TEXAS GAS TRANSMISSION CORP (Form: S-4, Received: 09/11/2003 13:12:18)

As Filed With The Securities And Exchange Commission on September 11, 2003

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

FORM S-4

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

TEXAS GAS TRANSMISSION, LLC		TGT PIPELINE, LLC
(Exact name of registrant as specified in its charter)		(Exact name of registrant as specified in its charter)

DELAWARE		DELAWARE
(State or other jurisdiction of incorporation or organization)		(State or other jurisdiction of incorporation or organization)

4922		4922
(Primary Standard Industrialization Classification Code Number)		(Primary Standard Industrialization Classification Code Number)

06-1687421		06-1687421
(I.R.S. Employer Identification No.)		(I.R.S. Employer Identification No.)

3800 Frederica Street		3800 Frederica Street
Owensboro, Kentucky 42301		Owensboro, Kentucky 42301
(270) 926-8686		(270) 926-8686
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)		(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Douglas Field, Esq.		Douglas Field, Esq.
General Counsel		General Counsel
3800 Frederica Street		3800 Frederica Street
Owensboro, Kentucky 42301		Owensboro, Kentucky 42301
(270) 926-8686		(270) 926-8686
(Name, address, including zip code, and telephone number, including area code, of agent for service)		(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Emanuel Faust, Jr., Esq.

Jennifer Eck, Esq.

Dickstein Shapiro Morin & Oshinsky LLP

2101 L. Street, N.W.

Washington, D.C. 20037-1256

(202) 785-9700

Approximate date of commencement of proposed sale to the public: As soon as practicable after the registration statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box ¨ .

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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 this Form is a post-effective amendment filed pursuant to Rule 462(d) 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 ¨ .

CALCULATION OF REGISTRATION FEE

Title Of Each Class Of Securities To Be Registered	Amount To Be Registered		Proposed Maximum Offering Price Per Note(1)	Proposed Maximum Aggregate Offering Price(1)		Amount Of Registration Fee(2)

4.600% Notes due 2015	$	250,000,000	100%	$	250,000,000	$	20,225
5.200% Notes due 2018	$	185,000,000	99.742%	$	184,522,700	$	14,928

(1)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) under the Securities Act of 1933.

(2)

Calculated pursuant to Rule 457(f)(2) under the Securities Act of 1933.

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 the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION, DATED SEPTEMBER , 2003

PROSPECTUS

[INSERT LOGO]

TGT Pipeline, LLC

E XCHANGE O FFER FOR

$185,000,000 5.200% Notes due 2018

Texas Gas Transmission, LLC

(formerly Texas Gas Transmission Corporation)

E XCHANGE O FFER FOR

$250,000,000 4.600% Notes due 2015

TGT Pipeline, LLC is offering, upon the terms and conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange up to $185,000,000 in aggregate principal amount of its 5.200% Notes due 2018 which have been registered under the Securities Act of 1933, as amended, for an equal principal amount of its outstanding 5.200% Notes due 2018.

Texas Gas Transmission, LLC (formerly Texas Gas Transmission Corporation) is offering, upon the terms and conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange up to $250,000,000 in aggregate principal amount of its 4.600% Notes due 2015 which have been registered under the Securities Act of 1933, as amended, for an equal principal amount of its outstanding 4.600% Notes due 2015.

We refer to the TGT Pipeline 5.200% Notes due 2018 being issued in its exchange offer and registered under the Securities Act of 1933 as the “TGT Pipeline exchange notes,” and the Texas Gas 4.600% Notes due 2015 being issued in its exchange offer and registered under the Securities Act of 1933 as the “Texas Gas exchange notes,” and we refer to such notes collectively as the “exchange notes.”

We refer to the outstanding TGT Pipeline 5.200% notes due 2018 as the “TGT Pipeline old notes” and the outstanding Texas Gas 4.600% notes due 2015 as the “Texas Gas old notes,” and we refer to such notes collectively as the “old notes.”

Texas Gas Transmission, LLC is a wholly owned subsidiary of TGT Pipeline, LLC. Each issuer is the sole obligor on the old notes issued by it and will be the sole obligor on the exchange notes issued by it.

EACH EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,

ON , 2003, UNLESS EXTENDED.

TERMS OF THE EXCHANGE OFFERS

•

TGT Pipeline and Texas Gas will exchange all of the TGT Pipeline old notes and Texas Gas old notes, respectively, that are validly tendered and not withdrawn prior to the expiration of the applicable exchange offer.

•

You are required to make the representations described on pages 24-25 to us.

•

You may withdraw tendered old notes at any time prior to the expiration of the applicable exchange offer.

•

The terms of the TGT Pipeline exchange notes and the Texas Gas exchange notes, respectively, are identical in all material respects (including principal amount, interest rate, maturity and redemption rights) to the TGT Pipeline old notes and Texas Gas old notes, respectively, for which they may be exchanged, except that the exchange notes generally will not be subject to transfer restrictions or be entitled to registration rights, and the exchange notes will not have the right to earn additional interest under circumstances relating to our registration obligations.

•

We will not receive any cash proceeds from the exchange offers.

•

There is no existing market for the TGT Pipeline exchange notes or the Texas Gas exchange notes, and we do not intend to apply for their listing or quotation on any securities exchange or market.

SEE “ RISK FACTORS ” BEGINNING ON PAGE 15 FOR A DISCUSSION OF FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH THE EXCHANGE OFFERS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is , 2003.

ADDITIONAL INFORMATION

We have filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 under the Securities Act of 1933 (the “Securities Act”) relating to the exchange offers that incorporates important business and financial information about us that is not included in or delivered with this prospectus. This information is available from us without charge to holders of the old notes as specified below. If we have made references in this prospectus to any contracts, agreements or other documents and also filed any of those contracts, agreements or other documents as exhibits to the registration statement, you should read the relevant exhibit for a more compete understanding of the document or the matter involved.

You may obtain copies of this information and the documents incorporated by reference in this prospectus at no charge by writing or telephoning us at the following address or telephone number: Texas Gas Transmission, LLC, 3800 Frederica Street, Owensboro, Kentucky 42301, Attention: Corporate Secretary, Telephone: (270) 926-8686.

TO OBTAIN TIMELY DELIVERY OF ANY OF OUR FILINGS, AGREEMENTS OR OTHER DOCUMENTS, YOU MUST MAKE YOUR REQUEST TO US NO LATER THAN , 2003. IN THE EVENT THAT WE EXTEND EITHER OF THE EXCHANGE OFFERS, YOU MUST SUBMIT YOUR REQUEST AT LEAST FIVE BUSINESS DAYS BEFORE THE EXPIRATION DATE OF SUCH EXCHANGE OFFER, AS EXTENDED. EACH OF TGT PIPELINE AND TEXAS GAS MAY EXTEND ITS EXCHANGE OFFER IN ITS SOLE DISCRETION. SEE “THE EXCHANGE OFFERS” FOR MORE DETAILED INFORMATION.

