in the case of any such
application or request as to which the 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 except as required under Section 314(c) of the Trust Indenture Act.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (except for certificates provided for in
Section 10.5) 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;

                                       8



          (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 1.4. 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 as to 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 or a Guarantor 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 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 or the
Guarantor, as the case may be, stating that the information with respect to such
factual matters is in the possession of the Company or the Guarantor, as the
case may be, unless such counsel knows 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 1.5. Acts of Holders; Record Dates.

               (a) Any request, demand, authorization, direction, notice,
          consent, waiver or other action provided by this Indenture to be given
          or taken by Holders may be embodied in and evidenced by one or more
          instruments of substantially similar tenor signed (either physically
          or by means of a facsimile or an electronic transmission, provided
          that such electronic transmission is transmitted through the
          facilities of a Depositary) by such Holders in person or by 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 or the Guarantors. 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
          315 of the Trust Indenture Act) conclusive in favor of the Trustee,
          the Company and, if applicable, the Guarantors, if made in the manner
          provided in this Section.

                                       9



               (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 of
          such execution or by a certificate of a 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 a signer acting in a
          capacity other than his individual capacity, 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 of same, shall be proved by the Security Register.

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

               (e) Without limiting the foregoing, a Holder entitled to give or
          take any action hereunder with regard to any particular Security may
          do so with regard to all or any part of the principal amount of such
          Security or by one or more duly appointed agents each of which may do
          so pursuant to such appointment with regard to all or any different
          part of such principal amount.

               (f) The Company may set any day as the record date for the
          purpose of determining the Holders of Outstanding Securities of any
          series entitled to give or take any request, demand, authorization,
          direction, notice, consent, waiver or other Act provided or permitted
          by this Indenture to be given or taken by Holders of Securities of
          such series, but the Company shall have no obligation to do so. With
          regard to any record date set pursuant to this paragraph, the Holders
          of Outstanding Securities of the relevant series on such record date
          (or their duly appointed agents), and only such Persons, shall be
          entitled to give or take the relevant action, whether or not such
          Holders remain Holders after such record date.

Section 1.6. Notices, Etc., to Trustee, Company and Guarantors.

     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, a Guarantor 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, Attention:
     [Corporate Trust Department],

          (2) the Company by the Trustee, a Guarantor or by any Holder shall be
     sufficient for every purpose hereunder (unless otherwise herein expressly
     provided) 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 to the attention of the Corporate
     Secretary, or at any other address previously furnished in writing to the
     Trustee by the Company, or

                                       10



          (3) a Guarantor by the Company, the Trustee or by any Holder shall be
     sufficient for every purpose hereunder (unless otherwise herein expressly
     provided) if in writing and mailed, first-class postage prepaid, to such
     Guarantor addressed to it at 5555 San Felipe, Houston, Texas 77056 to the
     attention of the Corporate Secretary, or at any other address previously
     furnished in writing to the Trustee by the Guarantor.

Section 1.7. Notice to Holders; Waiver.

     Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his 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. Any notice mailed to a Holder in the manner herein
prescribed shall be conclusively deemed to have been received by such Holder,
whether or not such Holder actually receives such notice.

     Where this Indenture 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 or by reason of
any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

Section 1.8. Conflict with Trust Indenture Act.

     If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act that is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or excluded, as the case may be.

Section 1.9. 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 1.10. Successors and Assigns.

     All covenants and agreements in this Indenture by each of the Company and
the Guarantors shall bind their respective successors and assigns, whether so
expressed or not.

Section 1.11. Separability Clause.

     In case any provision in this Indenture or in the Securities or, if
applicable, the Guarantee 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.

                                       11



Section 1.12. Benefits of Indenture.

     Nothing in this Indenture or in the Securities or, if applicable, the
Guarantee, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, the holders of Senior Debt and the
Holders, any benefit or any legal or equitable right, remedy or claim under this
Indenture.

Section 1.13. Governing Law.

     THIS INDENTURE, THE SECURITIES AND THE GUARANTEE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     To the fullest extent permitted by applicable law, each of the Company and
the Guarantors hereby irrevocably submits to the jurisdiction of any Federal or
state court located in the Borough of Manhattan in The City of New York, New
York in any suit, action or proceeding based on or arising out of or relating to
this Indenture, any Securities or, if applicable, the Guarantee and irrevocably
agrees that all claims in respect of such suit or proceeding may be determined
in any such court. Each of the Company and the Guarantors irrevocably waives, to
the fullest extent permitted by law, any objection which it may have to the
laying of the venue of any such suit, action or proceeding brought in an
inconvenient forum. Each of the Company and the Guarantors hereby irrevocably
designates and appoints                       , New York, New York (the "Process
                        ----------------------
Agent") as its authorized agent for purposes of this Section 1.13, it being
understood that the designation and appointment of the Process Agent as such
authorized agent shall become effective immediately without any further action
on the part of the Company or a Guarantor, as the case may be. Each of the
Company and the Guarantors further agrees that, unless otherwise required by
law, service of process upon the Process Agent and written notice of said
service to the Company or a Guarantor, as the case may be, mailed by prepaid
registered first class mail or delivered to the Process Agent at its principal
office, shall be deemed in every respect effective service of process upon the
Company or such Guarantor, as the case may be, in any such suit or proceeding.
Each of the Company and the Guarantors further agrees to take any and all
action, including the execution and filing of any and all such documents and
instruments as may be necessary, to continue such designation and appointment of
the Process Agent in full force and effect so long as the Company or such
Guarantor, as the case may be, has any outstanding obligations under this
Indenture. To the extent the Company or a Guarantor, as the case may be, has or
hereafter may acquire any immunity from jurisdiction of any court or from any
legal process (whether through service of notice, attachment prior to judgment,
attachment in aid of execution, executor or otherwise) with respect to itself or
its property, each of the Company and such Guarantor hereby irrevocably waives
such immunity in respect of its obligations under this Indenture to the extent
permitted by law.

Section 1.14. Legal Holidays.

     In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
or, if applicable, the Guarantee (other than a provision of the Securities of
any series or, if applicable, the Guarantee that specifically states that such
provision shall apply in lieu of this Section 1.14)) payment of interest or
principal and any premium need not be made at such Place of Payment on such
date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, or at the Stated Maturity, provided that no interest shall
accrue for the period from and after such Interest Payment Date, Redemption Date
or Stated Maturity, as the case may be.

                                       12



Section 1.15. Securities in a Composite Currency, Currency Unit or Foreign
Currency.

     Unless otherwise specified in an Officer's Certificate delivered pursuant
to Section 3.1 of this Indenture with respect to a particular series of
Securities, whenever for purposes of this Indenture any action may be taken by
the Holders of a specified percentage in aggregate principal amount of
Securities of all series or all series affected by a particular action at the
time Outstanding and, at such time, there are Outstanding Securities of any
series which are denominated in a coin, currency or currencies other than
Dollars (including, but not limited to, any composite currency, currency units
or Foreign Currency), then the principal amount of Securities of such series
which shall be deemed to be Outstanding for the purpose of taking such action
shall be that amount of Dollars that could be obtained for such amount at the
Market Exchange Rate. For purposes of this Section 1.15, the term "Market
Exchange Rate" shall mean the noon Dollar buying rate in The City of New York
for cable transfers of such currency or currencies as published by the Federal
Reserve Bank of New York, as of the most recent available date. If such Market
Exchange Rate is not so available for any reason with respect to such currency,
the Trustee shall use, in its sole discretion and without liability on its part,
such quotation of the Federal Reserve Bank of New York as of the most recent
available date, or quotations or rates of exchange from one or more major banks
in The City of New York or in the country of issue of the currency in question,
which for purposes of euros shall be Brussels, Belgium, or such other quotations
or rates of exchange as the Trustee shall deem appropriate. The provisions of
this paragraph shall apply in determining the equivalent principal amount in
respect of Securities of a series denominated in a currency other than Dollars
in connection with any action taken by Holders of Securities pursuant to the
terms of this Indenture.

     All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Issuer and all Holders.

Section 1.16. Payment in Required Currency; Judgment Currency.

     Each of the Company and the Guarantors 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 interest on the Securities of any series (the
"Required Currency") into a currency in which a 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 Trustee could purchase in The City
of New York the Required Currency with the Judgment Currency on the day on which
final unappealable judgment is entered, unless such day is not a Banking Day,
then, to the extent permitted by applicable law, the rate of exchange used shall
be the rate at which in accordance with normal banking procedures the Trustee
could purchase in The City of New York the Required Currency with the Judgment
Currency on the Banking Day next preceding the day on which final unappealable
judgment is entered 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 subclause (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.

                                       13



Section 1.17. Language of Notices, Etc.

     Any request, demand, authorization, direction, notice, consent, waiver or
Act required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country
of publication.

Section 1.18. Incorporators, Shareholders, Officers and Directors of the Company
and the Guarantors 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, if
applicable, the Guarantee, or for any claim based thereon or otherwise in
respect thereof, or in any Security or, if applicable, the Guarantee, or because
of the creation of any indebtedness represented thereby, shall be had against
any incorporator, shareholder, member, officer, manager or director, as such,
past, present or future, of the Company, any Guarantor or any successor Person,
either directly or through the Company, any Guarantor 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 2.1. Forms Generally.

     The Securities of each series and, if applicable, the notation thereon
relating to the Guarantee, shall be in substantially the form set forth in this
Article Two, or in such other form or forms as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with 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 the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities and, if applicable, the Guarantee, as
evidenced by their execution thereof.

     The definitive Securities shall be printed, lithographed or engraved 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
thereof. If the form of Securities of any series is established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by an authorized officer or other authorized person on behalf
of the Company and delivered to the Trustee at or prior to the delivery of the
Company Order contemplated by Section 3.3 for the authentication and delivery of
such Securities.

     The forms of Global Securities of any series shall have such provisions and
legends as are customary for Securities of such series in global form, including
without limitation any legend required by the Depositary for the Securities of
such series.

Section 2.2. Form of Face of Security.

[If the Security is an Original Issue Discount Security, insert--FOR PURPOSES OF
SECTION 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE
AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS                , THE ISSUE DATE IS
                                         ---------------                    ----
    , 20      [AND] [,] THE
- ----     ----
                                       14



YIELD TO MATURITY IS              [,] [AND THE ORIGINAL ISSUE DISCOUNT FOR
                     ------------
THE SHORT ACCRUAL PERIOD IS              AND THE METHOD USED TO DETERMINE THE
                            ------------
YIELD THEREFOR IS          ]]
                  ---------

[Insert any other legend required by the United States Internal Revenue Code or
the regulations thereunder.]

[If a Global Security,-insert legend required by Section 204 of the Indenture]
[If applicable, insert -UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

                              CHENIERE ENERGY, INC.

                               [TITLE OF SECURITY]

No.                                                            U.S. $
   ------------                                                      -----------

[CUSIP No. ]

CHENIERE ENERGY, INC., a company duly incorporated under the laws of the State
of Delaware (herein called the "Company ", which term includes any successor or
resulting Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to
                                    --------------------------------------------
         , or registered assigns, the principal sum of
- ---------                                              -------------------------
                                                 United States Dollars on
- ------------------------------------------------
                                         [If the Security is to bear interest
- ----------------------------------------
prior to Maturity, insert--, and to pay interest thereon from
                                                              ------------------
or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, semi-annually on             and             in each year,
                                       -----------     -----------
commencing            , at the rate of         % per annum, until the principal
           -----------                 --------
hereof is paid or made available for payment [if applicable, insert--, and at
the rate of    % per annum on any overdue principal and premium and on any
            ---
installment of interest (to the extent that the payment of such interest shall
be legally enforceable)]. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the         or         (whether or not a
                                      -------    -------
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture].

                                       15



[If the Security is not to bear interest prior to Maturity, insert--The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of        % per annum (to the extent that the payment of
                        -------
such interest shall be legally enforceable), which shall accrue from the date of
such default in payment to the date payment of such principal has been made or
duly provided for. Interest on any overdue principal shall be payable on demand.
Any such interest on any overdue principal that is not so paid on demand shall
bear interest at the rate of         % per annum (to the extent that the payment
                             --------
of such interest shall be legally enforceable), which shall accrue from the date
of such demand for payment to the date payment of such interest has been made or
duly provided for, and such interest shall also be payable on demand.]

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

[If a Definitive Security, insert--Payment of the principal of (and premium, if
any) and [if applicable, insert--any such] interest on this Security will be
made at the office or agency of the Company maintained for that purpose in
               , in such coin or currency of the United States of America as at
- ---------------
the time of payment is legal tender for payment of public and private debts]
[state other currency] [or subject to any laws or regulations applicable thereto
and to the right of the Company (as provided in the Indenture) to rescind the
designation of any such Paying Agent, at the [main] offices of
                                                               ----------------
in              , or at such other offices or agencies as the Company may
   -------------
designate, by [United States Dollar] [state other currency] check drawn on, or
transfer to a [United States Dollar] account maintained by the payee with, a
bank in The City of New York (so long as the applicable Paying Agency has
received proper transfer instructions in writing at least     days prior to the
                                                          ---
payment date)] [if applicable, insert--; provided, however, that payment of
interest may be made at the option of the Company by [United States Dollar]
[state other currency] check mailed to the addresses of the Persons entitled
thereto as such addresses shall appear in the Security Register] [or by transfer
to a [United States Dollar] [state other currency] account maintained by the
payee with a bank in The City of New York [state other Place of Payment] (so
long as the applicable Paying Agent has received proper transfer instructions in
writing by the Record Date prior to the applicable Interest Payment Date)].]

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

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

                                       16



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

     Dated:

                                        CHENIERE ENERGY, INC.


                                        By:
                                           -------------------------------------

Section 2.3. Form of Reverse of Security.

This Security is one of a duly authorized issue of subordinated securities of
the Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of               [                 ],
                                            -------------  -----------------
200   (herein called the "Indenture"), between the Company, the Guarantors and
   --
[        ], as Trustee (herein called the "Trustee", which term includes any
 --------
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement, of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Guarantors, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. As
provided in the Indenture, the Securities may be issued in one or more series,
which different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may be
subject to different redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to different
covenants and Events of Default and may otherwise vary as in the Indenture
provided or permitted. This Security is one of the series designated on the face
hereof [, limited in aggregate principal amount to $             ].
                                                    -------------

This security is the general, unsecured, subordinated obligation of the Company
[if applicable, insert--and is guaranteed pursuant to a guarantee (the
"Guarantee") by [insert name of each Guarantor] (the "Guarantors"). The
Guarantee is the general, unsecured, subordinated obligation of each Guarantor.]

[If applicable, insert--The Securities of this series are subject to redemption
upon not less than     days' notice by mail, [if applicable, insert,--(1) on
                   ---                                                       ---
                        in any year commencing with the year         and ending
- -----------------------                                      -------
with the year         through operation of the sinking fund for this series at a
              -------
Redemption Price equal to 100% of the principal amount, and (2)] at any time
[on or after                  , 20      ], as a whole or in part, at the
             ----------------      -----
election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [on or before

                          %, and if redeemed] during the 12-month period
- -----------------,-------
beginning                 of the years indicated,
          ---------------

Year   Redemption   Price   Year   Redemption   Price
- ----   ----------   -----   ----   ----------   -----

and thereafter at a Redemption Price equal to           % of the principal
                                              ----------
amount, together in the case of any such redemption [if applicable,
insert--(whether through operation of the sinking fund or otherwise)] with
accrued interest to the Redemption Date, but interest installments whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holders
of such Securities, or one or more

                                       17



Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

[If applicable, insert--The Securities of this series are subject to redemption
upon not less than     nor more than     days' notice by mail, (1) on
                   ---               ---                              ----------
    in any year commencing with the year         and ending with the year
- ---                                      -------                          ------
through operation of the sinking fund for this series at the Redemption Prices
for redemption through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below, and (2) at anytime [on or
after                     ], as a whole or in part, at the election of the
      --------------------
Company, at the Redemption Prices for redemption otherwise than through
operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below: If redeemed during the 12-month period beginning .
                 of the years indicated,
- -----------------

                                          Redemption Price for
            Redemption Price For       Redemption Otherwise Than
             Redemption Through        Through Operation of the
Year   Operation of the Sinking Fund          Sinking Fund
- ----   -----------------------------   -------------------------

and thereafter at a Redemption Price equal to         % of the principal amount,
                                              --------
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

[If applicable, insert--Notwithstanding the foregoing, the Company may not,
prior to                    , redeem any Securities of this series as
         -------------------
contemplated by [Clause (2) of] the preceding paragraph as a part of, or in
anticipation of, any refunding operation by the application, directly or
indirectly, of moneys borrowed having an interest cost to the Company
(calculated in accordance with generally accepted financial practice) of less
than        % per annum.]
     -------

[If applicable, insert--The sinking fund for this series provides for the
redemption on                         in each year beginning with the year
              -----------------------                                      -----
and ending with the year         of [not less than] $
                         -------                     ---------------------------
[ ("mandatory sinking fund") and not more than $                   ]
                                                -------------------
aggregate principal amount of Securities of this series. [Securities of this
series acquired or redeemed by the Company otherwise than through [mandatory]
sinking fund payments may be credited against subsequent [mandatory] sinking
fund payments otherwise required to be made [If applicable, insert-- in the
inverse order in which they become due].]

[If the Securities are subject to redemption in part of any kind, insert--In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

[If applicable, insert--The Securities of this series are not redeemable prior
to Stated Maturity.]

                                       18



[If the Security is not an Original Issue Discount Security,--If an Event of
Default with respect to Securities of this series shall occur and be continuing,
the principal of the Securities of this series may be declared due and payable
in the manner and with the effect provided in the Indenture.]

[If the Security is an Original Issue Discount Security,--If an Event of Default
with respect to Securities of this series shall occur and be continuing, an
amount of principal of the Securities of this series may be declared due and
payable in the manner and with the effect provided in the Indenture. Such amount
shall be equal to --insert formula for determining the amount. Upon payment (i)
of the amount of principal so declared due and payable and (ii) of interest on
any overdue principal and overdue interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company's
obligations in respect of the payment of the principal of and interest, if any,
on the Securities of this series shall terminate.]

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

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

[If a Global Security, insert--This Global Security or portion hereof may not be
exchanged for Definitive Securities of this series except in the limited
circumstances provided in the Indenture. The holders of beneficial interests in
this Global Security will not be entitled to receive physical delivery of
Definitive Securities except as described in the Indenture and will not be
considered the Holders thereof for any purpose under the Indenture.]

[If a Definitive Security, insert--As provided in the Indenture and subject to
certain limitations therein set forth, the transfer of this Security is
registerable in the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in [if
applicable, insert--any place where the principal of and any premium and
interest on this Security are payable] [if applicable, insert--The City of New
York [, or, subject to any laws or regulations applicable thereto and to the
right of the Company (limited as provided in the Indenture) to rescind the
designation of any such transfer agent, at the [main] offices of
                                                                 ---------------
in                  or at such other offices or agencies as the Company may
   ----------------
designate]], duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.]

                                       19



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

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

Prior to due presentment of this Security for registration of transfer, the
Company, [If applicable, insert--any Guarantor,] the Trustee and any agent of
the Company [If applicable, insert--, a Guarantor] or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and none of the Company, [If
applicable, insert--the Guarantors,] the Trustee nor any such agent shall be
affected by notice to the contrary.

This Security is subordinated in right of payment to Senior Debt [If applicable,
insert-and the Guarantee is subordinated in right of payment to Guarantor Senior
Debt], to the extent and in the manner provided in the Indenture.

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

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

Except as otherwise defined herein, all terms used in this Security which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.

[If a Definitive Security, insert as a separate page--

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
     ---------------------------------------------------------------
     (Please Print or Typewrite Name and Address of Assignee)

                                       20



the within instrument of CHENIERE ENERGY, INC. and does hereby irrevocably
constitute and appoint                     Attorney to transfer said instrument
                       -------------------
on the books of the within-named Company, with full power of substitution in the
premises.

Please Insert Social Security or Other Identifying Number of Assignee:


- -----------------------------------     ----------------------------------------


Dated:
      ------------------------------    ----------------------------------------
                                                     (Signature)

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.]

[If a Security to which Article Fourteen has been made applicable, insert the
following Form of Notation on such Security relating to the Guarantee--

Each of the Guarantors (which term includes any successor Person in such
capacity under the Indenture), has fully, unconditionally and absolutely
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture, the due and punctual payment of the principal of,
and premium, if any, and interest on the Securities and all other amounts due
and payable under the Indenture and the Securities by the Company.

The obligations of the Guarantors to the Holders of Securities and to the
Trustee pursuant to the Guarantee and the Indenture are expressly set forth in
Article Fourteen of the Indenture and reference is hereby made to the Indenture
for the precise terms of the Guarantee.

                                        Guarantors:

                                        [NAME OF EACH GUARANTOR]


                                        By:
                                            ------------------------------------
                                                                               ]
                                            -----------------------------------

Section 2.4. Global Securities.

     Every Global Security authenticated and delivered hereunder shall bear a
legend in substantially the following form:

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

                                       21



          EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF
          TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE
          A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED
          CIRCUMSTANCES.

     If Securities of a series are issuable in whole or in part in the form of
one or more Global Securities, as specified as contemplated by Section 3.1,
then, notwithstanding clause (9) of Section 3.1 and the provisions of Section
3.2, any Global Security shall represent such of the Outstanding Securities of
such series as shall be specified therein and may provide that it shall
represent the aggregate amount of Outstanding Securities from time to time
endorsed thereon and that the aggregate amount of Outstanding Securities
represented thereby may from time to time be reduced or increased, as the case
may be, to reflect exchanges. Any endorsement of a Global Security to reflect
the amount, or any reduction or increase in the amount, of Outstanding
Securities represented thereby shall be made in such manner and upon
instructions given by such Person or Persons as shall be specified therein or in
a Company Order. Subject to the provisions of Sections 3.3, 3.4 and 3.5, the
Trustee shall deliver and redeliver any Global Security in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. Any instructions by the Company with respect to
endorsement or delivery or redelivery of a Global Security shall be in a Company
Order (which need not comply with Section 1.3 and need not be accompanied by an
Opinion of Counsel).

     The provisions of the last sentence of Section 3.3 shall apply to any
Security represented by a Global Security if such Security was never issued and
sold by the Company and the Company delivers to the Trustee the Global Security
together with a Company Order (which need not comply with Section 1.3 and need
not be accompanied by an Opinion of Counsel) with regard to the reduction or
increase, as the case may be, in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 3.3.

Section 2.5. Form of Trustee's Certificate of Authentication.

     The Trustee's certificate(s) of authentication shall be in substantially
the following form:

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

                                        [                          ],
                                         --------------------------
                                        as Trustee


                                        By:
                                            ------------------------------------
                                            Authorized Officer

                                  ARTICLE THREE
                                 THE SECURITIES

Section 3.1. Amount Unlimited; Issuable in Series.

     The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

                                       22



     The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth, or determined
in the manner provided, in an Officer's Certificate, or established in one or
more indentures supplemental hereto, prior to the issuance of Securities of any
series,

          (1) the title of the Securities of the series (which shall distinguish
     the Securities of the series from all other Securities and which may be
     part of a series of Securities previously issued);

          (2) any limit upon the aggregate principal amount of the Securities of
     the series which may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of the
     series pursuant to Sections 3.4, 3.5, 3.6, 9.6 or 11.7 and except for any
     Securities which, pursuant to Section 3.3, are deemed never to have been
     authenticated and delivered hereunder);

          (3) the Person to whom any interest on a Security of the series 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;

          (4) the date or dates on which the principal of the Securities of the
     series is payable or the method of determination thereof;

          (5) the rate or rates at which the Securities of the series shall bear
     interest, if any, or the formula, method or provision pursuant to which
     such rate or rates are determined, the date or dates from which such
     interest shall accrue or the method of determination thereof, the Interest
     Payment Dates on which such interest shall be payable and the Regular
     Record Date for the interest payable on any Interest Payment Date;

          (6) the place or places where, subject to the provisions of Section
     10.2, the principal of and any premium and interest on Securities of the
     series shall be payable, Securities of the series may be surrendered for
     registration of transfer, Securities of the series may be surrendered for
     exchange and notices, and demands to or upon the Company in respect of the
     Securities of the series and this Indenture may be served;

          (7) the period or periods within which, the price or prices at which
     and the terms and conditions upon which Securities of the series may be
     redeemed, in whole or in part, at the option of the Company;

          (8) the obligation, if any, of the Company to redeem or purchase
     Securities of the series pursuant to any sinking fund or analogous
     provisions 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 Securities of the series shall be redeemed or purchased, in
     whole or in part, pursuant to such obligation;

          (9) if other than denominations of $1,000 and any integral multiple
     thereof, the denominations in which Securities of the series shall be
     issuable;

          (10) whether payment of principal of and premium, if any, and
     interest, if any, on the Securities of the series shall be without
     deduction for taxes, assessments or governmental charges paid by Holders of
     the series;

                                       23



          (11) if other than the principal amount thereof, the portion of the
     principal amount of Securities of the series which shall be payable upon
     declaration of acceleration of the Maturity thereof pursuant to Section
     5.2;

          (12) if the amount of payments of principal of and any premium or
     interest on the Securities of the series may be determined with reference
     to an index, the manner in which such amounts shall be determined;

          (13) if and as applicable, that the Securities of the series 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
     Section 3.5 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;

          (14) any deletions from, modifications of or additions to the Events
     of Default set forth in Section 5.1 or the covenants of the Company set
     forth in Article Ten with respect to the Securities of such series;

          (15) whether and under what circumstances the Company will pay
     additional amounts on the Securities of the series held by a Person who is
     not a U.S. person in respect of any tax, assessment or governmental charge
     withheld or deducted and, if so, whether the Company will have the option
     to redeem the Securities of the series rather than pay such additional
     amounts;

          (16) if the Securities of the series are to be issuable in definitive
     form (whether upon original issue or upon exchange of a temporary Security
     of such series) only upon receipt of certain certificates or other
     documents or satisfaction of other conditions, the form and terms of such
     certificates, documents or conditions;

          (17) if the Securities of the series are to be convertible into or
     exchangeable for any other security or property of the Company, including,
     without limitation, securities of another Person held by the Company or its
     Affiliates and, if so, the terms thereof;

          (18) if other than as provided in Sections 13.2 and 13.3, the means of
     defeasance or covenant defeasance as may be specified for the Securities of
     the Series;

          (19) if other than the Trustee, the identity of the initial Security
     Registrar and any initial Paying Agent;

          (20) whether the Securities of the series will be guaranteed pursuant
     to the Guarantee, any modifications to the terms of Article Fourteen
     applicable to the Securities of such series and the applicability of any
     other guarantees; and

          (21) any other terms of the series (which terms shall not be
     inconsistent with the provisions of this Indenture).

     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided in or pursuant to the
Board Resolution referred to above and (subject to Section 3.3) set forth, or
determined in the manner provided, in the Officer's Certificate referred to
above or in any such indenture supplemental hereto.

                                       24



     All Securities of any one series need not be issued at the same time and,
unless otherwise provided, a series may be reopened, without the consent of the
Holders, for increases in the aggregate principal amount of such series of
Securities and issuances of additional Securities of such series or for the
establishment of additional terms with respect to the Securities of such series.

     If any of the terms of the series are established by action taken by or
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by an authorized officer or other authorized person on behalf
of the Company and, if applicable, the Guarantors and delivered to the Trustee
at or prior to the delivery of the Officer's Certificate setting forth, or
providing the manner for determining, the terms of the series.

     With respect to Securities of a series subject to a Periodic Offering, such
Board Resolution or Officer's Certificate may provide general terms for
Securities of such series and provide either that the specific terms of
particular Securities of such series shall be specified in a Company Order or
that such terms shall be determined by the Company and, if applicable, the
Guarantors or one or more agents thereof designated in an Officer's Certificate,
in accordance with a Company Order.

Section 3.2. Denominations.

     The Securities of each series shall be issuable in registered form without
coupons in such denominations as shall be specified as contemplated by Section
3.1. In the absence of any such provisions with respect to the Securities of any
series, the Securities of such series shall be issuable in denominations of
$1,000 and any integral multiple thereof.

Section 3.3. Execution, Authentication, Delivery and Dating.

     The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its Chief Executive Officer, its President, its Chief Financial
Officer or any of its Vice Presidents and need not be attested. The signature of
any of these officers on the Securities may be manual or facsimile. Any
Guarantee endorsed on the Securities shall be executed on behalf of the
applicable Guarantor by its Chairman of the Board, its Chief Executive Officer,
its President, its Chief Financial Officer or any of its Vice Presidents and
need not be attested.

     Securities and any Guarantee bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company or a
Guarantor, as the case may be, shall bind the Company or such Guarantor, as the
case may be, notwithstanding that such 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, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities; provided,
however, that in the case of Securities offered in a Periodic Offering, the
Trustee shall authenticate and deliver such Securities from time to time in
accordance with such other procedures (including, without limitation, the
receipt by the Trustee of oral or electronic instructions from the Company or
its duly authorized agents, thereafter promptly confirmed in writing) acceptable
to the Trustee as may be specified by or pursuant to a Company Order delivered
to the Trustee prior to the time of the first authentication of Securities of
such series. If the forms or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Sections 2.1 and 3.1, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee

                                       25




shall be entitled to receive such documents as it may reasonably request. The
Trustee shall also be entitled to receive, and (subject to Section 6.1) shall be
fully protected in relying upon, an Opinion of Counsel stating,

               (a) if the form or forms of such Securities has been established
          in or pursuant to a Board Resolution as permitted by Section 2.1, that
          each such form has been established in conformity with the provisions
          of this Indenture;

               (b) if the terms of such Securities have been, or in the case of
          Securities of a series offered in a Periodic Offering will be,
          established in or pursuant to a Board Resolution as permitted by
          Section 3.1, that such terms have been, or in the case of Securities
          of a series offered in a Periodic Offering will be, established in
          conformity with the provisions of this Indenture, subject, in the case
          of Securities of a series offered in a Periodic Offering, to any
          conditions specified in such Opinion of Counsel; and

               (c) that such Securities when authenticated and delivered by the
          Trustee and issued by the Company in the manner and subject to any
          conditions and assumptions specified in such Opinion of Counsel, will
          constitute valid and legally binding obligations of the Company and,
          if applicable, the Guarantors, enforceable in accordance with their
          terms, subject to the following limitations: (i) bankruptcy,
          insolvency, moratorium, reorganization, liquidation, fraudulent
          conveyance or transfer and other similar laws of general applicability
          relating to or affecting the enforcement of creditors' rights, or to
          general equity principles, (ii) the availability of equitable remedies
          being subject to the discretion of the court to which application
          therefor is made; and (iii) such other usual and customary matters as
          shall be specified in such Opinion of Counsel.

     If such form or forms or terms have been so established, the Trustee shall
not be required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

     Notwithstanding the provisions of Section 3.1 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officer's Certificate otherwise
required pursuant to Section 3.1 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.

     With respect to Securities of a series offered in a Periodic Offering, the
Trustee may rely, as to the authorization by the Company of any of such
Securities, the form or forms and terms thereof and the legality, validity,
binding effect and enforceability thereof, upon the Opinion of Counsel and the
other documents delivered pursuant to Sections 2.1 and 3.1 and this Section, as
applicable, in connection with the first authentication of Securities of such
series.

     Each Security shall be dated the date of its authentication.

     No Security, nor any Guarantee endorsed thereon, 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 of an
authorized officer, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder and is entitled to the

                                       26



benefits of this Indenture. Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 3.9 for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

Section 3.4. Temporary Securities.