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any person to provide you with additional, different or inconsistent information. If anyone provides you with additional, different or inconsistent information, you should not rely on it. You should assume that the information contained or incorporated by reference in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

TABLE OF CONTENTS

		Page

Disclosure About Forward-looking Statements		ii

Prospectus Summary		1

Summary Selected Financial Data		4

Summary Terms of the Exchange Offers		9

Summary of Terms of the Exchange Notes		13

Risk Factors		15

Exchange Offers		20

Use of Proceeds		29

Capitalization		30

Description of Certain Indebtedness		31

Description of the Exchange Notes		32

Plan of Distribution		49

Certain United States Federal Tax Considerations		51

Where You Can Find More Information		55

Incorporation by Reference		55

Validity of the Exchange Notes		56

Experts		56

DISCLOSURE ABOUT FORWARD-LOOKING STATEMENTS

Certain statements made or incorporated by reference in this prospectus constitute “forward-looking” statements within the meaning of the federal securities laws. Forward-looking statements include, without limitation, any statement that may project, indicate or imply future results, events, performance or achievements, and may contain the words “expect,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “will be,” “will continue,” “will likely result,” and similar expressions. Although TGT Pipeline and Texas Gas (individually an “issuer” and collectively the “issuers”) believe these forward-looking statements are based on reasonable assumptions, statements made regarding future results are subject to a number of assumptions, uncertainties, risks and other factors that could cause future results to be materially different from the results stated or implied in this document. These factors include, among others:

•

general economic and business conditions in the United States;

•

general industry trends;

•

future demand for natural gas;

•

availability of supplies of natural gas;

•

failure of our customers to perform their contractual obligations to us;

•

the existence of regulatory uncertainties with respect to our natural gas transportation and storage business;

•

developments that impact the Federal Energy Regulatory Commission proceedings involving us, including our success in sustaining our positions in such proceedings, or the success of interveners in opposing our positions;

•

governmental, statutory, regulatory or administrative developments affecting us or the natural gas industry;

•

the existence of competitors and developments in the natural gas transportation and storage industry;

•

the existence of operating risks inherent in the natural gas transportation and storage business;

•

acts of sabotage and terrorism for which insurance is not available at commercially reasonable premiums and on commercially reasonable terms;

•

availability of qualified personnel;

•

price differentials between natural gas and alternative fuels; and

•

our ability to replace our rate base as it is depreciated and amortized.

Developments in any of these areas could cause the issuers’ results to differ materially from results that have been or may be anticipated or projected by or on behalf of the issuers. These forward-looking statements speak only as of the date of this prospectus. The issuers expressly disclaim any obligation or undertaking to release publicly or otherwise to notify investors of any updates or revisions to any forward-looking statement contained herein to reflect any change in the issuers’ expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based, other than as may be required under the securities laws.

iii

PROSPECTUS SUMMARY

The following summary information is qualified in its entirety by the information contained elsewhere in this prospectus and in the indentures described under “Description of the Exchange Notes.”

This summary highlights information contained elsewhere in this prospectus or incorporated by reference in this prospectus. You should read the entire prospectus and the incorporated documents carefully, including the historical financial statements and the notes to those financial statements. You should read “Risk Factors” for more information about the important factors that you should consider before making a decision to exchange your old notes for exchange notes.

References in this prospectus to “we,” “us” and “our” refer to TGT Pipeline and Texas Gas, collectively, after the acquisition of Texas Gas by TGT Pipeline, as described below, and to Texas Gas with respect to activities prior to the acquisition.

The Issuers

TGT Pipeline, LLC, which we refer to as TGT Pipeline, was formed in April 2003 to acquire Texas Gas Transmission Corporation, and is an indirect wholly owned subsidiary of Loews Corporation. Loews Corporation, a holding company, is one of the largest diversified financial corporations in the United States, with its common stock traded on the New York Stock Exchange under the symbol “LTR.” Its principal subsidiaries, in addition to Texas Gas, are CNA Financial Corporation, Lorillard, Inc., Diamond Offshore Drilling, Inc., Loews Hotels Holding Corporation and Bulova Corporation. TGT Pipeline is a holding company and conducts all of its operations through Texas Gas. TGT Pipeline is the issuer and sole obligor for the outstanding TGT Pipeline old notes, and will be the sole obligor for the TGT Pipeline exchange notes.

Subsequent to its acquisition by TGT Pipeline, Texas Gas Transmission Corporation was converted into a limited liability company and renamed Texas Gas Transmission, LLC, which we refer to as Texas Gas. Texas Gas is the owner and operator of the pipeline system and related assets described below. It is the issuer and sole obligor for the Texas Gas old notes, and will be the sole obligor for the Texas Gas exchange notes.

Business

Texas Gas is an interstate natural gas transmission company that owns and operates a natural gas pipeline system originating in the Louisiana Gulf Coast area and in East Texas and running north and east through Louisiana, Arkansas, Mississippi, Tennessee, Kentucky, Indiana and into Ohio, with smaller diameter lines extending into Illinois. Texas Gas’ direct market area encompasses eight states in the South and Midwest, and includes the Memphis, Tennessee; Louisville, Kentucky; Cincinnati, Ohio; and the Evansville and Indianapolis, Indiana metropolitan areas. We also have indirect market access to the Northeast through interconnections with unaffiliated pipelines. Our revenues are derived from the interstate transportation and storage of natural gas for third parties. Our transportation and storage operations are subject to a regulated tariff imposed by the Federal Energy Regulatory Commission, or FERC, which is designed to allow us an opportunity to recover our costs and generate a regulated return on equity.

In 2002, we transported gas to 100 distribution companies and municipalities for resale to residential, commercial and industrial end users in Louisiana, Arkansas, Mississippi, Tennessee, Kentucky, Indiana, Illinois and Ohio and indirectly to customers in the Northeast. We also provided transportation services to approximately 15 industrial customers located along our system. At June 30, 2003, we had transportation contracts with

approximately 550 shippers including distribution companies, municipalities, intrastate pipelines, direct industrial users, electrical generators, marketers and producers. Our firm transportation and storage agreements generally have initial terms in excess of one year and account for the major portion of our business. Additionally, we offer interruptible transportation, short-term firm transportation and storage services, primarily under short-term agreements.

At June 30, 2003, our pipeline system had a peak day mainline delivery capacity of approximately 2.8 billion cubic feet (Bcf) of gas per day, and consisted of approximately 5,800 miles of mainline, storage, and branch transmission pipelines and 31 compressor stations having a sea-level-rated capacity totaling approximately 556,000 horsepower.

We also own and operate natural gas storage reservoirs in nine underground storage fields located in Indiana and Kentucky. The storage capacity of our certificated storage fields is approximately 178 Bcf of gas, of which approximately 55 Bcf is working gas. We own a majority of the storage gas which we use to meet operational balancing needs on our system, to meet the requirements of our firm and interruptible storage customers, and to meet the requirements of our “No-Notice” transportation service, which allows customers to temporarily draw from our storage gas to be repaid in-kind. Except for natural gas owned for system operations, we do not own the natural gas that is transported through our system.

The following table summarizes our total system transportation volumes for the periods shown (expressed in trillion British thermal units, or TBtus):

				Six Months Ended June 30,
	Year Ended December 31,				Pre Acq Jan. 1 - May 16, 2003	Post Acq May 17 - June 30, 2003
	2000	2001	2002	2002	Pre Acq Jan. 1 - May 16, 2003	Post Acq May 17 - June 30, 2003
Transportation Volumes	737.8	709.8	669.5	348.3	291.0	66.6
Average Daily Transportation Volumes	2.0	1.9	1.8	1.9	2.1	1.5
Average Daily Firm Reserved Capacity	2.1	2.1	2.2	2.2	2.5	1.8

Acquisition by Loews Corporation

On May 16, 2003, TGT Pipeline acquired all of the issued and outstanding capital stock of Texas Gas from a subsidiary of The Williams Companies, Inc. for approximately $803 million in cash, including transaction costs and closing adjustments, subject to final adjustment, and $250 million of Texas Gas debt that remained in place following closing (Acquisition). In connection with the Acquisition, Texas Gas borrowed $275 million, which we refer to as the “Interim Loan,” from affiliates of Lehman Brothers Inc. and Citigroup Global Markets Inc., and advanced those proceeds to TGT Pipeline. The Interim Loan was repaid on May 28, 2003 with the proceeds from the offering and sale of the old notes.