     Pending the preparation of Definitive Securities of any series, the Company
may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the Definitive Securities 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.

     If temporary Securities of any series are issued, the Company will cause
Definitive Securities of that 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 for that series, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor a like principal amount of
Definitive Securities of the same series and tenor of authorized denominations.
Until so exchanged the temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as Definitive Securities
of such series.

Section 3.5. Registration, Registration of Transfer and Exchange.

     The Company shall cause to be kept at the office or agency of the Company
in the Borough of Manhattan, the City of New York or in any other office or
agency of the Company in a Place of Payment required by Section 10.2 a register
(the register maintained in such office being 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 and
of transfers of Securities. The Trustee is hereby appointed as the initial
"Security Registrar" for the purpose of registering Securities and transfers of
Securities as herein provided and its corporate trust office, which, at the date
hereof, is located at [                    ], [New York, New York] [   ], is the
                       --------------------                         ---
initial office or agency in the Borough of Manhattan where the Securities
Register will be maintained. The Company may at any time replace such Security
Registrar, change such office or agency or act as its own Security Registrar.
The Company will give prompt written notice to the Trustee of any change of the
Security Registrar or of the location of such office or agency.

     Upon surrender for registration of transfer of any Security of any series
at the office or agency maintained pursuant to Section 10.2 for such purpose,
the Company and, if applicable, the Guarantors shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities, with an endorsement of the Guarantee,
if applicable, executed by the Guarantors, of the same series and tenor, of any
authorized denominations and of a like aggregate principal amount.

     At the option of the Holder, Securities of any series (except a Global
Security) may be exchanged for other Securities of the same series and tenor, of
any authorized denominations and of a like aggregate principal amount, upon
surrender of the Securities to be exchanged at such office or agency. Whenever

                                       27



any Securities are so surrendered for exchange, the Company and, if applicable,
the Guarantors shall execute and the Trustee shall authenticate and deliver, the
Securities, with an endorsement of the Guarantee, if applicable, executed by the
Guarantors, which the Holder making the exchange is entitled to receive.

     All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company and, if applicable, the
Guarantors evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Securities surrendered upon such registration of transfer
or exchange.

     Every Security presented or surrendered for registration of transfer or for
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 and the Security Registrar duly executed, by the Holder thereof or
his attorney duly authorized in writing.

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.4, 9.6 or 11.7 not involving any transfer.

     The Company shall not be required (i) to issue, register the transfer of or
exchange Securities 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 that series selected for redemption under Section 11.3 and ending
at the close of business on the day of such mailing, or (ii) to register the
transfer of or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.

     Notwithstanding any other provisions of this Indenture and except as
otherwise specified with respect to any particular series of Securities as
contemplated by Section 3.1, a Global Security representing all or a portion of
the Securities of a series may not be transferred, except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for such series or
a nominee of such successor Depositary. Every Security authenticated and
delivered upon registration of, transfer of, or in exchange for or in lieu of, a
Global Security shall be a Global Security except as provided in the two
paragraphs immediately following.

     If at any time the Depositary for any Securities of a series represented by
one or more Global Securities notifies the Company that it is unwilling or
unable to continue as Depositary for such Securities or if at any time the
Depositary for such Securities shall no longer be eligible to continue as
Depositary under Section 1.1 or ceases to be a clearing agency registered under
the Exchange Act, the Company shall appoint a successor Depositary with respect
to such Securities. If a successor Depositary for such Securities is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such ineligibility, the Company's election pursuant to
Section 3.1 that such Securities be represented by one or more Global Securities
shall no longer be effective and the Company and, if applicable, the Guarantors
will execute and the Trustee, upon receipt of a Company Order for the
authentication and delivery of Definitive Securities of such series, will
authenticate and deliver, Securities, with an endorsement of the Guarantee, if
applicable, executed by the Guarantors, of such series in definitive registered
form without coupons, in any authorized denominations, in an aggregate principal
amount equal to the principal amount of the Global Security or Securities
representing such Securities in exchange for such Global Security or Securities
registered in the names of such Persons as the Depositary shall direct.

                                       28



     The Company may at any time and in its sole discretion determine that the
Securities of any series issued in the form of one or more Global Securities
shall no longer be represented by a Global Security or Securities. In such event
the Company and, if applicable, the Guarantors will execute and the Trustee,
upon receipt of a Company Order for the authentication and delivery of the
Definitive Securities of such series, will authenticate and deliver, Securities,
with an endorsement of the Guarantee, if applicable, executed by the Guarantors,
of such series in definitive registered form without coupons, in any authorized
denominations, in an aggregate principal amount equal to the principal amount of
the Global Security or Securities representing such Securities in exchange for
such Global Security or Securities registered in the names of such Persons as
the Depositary shall direct.

     If specified by the Company pursuant to Section 3.1 with respect to
Securities represented by a Global Security, the Depositary for such Global
Security may surrender such Global Security in exchange in whole or in part for
Securities of the same series and tenor in definitive registered form on such
terms as are acceptable to the Company and such Depositary. Thereupon, the
Company and, if applicable, the Guarantors shall execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of Securities in
definitive registered form, shall authenticate and deliver, without service
charge,

          (1) to the Person specified by such Depositary a new Security or
     Securities, with an endorsement of the Guarantee, if applicable, executed
     by the Guarantors, of the same series and tenor, of any authorized
     denominations as requested by such Person, in an aggregate principal amount
     equal to and in exchange for such Person's beneficial interest in the
     Global Security; and

          (2) to such Depositary a new Global Security, with an endorsement of
     the Guarantee, if applicable, executed by the Guarantors, in a denomination
     equal to the difference, if any, between the principal amount of the
     surrendered Global Security and the aggregate principal amount of
     Securities authenticated and delivered pursuant to clause (1) above.

Every Person who takes or holds any beneficial interest in a Global Security
agrees that:

               (a) the Company, the Guarantors (if applicable) and the Trustee
          may deal with the Depositary as sole owner of the Global Security and
          as the authorized representative of such Person;

               (b) such Person's rights in the Global Security shall be
          exercised only through the Depositary and shall be limited to those
          established by law and agreement between such Person and the
          Depositary and/or direct and indirect participants of the Depositary;

               (c) the Depositary and its participants make book-entry transfers
          of beneficial ownership among, and receive and transmit distributions
          of principal and interest on the Global Securities to, such Persons in
          accordance with their own procedures; and

               (d) none of the Company, the Guarantors (if applicable), the
          Trustee, nor any agent of any of them 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.

                                       29



Section 3.6. Mutilated, Destroyed, Lost and Stolen Securities.

     If any mutilated Security is surrendered to the Trustee, together with, in
proper cases, such security or indemnity as may be required by the Company, the
Guarantors (if applicable) or the Trustee to save each of them and any agent of
any of them harmless, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security, with an
endorsement of the Guarantee, if applicable, executed by the Guarantors, of the
same series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

     If there shall be delivered to the Company, the Guarantors (if applicable)
and the Trustee (i) evidence to their satisfaction of the destruction, loss or
theft of any Security and (ii) such security or indemnity as may be required by
them to save each of them and any agent of either 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 and, if applicable, the
Guarantors shall execute and upon its request the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security,
with an endorsement of the Guarantee, if applicable, executed by the Guarantors,
of the same series and of like tenor and principal amount and 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 of any series issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company and, if applicable, the Guarantors,
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 that
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.

Section 3.7. Payment of Interest; Interest Rights Preserved.

     Except as otherwise provided as contemplated by Section 3.1 with respect to
any series of Securities, 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.

     Any interest on any Security of any series 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 Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:

          (1) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Securities of such series (or their
     respective Predecessor Securities) are registered at the close of business
     on a Special Record Date for the payment of such Defaulted

                                       30



     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 of such series 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 days and not 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 series at his 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 so mailed, such Defaulted Interest shall
     be paid to the Persons in whose names the Securities of such series (or
     their respective Predecessor Securities) are registered at the close of
     business 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 of any series 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.

Subject to the foregoing provisions of this Section, each Security delivered
under this Indenture upon registration of 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 3.8. Persons Deemed Owners.

     Except as otherwise provided as contemplated by Section 3.1 with respect to
any series of Securities, prior to due presentment of a Security for
registration of transfer, the Company, the Trustee and, if applicable, the
Guarantors and any agent thereof may treat the Person in whose name such
Security is registered as the owner of such Security for the purpose of
receiving payment of principal of and any premium and (subject to Sections 3.5
and 3.7) any interest on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and none of the Company, the Trustee
nor, if applicable, the Guarantors nor any agent of any of them shall be
affected by notice to the contrary.

     No holder of any beneficial interest in any Global Security held on its
behalf by a Depositary shall have any rights under this Indenture with respect
to such Global Security, and such Depositary may be treated by the Company, the
Trustee, and, if applicable, the Guarantors and any agent of thereof as the
owner of such Global Security for all purposes whatsoever.

Section 3.9. Cancellation.

     All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly canceled by it. The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the

                                       31



Company may have acquired in any manner whatsoever, and may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for cancellation
any Securities previously authenticated hereunder which the Company has not
issued and sold, and all Securities so delivered shall be promptly canceled by
the Trustee. No Securities shall be authenticated in lieu of or in exchange for
any Securities canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Securities held by the Trustee shall
be disposed of in accordance with its customary practices, and the Trustee shall
thereafter deliver to the Company a certificate with respect to such
disposition.

Section 3.10. Computation of Interest.

     Except as otherwise specified as contemplated by Section 3.1 for Securities
of any series, interest on the Securities of each series shall be computed on
the basis of a year of twelve 30-day months.

Section 3.11. CUSIP or CINS Numbers.

     The Company in issuing the Securities may use "CUSIP" or "CINS" numbers (if
then generally in use, and in addition to the other identification numbers
printed on the Securities), and, if so, the Trustee shall use "CUSIP" or "CINS"
numbers in notices of redemption as a convenience to Holders; provided, however,
that any such notice may state that no representation is made as to the
correctness of such "CUSIP" or "CINS" numbers either as printed on the
Securities or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on the Securities,
and any such redemption shall not be affected by any defect in or omission of
such "CUSIP" or "CINS" numbers.

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

Section 4.1. Satisfaction and Discharge of Indenture.

     This Indenture shall cease to be of further effect with respect to the
Securities of any series (except as to any surviving rights of registration of
transfer or exchange of Securities herein expressly provided for), and the
Trustee, upon Company Request and at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
with respect to such Securities, when:

          (1) either

               (a) all such Securities theretofore authenticated and delivered
          (other than (i) such Securities which have been destroyed, lost or
          stolen and which have been replaced or paid as provided in Section
          3.6, and (ii) such Securities for whose payment money 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 Section 1.3) have been delivered to the Trustee for
          cancellation; or

               (b) all such Securities not theretofore delivered to the Trustee
          for cancellation

                    (1) have become due and payable, or

                    (2) will become due and payable at their Stated Maturity
               within one year, or

                                       32



                    (3) 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 (1), (2) or (3) above, has deposited
          or caused to be deposited with the Trustee as trust funds in trust for
          such purpose an amount sufficient to pay and discharge the entire
          indebtedness on such Securities not theretofore delivered to the
          Trustee for cancellation, for principal (and premium, if any) and
          interest to 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 such Securities; 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 such Securities have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture with respect to
the Securities of any series, (x) the obligations of the Company to the Trustee
under Section 6.7, the obligations of the Trustee to any Authenticating Agent
under Section 6.14 and the right of the Trustee to resign under Section 6.10
shall survive, and (y) if money shall have been deposited with the Trustee
pursuant to subclause (B) of clause (1) of this Section, the obligations of the
Company and the Trustee under Section 4.2, 6.6 and 10.2 and the last paragraph
of Section 10.3 shall survive.

Section 4.2. Application of Trust Money.

     Subject to the provisions of the last paragraph of Section 10.3, all money
deposited with the Trustee pursuant to Section 4.1 shall be held in trust and
applied by it, in accordance with the provisions of the Securities 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 any premium and
interest for whose payment such money has been deposited with the Trustee.

                                  ARTICLE FIVE
                                    REMEDIES

Section 5.1. Events of Default.

     "Event of Default", wherever used herein with respect to Securities of any
series, means 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):

          (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 (whether or not such payment is prohibited by the
     provisions of Article Fifteen hereof); or

          (2) default in the payment of the principal of (or premium, if any,
     on) any Security of that series at its Maturity (whether or not such
     payment is prohibited by the provisions of Article Fifteen hereof); or

                                       33



          (3) default in the performance, or breach, of any covenant set forth
     in Article X in this Indenture (other than a covenant a default in whose
     performance or whose 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 90 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) default in the performance, or breach, of any covenant in this
     Indenture (other than a covenant in Article X or any other covenant a
     default in whose performance or whose 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 180 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

          (5) 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

          (6) 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
     consecutive days; or

          (7) default in the deposit of any sinking fund payment when due; or

          (8) any other Event of Default provided with respect to Securities of
     that series in accordance with Section 3.1.

Section 5.2. 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 the Trustee or the
Holders of a specified percentage in aggregate principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
the Securities of that series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of that series)
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. Notwithstanding the foregoing, if an Event
of Default specified in clause (5) or (6) of Section 5.1 occurs, the Securities
of any series at the time Outstanding shall be due and payable immediately
without further action or notice.

     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 Five provided, the Holders of a majority in principal amount of the

                                       34



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 or, if applicable, one or more of the Guarantors has
     paid or deposited with the Trustee a sum sufficient to pay:

               (a) all overdue interest on all Securities of that series,

               (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,

               (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

          (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 5.13.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

Section 5.3. 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 when such interest becomes due and payable and such default
     continues for a period of 60 days (whether or not such payment is
     prohibited by the provisions of Article Fifteen herof), or

          (2) default is made in the payment of the principal of (or premium, if
     any, on) any Security at the Maturity thereof (whether or not such payment
     is prohibited by the provisions of Article Fifteen hereof),

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and any premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, 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.

     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 of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or, if applicable, the Guarantors or any other obligor upon
such Securities and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property

                                       35



of the Company or, if applicable, the Guarantors or any other obligor upon such
Securities, wherever situated.

     If an Event of Default with respect to Securities of any series 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 5.4. 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, if applicable, any Guarantor or
any other obligor upon the Securities, their property 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
or, if applicable, the Guarantors for the payment of overdue principal or
interest) shall be entitled and empowered, by intervention in such proceeding 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 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 custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, if the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due 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 6.7.

     No provision of this Indenture 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, compromise, arrangement, adjustment or composition affecting the
Securities or, if applicable, the Guarantee 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; provided, however, that the Trustee may, on behalf of the
Holders, vote for the election of a trustee in bankruptcy or similar official
and be a member of a creditors' or other similar committee.

Section 5.5. Trustee May Enforce Claims Without Possession of Securities.

     All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the 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, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.

                                       36



Section 5.6. Application of Money Collected.

     Any money collected by the Trustee pursuant to this Article Five 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 any premium
or interest, upon presentation of the Securities 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
          6.7;

          SECOND: Subject to Article Fifteen, to the payment of the amounts then
     due and unpaid for principal of and any premium and interest on the
     Securities 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 any premium and interest, respectively; and

          THIRD: The balance, if any, to the Company.

Section 5.7. 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
(including, if applicable, the Guarantee), 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 the Securities of that
     series;

          (2) the Holders of not less than 25% in principal amount of the
     Outstanding Securities of that 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 that series;

it being understood and intended that no one or more of such Holders 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 of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all such
Holders.

Section 5.8. Unconditional Right of Holders to Receive Principal, Premium and
Interest.

     Notwithstanding any other provision 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 any premium and (subject to Sections 3.5 and
3.7) interest on such Security on the Stated Maturity or Maturities expressed

                                       37



in such Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

Section 5.9. 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, subject to any determination in
such proceeding, the Company, the Guarantors, the Trustee and the Holders shall
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 5.10. Rights and Remedies Cumulative.

     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
3.6, 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 5.11. Delay or Omission Not Waiver.