Business Strategy

Our business strategy is to capitalize on our strong customer relationships and well-positioned pipeline and storage assets to maximize economic returns. Key elements of our strategy include:

•

connecting substantial new customers to our system, principally from the electric generation market, such as the ten new power plants connected during 2002 and 2003 and one additional plant scheduled to be connected later this year, which we expect to demand significant quantities of gas transportation over time as they commence operations;

•

enhancing the attractiveness of our system to customers through interconnects or direct connections to new sources of supply that may be developed or increased over the next five years, such as Canadian gas supplies, deepwater Gulf of Mexico supplies, and proposed liquefied natural gas terminals;

•

continuing to use our market area storage fields strategically to meet operational balancing needs on our system, to provide firm and interruptible storage and park-and-loan services to customers, and to provide No-Notice Service to customers in our market area who borrow our storage gas in the winter season and replace it in-kind the following summer; and

•

continuing to offer new, flexible services tailored to particular types of customers, such as our Summer No-Notice Service designed primarily to meet the needs of the electric generation market and a Short-Term Firm service that provides for premium rates for seasonal or short-term customer needs.

SUMMARY SELECTED FINANCIAL DATA

TGT Pipeline was formed in April 2003, with an initial capitalization on May 16, 2003 of approximately $793 million, which was contributed to TGT Pipeline to enable it to acquire all of the outstanding capital stock of Texas Gas and it has no assets or operations other than its ownership of Texas Gas. The post-acquisition financial data reflects the pushdown of 100% of the estimated purchase price of $803 million, which includes fees and expenses associated with the Acquisition. A preliminary allocation of the purchase price was assigned to the assets and liabilities of Texas Gas, based on their estimated fair values in accordance with generally accepted accounting principles. As Texas Gas’ rates are regulated by the FERC, and the FERC does not allow recovery in rates of amounts in excess of original cost, Texas Gas’ historical net book value of regulatory related assets and liabilities are considered to be the fair value of those respective assets and liabilities. The excess purchase price above the historical net book value was allocated to goodwill. The accounting for the effects of the Acquisition included recognizing unfunded benefit obligations related to postretirement benefits other than pensions and pension benefits with a corresponding offset to regulatory assets, due to the probable future rate recovery of these costs.

The Acquisition was treated as an acquisition of assets for income tax purposes and, accordingly, Texas Gas will have tax basis in its assets and liabilities approximately equal to the acquisition price. In connection with the terms of this election, temporary differences that existed prior to the Acquisition no longer exist and differences, if any, between the new allocated purchase price for book and income tax are established as part of the purchase price allocation. Accordingly, deferred tax asset and liability balances existing prior to the Acquisition have been eliminated. Texas Gas has engaged a third-party consultant to assist in the appraisal of the assets and liabilities for income tax purposes and anticipates that this allocation will be completed prior to year end. When this allocation is completed, Texas Gas will adjust its purchase price allocation to reflect the appropriate amounts of deferred tax assets and liabilities, if any.

Texas Gas

The following table presents summary financial data for Texas Gas as of the dates and for the periods indicated. The income statement data for the five years ended December 31, 2002 and the balance sheet data as of December 31, 1998, 1999, 2000, 2001 and 2002 have been derived from financial statements prepared by our management, and have been audited by Ernst & Young LLP, independent auditors. The income statement data for the six month period ended June 30, 2002 and Pre-Acquisition period January 1 through May 16, 2003 and Post-Acquisition period May 17 through June 30, 2003, and balance sheet data as of June 30, 2003 have been derived from unaudited financial statements prepared by our management. As a result of the change in control of Texas Gas, the financial data presented for the period after the Acquisition reflects a new basis of accounting. The tables reflect the difference in basis by a bold vertical line separating the old basis as Pre-Acquisition from the new basis as Post-Acquisition. In the opinion of management, the unaudited financial statements included herein reflect all adjustments necessary (consisting of normal recurring accruals), for a fair presentation of such data. The financial data set forth below should be read in conjunction with the financial statements of Texas Gas and the notes thereto incorporated by reference in this prospectus.

	(in thousands) Year Ended December 31, Pre-Acquisition										(unaudited) (in thousands) Six Months Ended June 30,
	1998		1999		2000		2001		2002		Pre Acq 2002		Pre Acq Jan. 1 - May 16, 2003		Post Acq May 17 - June 30, 2003
Statement of Operations Data:
Transportation revenue	$	269,457	$	267,030	$	255,181	$	244,124	$	260,662	$	128,742	$	111,622	$	22,300
Total revenues		286,786		272,654		262,156		251,585		266,674		132,032		113,447		22,967
Operating costs and expenses		196,361		171,098		165,867		157,758		158,217		79,262		51,908		15,830
Operating income		90,425		101,556		96,289		93,827		108,457		52,770		61,539		7,137
Interest expense		21,226		19,802		19,805		21,678		20,490		10,496		7,392		2,845
Income before income taxes		74,379		86,050		85,667		75,615		92,746		45,180		56,861		4,819
Net income		44,907		52,343		52,247		45,131		56,099		27,188		34,474		2,940

Other Financial Data:
Depreciation and amortization	$	42,764	$	43,226	$	44,781	$	45,821	$	37,806	$	22,956	$	16,092	$	3,987
Capital expenditures net of allowance for funds used during construction		60,011		66,804		65,894		108,353		27,448		30,662		222		2,239
Ratio of earnings to fixed charges(1)		4.43		5.13		5.13		4.36		5.27		5.02		8.44		2.67
EBITDA(2)	$	133,578	$	145,334	$	145,104	$	139,680	$	149,574	$	78,085	$	78,380	$	11,207

	As of December 31, Pre-Acquisition										(unaudited) (in thousands) Post-Acquisition As of June 30,
	1998		1999		2000		2001		2002		2003
Balance Sheet Data:
Property, plant and equipment, net	$	940,500	$	963,565	$	997,509	$	1,061,278	$	1,057,968	$	658,130
Total assets		1,293,671		1,297,704		1,311,490		1,396,519		1,384,590		1,286,409
Long-term debt		251,160		250,860		250,533		250,174		249,781		347,543
Total stockholder’s equity		633,297		661,640		665,449		685,580		731,679		—
Total member’s equity		—		—		—		—		—		805,753

(1)

For the purpose of calculating the ratio of earnings to fixed charges, earnings are divided by fixed charges. Earnings represent the aggregate of (a) our pre-tax income, and (b) our fixed charges. Fixed charges represent interest (whether expensed or capitalized), amortized premiums, discounts and capitalized expenses related to indebtedness and an estimate of the interest within rental expense.

(2)

EBITDA (earnings before interest, income taxes (including charge-in-lieu of income taxes), and depreciation and amortization) is calculated as net income plus the sum of incomes taxes, interest, and depreciation and amortization. The following are the components of our EBITDA for each of the fiscal years ended December 31, 1998, 1999, 2000, 2001 and 2002, and the six months ended June 30, 2002 and the period January 1 to May 16, 2003 and the period May 17 through June 30, 2003:

	(in thousands) Year Ended December 31, Pre-Acquisiton															(unaudited) (in thousands) Six Months Ended June 30,
	1998			1999			2000			2001			2002			Pre Acq 2002			Pre Acq Jan. 1 - May 16, 2003			Post Acq May 17 - June 30, 2003
Net income	$	44,907		$	52,343		$	52,247		$	45,131		$	56,099		$	27,188		$	34,474		$	2,940
Provision for income taxes		29,472			33,707			33,420			30,484			36,647			17,992			22,387			—
Charge-in-lieu of income taxes		—			—			—			—			—			—			—			1,879
Depreciation and amortization		42,764			43,226			44,781			45,821			37,806			22,956			16,092			3,987
Interest expense		21,226			19,802			19,805			21,678			20,490			10,496			7,392			2,845
Interest income		(4,791	)		(3,744	)		(5,149	)		(3,434	)		(1,468	)		(547	)		(1,965	)		(444	)

EBITDA	$	133,578		$	145,334		$	145,104		$	139,680		$	149,574		$	78,085		$	78,380		$	11,207

EBITDA is not a measure of cash flow as determined by generally accepted accounting principles. Certain items excluded from EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as historic costs of depreciable assets. We have included information concerning EBITDA because EBITDA provides additional information as to our ability to meet our fixed charges and is presented solely as a supplemental measure. However, viewing EBITDA as an indicator of our ability to service indebtedness should be done with caution, as we might be required to conserve funds or to allocate funds to business or legal purposes other than servicing our indebtedness. EBITDA should not be considered as an alternative to, or more meaningful than, net income or cash flow as determined in accordance with generally accepted accounting principles or as an indicator of our operating performance or liquidity. EBITDA is not necessarily comparable to a similarly titled measure of another company.

TGT Pipeline

The following tables present summary consolidated financial data for TGT Pipeline from May 17 through June 30, 2003. Although TGT Pipeline was formed in April 2003, no financial activity took place until the sale was finalized on May 16, 2003. The data has been derived from unaudited financial statements prepared by our management. In the opinion of management, the unaudited financial data included herein reflect all adjustments necessary (consisting of normal recurring accruals), for a fair presentation of such data. The financial data set forth below should be read in conjunction with the financial statements of TGT Pipeline and notes thereto incorporated by reference in this prospectus.

		(unaudited) (in thousands) Period From May 17- June 30, 2003
Statement of Operations Data:
Transportation revenue		$22,300
Total revenues		22,967
Operating costs and expenses		15,836
Operating income		7,131
Interest expense		3,769
Income before income taxes		3,472
Net income		2,132

Other Financial Data:
Depreciation and amortization		$3,987
Capital expenditures net of allowance for funds used during construction		2,239
Ratio of earnings to fixed charges(1)		1.92
EBITDA(2)		$11,201


	(unaudited) (in thousands) As of June 30, 2003
Balance Sheet Data:
Property, plant and equipment, net	$	658,130
Total assets		1,194,713
Long-term debt		530,690
Total member’s equity		516,676

(1)

(2)

EBITDA (earnings before interest, charge-in-lieu of income taxes, and depreciation and amortization) is calculated as net income plus the sum of incomes taxes, interest, and depreciation and amortization. The following are the components of our EBITDA for the period May 17 through June 30, 2003:

	(unaudited) (in thousands) Period From May 17 - June 30, 2003
Net income	$	2,132
Charge-in-lieu of income taxes		1,340
Depreciation and amortization		3,987
Interest expense		3,769
Interest income		(27	)
EBITDA	$	11,201

SUMMARY TERMS OF THE EXCHANGE OFFERS

On May 28, 2003, TGT Pipeline completed the private offering of $185 million aggregate principal amount of the TGT Pipeline old notes and Texas Gas completed the private offering of $250 million aggregate principal amount of the Texas Gas old notes. We entered into a registration rights agreement with the initial purchasers of the old notes, in which we agreed to deliver to you this prospectus and to use our reasonable best efforts to complete an exchange offer within 180 days after the date of original issuance of the TGT Pipeline old notes and the Texas Gas old notes. Below is a summary of the exchange offers.

The Exchange Offers		TGT Pipeline is offering to exchange up to $185 million aggregate principal amount of its 5.200% Notes due 2018 for an equal principal amount of TGT Pipeline old notes, in integral multiples of $1,000, and

		Texas Gas is offering to exchange up to $250 million aggregate principal amount of its 4.600% Notes due 2015 for an equal principal amount of Texas Gas old notes, in integral multiples of $1,000.

Expiration of the Exchange Offers; Withdrawal of Tender
		The exchange offers will expire at 5:00 p.m., New York City time, on , 2003, or a later date and time to which we may extend them. TGT Pipeline and Texas Gas may each extend its exchange offer independent of the other exchange offer. We do not currently intend to extend the expiration of the exchange offers. You may withdraw your tender of old notes in the exchange offers at any time before the expiration of the applicable exchange offer. Any old notes not accepted for exchange for any reason will be returned without expense to you promptly after the expiration or termination of the applicable exchange offer.

Conditions to the Exchange Offers		The exchanges offers are not conditioned upon any minimum aggregate principal amount of old notes being tendered for exchange. The exchange offers are subject to customary conditions, which we may waive. Please read “The Exchange Offers—Conditions” for more information regarding the conditions to the exchange offers.

Procedures for Tendering Notes		To tender old notes held in book-entry form through the Depository Trust Company (“DTC”), you must transfer your old notes into the exchange agent’s account in accordance with DTC’s Automated Tender Offer Program, or ATOP, system. In lieu of delivering a letter of transmittal to the exchange agent, a computer-generated message, in which the holder of the old notes acknowledges and agrees to be bound by the terms of the letter of transmittal, must be transmitted by DTC on behalf of a holder and received by the exchange agent before 5:00 p.m., New York City time, on the expiration date. In all other cases, a letter of transmittal must be manually executed and received by the exchange agent before 5:00 p.m., New York City time, on the expiration date.

	By signing, or agreeing to be bound by, the letter of transmittal, you will represent to us that, among other things:

	•	any exchange notes to be received by you will be acquired in the ordinary course of your business;

	•	you are not engaged in, and do not intend to engage in, the distribution of the exchange notes, and you have no arrangement or understanding with any person to participate in the distribution of the exchange notes;

	•	you are not our “affiliate” (as defined in Rule 405 under the Securities Act);

	•	if you are a broker-dealer, you will receive exchange notes for your own account in exchange for old notes that were acquired as a result of market-making activities or other trading activities and you acknowledge that you will deliver a prospectus in connection with any resale of these exchange notes;

	•	if you are a broker-dealer, you did not purchase the old notes to be exchanged for the exchange notes from us in the initial offering of the old notes; and

	•	you are not acting on behalf of any person who could not truthfully and completely make the above representations.

Special Procedures for Beneficial Owners
Special Procedures for Beneficial Owners	If you are a beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you want to tender old notes in the exchange offers, you should contact the registered owner promptly and instruct the registered holder to tender on your behalf. If you wish to tender on your own behalf, you must, before completing and executing the letter of transmittal and delivering your old notes, either make appropriate arrangements to register ownership of the old notes in your name or obtain a properly completed bond power from the registered holder.

Guaranteed Delivery Procedures	If you wish to tender your old notes, and time will not permit your required documents to reach the exchange agent by the expiration date, or the procedure for book-entry transfer cannot be completed on time, you may tender your old notes under the procedures described in “The Exchange Offers—Guaranteed Delivery Procedures.”


Effect on Holders of Outstanding Notes	As a result of making the exchange offers, and upon acceptance for exchange of all validly tendered old notes, we will have fulfilled some of our obligations under the registration rights agreement, and, accordingly, there will be no increase in the interest rate on the old notes under the registration rights agreement if the old notes were eligible for exchange, but not exchanged, in the exchange offers. If you are a holder of old notes and you do not tender your old notes in the exchange offers, you will continue to hold your old notes and will be entitled to the rights and subject to the limitations applicable to the old notes in the indenture.

	Any trading market for the old notes could be adversely affected if some but not all of the old notes are tendered and accepted in the exchange offers.

Consequences of Failure to Exchange	All untendered old notes will remain subject to the restrictions on transfer provided for in the old notes and in the indenture. Generally, the old notes that are not exchanged for exchange notes in the exchange offers will remain restricted securities, and may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws.

Certain U.S. Federal Income Tax Considerations
	The exchange of old notes for exchange notes in the exchange offers should not be a taxable event for U.S. federal income tax purposes. See “Certain U.S. Federal Income Tax Considerations” for a more detailed description of the tax consequences of the exchange.

Resale	Under existing interpretations of the Securities Act by the staff of the SEC contained in several no-action letters to third parties, and subject to the immediately following sentence, we believe that the exchange notes will generally be freely transferable by holders after the exchange offers without further compliance with the registration and prospectus delivery requirements of the Securities Act (subject to certain representations required to be made by each holder of old notes, as set forth under “Exchange Offer—Procedures for Tendering”). However, any holder of old notes who:

	•	is one of our “affiliates” (as defined in Rule 405 under the Securities Act);

	•	does not acquire the exchange notes in the ordinary course of business;

	•	intends to distribute the exchange notes as part of the exchange offers; or


	•	is a broker-dealer that purchased old notes from us in the initial offering of the old notes for resale pursuant to Rule 144A or any other available exemption under the Securities Act,

	will not be able to rely on the interpretations of the staff of the SEC, will not be permitted to tender old notes in the exchange offers and, in the absence of any exemption, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.