     To fullest extent permitted by applicable law, no delay or omission of the
Trustee or of any Holder of any Securities 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 Five 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 5.12. 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, however, that:

          (1) such direction shall not be in conflict with any rule of law or
     with this Indenture;

          (2) the Trustee may take any other action deemed proper by the Trustee
     which is not inconsistent with such direction; and

          (3) subject to the provisions of Section 6.1, the Trustee shall have
     the right to decline to follow any such direction if the Trustee in good
     faith shall determine that the proceeding so directed would involve the
     Trustee in personal liability.

                                       38



Section 5.13. 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:

          (1) a continuing default in the payment of the principal of or any
     premium or interest on any Security of such series, or

          (2) a default 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 5.14. Undertaking for Costs.

     All parties to this Indenture agree, and each Holder of any Security by his
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,
suffered or omitted by it as Trustee, the filing by any party litigant, other
than the Trustee, 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 (1) the provisions of this Section 5.14 shall not apply to any
suit instituted by the Company, to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of the Outstanding Securities of any series,
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 Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

Section 5.15. Waiver of Stay or Extension Laws.

     Each of the Company and the Guarantors 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 each of the
Company and the Guarantors (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.

                                   ARTICLE SIX
                                   THE TRUSTEE

Section 6.1. Certain Duties and Responsibilities.

               (a) Except during the continuance of an Event of Default,

                                       39



                    (1) the Trustee undertakes to perform such duties and only
               such duties as are specifically set forth in this Indenture and
               as are provided by the Trust Indenture Act, and, except for
               implied covenants or obligations under the Trust Indenture Act,
               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 has occurred and is continuing,
          the Trustee shall exercise 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,
               given pursuant to Section 5.12, 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
               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.

                                       40



Section 6.2. Notice of Defaults.

     Within 90 days after the occurrence of any Default hereunder with respect
to the Securities of any series, the Trustee shall transmit by mail to all
Holders of Securities 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 any premium or
interest on any Security of such series or in the payment of any sinking fund
installment with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Holders of Securities of such series; and,
provided, further, that in the case of any Default of the character specified in
Section 5.1(3) with respect to Securities of such series, no such notice to
Holders shall be given until at least 90 days after the occurrence thereof and
that in the case of any Default of the character specified in Section 5.1(4)
with respect to Securities of such series, no such notice to Holders shall be
given until at least 180 days after the occurrence thereof.

Section 6.3. Certain Rights of Trustee.

Subject to the provisions of Section 6.1:

               (a) the Trustee may conclusively rely and shall be fully
          protected in acting or refraining from acting upon any resolution,
          certificate, statement, instrument, opinion, report, notice, request,
          direction, consent, order, bond, debenture, note, other evidence of
          indebtedness 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 or a Guarantor
          mentioned herein shall be sufficiently evidenced by a Company Request
          or Company Order (other than delivery of any Security to the Trustee
          for authentication and delivery pursuant to Section 3.3, which shall
          be sufficiently evidenced as provided therein) 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) shall be
          entitled to receive and 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;

                                       41



               (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, bond, debenture, note, other evidence of indebtedness 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 and shall not be responsible
          for the supervision of officers and employees of such agents or
          attorneys;

               (h) the Trustee may request that the Company and, if applicable,
          the Guarantors 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 this 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 previously delivered and not superseded; and

               (i) the Trustee shall be entitled to the rights and protections
          afforded to the Trustee pursuant to this Article Six in acting as a
          Paying Agent or Security Registrar hereunder.

Section 6.4. Not Responsible for Recitals or Issuance of Securities.

     The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company
or, if applicable, the Guarantors, and the Trustee or any Authenticating Agent
assumes no responsibility for their correctness. Neither the Trustee nor any
Authenticating Agent makes any representations as to the validity or sufficiency
of this Indenture or of the Securities. The Trustee or any Authenticating Agent
shall not be accountable for the use or application by the Company of Securities
or the proceeds thereof.

Section 6.5. May Hold Securities.

     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company or, if applicable, any Guarantor, in
its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 310(b) and 311 of the Trust Indenture Act
and Sections 6.8, 6.9 and 6.13, may otherwise deal with the Company or, if
applicable, the Guarantors with the same rights it would have if it were not
Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other
agent.

Section 6.6. Money Held in Trust.

     Money held by the Trustee in trust hereunder 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 in writing with the Company or, if applicable, one or more of the
Guarantors.

                                       42



Section 6.7. 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);

          (2) except as otherwise 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 each of the Trustee and its officers, directors,
     agents and employees for, and to hold it harmless against, any loss,
     liability or expense incurred without negligence or willful misconduct on
     its part, arising out of or in connection with the acceptance or
     administration of the trust or trusts hereunder, 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.

     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.

     Without limiting any rights available to the Trustee under applicable law,
when the Trustee incurs expenses or renders services in connection with an Event
of Default specified in Section 5.1(5) or Section 5.1(6), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services of the Trustee are intended to constitute expenses
of administration under any applicable Bankruptcy Law.

     The provisions of this Section 6.7 shall survive the satisfaction and
discharge of this Indenture and the defeasance of the Securities.

Section 6.8. Disqualification; Conflicting Interests.

     Reference is made to Section 310(b) of the Trust Indenture Act. There shall
be excluded from the operation of Section 310(b)(1) of the Trust Indenture Act
this Indenture with respect to the Securities of more than one series.

Section 6.9. Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee hereunder which shall be a
corporation 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 exercise corporate trust powers, having a combined capital and surplus
required by the Trust Indenture Act, subject to supervision or examination by
Federal or State authority. If such corporation 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 corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. The
Trustee shall not be an obligor upon the Securities or an

                                       43



Affiliate thereof. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article Six.

Section 6.10. 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 in
          accordance with the applicable requirements of Section 6.11.

               (b) The Trustee may resign at any time with respect to the
          Securities of one or more series by giving written notice thereof to
          the Company. If the instrument of acceptance by a successor Trustee
          required by Section 6.11 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 at any time with respect to the
          Securities of any series by Act of the Holders of a majority in
          principal amount of the Outstanding Securities of such 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 after written request therefor by the
               Company or by any Holder who has been a bona fide Holder of a
               Security for at least six months, or

                    (2) the Trustee shall cease to be eligible under Section 6.9
               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 or 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 all Securities,
               or (ii) subject to Section 5.14, any Holder who has been a bona
               fide Holder of a Security for at least six months may, on behalf
               of himself and all others similarly situated, petition any court
               of competent jurisdiction for the removal of the Trustee with
               respect to all Securities and the appointment of a successor
               Trustee or Trustees.

               (e) If the Trustee shall resign, be removed or become incapable
          of acting, or if a vacancy shall occur in the office of Trustee for
          any cause, with respect to the Securities of one or more series, the
          Company, by a Board Resolution, shall promptly appoint a successor
          Trustee or Trustees with respect to the Securities of that or those
          series (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 any particular series) and shall comply
          with the applicable requirements of Section 6.11. If, within one year
          after such

                                       44



          resignation, removal or incapability, or the occurrence of such
          vacancy, a successor Trustee with respect to the Securities of any
          series 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 in accordance with the applicable requirements of Section
          6.11, become the successor Trustee with respect to the Securities of
          such series and to that extent supersede the successor Trustee
          appointed by the Company. If no successor Trustee with respect to the
          Securities of any series shall have been so appointed by the Company
          or the Holders and accepted appointment in the manner required by
          Section 6.11, any Holder who has been a bona fide Holder of a Security
          of such series for at least six 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 the Securities of such series.

               (f) The Company shall give notice of each resignation and each
          removal of the Trustee with respect to the Securities of any series
          and each appointment of a successor Trustee with respect to the
          Securities of any series to all Holders of Securities of such series
          in the manner provided in Section 1.7. Each notice shall include the
          name of the successor Trustee with respect to the Securities of such
          series and the address of its Corporate Trust Office.

Section 6.11. Acceptance of Appointment by Successor.

               (a) In case of the appointment hereunder of a successor Trustee
          with respect to all Securities, every such successor Trustee so
          appointed shall execute, acknowledge and deliver to the Company, the
          Guarantors (if applicable) and to the retiring Trustee an instrument
          accepting such appointment, and thereupon the resignation or removal
          of the retiring Trustee shall become effective and such successor
          Trustee, without any further act, deed or conveyance, shall become
          vested with all the rights, powers, trusts and duties of the retiring
          Trustee; but, on the request of the Company or, if applicable, any
          Guarantor or the successor Trustee, such retiring Trustee shall, upon
          payment of its charges, execute and deliver an instrument transferring
          to such successor Trustee all the rights, powers and trusts of the
          retiring Trustee and shall duly assign, transfer and deliver to such
          successor Trustee all property and money held by such retiring Trustee
          hereunder.

               (b) 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 Guarantors (if applicable), the retiring Trustee and
          each successor Trustee with respect to the Securities of one or more
          series shall execute and deliver an indenture supplemental hereto
          wherein each successor Trustee shall accept such appointment and which
          (1) shall contain such provisions as shall be necessary or desirable
          to transfer and confirm to, and to 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, (2) 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 retiring Trustee
          with respect to the Securities of that or those series as to which the
          retiring Trustee is not retiring shall continue to be vested in the
          retiring Trustee, and (3) shall 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,
          it being understood that nothing herein or in such supplemental
          indenture shall constitute such Trustees co-

                                       45



          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; and upon the
          execution and delivery of such supplemental indenture the resignation
          or removal of the retiring Trustee shall become effective to the
          extent provided therein and each such successor Trustee, without any
          further act, deed or conveyance, shall become vested with 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; but, on request of the Company, any
          Guarantor (if applicable) or any successor Trustee, such retiring
          Trustee shall duly assign, transfer and deliver to such successor
          Trustee all property and money held by such retiring Trustee hereunder
          with respect to the Securities of that or those series to which the
          appointment of such successor Trustee relates.

               (c) Upon request of any such successor Trustee, the Company and,
          if applicable, the Guarantors shall execute any and all instruments
          for more fully and certainly vesting in and confirming to such
          successor Trustee all such rights, powers and trusts referred to in
          paragraph (a) or (b) of this Section, as the case may be.

               (d) No successor Trustee shall accept its appointment unless at
          the time of such acceptance such successor Trustee shall be qualified
          and eligible under this Article and the Trust Indenture Act.

Section 6.12. Merger, Conversion, Consolidation or Succession to Business.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article Six,
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 6.13. Preferential Collection of Claims Against Company.

     Reference is made to Section 311 of the Trust Indenture Act. For purposes
of Section 311(b) of the Trust Indenture Act,

          (1) the term "cash transaction" means any transaction in which full
     payment for goods or securities sold is made within seven days after
     delivery of the goods or securities in currency or in checks or other
     orders drawn upon banks or bankers and payable upon demand;

          (2) the term "self-liquidating paper" means any draft, bill of
     exchange, acceptance or obligation which is made, drawn, negotiated or
     incurred by the Company or, if applicable, any Guarantor for the purpose of
     financing the purchase, processing, manufacturing, shipment, storage or
     sale of goods, wares or merchandise and which is secured by documents
     evidencing title to, possession of, or a lien upon, the goods, wares or
     merchandise or the receivables or proceeds arising from the sale of the
     goods, wares or merchandise previously constituting the security, provided
     the security is received by the Trustee simultaneously with the creation of
     the

                                       46



     creditor relationship with the Company or, if applicable, such Guarantor
     arising from the making, drawing, negotiating or incurring of the draft,
     bill of exchange, acceptance or obligation.

Section 6.14. Appointment of Authenticating Agent.

     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
3.6, and Securities 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 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
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 corporation 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 Authenticating Agent,
having a combined capital and surplus of not less than $100,000,000 and 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 this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation 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, provided such corporation 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 to the Company and, if applicable, the Guarantors.
The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the Company
and, if applicable, the Guarantors. 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 may appoint a successor Authenticating Agent which shall be
acceptable to the Company and, if applicable, the Guarantors and shall mail
written notice of such appointment by first-class mail, postage prepaid, to all
Holders of Securities of the series with respect to which such Authenticating
Agent will serve, 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.

     Except with respect to an Authenticating Agent appointed at the request of
the Company or, if applicable, the Guarantors, the Trustee agrees to pay to each
Authenticating Agent from time to time reasonable compensation for its services
under this Section 6.14, and the Trustee shall be entitled to be

                                       47



reimbursed by the Company or, if applicable, the Guarantors for such payments,
subject to the provisions of Section 6.7.

     If an appointment with respect to one or more series is made pursuant to
this Section 6.14, 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

                                  ARTICLE SEVEN
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.1. Company to Furnish Trustee Names and Addresses of Holders.

     The Company will furnish or cause to be furnished to the Trustee:

               (a) semi-annually, not more than 15 days after each Regular
          Record Date for a series of Securities, a list for such 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
          such Regular Record Date, and

               (b) 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, however, that if
          and so long as the Trustee shall be the Security Registrar, no such
          list need be furnished with respect to such series of Securities.

Section 7.2. Preservation of Information; Communications to Holders.

               (a) The Trustee shall preserve, in as current a form as is
          reasonably practicable, the names and addresses of Holders contained
          in the most recent list furnished to the Trustee as provided in
          Section 7.1 and the names and addresses of Holders received by the
          Trustee in its capacity as Security Registrar. The Trustee may destroy
          any list furnished to it as provided in Section 7.1 upon receipt of a
          new list so furnished.

               (b) If three or more Holders (herein 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 for a period of at
          least six months preceding the date of such application, and such
          application states that the applicants desire to communicate with
          other Holders with respect to their rights under this Indenture or
          under the Securities

                                       48



          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 five 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
               7.2(a), or

                    (ii) inform such applicants as to the approximate number of
               Holders whose names and addresses appear in the information
               preserved at the time by the Trustee in accordance with Section
               7.2(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.

               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 whose name and address appear in
          the information preserved at the time by the Trustee in accordance
          with Section 7.2(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 five 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
          interest of the Holders 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 such
          Holders 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, the Guarantors (if applicable) and the
          Trustee that none of the Company, the Guarantors (if applicable) nor
          the Trustee nor any agent of any of them shall be held accountable by
          reason of the disclosure of any such information as to the names and
          addresses of the Holders in accordance with Section 7.2(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 7.2(b).

                                       49



Section 7.3. Reports by Trustee.

     Any Trustee's report required pursuant to Section 313(a) of the Trust
Indenture Act shall be dated as of May 15, and shall be transmitted within 60
days after May 15 of each year (but in all events at intervals of not more than
12 months), commencing with the year 2003, by mail to all Holders, as their
names and addresses appear in the Security Register. 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 any Securities are listed, with the Commission
and with the Company. The Company will notify the Trustee when any Securities
are listed on any stock exchange.

Section 7.4. Reports by Company.

     The Company shall:

               (a) 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 Exchange Act; or, if the Company is not required
          to file information, documents or reports pursuant to either of said
          Sections, then it shall 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 Exchange Act 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;

               (b) 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

               (c) 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 clauses
          (a) and (b) of this Section as may be required by rules and
          regulations prescribed from time to time by the Commission.

                                 ARTICLE EIGHT
                  CONSOLIDATION, AMALGAMATION, MERGER AND SALE

Section 8.1. Company May Consolidate, Etc., Only on Certain Terms.

     The Company shall not consolidate or merge with or into any other Person or
sell, convey, transfer, lease or otherwise dispose of all or substantially all
of the properties and assets of the Company and, if applicable, the Guarantors
on a consolidated basis to any other Person unless:

          (1) the Person formed by such consolidation or merger (if other than
     the Company) or the Person which acquires by sale, conveyance, transfer or
     other disposition, or which leases, such properties and assets shall be a
     corporation and shall expressly assume, by an indenture

                                       50



     supplemental hereto, executed and delivered to the Trustee, in form
     satisfactory to the Trustee, the due and punctual payment of the principal
     of and any premium and interest on all the Securities and the performance
     or observance of every other covenant of this Indenture on the part of the
     Company to be performed or observed and shall have expressly provided for
     conversion rights in respect of any series of Outstanding Securities with
     conversion rights;

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

          (3) the Company has delivered to the Trustee an Officer's Certificate
     and an Opinion of Counsel, each stating that such consolidation,
     amalgamation, merger, conveyance, sale, transfer or lease and such
     supplemental indenture, if any, comply with this Article Eight and that all
     conditions precedent herein provided for relating to such transaction have
     been complied with.

Section 8.2. Successor Substituted.

     Upon any consolidation or merger of the Company with or into any other
Person or any sale, conveyance, transfer, lease or other disposition of all or
substantially all of the properties and assets of the Company and, if
applicable, the Guarantors on a consolidated basis in accordance with Section
8.1, the successor or resulting Person formed by or resulting upon such
consolidation or merger (if other than the Company) or to which such sale,
conveyance, transfer, lease or other disposition 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
as the Company herein, and thereafter, except in the case of a lease, the
predecessor Company and each of the Guarantors shall be relieved of all
obligations and covenants under this Indenture and the Securities.

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

Section 9.1. Supplemental Indentures Without Consent of Holders.

     Without the consent of any Holders, the Company, when authorized by a Board
Resolution, the Guarantors 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, 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; or

          (2) to evidence the succession of another Person to the Guarantor and
     the assumption by any such successor of the Guarantee of the Guarantor
     herein and, to the extent applicable, endorsed upon any Securities; or

          (3) to add to the covenants of the Company such further covenants,
     restrictions, conditions or provisions as the Company shall consider to be
     appropriate for the benefit of the Holders of all or any series of
     Securities (and if such covenants, restrictions, conditions or provisions
     are to be for the benefit of less than all series of Securities, stating
     that such covenants are expressly being included solely for the benefit of
     such series) or to surrender any right or power herein conferred upon the
     Company and to make the occurrence, or the occurrence and continuance, of a
     Default in any such additional covenants, restrictions, conditions or
     provisions an Event of Default permitting the enforcement of all or any of
     the several remedies provided in

                                       51



     this Indenture as herein set forth; provided, that in respect of any such
     additional covenant, restriction, condition or provision such supplemental
     indenture may provide for a particular period of grace after default (which
     period may be shorter or longer than that allowed in the case of other
     defaults) or may provide for an immediate enforcement upon such an Event of
     Default or may limit the remedies available to the Trustee upon such an
     Event of Default or may limit the right of the Holders of a majority in
     aggregate principal amount of the Securities of such series to waive such
     an Event of Default; or

          (4) to add any additional Defaults or Events of Default in respect of
     all or any series of Securities; or

          (5) to add to, change or eliminate any of the provisions of this
     Indenture to such extent as shall be necessary to permit or facilitate the
     issuance of Securities in bearer form, registrable or not registrable as to
     principal, and with or without interest coupons; or

          (6) to change or eliminate any of the provisions of this Indenture,
     provided that any such change or elimination shall become effective only
     when there is no Security Outstanding of any series created prior to the
     execution of such supplemental indenture which is entitled to the benefit
     of such provision; or

          (7) to secure the Securities of any series; or

          (8) to establish the form or terms of Securities of any series as
     permitted by Sections 2.1 and 3.1, including to reopen any series of any
     Securities as permitted under Section 3.1; or

          (9) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Securities of one or
     more series 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 the requirements
     of Section 6.11(b); or

          (10) to cure any ambiguity, to correct or supplement any provision
     herein which may be inconsistent with any other provision herein, to comply
     with any applicable mandatory provision of law or to make any other
     provisions with respect to matters or questions arising under this
     Indenture which shall not adversely affect the interests of the Holders of
     Securities of any series in any material respect; or

          (11) to modify, eliminate or add to the provisions of 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 federal
     statute subsequently enacted, and to add to this Indenture such other
     provisions as may be expressly required under the Trust Indenture Act.

     The Trustee is hereby authorized to join with the Company and any Guarantor
in the execution of any such supplemental indenture, to make any further
appropriate agreements and stipulations which may be therein contained and to
accept the conveyance, transfer, assignment, mortgage, charge or pledge of any
property thereunder, but the Trustee 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.

                                       52



Section 9.2. Supplemental Indentures with Consent of Holders.

     With the consent of the Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities of all series affected by such
supplemental indenture, by Act of said Holders delivered to the Company, the
Guarantors and the Trustee, the Company, when authorized by a Board Resolution,
the Guarantor and the Trustee may enter into an indenture or indentures
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 Securities of 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 Stated Maturity of the principal of, or any installment
     of principal of or interest on, any Security, or reduce the principal
     amount thereof or the rate of interest thereon or any premium payable upon
     the redemption thereof, or reduce the amount of the principal of an
     Original Issue Discount Security that would be due and payable upon a
     declaration of acceleration of the Maturity thereof pursuant to Section
     5.2, or change any Place of Payment where, or the coin or currency in
     which, any Security or any premium or the interest thereon is payable, or
     impair the right to institute suit for the enforcement of any such payment
     on or after the Stated Maturity thereof (or, in the case of redemption, on
     or after the Redemption Date), 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

          (3) modify any of the provisions of this Section 9.2, Section 5.13 or
     Section 10.6, 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, provided, however, that this clause (3) shall not be deemed to
     require the consent of any Holder with respect to changes in the references
     to "the Trustee" and concomitant changes in this Section, or the deletion
     of this proviso, in accordance with the requirements of Sections 6.11(b)
     and 9.1(9).

     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 9.2 to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

Section 9.3. 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 6.1) 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

                                       53



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 9.4. Effect of Supplemental Indentures.

     Upon the execution of any supplemental indenture under this Article Nine,
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 theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

Section 9.5. Conformity with Trust Indenture Act.

     Every supplemental indenture executed pursuant to this Article Nine shall
conform to the requirements of the Trust Indenture Act as then in effect.

Section 9.6. Reference in Securities to Supplemental Indentures.

     Securities of any series authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article Nine may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee 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 and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

                                   ARTICLE TEN
                                    COVENANTS

Section 10.1. Payment of Principal, Premium and Interest.

     The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any premium
and interest on the Securities of that series in accordance with the terms of
the Securities and this Indenture.

Section 10.2. Maintenance of Office or Agency.

     The Company will maintain an office or agency where Securities of that
series may be presented or surrendered for payment, where Securities of that
series may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities of that
series and this Indenture may be served. The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such
required 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 Corporate Trust Office of the Trustee.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations. The Company will give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other office or agency.

     Except as otherwise specified with respect to a series of Securities as
contemplated by Section 301, the Company hereby initially designates as the
Place of Payment for each series of Securities The

                                       54



City and State of New York, and initially appoints the Trustee at its Corporate
Trust Office as the Company's office or agency for each such purpose in such
city.

Section 10.3. Money for Securities Payments to Be Held in Trust.

     If the Company shall at any time act as its own Paying Agent, with respect
to any series of Securities, it will, on or before each due date of the
principal of and any premium or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium and 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 any premium
or interest on any Securities of that series, deposit with a Paying Agent a sum
sufficient to pay the principal and any premium or interest so becoming due,
such sum to be held in trust for the benefit of the Persons entitled to such
principal, premium 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.
For purposes of this Section 10.3, should a due date for principal of and any
premium or interest on, or sinking fund payment with respect to any series of
Securities not be on a Business Day, such payment shall be due on the next
Business Day without any interest for the period from the due date until such
Business Day.

     The Company will cause each Paying Agent for any series of Securities other
than the Trustee 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 the principal of and
     any premium or interest on Securities of that 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;

          (2) give the Trustee notice of any Default by the Company (or any
     other obligor upon the Securities of that series) in the making of any
     payment of principal and any premium or interest on the Securities of that
     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 and, if applicable, the Guarantors may at any time, for the
purpose of obtaining the satisfaction and discharge of this Indenture or for any
other purpose, pay, or by Company Order direct any Paying Agent to pay, to the
Trustee all sums held in trust by the Company or such Paying Agent, 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.

     Subject to any applicable escheat or abandoned property laws, 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 any premium or interest on any
Security of any series and remaining unclaimed for one year after such principal
and any premium 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

                                       55



liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published
once, in a newspaper published in the English language, customarily published on
each Business Day and of general circulation in the Borough of Manhattan, The
City of New York, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Company.

Section 10.4. Existence.

     Subject to Article Eight, the Company and, if any Securities of a series to
which Article Fourteen has been made applicable are Outstanding, each Guarantor
will do or cause to be done all things necessary to preserve and keep in full
force and effect its existence, rights (charter and statutory) and franchises;
provided, however, that the Company and, if applicable, each Guarantor shall not
be required to preserve any such right or franchise if the Board of Directors
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company or such Guarantor, as the case may be.

Section 10.5. Statement by Officers as to Default.

     Annually, within 150 days after the close of each fiscal year beginning
with the first fiscal year during which one or more series of Securities are
Outstanding, the Company and, if any Securities of a series to which Article
Fourteen has been made applicable are Outstanding, each Guarantor will deliver
to the Trustee a brief certificate (which need not include the statements set
forth in Section 1.3) from the principal executive officer, principal financial
officer or principal accounting officer of the Company and, if applicable, such
Guarantor as to his or her knowledge of the Company's or such Guarantor's, as
the case may be, compliance (without regard to any period of grace or
requirement of notice provided herein) with all conditions and covenants under
the Indenture and, if the Company or such Guarantor, as the case may be, shall
be in Default, specifying all such Defaults and the nature and status thereof of
which such officer has knowledge.

Section 10.6. Waiver of Certain Covenants.

     The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Section 10.4 with respect to the Securities
of any series if before the time for such compliance the Holders of at least a
majority in aggregate principal amount of the Outstanding Securities of all
affected series (voting as one class) shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

     A waiver which changes or eliminates any term, provision or condition 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 term, provision or
condition, shall be deemed not to affect the rights under this Indenture of the
Holders of Securities of any other series.

                                       56



Section 10.7. Additional Amounts.

     If the Securities of a series provide for the payment of additional amounts
(as provided in Section 3.1(15)), at least 10 days prior to the first Interest
Payment Date with respect to that series of Securities and at least 10 days
prior to each date of payment of principal of, premium, if any, or interest on
the Securities of that series if there has been a change with respect to the
matters set forth in the below-mentioned Officer's Certificate, the Company
shall furnish to the Trustee and the principal Paying Agent, if other than the
Trustee, an Officer's Certificate instructing the Trustee and such Paying Agent
whether such payment of principal of, premium, if any, or interest on the
Securities of that series shall be made to holders of the Securities of that
series without withholding or deduction for or on account of any tax, assessment
or other governmental charge described in the Securities of that series. If any
such withholding or deduction shall be required, then such Officer's Certificate
shall specify by country the amount, if any, required to be withheld or deducted
on such payments to such holders and shall certify the fact that additional
amounts will be payable and the amounts so payable to each holder, and the
Company shall pay to the Trustee or such Paying Agent the additional amounts
required to be paid by this Section. The Company covenants to indemnify the
Trustee and any Paying Agent for, and to hold them harmless against, any loss,
liability or expense reasonably incurred without negligence or bad faith on
their part arising out of or in connection with actions taken or omitted by any
of them in reliance on any Officer's Certificate furnished pursuant to this
Section 10.7.

     Whenever in this Indenture there is mentioned, in any context, the payment
of the principal of or any premium, interest or any other amounts on, or in
respect of, any Securities of any series, such mention shall be deemed to
include mention of the payment of additional amounts provided by the terms of
such series established hereby or pursuant hereto to the extent that, in such
context, additional amounts are, were or would be payable in respect thereof
pursuant to such terms, and express mention of the payment of additional amounts
(if applicable) in any provision hereof shall not be construed as excluding the
payment of additional amounts in those provisions hereof where such express
mention is not made.

                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

Section 11.1. Applicability of Article.

     Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 3.1 for Securities of any series) in
accordance with this Article Eleven.

Section 11.2. Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution. In case of any redemption at the election of the Company of
less than all the Securities of any series, the Company shall, at least 15 days
prior to the last date for the giving of notice of such redemption (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 to be
redeemed and, if applicable, of the tenor of the Securities to be redeemed. In
the case of any redemption of Securities (a) prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture or (b) pursuant to an election of the Company that
is subject to a condition specified in the terms of the Securities of the series
to be redeemed, the Company shall furnish the Trustee with an Officer's
Certificate evidencing compliance with such restriction or condition.

                                       57



Section 11.3. Selection by Trustee of Securities to Be Redeemed.

     If less than all the Securities of any series are to be redeemed (unless
all of the Securities of such series and of a specified tenor are to be
redeemed), the particular Securities to be redeemed shall be selected not more
than 45 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series.

     The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed. If the Securities of
any series to be redeemed consist of Securities having different dates on which
the principal is payable or different rates of interest, or different methods by
which interest may be determined or have any other different tenor or terms,
then the Company may, by written notice to the Trustee, direct that the
Securities of such series to be redeemed shall be selected from among the groups
of such Securities having specified tenor or terms and the Trustee shall
thereafter select the particular Securities to be redeemed in the manner set
forth in the preceding paragraph from among the group of such Securities so
specified.

     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 Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.

Section 11.4. 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 address appearing in the
Security Register.

     All notices of redemption shall state:

          (1) the Redemption Date,

          (2) the Redemption Price, or if not then ascertainable, the manner of
     calculation thereof,

          (3) if less than all the Outstanding Securities of any series are to
     be redeemed, the identification (and, in the case of partial redemption,
     the principal amounts) of the particular 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, if applicable, that
     interest thereon will cease to accrue on and after said date,

          (5) the place or places where such Securities are to be surrendered
     for payment of the Redemption Price, and

          (6) that the redemption is for a sinking fund, if such is the case.

                                       58



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.

Section 11.5. Deposit of Redemption Price.

     Prior to any Redemption Date, the Company shall deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 10.3) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities which
are to be redeemed on that date.

Section 11.6. 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 date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that unless otherwise specified with
respect to Securities of any series as contemplated in Section 3.1, installments
of interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 3.7.

     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 the Redemption Date at the rate prescribed therefor in the
Security.

Section 11.7. Securities Redeemed in Part.

     Any Security which is to be redeemed only in part shall be surrendered at a
Place of Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and tenor, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

                                 ARTICLE TWELVE
                                  SINKING FUNDS

Section 12.1. Applicability of Article.

     The provisions of this Article Twelve shall be applicable to any sinking
fund for the retirement of Securities of a series except as otherwise specified
as contemplated by Section 3.1 for Securities of such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional

                                       59



sinking fund payment." If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 12.2. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series.

Section 12.2. Satisfaction of Sinking Fund Payments with Securities.

     The Company (a) may deliver Outstanding Securities of a series (other than
any previously called for redemption) and (b) may apply as a credit Securities
of a series which have been redeemed either at the election of the Company
pursuant to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, in each
case in satisfaction of all or any part of any sinking fund payment with respect
to the Securities of such series required to be made pursuant to the terms of
such Securities as provided for by the terms of such series; provided that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

Section 12.3. Redemption of Securities for Sinking Fund.

     Not less than 45 days prior to each sinking fund payment date for any
series of Securities (unless a shorter period shall be satisfactory to the
Trustee), the Company will deliver to the Trustee an Officer's Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 12.2 and stating the basis for such credit and that such Securities have
not been previously so credited, and will also deliver to the Trustee any
Securities to be so delivered. Not less than 30 days before each such sinking
fund payment date the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 11.3 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 11.4. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 11.6 and 11.7.

                                ARTICLE THIRTEEN
                                   DEFEASANCE

Section 13.1. Applicability of Article.

     The provisions of this Article shall be applicable to each series of
Securities except as otherwise specified as contemplated by Section 3.1 for
Securities of such series.

Section 13.2. Legal Defeasance.