	Each broker-dealer that receives exchange notes for its own account under the exchange offers in exchange for old notes that were acquired by the broker-dealer as a result of market-making or other trading activity must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. See “Plan of Distribution.”

Use of Proceeds	We will not receive any cash proceeds from the issuance of the exchange notes pursuant to the exchange offers.

Exchange Agent	The Bank of New York is the exchange agent for the exchange offers. The address and telephone number of the exchange agent are set forth in “Exchange Offers—Exchange Agent.”

SUMMARY TERMS OF THE EXCHANGE NOTES

The following summary of the terms of the exchange notes is not a complete description. See “Description of the Exchange Notes” for further information regarding the terms of the notes.

The exchange notes will be identical in all material respects to the old notes for which they have been exchanged, except:

•

the offer and sale of the exchange notes will have been registered under the Securities Act, and thus the exchange notes generally will not be subject to the restrictions on transfer applicable to the old notes or bear restrictive legends;

•

the exchange notes will not be entitled to registration rights; and

•

the exchange notes will not have the right to earn additional interest under circumstances relating to our registration obligations.


Issuers		TGT Pipeline, LLC and Texas Gas Transmission, LLC.

Securities Offered		$185,000,000 aggregate principal amount of 5.200% notes due 2018 of TGT Pipeline, or the TGT Pipeline exchange notes.

		$250,000,000 aggregate principal amount of 4.600% notes due 2015 of Texas Gas, or the Texas Gas exchange notes.

		Unless the context requires otherwise, references in this prospectus to the “exchange notes” refer to the TGT Pipeline exchange notes and the Texas Gas exchange notes, collectively.

Interest Payment Dates		June 1 and December 1 of each year, commencing on December 1, 2003.

Interest Rates		TGT Pipeline exchange notes: 5.200%

		Texas Gas exchange notes: 4.600%

Redemption		The applicable issuer may redeem its exchange notes, in whole or in part, at any time at the “make-whole” prices described in “Description of the Exchange Notes—The TGT Pipeline Exchange Notes—Optional Redemption” and “Description of the Exchange Notes—The Texas Gas Exchange Notes—Optional Redemption.”

Ranking		The exchange notes will be the senior unsecured obligations of the applicable issuer and will rank on a parity with all other senior unsecured, unsubordinated indebtedness of the issuer, including all other unsubordinated debt securities issued under the indentures governing the exchange notes. Texas Gas is a wholly owned subsidiary of TGT Pipeline. Therefore, the TGT Pipeline exchange notes will be effectively subordinated in right of payment to the Texas Gas exchange notes and to all existing and future debt and other liabilities of Texas Gas. The indentures governing the exchange notes allow for the issuance by the applicable issuer from time to time of senior unsecured indebtedness in an unlimited amount. See “Description of the Exchange Notes.”


Form and Denomination		The exchange notes will be issued in fully registered form in denominations of $1,000 and in integral multiples of $1,000.

Further Issues		Each issuer may from time to time, without notice to or the consent of the holders of its exchange notes, create and issue additional debt securities under the indenture governing its exchange notes having the same terms as, and ranking equally with, its exchange notes in all respects (except for the offering price and issue date), as described more fully in “Description of the Exchange Notes—The TGT Pipeline Exchange Notes—General” and “Description of the Exchange Notes—The Texas Gas Exchange Notes—General.”

DTC Eligibility		The exchange notes will be represented by global certificates deposited with, or on behalf of, DTC or its nominee. See “Description of the Exchange Notes—Book-Entry, Delivery and Form.”

Same-Day Settlement		Beneficial interests in the exchange notes will trade in DTC’s same-day funds settlement system until maturity. Therefore, secondary market trading activity in such interests will be settled in immediately available funds.

Trustee, Registrar and Paying Agent		The Bank of New York.

RISK FACTORS

In addition to the other information set forth elsewhere or incorporated by reference in this prospectus, the following factors relating to the issuers and the exchange offers should be considered carefully before deciding to exchange your old notes for exchange notes.

Risks Related To The Exchange Notes

Your right to receive payments on the exchange notes is effectively subordinated to future secured debt of each issuer.

The exchange notes will be several unsecured general obligations of each issuer which will rank senior in right of payment to all debt which by its terms is expressly subordinated to the exchange notes of such issuer and equal in right of payment to all of each issuer’s other existing or future unsecured debt. Any future secured debt incurred by an issuer, including debt incurred under future credit facilities, will have prior claims over the exchange notes of such issuer to the extent of the value of the assets securing such debt. Moreover, to the extent the value of the collateral for an issuer’s secured debt is not sufficient to satisfy the secured indebtedness, the holders of that indebtedness would be entitled to share in that issuer’s other assets along with the holders of its exchange notes and its other general creditors. Although we currently do not have any debt secured by liens on our assets, the indentures permit us to incur both secured and unsecured debt in the future, subject to specific limitations described in “Description of the Exchange Notes—The TGT Pipeline Exchange Notes—Certain Covenants of TGT Pipeline” and “Description of the Exchange Notes—The Texas Gas Exchange Notes—Certain Covenants of Texas Gas.”

The TGT Pipeline exchange notes will be structurally subordinated to any debt or other obligations of Texas Gas.

TGT Pipeline has no significant assets or operations other than its investment in Texas Gas, and its ability to meet its debt service obligations depends on receipt of cash from Texas Gas. The TGT Pipeline exchange notes will be an obligation of TGT Pipeline and the holders of the TGT Pipeline exchange notes will not have any claim against Texas Gas or its assets for repayment of such exchange notes. Accordingly, the TGT Pipeline exchange notes will be effectively subordinated to the liabilities of Texas Gas, including the Texas Gas exchange notes and the Texas Gas old notes. The creditors of Texas Gas will be entitled to be paid from its assets before any payment may be made with respect to the TGT Pipeline exchange notes.

The exchange notes have no existing market.

There is no existing market for the exchange notes and no liquid market may develop for the exchange notes. The ability of noteholders to sell their exchange notes, or the price at which noteholders will be able to sell their exchange notes, will depend on many factors, including, among other things, prevailing interest rates, our operating results and the market for similar securities.

If you do not exchange your old notes, they may be difficult to resell.

It may be difficult for you to sell old notes that are not exchanged in the exchange offers, since any old notes not exchanged will continue to be subject to the restrictions on transfer described in the legend on the global securities representing the outstanding old notes. These restrictions on transfer exist because we issued the old notes pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. Generally, the old notes that are not exchanged for exchange notes will remain restricted securities. Accordingly, those old notes may not be offered or sold, unless registered under the Securities Act and applicable state securities laws, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. To the extent any old notes are tendered and accepted in the exchange offers, the trading market, if any, for the old notes that remain outstanding after the exchange offers may be adversely affected due to a reduction in market liquidity.

Risks Related To The Acquisition

Texas Gas has no recent history of independent operations.

Prior to the acquisition, Texas Gas had been a subsidiary of The Williams Companies, Inc., an integrated energy company with extensive interests in other natural gas pipeline and storage assets, and participated in shared services arrangements in areas such as administration, information technology, finance, legal and human resources. Following its acquisition by TGT Pipeline, Texas Gas will receive limited transition services from Williams at least through December 31, 2003, and will be required to develop such services internally or obtain them from another party. We cannot assure you that we will be able to develop or obtain such services on satisfactory terms, or that our operations will not be adversely impacted by the transition to new providers of such services.

Texas Gas may adjust its financial statements to refine purchase accounting.

The post-acquisition financial statements reflect the pushdown of 100% of the estimated purchase price. A preliminary allocation of the purchase price was assigned to the assets and liabilities of Texas Gas, based on their estimated fair values in accordance with generally accepted accounting principles. As Texas Gas’ rates are regulated by the FERC, and the FERC does not allow recovery in rates of amounts in excess of original cost, Texas Gas’ historical net book value of regulatory related assets and liabilities are considered to be the fair value of those respective assets and liabilities. The excess purchase price above the historical net book value was allocated to goodwill. The accounting for the effects of the Acquisition included recognizing unfunded benefit obligations related to postretirement benefits other than pensions and pension benefits with a corresponding offset to regulatory assets, due to the probable future rate recovery of these costs.

Risks Related to Texas Gas’ Business

Our gas transmission and storage operations are subject to government regulations and rate proceedings that could have an adverse impact on our ability to recover the costs of operating our pipeline facilities.

Our interstate gas transmission and storage operations are subject to the FERC’s rules and regulations in accordance with the Natural Gas Act of 1938 and the Natural Gas Policy Act of 1978. The FERC’s regulatory authority extends to:

•

transportation of natural gas in interstate commerce;

•

rates and charges;

•

construction;

•

acquisition, extension or abandonment of services or facilities;

•

accounts and records;

•

depreciation and amortization policies; and

•

operating terms and conditions of service.

Texas Gas’ rates for its transportation and storage service are subject to FERC approval and required to be just and reasonable. FERC rate-making principles allow recovery of Texas Gas’ costs included in its regulatory cost of service incurred to construct, own, operate and maintain its gas transportation and storage assets, to the extent such costs are reasonably and prudently incurred. Pursuant to Texas Gas’ last rate settlement approved by FERC, Texas Gas is required to file a general rate case with such new rates to be effective no later than November 1, 2005, unless Texas Gas determines to seek an earlier change in its rates. We cannot assure you that Texas Gas will be able to recover all of its costs through its existing or future rates. The failure to recover material costs could have a material adverse effect on our financial condition and results of operations. In addition, given the extent of the FERC’s regulatory power, we cannot give any assurance regarding the likely regulations under which we will operate our natural gas transmission and storage business in the future or the effect of regulation on our financial position and results of operations.

Texas Gas is subject to environmental and safety regulation in all jurisdictions in which it operates, and any changes in such regulations could negatively affect its results of operations.

Texas Gas’ operations are subject to extensive environmental and safety regulation pursuant to a variety of federal, state and municipal laws and regulations. Such regulations impose, among other things, restrictions, liabilities and obligations in connection with the generation, handling, use, storage, transportation, treatment and disposal of hazardous substances and waste and in connection with spills, releases and emissions of various substances into the environment. Environmental and safety regulations also require that our facilities, sites and other properties be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Existing environmental regulations could be revised or reinterpreted, new laws and regulations could be adopted or become applicable to Texas Gas or its facilities, and future changes in environmental and safety laws and regulations could occur. The federal government and several states recently have proposed increased environmental regulation of many industrial activities, including increased regulation of air quality, water quality and solid waste management.

Compliance with environmental and safety regulations could require significant expenditures, including expenditures for compliance with the Clean Air Act and similar legislation, for clean up costs and damages arising out of contaminated properties, and for failure to comply with regulations which might result in the imposition of fines and penalties. The steps we may be required to take to bring certain of our facilities into compliance could be prohibitively expensive, and we might be required to shut down or alter the operation of those facilities, which might cause us to incur losses.

Further, Texas Gas’ regulatory rate structure and its contracts with clients might not necessarily allow us to recover capital costs incurred to comply with new environmental and safety requirements. Also, Texas Gas might not be able to obtain or maintain from time to time all required environmental regulatory approvals for certain development projects. If there is a delay in obtaining any required environmental regulatory approvals or if Texas Gas fails to obtain and comply with them, the operation of its facilities could be prevented or become subject to additional costs. Should Texas Gas fail to comply with all applicable environmental laws, it might be subject to penalties and fines imposed by regulatory authorities. No assurance can be made that the costs of complying with environmental and safety regulation in the future will not have a material adverse effect on our financial condition or results of operations.

Gas transmission activities involve numerous risks that might result in accidents and other operating risks and costs.

There are inherent in Texas Gas’ gas transmission properties a variety of operating risks, such as leaks, explosions and mechanical problems, all of which could cause substantial financial losses. In addition, these risks could result in loss of human life, significant damage to property, environmental pollution, impairment of Texas Gas’ operations and substantial losses. The location of pipelines near populated areas, including residential areas, commercial business centers and industrial sites, could significantly increase the level of damages resulting from

these risks. We currently possess property, business interruptions and general liability insurance, but proceeds from such insurance coverage may not be adequate for all liabilities incurred, lost revenues or increased expenses. Moreover, such insurance may not be available in the future at commercially reasonable costs and on commercially reasonable terms. Changes in the insurance markets subsequent to the September 11, 2001 terrorist attacks have made it more difficult for us to obtain certain types of coverage. There can be no assurance that we will be able to obtain the levels or types of insurance we would otherwise have obtained prior to these market changes or that the insurance coverage we do obtain will not contain large deductibles or fail to cover certain hazards or that will otherwise cover all potential losses. The occurrence of any of these events not fully covered by insurance could have a material adverse effect on our financial position and results of operations.

Recent terrorist activities and the potential for military and other actions could adversely affect our business.

The continued threat of terrorism and the impact of retaliatory military and other action against the United States and its allies might lead to increased political, economic and financial market instability and volatility in prices for natural gas, which could affect the market for our gas transmission operations. In addition, future acts of terrorism could be directed against companies operating in the United States, and it has been reported that terrorists might be targeting domestic energy facilities. While we are taking steps that we believe are appropriate to increase the security of our energy assets, there is no assurance that we can completely secure our assets or to completely protect them against a terrorist attack, or obtain adequate insurance coverage for such acts at reasonable rates. These developments have subjected our operations to increased risks and, depending on their ultimate magnitude, could have a material adverse effect on our business. In particular, we might experience increased capital or operating costs to implement increased security.

Increased competition could have a significant financial impact on us.

Texas Gas competes primarily with other interstate pipelines in the transportation of natural gas, and natural gas, in turn, competes with other forms of energy available to Texas Gas’ customers, including electricity, coal, and fuel oils. The principal elements of competition among pipelines are rates, terms of service, access to supply basins, and flexibility and reliability of service. The FERC’s policies promoting competition in gas markets are having the effect of increasing the gas transportation options for Texas Gas’ traditional customer base, and we have begun to experience some “turnback” of firm capacity as existing transportation service agreements expire and are not renewed. If we are unable to remarket unrenewed capacity, we or our remaining customers will have to bear the costs associated with the capacity that is turned back. Increased competition could reduce the volumes of gas transported by our pipeline system or, in cases where we do not have long-term fixed rate contracts, could force us to lower our rates to meet competition. The impact of competition on us could be significantly increased as a result of factors that have the effect of significantly decreasing demand for natural gas in the markets served by our pipeline, such as competing or alternative forms of energy; a recession or other adverse economic conditions; weather; higher fuel costs; and taxes or other governmental or regulatory actions that directly or indirectly increase the cost or limit the use of natural gas.

We may not be able to maintain or replace gas transportation service and storage contracts at favorable rates as existing contracts expire.

Our business relies on our ability to maintain gas transportation service and storage contracts with customers subject to favorable transportation rates. Currently, approximately 43% of the capacity of our pipeline system are under contracts that are due to expire on or before December 31, 2005. Upon expiration, we may not be able to extend contracts with existing customers or obtain replacement contracts at rates favorable to us or on a long-term basis. The extension or replacement of our existing contracts depends on a number of factors beyond our control, including:

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existing and new competition to deliver natural gas to our markets;

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the growth in demand for natural gas in our markets;

•

whether transportation of natural gas pursuant to long-term contracts continues to be market practice; and

•

whether our business strategy continues to be successful.

Any failure to extend or replace a significant portion of these contracts may have a material adverse effect on our revenues and results of operations.