     In addition to discharge of the Indenture pursuant to Section 4.1, 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 Trustee, at the expense of the
Company, shall upon a Company Request execute proper instruments acknowledging
same), and the provisions of this Indenture with respect to the Securities of
such series shall no longer be in effect, except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights of
Holders of Outstanding Securities of such series to receive, solely from the
trust fund described in Section 13.4 and as more fully set forth in such
Section, payments in respect of the principal of and any premium

                                       60



and interest on such Securities when such payments are due, (B) the Company's
obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2
and 10.3, (C) the rights, powers, trusts, duties, and immunities of the Trustee
hereunder and (D) this Article Thirteen, if the conditions set forth below are
satisfied (hereinafter, "defeasance"):

          (1) The Company has irrevocably deposited or caused to be deposited
     with the Trustee (or another trustee satisfying the requirements of Section
     6.9 who shall agree to comply with the provisions of this Article Thirteen
     applicable to it) 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 which through the scheduled payment of
     principal and interest in respect thereof in accordance with their terms
     will provide, not later than one day before the due date of any payment,
     cash in an amount, 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 and discharge (a) the principal of and any premium and interest on and
     each installment of principal of and any premium and interest on the
     Outstanding Securities of such series on the Stated Maturity of such
     principal or installment of principal or interest, as the case may be, or
     on any Redemption Date established pursuant to clause (3) below, and (b)
     any mandatory sinking fund or analogous 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 (a) the Company has received from, or there has been
     published by, the Internal Revenue Service a ruling, or (b) 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;

          (4) No Default or Event of Default shall have occurred and be
     continuing on the date of such deposit;

          (5) Such defeasance shall be effected in compliance with any
     additional terms, conditions or limitations which may be imposed on the
     Company in connection therewith pursuant to Section 3.1; and

          (6) 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, the Guarantors (if
applicable) 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

                                       61



for the purposes of Section 13.4 and the rights and obligations referred to in
clauses (A) through (D), inclusive, of the first paragraph of this Section 13.2,
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.

     Notwithstanding the foregoing, if an Event of Default specified in
Subsection 5.1(5) or 5.1(6), or an event which with lapse of time would become
such an Event of Default, shall occur during the period ending on the 91st day
after the date of the deposit referred to in clause (1) or, if longer, ending on
the day following the expiration of the longest preference period applicable to
the Company in respect of such deposit, then, effective upon such occurrence,
the defeasance pursuant to this Section 13.2 and such deposit shall be rescinded
and annulled, and the Company, the Guarantors (if applicable), the Trustee and
the Holders of the Securities of such series shall be restored to their former
positions.

Section 13.3. Covenant Defeasance.

     The Company, the Guarantors (if applicable) and any other obligor, if any,
shall be released from their respective obligations under Sections 7.4, 8.1 and
10.4 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 5.1, 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 13.3;

          (1) The Company has irrevocably deposited or caused to be deposited
     with the Trustee (or another trustee satisfying the requirements of Section
     6.9 who shall agree to comply with the provisions of this Article Thirteen
     applicable to it) 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 which through the scheduled payment of
     principal and interest in respect thereof in accordance with their terms
     will provide, not later than one day before the due date of any payment,
     cash in an amount, or (iii) a combination thereof, sufficient, in the
     opinion of a nationally recognized firm of independent public accounts
     expressed in a written certification thereof delivered to the Trustee, to
     pay and discharge (a) the principal of and any premium and interest on and
     each installment of principal of and any premium and interest on the
     Outstanding Securities of such series on the Stated Maturity of such
     principal or installment of principal or interest, as the case may be, or
     on any Redemption Date established pursuant to clause (2) below, and (b)
     any mandatory sinking fund payments on the date on which such payments are
     due and payable in accordance with the terms of the Indenture and the
     Securities of such series;

          (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;

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          (3) No Event of Default, or an event which with notice or lapse of
     time or both would become such an Event of Default, shall have occurred and
     be continuing on the date of such deposit;

          (4) Such defeasance shall be effected in compliance with any
     additional terms, conditions or limitations which may be imposed on the
     Company in connection therewith pursuant to Section 3.1; and

          (5) The Company shall have delivered to the Trustee an Officer's
     Certificate and an Opinion of Counsel stating that all conditions precedent
     provided for relating to the covenant defeasance contemplated by this
     provision have been complied with.

Notwithstanding the foregoing, if an Event of Default specified in Subsection
5.1(5) or 5.1(6), or an event which with lapse of time would become such an
Event of Default, shall occur during the period ending on the 181st day after
the date of the deposit referred to in clause (1) or, if longer, ending on the
day following the expiration of the longest preference period applicable to the
Company in respect of such deposit, then, effective upon such occurrence, the
defeasance pursuant to this Section 13.3 and such deposit shall be rescinded and
annulled, and the Company, the Guarantors (if applicable), the Trustee and the
Holders of the Securities of such series shall be restored to their former
positions.

Section 13.4. Deposited Money and U.S. Government Obligations to be Held in
Trust.

     Subject to the provisions of the last paragraph of Section 10.3, all money
and U.S. Government Obligations (including the proceeds thereof) deposited with
the Trustee (or other qualifying trustee - collectively, for purposes of this
Section 13.4, the "Trustee") pursuant to Section 13.2 or 13.3 in respect of the
Outstanding Securities of such series shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent), to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but such money need not be segregated from other
funds except to the extent required by law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 13.2 or 13.3 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the Outstanding Securities of such
series.

Section 13.5. Repayment to Company; Qualifying Trustee.

     The Trustee and any Paying Agent promptly shall pay or return to the
Company upon Company Request any money and U.S. Government Obligations held by
them at any time that, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the same certification given at the time
of the deposit pursuant to Section 13.2 or 13.3, as applicable), 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 13.2 or 13.3.

     The provisions of the last paragraph of Section 10.3 shall apply to any
money held by the Trustee or any Paying Agent under this Article Thirteen that
remains unclaimed for one year after the Maturity of any series of Securities
for which money or U.S. Government obligations have been deposited pursuant to
Section 13.2 or 13.3.

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     Any trustee appointed pursuant to Section 13.2 or 13.3 for the purpose of
holding trust funds deposited pursuant to that Section shall be appointed under
an agreement in form acceptable to the Trustee and shall provide to the Trustee
a certificate of such trustee, upon which certificate the Trustee shall be
entitled to conclusively rely, that all conditions precedent provided for herein
to the related defeasance or covenant defeasance have been complied with. In no
event shall the Trustee be liable for any acts or omissions of said trustee.

                                ARTICLE FOURTEEN
                             GUARANTEE OF SECURITIES

Section 14.1. Unconditional Guarantee.

     For value received, each of the Guarantors hereby fully, irrevocably,
unconditionally and absolutely guarantees to the Holders of Securities of each
series to which this Article Fourteen has been made applicable as provided in
Section 3.1(20) and to the Trustee the due and punctual payment of the principal
of, and premium, if any, and interest on such Securities, and all other amounts
due and payable under this Indenture and such Securities by the Company to the
Trustee or such Holders (including, without limitation, all costs and expenses
(including reasonable legal fees and disbursements) incurred by the Trustee or
such Holders in connection with the enforcement of this Indenture and the
Guarantee) (collectively, the "Indenture Obligations"), when and as such
principal, premium, if any, interest, if any, and other amounts shall become due
and payable, whether at the Stated Maturity, upon redemption or by declaration
of acceleration or otherwise, according to the terms of such Securities and this
Indenture. The guarantees by the Guarantors set forth in this Article Fourteen
are referred to herein as the "Guarantee." Without limiting the generality of
the foregoing, each Guarantor's liability shall extend to all amounts that
constitute part of the Indenture Obligations and would be owed by the Company to
the Trustee or such Holders under this Indenture and such Securities but for the
fact that they are unenforceable, reduced, limited, impaired, suspended or not
allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving the Company.

     Failing payment when due of any amount guaranteed pursuant to the
Guarantee, for whatever reason, each Guarantor will be obligated (to the fullest
extent permitted by applicable law) to pay the same immediately to the Trustee,
without set-off or counterclaim or other reduction whatsoever (whether for
taxes, withholding or otherwise). The Guarantee hereunder is intended to be a
general, unsecured, subordinated obligation of each Guarantor and will be
subordinated in right of payment to all Guarantor Senior Debt. Each Guarantor
hereby agrees that, to the fullest extent permitted by applicable law, its
obligations hereunder shall be full, irrevocable, unconditional and absolute,
irrespective of the validity, regularity or enforceability of such Securities,
the Guarantee or this Indenture, the absence of any action to enforce the same,
any waiver or consent by any such Holder with respect to any provisions hereof
or thereof, the recovery of any judgment against the Company, any action to
enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby
agrees that in the event of a default in payment of the principal of, or
premium, if any, or interest on such Securities, or any other amounts payable
under this Indenture and such Securities by the Company to the Trustee or the
Holders thereof, whether at the Stated Maturity, upon redemption or by
declaration of acceleration or otherwise, legal proceedings may be instituted by
the Trustee on behalf of such Holders or, subject to Section 5.7 hereof, by such
Holders, on the terms and conditions set forth in this Indenture, directly
against such Guarantor to enforce the Guarantee without first proceeding against
the Company.

     To the fullest extent permitted by applicable law, the obligations of each
Guarantor under this Article Fourteen shall be as aforesaid full, irrevocable,
unconditional and absolute and shall not be impaired, modified, discharged,
released or limited by any occurrence or condition whatsoever, including,

                                       64



without limitation, (i) any compromise, settlement, release, waiver, renewal,
extension, indulgence or modification of, or any change in, any of the
obligations and liabilities of the Company or any Guarantor contained in any of
such Securities or this Indenture, (ii) any impairment, modification, release or
limitation of the liability of the Company, any Guarantor or any of their
estates in bankruptcy, or any remedy for the enforcement thereof, resulting from
the operation of any present or future provision of any applicable Bankruptcy
Law, as amended, or other statute or from the decision of any court, (iii) the
assertion or exercise by the Trustee or any such Holder of any rights or
remedies under any of such Securities or this Indenture or their delay in or
failure to assert or exercise any such rights or remedies, (iv) the assignment
or the purported assignment of any property as security for any of such
Securities, including all or any part of the rights of the Company or any
Guarantor under this Indenture, (v) the extension of the time for payment by the
Company or any Guarantor of any payments or other sums or any part thereof owing
or payable under any of the terms and provisions of any of such Securities or
this Indenture or of the time for performance by the Company or any Guarantor of
any other obligations under or arising out of any such terms and provisions or
the extension or the renewal of any thereof, (vi) the modification or amendment
(whether material or otherwise) of any duty, agreement or obligation of the
Company or any Guarantor set forth in this Indenture, (vii) the voluntary or
involuntary liquidation, dissolution, sale or other disposition of all or
substantially all of the assets, marshaling of assets and liabilities,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment, rehabilitation or
relief of, or other similar proceeding affecting, the Company or any Guarantor
or any of their respective assets, or the disaffirmance of any of such
Securities, the Guarantee or this Indenture in any such proceeding, (viii) the
release or discharge of the Company or any Guarantor from the performance or
observance of any agreement, covenant, term or condition contained in any of
such instruments by operation of law, (ix) the unenforceability of any of such
Securities, the Guarantee or this Indenture, (x) any change in the name,
business, capital structure, corporate existence, or ownership of the Company or
any Guarantor, or (xi) any other circumstance which might otherwise constitute a
defense available to, or a legal or equitable discharge of, a surety or any
Guarantor.

     To the fullest extent permitted by applicable law, each Guarantor hereby
(i) waives diligence, presentment, demand of payment, notice of acceptance,
filing of claims with a court in the event of the merger, insolvency or
bankruptcy of the Company or such Guarantor, and all demands and notices
whatsoever, (ii) acknowledges that any agreement, instrument or document
evidencing the Guarantee may be transferred and that the benefit of its
obligations hereunder shall extend to each holder of any agreement, instrument
or document evidencing the Guarantee without notice to them and (iii) covenants
that its Guarantee will not be discharged except by complete performance of the
Guarantee. To the fullest extent permitted by applicable law, each Guarantor
further agrees that if at any time all or any part of any payment theretofore
applied by any Person to any Guarantee is, or must be, rescinded or returned for
any reason whatsoever, including without limitation, the insolvency, bankruptcy
or reorganization of any Guarantor, such Guarantee shall, to the extent that
such payment is or must be rescinded or returned, be deemed to have continued in
existence notwithstanding such application, and the Guarantee shall continue to
be effective or be reinstated, as the case may be, as though such application
had not been made.

     Each Guarantor shall be subrogated to all rights of the Holders and the
Trustee against the Company in respect of any amounts paid by such Guarantor
pursuant to the provisions of this Indenture; provided, however, that such
Guarantor shall not be entitled to enforce or to receive any payments arising
out of, or based upon, such right of subrogation with respect to any of such
Securities until all of such Securities and the Guarantee shall have been
indefeasibly paid in full or discharged.

     A director, officer, employee or stockholder, as such, of a Guarantor shall
not have any liability for any obligations of the Guarantor under this Indenture
or for any claim based on, in respect of or by reason of such obligations or
their creation.

                                       65



     To the fullest extent permitted by applicable law, no failure to exercise
and no delay in exercising, on the part of the Trustee or the Holders, any
right, power, privilege or remedy under this Article Fourteen and the Guarantee
shall operate as a waiver thereof, nor shall any single or partial exercise of
any rights, power, privilege or remedy preclude any other or further exercise
thereof, or the exercise of any other rights, powers, privileges or remedies.
The rights and remedies herein provided for are cumulative and not exclusive of
any rights or remedies provided in law or equity. Nothing contained in this
Article Fourteen shall limit the right of the Trustee or the Holders to take any
action to accelerate the maturity of such Securities pursuant to Article Five or
to pursue any rights or remedies hereunder or under applicable law.

Section 14.2. Execution and Delivery of Notation of Guarantee

     To further evidence the Guarantee, each Guarantor hereby agrees that a
notation of such Guarantee may be endorsed on each Security of a series to which
this Article Fourteen has been made applicable authenticated and delivered by
the Trustee and executed by either manual or facsimile signature of an officer
of such Guarantor.

     Each Guarantor hereby agrees that its Guarantee of Securities of a series
to which this Article Fourteen has been made applicable shall remain in full
force and effect notwithstanding any failure to endorse on any such Security a
notation relating to the Guarantee thereof.

     If an officer of any Guarantor whose signature is on this Indenture or a
Security no longer holds that office at the time the Trustee authenticates such
Security or at any time thereafter, such Guarantor's Guarantee of such Security
shall be valid nevertheless.

     The delivery by the Trustee of any Security of a series to which this
Article Fourteen has been made applicable, after the authentication thereof
under this Indenture, shall constitute due delivery of the Guarantee set forth
in this Indenture on behalf of each Guarantor.

Section 14.3. Reports by Guarantor.

     In addition to the certificates delivered to the Trustee pursuant to
Section 10.5, each Guarantor shall file with the Trustee and the Commission, and
transmit to Holders of Outstanding Securities of each series to which this
Article Fourteen has been made applicable, such information, documents and other
reports, and such summaries thereof, as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto; provided
that any such information, documents or reports required to be filed with the
Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, shall be filed with the Trustee within 15 days after the same
is so required to be filed with the Commission.

Section 14.4. Subordination of Guarantees.

     The obligations of each Guarantor under the Guarantee pursuant to this
Article Fourteen shall be junior and subordinated to the prior payment in full
in cash of all Guarantor Senior Debt (including interest after the commencement
of any proceeding of the type described in Section 14.1 with respect to such
Guarantor at the rate specified in the applicable Guarantor Senior Debt, whether
or not such interest would be an allowed claim in such proceeding) of such
Guarantor, in each case on the same basis as the Securities are junior and
subordinated to Senior Debt, as set forth in Article Fifteen mutatis mutandis.
For the purposes of the foregoing sentence, the Trustee and the Holders shall
have the right to receive and/or retain payments by a Guarantor only at such
times as they may receive and/or retain payments and distributions in respect of
the Securities pursuant to this Indenture, including Article Fifteen hereof.

                                       66



                                ARTICLE FIFTEEN
                           SUBORDINATION OF SECURITIES

Section 15.1. Securities Subordinated to Senior Debt.

          (1) The Company, for itself, its successors and assigns, covenants and
     agrees, and each Holder of Securities, by his acceptance thereof, likewise
     covenants and agrees, that the payment of the principal of and premium, if
     any, and interest on each and all of the Securities is hereby expressly
     subordinated, to the extent and in the manner hereinafter set forth, in
     right of payment to the prior payment in full of all Senior Debt of the
     Company.

          (2) If (A) the Company shall default in the payment of any principal
     of, premium, if any, or interest, if any, on any Senior Debt of the Company
     when the same becomes due and payable, whether at maturity or at a date
     fixed for prepayment or by declaration of acceleration or otherwise, or (B)
     any other default shall occur with respect to Senior Debt of the Company
     and the maturity of such Senior Debt has been accelerated in accordance
     with its terms, then, upon written notice of such default to the Company
     and the Trustee by the holders of Senior Debt of the Company or any trustee
     therefor, unless and until, in either case, the default has been cured or
     waived or has ceased to exist, or, any such acceleration has been rescinded
     or such Senior Debt has been paid in full, no direct or indirect payment
     (in cash, property, securities, by set-off or otherwise) shall be made or
     agreed to be made on account of the principal of, premium, if any, or
     interest, if any, on any of the Securities, or in respect of any
     redemption, retirement, purchase or other acquisition of any of the
     Securities other than those made in capital stock of the Company (or cash
     in lieu of fractional shares thereof).

          (3) If any default occurs (other than a default described in paragraph
     (2) of this Section 15.1) under the Senior Debt of the Company, 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 at the expiration of any applicable grace periods (a "Senior Nonmonetary
     Default"), then, upon the receipt by the Company and the Trustee of written
     notice thereof (a "Payment Blockage Notice") from or on behalf of holders
     of such Senior Debt of the Company specifying an election to prohibit such
     payment and other action by the Company in accordance with the following
     provisions of this paragraph (3), the Company may not make any payment or
     take any other action that would be prohibited by paragraph (2) of this
     Section 15.1 during the period (the "Payment Blockage Period") commencing
     on the date of receipt of such Payment Blockage Notice and ending on the
     earlier of (A) the date, if any, on which the holders of such Senior Debt
     or their representative notifies the Trustee that such Senior Nonmonetary
     Default is cured or waived or ceases to exist or the Senior Debt to which
     such Senior Nonmonetary Default relates is discharged or (B) the 179th day
     after the date of receipt of such Payment Blockage Notice. Notwithstanding
     the provisions described in the immediately preceding sentence, the Company
     may resume payments on the Securities following such Payment Blockage
     Period.

Section 15.2. Distribution on Dissolution, Liquidation and Reorganization;
Subrogation of Securities.

     Upon any distribution of assets of the Company upon any dissolution,
winding up, liquidation or reorganization of the Company, whether in bankruptcy,
insolvency, reorganization or receivership proceedings or upon an assignment for
the benefit of creditors or any other marshalling of the assets and liabilities
of the Company or otherwise (subject to the power of a court of competent
jurisdiction to make other equitable provision reflecting the rights conferred
in this Indenture upon the Senior Debt of the Company and the holders thereof
with respect to the Securities and the Holders thereof by a lawful plan or
reorganization under applicable bankruptcy law),

                                       67



          (1) the holders of all Senior Debt of the Company shall be entitled to
     receive payment in full of the principal thereof, premium, if any,
     interest, and any interest thereon, due thereon before the Holders of the
     Securities are entitled to receive any payment upon the principal, premium,
     interest of or on the Securities or interest on overdue amounts thereof;

          (2) any payment or distribution of assets of the Company, a Guarantor
     (if applicable) or any other obligor upon the Securities of any kind or
     character, whether in cash, property or securities, to which the Holders of
     the Securities or the Trustee (on behalf of the Holders) would be entitled
     except for the provisions of this Article Fifteen shall be paid by the
     liquidating trustee or agent or other person making such payment or
     distribution, whether a trustee in bankruptcy, a receiver or liquidating
     trustee or otherwise, directly to the holders of Senior Debt of the Company
     or their representative or representatives or to the trustee or trustees
     under any indenture under which any instruments evidencing any of such
     Senior Debt may have been issued, ratably according to the aggregate
     amounts remaining unpaid on account of the principal of, premium, if any,
     interest, and any interest thereon, on the Senior Debt of the Company held
     or represented by each, to the extent necessary to make payment in full of
     all Senior Debt of the Company remaining unpaid, after giving effect to any
     concurrent payment or distribution to the holders of such Senior Debt; and

          (3) in the event that, notwithstanding the foregoing, any payment or
     distribution of assets of the Company, a Guarantor (if applicable) or any
     other obligor upon the Securities of any kind or character, whether in
     cash, property or securities, shall be received by the Trustee (on behalf
     of the Holders) or the Holders of the Securities before all Senior Debt of
     the Company is paid in full, such payment or distribution shall be paid
     over to the holders of such Senior Debt or their representative or
     representatives or to the trustee or trustees under any indenture under
     which any instruments evidencing any of such Senior Debt may have been
     issued, ratably as aforesaid, for application to the payment of all Senior
     Debt remaining unpaid until all such Senior Debt shall have been paid in
     full, after giving effect to any concurrent payment or distribution to the
     holders of such Senior Debt.

     Subject to the payment in full of all Senior Debt of the Company, the
Holders of the Securities shall be subrogated to the rights of the holders of
such Senior Debt to receive payments or distributions of cash, property or
securities of the Company applicable to Senior Debt of the Company until the
principal, premium, interest, and any interest thereon, of or on the Securities
shall be paid in full and no such payments or distributions to the Holders of
the Securities of cash, property or securities otherwise distributable to the
Senior Debt of the Company shall, as between the Company, its creditors other
than the holders of Senior Debt of the Company, and the Holders of the
Securities, be deemed to be a payment by the Company to or on account of the
Securities. It is understood that the provisions of this Article Fifteen are and
are intended solely for the purpose of defining the relative rights of the
Holders of the Securities, on the one hand, and the holders of Senior Debt of
the Company, on the other hand. Nothing contained in this Article Fifteen or
elsewhere in this Indenture or in the Securities is intended to or shall impair,
as between the Company, its creditors other than the holders of Senior Debt of
the Company, and the Holders of the Securities, the obligation of the Company,
which is unconditional and absolute, to pay to the Holders of the Securities the
principal, premium, interest, and any interest thereon, of or on the Securities
as and when the same shall become due and payable in accordance with their
terms, or to affect the relative rights of the Holders of the Securities and
creditors of the Company other than the holders of Senior Debt of the Company,
nor shall anything herein or in the Securities prevent the Trustee or the Holder
of any Security from exercising all remedies otherwise permitted by applicable
law upon default under this Indenture, subject to the rights, if any, under this
Article Fifteen of the holders of such Senior Debt in respect of cash, property
or securities of the Company received upon the exercise of any such remedy. Upon
any payment or distribution of assets of the Company referred to in this Article
Fifteen, the

                                       68



Trustee shall be entitled to conclusively rely upon a certificate of the
liquidating trustee or agent or other person making any distribution to the
Trustee for the purpose of ascertaining the persons entitled to participate in
such distribution, the holders of Senior Debt of the Company 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 Fifteen.

     The Trustee, however, shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt of the Company. The Trustee shall not be liable to any
such holder if it shall pay over or distribute to or on behalf of Holders of
Securities or the Company moneys or assets to which any holder of Senior Debt of
the Company shall be entitled by virtue of this Article Fifteen. The rights and
claims of the Trustee under Section 6.7 shall not be subject to the provisions
of this Article Fifteen.

     If the Trustee or any Holder of Securities does not file a proper claim or
proof of debt in the form required in any proceeding referred to above prior to
30 days before the expiration of the time to file such claim in such proceeding,
then the holder of any Senior Debt of the Company is hereby authorized, and has
the right, to file an appropriate claim or claims for or on behalf of such
Holder of Securities.

Section 15.3. Payments on Securities Permitted.

     Nothing contained in this Indenture or in any of the Securities shall (1)
affect the obligation of the Company to make, or prevent the Company from
making, at any time except as provided in Sections 15.1 and 15.2, payments of
principal, premium, interest, and any interest thereon, of or on the Securities
or (2) prevent the application by the Trustee of any moneys deposited with it
hereunder to the payment of or on account of the principal, premium, interest or
other amounts, and any interest thereon, of or on the Securities unless the
Trustee shall have received at its Corporate Trust Office written notice of any
event prohibiting the making of such payment two Business Days (A) prior to the
date fixed for such payment, (B) prior to the execution of an instrument to
satisfy and discharge this Indenture based upon the deposit of funds under
Section 4.1(1)(b), (C) prior to the execution of an instrument acknowledging the
defeasance of such Securities pursuant to Section 13.2 or (D) prior to any
deposit pursuant to clause (1) of Section 13.3 with respect to such Securities.

Section 15.4. Authorization of Holders of Securities to Trustee to Effect
Subordination.

     Each Holder of Securities by his acceptance thereof, whether upon original
issue or upon transfer or assignment, authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination as provided in this Article Fifteen and appoints the Trustee his
attorney-in-fact for any and all such purposes.

Section 15.5. Notices to Trustee.

     The Company shall give prompt written notice to a responsible officer of
the Trustee located at the Corporate Trust Office of the Trustee of any fact
known to the Company which would prevent the making of any payment to or by the
Trustee in respect of the Securities. Notwithstanding the provisions of this
Article Fifteen or any other provisions of this Indenture, neither the Trustee
nor any Paying Agent (other than the Company) shall be charged with knowledge of
the existence of any Senior Debt of the Company or of any event which would
prohibit the making of any payment of moneys to or by the Trustee or such Paying
Agent, unless and until the Trustee or such Paying Agent shall have received (in
the case of the Trustee, at its Corporate Trust Office) written notice thereof
from the Company or from the holder of any Senior Debt of the Company or from
the trustee for or representative of any Senior Debt of the Company together
with proof satisfactory to the Trustee of such holding of such Senior Debt or of
the authority of such trustee or representative; provided, however, that if at
least two Business Days prior

                                       69



to the date upon which by the terms hereof any such moneys may become payable
for any purpose (including, without limitation, the payment of the principal,
premium, interest, of or on any Security, or any interest thereon) or the date
on which the Trustee shall execute an instrument acknowledging satisfaction and
discharge of this Indenture or the defeasance of Securities pursuant to Section
13.2 or the date on which a deposit pursuant to clause (1) of Section 13.3 is
made, the Trustee shall not have received with respect to such moneys or the
moneys deposited with it as a condition to such satisfaction and discharge or
defeasance the notice provided for in this Section 15.5, then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such moneys and to apply the same to the purpose for which
they were received, and shall not be affected by any notice to the contrary,
which may be received by it on or after such two Business Days prior to such
date. The Trustee shall be entitled to conclusively rely on the delivery to it
of a written notice by a person representing himself to be a holder of Senior
Debt of the Company (or a trustee or representative on behalf of such holder) to
establish that such a notice has been given by a holder of Senior Debt of the
Company or a trustee or representative on behalf of any such holder. In the
event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior Debt of
the Company to participate in any payment or distribution pursuant to this
Article Fifteen, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Debt of the
Company held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article Fifteen 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.

Section 15.6. Trustee as Holder of Senior Debt.

     The Trustee shall be entitled to all the rights set forth in this Article
Fifteen in respect of any Senior Debt of the Company at any time held by it to
the same extent as any other holder of Senior Debt of the Company and nothing in
this Indenture shall be construed to deprive the Trustee of any of its rights as
such holder.

Section 15.7. Modification of Terms of Senior Debt.

     Any renewal or extension of the time of payment of any Senior Debt of the
Company or the exercise by the holders of Senior Debt of the Company of any of
their rights under any instrument creating or evidencing such Senior Debt,
including without limitation the waiver of default thereunder, may be made or
done all without notice to or assent from Holders of the Securities or the
Trustee.

     No compromise, alteration, amendment, modification, extension, renewal or
other change of, or waiver, consent or other action in respect of, any liability
or obligation under or in respect of, or of any of the terms, covenants or
conditions of any indenture or other instrument under which any Senior Debt of
the Company is outstanding or of such Senior Debt, whether or not such release
is in accordance with the provisions of any applicable document, shall in any
way alter or affect any of the provisions of this Article Fifteen or of the
Securities relating to the subordination thereof.

                                      * * *

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.

                                       70



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.

                                          CHENIERE ENERGY, INC.


                                          --------------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------


                                          CHENIERE LNG SERVICES, INC.


                                          --------------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------


                                          CHENIERE LNG, INC.


                                          --------------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------


                                          CHENIERE ENERGY OPERATING CO., INC.


                                          --------------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------


                                          CHENIERE-GRYPHON MANAGEMENT, INC.


                                          --------------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------


                                          --------------------------------------
                                          By:
                                              ----------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------

                                       71

EX-5.1

                                                                     EXHIBIT 5.1

                        [Letterhead of Andrews Kurth LLP]

                                December 22, 2003

Cheniere Energy, Inc.
333 Clay Street, Suite 3400
Houston, Texas 77002

Gentlemen:

     We have acted as special counsel to Cheniere Energy, Inc., a Delaware
corporation (the "Company"), Cheniere LNG Services, Inc. a Delaware corporation
("LNG Services"), Cheniere LNG, Inc., a Delaware corporation ("LNG"), Cheniere
Energy Operating Co., Inc., a Delaware corporation ("Operating Co.") and
Cheniere-Gryphon Management, Inc., a Delaware corporation ("Gryphon," and
together with LNG Services, LNG and Operating Co., the "Guarantors," and
collectively with LNG Services, LNG, Operating Co. and the Company, the
"Companies"), in connection with the preparation of a registration statement on
Form S-3 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "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"), of, among other securities (A) by
the Company of (i) shares of its common stock ("Common Shares"), (ii) shares of
its preferred stock ("Preference Shares"), (iii) its senior and subordinated
debt securities ("Debt Securities"), (iv) warrants to purchase debt or equity
securities of the Company ("Warrants") and (v) units consisting of one or more
Warrants, Debt Securities, Guarantees, Preference Shares, Common Shares or any
combination of such securities ("Units") and (B) by each Guarantor of guarantees
of Debt Securities ("Guarantees"), having an aggregate initial public offering
price (for all such securities referred to in the foregoing clauses (A) and (B))
not to exceed U.S. $20,000,000, on terms to be determined at the time of the
offering. The Debt Securities, Preference Shares, Warrants and Units may be
convertible into or exercisable for Common Shares. The Common Shares, Preference
Shares, Debt Securities, Guarantees, Warrants and Units are collectively
referred to herein as the "Securities." All capitalized terms which are not
defined herein shall have the meanings assigned to them in the Registration
Statement or in the applicable Indenture (as defined below), as the case may be.

     The Debt Securities and the Guarantees will be issued pursuant to (i) a
senior indenture (the "Senior Indenture"), or (ii) a subordinated indenture (the
"Subordinated Indenture" and, collectively with the Senior Indenture, the
"Indentures"), each to be entered into by the Company, each of the Guarantors,
as guarantor, and a financial institution to be named therein, as trustee (the
"Trustee"), substantially in the forms attached as Exhibits 4.14 and 4.15 to the
Registration Statement, and each as the same may hereafter be supplemented from
time to time, among other things at the time of and in connection with the
issuance of the Debt Securities and any Guarantees.

     The Warrants will be issued pursuant to a warrant agreement (the "Warrant
Agreement") between the Company and a warrant agent.