A significant portion of our revenues are from two customers.

In 2002, Proliance Energy, LLC and Atmos Energy accounted for approximately 18% and 12%, respectively, of our total operating revenues. A substantial portion of Proliance Energy’s and Atmos Energy’s contracted capacity is up for renewal in 2008 and 2004, respectively. Our profitability and ability to make payments under the notes generally will depend upon our ability to retain such customers and the continued financial performance and creditworthiness of such customers.

EXCHANGE OFFERS

PURPOSE AND EFFECT OF THE EXCHANGE OFFERS

In connection with the issuance of the old notes on May 28, 2003, we entered into a registration rights agreement which provides for the exchange offers. A copy of the registration rights agreement is filed as an exhibit to the registration statement of which this prospectus is a part. Under the registration rights agreement we agreed to use our reasonable best efforts to file and cause to become effective a registration statement with respect to offers to exchange the old notes for the exchange notes. We also agreed to use our reasonable best efforts to cause the exchange offers to be consummated within 180 days following the original issuance of the old notes. We are making the exchange offers to comply with our contractual obligations under the registration rights agreement. Except under limited circumstances described under “Registration Rights—Shelf Registration,” upon completion of the exchange offers, our obligations with respect to the registration of the old notes will terminate. The exchange offers are not being made to, nor will we accept tenders for exchange from, holders of old notes in any jurisdiction in which the exchange offers or the acceptance of them would not be in compliance with the securities or blue sky laws of that jurisdiction.

TERMS OF THE EXCHANGE OFFERS

Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, which together constitute the exchange offers, TGT Pipeline and Texas Gas will accept for exchange any TGT Pipeline old notes and Texas Gas old notes, respectively, properly tendered and not withdrawn before expiration of the applicable exchange offer. The date of acceptance for exchange of the old notes and completion of the exchange offers, is the applicable exchange date, which will be the first business day following the expiration date unless we extend the date as described in this document. TGT Pipeline will issue $1,000 principal amount of TGT Pipeline exchange notes in exchange for each $1,000 principal amount of TGT Pipeline old notes surrendered under its exchange offer. Texas Gas will issue $1,000 principal amount of Texas Gas notes in exchange for each $1,000 principal amount of Texas Gas old notes surrendered under its exchange offer. The old notes may be tendered only in integral multiples of $1,000. The exchange notes will be delivered on the earliest practicable date following the applicable exchange date.

Interest on the exchange notes will accrue from the last payment date on which interest was paid on the old notes surrendered in exchange therefor or, if no interest has been paid on the old notes surrendered, from May 28, 2003. Accordingly, holders of exchange notes on the relevant record date for the first interest payment date following the consummation of the exchange offers will receive interest accruing from the most recent date on which interest has been paid or, if no interest has been paid, from May 28, 2003. Old notes accepted for exchange will cease to accrue interest from and after the date of consummation of the exchange offers. Holders of old notes whose old notes are accepted for exchange will not receive any payment in respect of accrued interest on such old notes otherwise payable on any interest payment date which occurs on or after the consummation of the exchange offers.

The form and terms of the exchange notes will be identical in all material respects to the form and terms of the old notes, except:

•

the exchange notes will not be entitled to registration rights under the registration rights agreement; and

•

the exchange notes will not have the right to earn additional interest under circumstances relating to our registration obligations.

The exchange notes will evidence the same debt as the old notes. The exchange notes will be issued under and entitled to the benefits of the same indenture that authorized the issuance of the old notes for which the

applicable exchange notes may be exchanged. Consequently, (1) both the TGT Pipeline old notes and the TGT Pipeline exchange notes will be treated as a single series of debt securities under the TGT Pipeline notes indenture and (2) both the Texas Gas old notes and the Texas Gas exchange notes will be treated as a single series of debt securities under the Texas Gas notes indenture. For a description of the respective indentures, see “Description of the Exchange Notes.”

The exchange offers are not conditioned upon any minimum aggregate principal amount of old notes being tendered for exchange. As of the date of this prospectus, $185 million aggregate principal amount of the TGT Pipeline old notes are outstanding and $250 million aggregate principal amount of the Texas Gas old notes are outstanding. This prospectus and the accompanying letter of transmittal are being sent to all registered holders of old notes. There will be no fixed record date for determining registered holders of old notes entitled to participate in the exchange offers.

We intend to conduct the exchange offers in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations of the SEC. Old notes that are not exchanged in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits their holders have under the indentures.

We will be deemed to have accepted for exchange properly tendered old notes when we have given oral or written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the holders of old notes who surrender them in the exchange offers for the purposes of receiving the exchange notes from us and delivering the exchange notes to their holders. The exchange agent will make the exchange as promptly as practicable on or after the date of acceptance for exchange of the old notes.

Holders who tender old notes in the exchange offers will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of old notes. Each issuer will pay all charges and expenses, other than applicable taxes described below, in connection with its exchange offer. You should read “—Fees and Expenses” for more details regarding fees and expenses incurred in the exchange offers.

EXPIRATION OF THE EXCHANGE OFFERS; EXTENSIONS; AMENDMENTS

The exchange offers will expire at 5:00 p.m., New York City time, on , 2003. Each issuer can extend its exchange offer in its sole discretion, in which case the term “expiration date” means for each exchange offer the latest date and time to which an issuer extends such exchange offer. If an issuer decides to extend the exchange offer period, it will then delay acceptance of any of its old notes by giving notice of an extension as described below. During any extension period, all old notes previously tendered will remain subject to such exchange offer and may be accepted for exchange by the applicable issuer. We will return any old notes not accepted for exchange to the tendering holder after the expiration or termination of the exchange offers.

Each issuer’s obligation to accept old notes for exchange in its exchange offer is subject to the conditions described below under “—Conditions.” Each issuer may decide to waive any of the conditions for its exchange offer in its discretion. Furthermore, each issuer expressly reserves the right to amend or terminate its exchange offer, and not to accept for exchange any of its old notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offers specified below under the same heading. By press release or other public announcement we will give oral or written notice of any extension, amendment, non-acceptance or termination as promptly as practicable. Without limiting the manner in which an issuer may choose to make a public announcement of any delay, extension, amendment or termination of its exchange offer, we will have no obligation to publish, advertise or otherwise communicate any such public announcement, other than by making a timely release to an appropriate news agency.

Each issuer reserves the right to amend the terms of its exchange offer in any manner. If an issuer amends its exchange offer in a manner that it determines constitutes a material change, such issuer will disclose the

amendment by means of a prospectus supplement. If an issuer makes such a material change less than five to ten business days, depending on the significance of the amendment, before the expiration of such exchange offer, the applicable issuer will extend the amended exchange offer so that you have at least five to ten business days to tender or withdraw. Each issuer will notify you of any extension of its exchange offer by means of a press release or other public announcement no later than 9:00 a.m., New York City time, on the first business day after the previously scheduled expiration time.

CONDITIONS

Despite any other term of the exchange offers, or any extension of the exchange offers, an issuer will not be required to accept for exchange, or to exchange, any old notes for any exchange notes and, as described below, may terminate its exchange offer, or may waive any of the conditions to or amend its exchange offer, if any of the following conditions has occurred or exists:

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any action or proceeding is instituted or threatened in any court or by or before any governmental agency relating to the exchange offer that, in such issuer’s reasonable judgment, might materially impair its ability to proceed with the exchange offer; or

•

any law, statute, rule, or regulation, order, or SEC staff interpretation is proposed, adopted, enacted, entered, or issued that, in the issuer’s reasonable judgment, might materially impair its ability to proceed with the exchange offer.

These conditions are solely for our benefit and we may assert them regardless of the circumstances that may give rise to them. If an issuer determines in its sole discretion that any of the foregoing events or conditions has occurred or exists, it may, subject to applicable law, terminate its exchange offer, whether or not any old notes have been accepted for exchange, or may waive any such condition or otherwise amend the terms of its exchange offer in any respect. See “—Expiration of the Exchange Offers; Extensions; Amendments” above. If we fail at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of that right. Each of these rights will be deemed an ongoing right that we may assert at any time or at various times.