     In arriving at the opinions expressed below, we have examined (i) the
certificate of incorporation and bylaws of each of the Companies, (ii) the
Registration Statement, (iii) the Prospectus, (iv) the form of Senior Indenture
and the form of Subordinated Indenture, and (v) originals or copies certified or
otherwise identified to our satisfaction of such other instruments and other
certificates of public officials, officers and representatives of the Companies
and such other persons, and we have made such investigations of law, as we have
deemed appropriate as a basis for the opinions expressed below.

     In rendering the opinions expressed below, we have assumed and have not
verified (i) the genuineness of the signatures on all documents that we have
examined, (ii) the legal capacity of all natural persons, (iii) the authenticity
of all documents supplied to us as originals and (iv) the conformity to the
authentic originals of all documents supplied to us as certified or photostatic
or faxed copies. In conducting our examination of documents, we have assumed the
power, corporate or other, of all parties thereto other than the Companies to
enter into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and the due execution
and delivery by such parties of such documents and that, except as set forth in
the numbered opining paragraphs below in respect of the Companies with respect
to the instruments therein referred to, to the



extent such documents purport to constitute agreements, such documents
constitute valid and binding obligations of such parties.

     In rendering the opinions expressed in paragraphs 2 through 5 below with
respect to the Securities therein referred to, we have assumed that:

     (i) any supplemental indenture to any of the Indentures and any Board
Resolution and/or Officer's Certificate executed and delivered pursuant to any
of the Indentures, in any such case, pursuant to which any Debt Securities and
Guarantees are established and issued, will comply with such Indenture as
theretofore supplemented, and the form and terms of such Debt Securities and
Guarantees will comply with such Indenture as then supplemented (including by
such supplemental indenture) and any such Board Resolution and/or Officer's
Certificate;

     (ii) the form and terms of such Debt Securities, when established, the form
and terms of any Guarantees, the form and terms of any Warrants or Units, and
the form and terms of any and all Securities or other securities or obligations
comprising the same or subject thereto (in the case of the Units and Warrants),
the issuance, sale and delivery thereof by the applicable Company, and its
incurrence and performance of its obligations thereunder or in respect thereof
(including, without limitation, its obligations under any related Indenture,
Warrant Agreement or unit agreement) in accordance with the terms thereof, will
be in full compliance with, and will not violate, the certificate of
incorporation or bylaws of any of the Companies, or any applicable law, rule,
regulation, order, judgment, decree, award, or agreement binding upon any of the
Companies, 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, and
(without limiting the generality of the foregoing) Section 5-501.6.b of the New
York General Obligations Law will apply in the case of all such Debt Securities
and Guarantees. In addition, we have assumed the receipt by each person to whom
or for whose benefit a Security is to be issued (collectively, the "Beneficial
Holders") of a certificate for such Security or the receipt by The Depository
Trust Company, acting as agent, on behalf of all Beneficial Holders of the class
or series of Securities of which such Security is one, of a global security then
evidencing such Securities, and the issuance and sale of and payment for the
Securities so acquired, in accordance with the applicable purchase, underwriting
or similar agreement approved by the board of directors of the Company, LNG
Services, LNG, Operating Co. and/or Gryphon, as applicable, and the Registration
Statement (including the Prospectus and the applicable Prospectus Supplement);

     (iii) the Trustee for the holders of Debt Securities and Guarantees
outstanding under any Indenture will have its chief executive office and the
principal corporate trust office (from which the trusts established by such
Indenture will be administered) located in the State of New York;

     (iv) (A) at the time of execution, authentication, issuance and delivery of
the Indentures, Debt Securities and Guarantees, the Indentures will have been
duly authorized, executed and delivered by each of the Companies in accordance
with their respective charters and bylaws and the applicable laws of the United
States, the State of New York and the General Corporation Law of the State of
Delaware (the "DGCL"), (B) the execution, delivery and performance by each of
the Companies of the Indentures, the Debt Securities and any Guarantees issued
by it will not violate the laws of New York or other applicable laws and (C) the
execution, delivery and performance by each of the Companies of the Indentures,
the Debt Securities, and any Guarantees issued by it, will not constitute a
breach or a violation of any agreement or instrument which is binding on any of
the Companies;

     (v) each of the Companies is and at all times material hereto will be a
corporation duly organized and validly existing under the DGCL;

     (vi) the person appointed as the process agent for each of the Companies as
issuer or guarantor under each Indenture will accept its appointment as such
before the execution and delivery of any of the Debt Securities or any
Guarantees pursuant to such Indenture;

     (vii) the certificate of incorporation and bylaws of the Company will not
have been amended in any manner that would affect any legal conclusion set forth
herein, and any certificate of designation in respect of Preference Shares
("Certificate of Designation") will be in conformity therewith and with
applicable law; and

     (viii) the consideration paid for any Common Shares or Preference Shares
will comply with applicable provisions of the Delaware General Corporation Law,
and the Delaware Constitution regarding the form and amount of consideration for
valid issuance of capital stock.



     Based upon and subject to the foregoing, and subject also to the
limitations and other assumptions and qualifications set forth below, we are of
the opinion that:

     1. With respect to any Common Shares or Preference Shares, when (a) the
Company has taken all necessary action to authorize and approve the issuance of
such Common Shares and Preference Shares and the terms of any such Preference
Shares, the terms of the offering thereof and related matters, and (b) such
Common Shares and Preference Shares, as applicable, have been duly executed,
issued and delivered in accordance with the terms of the applicable definitive
purchase, underwriting or similar agreement approved by the board of directors
of the Company, upon payment (or delivery) of the consideration therefor
provided therein, such Common Shares and Preference Shares (including (A) any
Common Shares duly issued (x) upon the exchange or conversion of any Preference
Shares that are exchangeable or convertible into Common Shares, (y) upon the
exercise of any Warrants exercisable for Common Shares, and (z) upon the
conversion or exchange of any Debt Securities that are convertible or
exchangeable into Common Shares and (B) any Preference Shares duly issued (y)
upon the exercise of any Warrants exercisable for Preference Shares, and (z)
upon the conversion or exchange of any Debt Securities that are convertible or
exchangeable into Preference Shares), as applicable, will be validly issued,
fully paid and nonassessable.

     2. With respect to any series of Debt Securities to be issued under an
Indenture, when (a) the applicable supplement, if any, to such Indenture has
been duly authorized and validly executed and delivered by the Company, as
issuer, the Guarantors, as guarantors, and the Trustee, or the applicable Board
Resolution has been duly authorized and validly executed and delivered by the
Company, or the applicable Officer's Certificate has been validly executed and
delivered by a duly authorized officer of the Company, in each case, in
accordance with the terms of such Indenture, (b) such Indenture, as then and
theretofore supplemented, has been duly qualified under the Trust Indenture Act
of 1939, as amended (the "Trust Indenture Act"), (c) the Company has taken all
necessary corporate action to approve the issuance and terms of such series of
Debt Securities, the terms of the offering thereof and related matters, and (d)
the Debt Securities of such series have been duly executed, authenticated,
issued and delivered in accordance with the terms of such Indenture (as then
supplemented) and the applicable definitive purchase, underwriting or similar
agreement approved by the Company's board of directors, upon payment (or
delivery) of the consideration therefor provided for therein, such Debt
Securities will be validly issued and will constitute valid and legally binding
obligations of the Company.

     3. With respect to Warrants to be issued under a Warrant Agreement, when
(a) the Company has taken all necessary action to approve the issuance and terms
of such Warrants, the terms of the offering thereof and related matters, (b) the
Warrant Agreement has been duly authorized and validly executed and delivered by
the Company and the warrant agent under the Warrant Agreement and (c) such
Warrants have been duly executed, issued and delivered 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 the
Company, upon payment (or delivery) of the consideration therefor provided for
therein, such Warrants will constitute valid and legally binding obligations of
the Company.

     4. With respect to the Units, assuming (a) the taking of all necessary
corporate action to authorize and approve (i) the issuance and terms of the
Units, (ii) the issuance and terms of any Warrants which are a component of the
Units, the terms of the offering thereof and related matters, and the execution
and delivery of any related Warrant Agreement, (iii) the issuance and terms of
any applicable series of any Debt Securities which are a component of the Units,
the terms of the offering thereof and related matters, and the execution and
delivery of the applicable Indenture and any applicable supplemental indenture
or Board Resolution or Officer's Certificate and (iv) the issuance and terms of
any Preference Shares or Common Shares which are a component of the Units, the
terms of the offering thereof and related matters, and (b) due execution and
delivery by all parties thereto and due authentication, in the case of the
applicable series of Debt Securities, and issuance of (i) the applicable Units,
(ii) such Warrants and Warrant Agreement, (iii) such series of Debt Securities
and Indenture (and qualification of such Indenture under the Trust Indenture
Act) and any applicable supplemental indenture or Board Resolution or Officer's
Certificate and (iv) such Preference Shares and Common Shares, 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 the Company and otherwise in accordance with the provisions of the applicable
Warrant Agreement, in the case of the Warrants, the applicable Indenture and any
applicable supplemental indenture or Board Resolution or Officer's Certificate,
in the case of a series of Debt Securities, or the Company's certificate of
incorporation and bylaws, in the case of such Preference Shares and Common
Shares, such Units will constitute valid and legally binding obligations of the
Company.



     5. With respect to the Guarantees, assuming the (a) taking of all necessary
corporate action by the Companies to authorize and approve the issuance and
terms of the Guarantees and the Debt Securities to which they pertain, the terms
of the offering thereof and related matters, (b) applicable Indenture as then
and theretofore supplemented, pursuant to which the Guarantees will be issued,
has been qualified under the Trust Indenture Act and (c) due execution, issuance
and delivery of such Debt Securities and due execution and delivery of such
Guarantees in each case in accordance with the terms of the applicable Indenture
(as supplemented) and the applicable purchase, underwriting or similar agreement
and payment (or delivery) of the consideration therefore provided for therein,
such Guarantees will constitute valid and legally binding obligations of the
applicable Guarantor.

     Each of the opinions above is subject to applicable bankruptcy, insolvency
(including, without limitation all laws relating to fraudulent transfer or
conveyance), reorganization, moratorium and other similar laws affecting
creditors' rights generally and to general principles of equity (regardless of
whether considered in a proceeding in equity or at law) including, without
limitation, (a) the possible unavailability of specific performance, injunctive
relief or any other equitable remedy, (b) concepts of materiality,
reasonableness, conscionability, good faith and fair dealing and (c) the
discretion of a court sitting in equity, and we express no opinions herein with
respect to provisions relating to severability or separability. The opinions
expressed above are also subject to possible judicial action giving effect to
governmental actions or foreign laws affecting creditors' rights.

     This opinion is expressed as of the date hereof, and we disclaim any
undertaking to advise you of any subsequent changes in applicable law, and we
have assumed that at no future time would any such subsequent change of fact or
law affect adversely our ability to render at such time an opinion (a)
containing the same legal conclusions set forth herein and (b) subject only to
such (or fewer) assumptions, limitations and qualifications as are contained
herein.

     We express no opinion other than as to the laws of the States of New York
and Delaware and, to the extent relevant, the federal laws of the United States
of America. We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus. In giving this consent we do not admit that
we are "experts" under the Act, or the rules and regulations of the Commission
issued thereunder, with respect to any part of the Registration Statement,
including this exhibit.

                                       Very truly yours,

                                       /s/ Andrews Kurth LLP

                                       Andrews Kurth LLP

EX-12.1

                                                                                                                       Exhibit 12.1
                                      Calculation of the Ratio of Earnings to Fixed Charges

                                                                                                                       Nine Months
                                                                      Years Ended December 31,                            Ended
                                             -----------------------------------------------------------------------  September 30,
                                                1998            1999          2000           2001           2002           2003
                                             ----------     -----------    ----------     -----------    ----------- ---------------
                                                                                                      
 Pre-tax income (loss) from continuing
  operations before adjustment for minority
  interests in consolidated subsidiaries or
  income or loss from equity investees       $(1,637,844)   $(1,753,723)   $  (354,331)   $(8,691,071)   $(3,447,461)   $   212,703


 Fixed charges                                 1,061,852        432,744      1,171,048        177,789         30,227         34,958


 Amortization of capitalized interest               --             --             --             --             --             --


 Distributed income of equity investees             --             --             --             --             --             --


 Our share of pre-tax losses of equity
  investees for which charges arising from
  guarantees are included in fixed charges          --             --             --             --             --             --

 Interest capitalized                         (1,058,595)      (415,262)    (1,154,099)      (165,813)        42,261        (27,577)

 Minority interest in pre-tax income of
  subsidiaries that have not incurred
  fixed charges                                     --             --             --             --             --        1,552,978
                                             -----------    -----------    -----------    -----------    -----------    -----------



 Earnings (Loss)                             $(1,634,587)   $(1,736,241)   $  (337,382)   $(8,679,095)   $(3,374,973)   $ 1,773,062
                                             ===========    ===========    ===========    ===========    ===========    ===========




 Interest expensed and capitalized           $ 1,058,595    $   415,262    $ 1,154,099    $   165,813    $   (42,261)   $    27,577

 Amortized premiums, discounts and
  capitalized expenses related to
  indebtedness                                      --             --             --             --           62,501           --


 Estimate of the interest within rental
  expense                                          3,257         17,482         16,949         11,976          9,987          7,381
                                             -----------    -----------    -----------    -----------    -----------    -----------



 Fixed Charges                               $ 1,061,852    $   432,744    $ 1,171,048    $   177,789    $    30,227    $    34,958
                                             ===========    ===========    ===========    ===========    ===========    ===========



 Ratio of Earnings (Loss) to Fixed
  Charges                                          (1.54)         (4.01)         (0.29)        (48.82)       (111.65)         50.72
                                             ===========    ===========    ===========    ===========    ===========    ===========




 Coverage Deficiency                         $ 2,696,439    $ 2,168,985    $ 1,508,430    $ 8,856,884    $ 3,405,200    $      --
                                             ===========    ===========    ===========    ===========    ===========    ===========

EX-23.1

                                                                    EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated March 7, 2003, relating to the
consolidated financial statements of Cheniere Energy, Inc., which appears on
page 39 in Cheniere Energy, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 2002. We also consent to the reference to us under the heading
Experts in such Registration Statement.

                                   /s/ MANN FRANKFORT STEIN & LIPP CPAs, L.L.P.
                                   ---------------------------------------------
                                   MANN FRANKFORT STEIN & LIPP CPAs, L.L.P.

December 18, 2003
Houston, Texas

EX-23.2

                                                                    EXHIBIT 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our reports dated March 29, 2002, relating to the
financial statements of Cheniere Energy, Inc., on page 40, and Gryphon
Exploration Company, on page 79, which appear in Cheniere Energy, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 2002. We also consent to the
reference to us under the heading Experts in such Registration Statement.

                                     /s/ PRICEWATERHOUSECOOPERS LLP
                                     ----------------------------------
                                     PRICEWATERHOUSECOOPERS LLP

December 18, 2003
Houston, Texas

EX-23.3

                                                                    EXHIBIT 23.3

                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated March 14, 2003, relating to the
financial statements of Gryphon Exploration Company, which appears on page 78 in
Cheniere Energy, Inc.'s Annual Report on Form 10-K for the year ended December
31, 2002. We also consent to the reference to us under the heading Experts in
such Registration Statement.

                                                    /s/ KPMG LLP
                                                    ------------------
                                                    KPMG LLP

December 18, 2003
Houston, Texas

EX-23.5

                                                                    EXHIBIT 23.5

                   CONSENT OF INDEPENDENT PETROLEUM ENGINEERS

     We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of the Annual
Report on Form 10-K, for the year ended December 31, 2002, for Cheniere Energy,
Inc. in accordance with the requirements of the Securities Act of 1933, with the
inclusion in such Annual Report of our reserve reports incorporated therein, and
references to our name in the form and context in which they appear.

                                     /s/ RYDER SCOTT COMPANY, L.P.
                                     -----------------------------------
                                     RYDER SCOTT COMPANY, L.P.

December 18, 2003
Houston, Texas