We will not accept for exchange any old notes tendered, and we will not issue exchange notes in exchange for any old notes, if at that time a stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indentures under the Trust Indenture Act of 1939.

In addition, we will not be obligated to accept for exchange the old notes of any holder that has not made to us:

•

the representations described under “—Procedures for Tendering” and “Plan of Distribution”; and

•

any other representations that may be reasonably necessary under applicable SEC rules, regulations or interpretations to make available to us an appropriate form for registration of the exchange notes under the Securities Act.

PROCEDURES FOR TENDERING

We have forwarded to you, along with this prospectus, a letter of transmittal relating to the exchange offers. A holder need not submit a letter of transmittal if the holder tenders old notes in accordance with the procedures mandated by DTC’s Automated Tender Offer Program (“ATOP”). To tender old notes without submitting a letter of transmittal, the electronic instructions sent to DTC and transmitted to the exchange agent must contain your acknowledgment of receipt of and your agreement to be bound by and to make all of the representations contained in the letter of transmittal. In all other cases, a letter of transmittal must be manually executed and delivered as described in this prospectus.

Only a holder of record of old notes may tender old notes in the exchange offers. To tender in the exchange offers, a holder must comply with all applicable procedures of DTC and either:

•

complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal; have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires; and deliver the letter of transmittal or facsimile to the exchange agent prior to the expiration date; or

•

in lieu of delivering a letter of transmittal, instruct DTC to transmit on behalf of the holder a computer-generated message to the exchange agent in which the holder of the old notes acknowledges and agrees to be bound by the terms of the letter of transmittal, which computer-generated message must be received by the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.

In addition, either:

•

the exchange agent must receive the old notes along with the letter of transmittal; or

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with respect to the old notes, the exchange agent must receive, before expiration of the exchange offer, timely confirmation of book-entry transfer of old notes into the exchange agent’s account at DTC, according to the procedure for book-entry transfer described below; or

•

the holder must comply with the guaranteed delivery procedures described below.

To be tendered effectively, the exchange agent must receive any physical delivery of the letter of transmittal and other required documents at the address set forth below under “—Exchange Agent” before expiration of the exchange offer. To receive confirmation of valid tender of old notes, a holder should contact the exchange agent at the telephone number listed under “—Exchange Agent.”

The tender by a holder that is not withdrawn before expiration of the applicable exchange offer will constitute an agreement between that holder and the applicable issuer in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal. Only a registered holder of old notes may tender the old notes in the exchange offer. If a holder completing a letter of transmittal tenders less than all of old notes held by that holder, that tendering holder should fill in the applicable box of the letter transmittal. The amount of old notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated.

If old notes, the letter of transmittal or any other required documents are physically delivered to the exchange agent, the method of delivery is at the holder’s election and risk. Rather than mail these items, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure delivery to the exchange agent before expiration of the exchange offers. Holders should not send the letter of transmittal or old notes to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or other nominees to effect the above transactions for them.

Any beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct it to tender on the owner’s behalf. If the beneficial owner wishes to tender on its own behalf, it must, prior to completing and executing the letter of transmittal and delivering its old notes, either:

•

make appropriate arrangements to register ownership of the old notes in the owner’s name; or

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obtain a properly completed bond power from the registered holder of old notes.

The transfer of registered ownership may take considerable time and may not be completed prior to the expiration date.

If the letter of transmittal is signed by the record holder(s) of the old notes tendered, the signature must correspond with the name(s) written on the face of the old notes without alteration, enlargement or any change whatsoever. If the letter of transmittal is signed by a participant in DTC, the signature must correspond with the name as it appears on the security position listing as the holder of the old notes.

A signature on a letter of transmittal or a notice of withdrawal must be guaranteed by an eligible guarantor institution. Eligible guarantor institutions include banks, brokers, dealers, municipal securities dealers, municipal securities brokers, government securities dealers, government securities brokers, credit unions, national securities exchanges, registered securities associations, clearing agencies and savings associations. The signature need not be guaranteed by an eligible guarantor institution if the old notes are tendered:

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by a registered holder who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

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for the account of an eligible institution.

If the letter of transmittal is signed by a person other than the registered holder of any old notes, the old notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder’s name appears on the old notes and an eligible guarantor institution must guarantee the signature on the bond power.

If the letter of transmittal or any old notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing. Unless we waive this requirement, they should also submit evidence satisfactory to us of their authority to deliver the letter of transmittal.

We will determine in our sole discretion all questions as to the validity, form, eligibility, including time of receipt, acceptance and withdrawal of tendered old notes. Our determination will be final and binding. We reserve the absolute right to reject any old notes not properly tendered or any old notes the acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular old notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties.

Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within the time that we determine. Although we intend to notify holders of defects or irregularities with respect to tenders of old notes, neither we, the exchange agent nor any other person will incur any liability for failure to give such notification. Tenders of old notes will not be deemed made until those defects or irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent without cost to the tendering holder, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

In all cases, we will issue exchange notes for old notes that we have accepted for exchange under the exchange offers only after the exchange agent timely receives:

•

the old notes or a timely book-entry confirmation that the old notes have been transferred into the exchange agent’s account at DTC; and

•

a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message.

Holders should receive copies of the letter of transmittal with the prospectus. A holder may obtain additional copies of the letter of transmittal for the old notes from the exchange agent at its offices listed under “—Exchange Agent”. By signing the letter of transmittal, or causing DTC to transmit an agent’s message to the exchange agent, each tendering holder of old notes will represent to us that, among other things:

•

any exchange notes to be received by the holder will be acquired in the ordinary course of its business;

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the holder is not engaged in, and does not intend to engage in, the distribution of the exchange notes, and the holder has no arrangement or understanding with any person to participate in the distribution of the exchange notes;

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the holder is not our “affiliate” (as defined in Rule 405 under the Securities Act);

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if the holder is a broker-dealer, that it will receive exchange notes for its own account in exchange for old notes that were acquired as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any resale of the exchange notes;

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if the holder is a broker-dealer, that it did not purchase the old notes to be exchanged for the exchange notes from us in the initial offering of the old notes; and

•

the holder is not acting on behalf of any person who could not truthfully and completely make the foregoing representations.

DTC BOOK-ENTRY TRANSFER

The exchange agent will make a request to establish an account with respect to the old notes at DTC for purposes of the exchange offer within two business days after the date of this prospectus.

With respect to the old notes, the exchange agent and DTC have confirmed that any financial institution that is a participant in DTC may utilize the DTC Automated Tender Offer Program procedures to tender old notes.

With respect to the old notes, any participant in DTC may make book-entry delivery of old notes by causing DTC to transfer the old notes into the exchange agent’s account in accordance with DTC’s Automated Tender Offer Program procedures for transfer.

However, the exchange for the old notes so tendered will only be made after a book-entry confirmation of such book-entry transfer of old notes into the exchange agent’s account, and timely receipt by the exchange agent of an agent’s message and any other documents required by the letter of transmittal. The term “agent’s message” means a message, transmitted by DTC and received by the exchange agent and forming part of a book-entry confirmation, which states that DTC has received an express acknowledgment from a participant tendering old notes that are the subject of the book-entry confirmation that the participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce that agreement against the participant.

GUARANTEED DELIVERY PROCEDURES

Holders wishing to tender their old notes but whose old notes are not immediately available or who cannot deliver their old notes, the letter of transmittal or any other required documents to the exchange agent or cannot comply with the applicable procedures described above before expiration of the exchange offer may tender if:

•

the tender is made through an eligible guarantor institution;

•

before expiration of the exchange offer, the exchange agent receives from the eligible guarantor institution either a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail or hand delivery, or a properly transmitted agent’s message and notice of guaranteed delivery:

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setting forth the name and address of the holder and the registered number(s) and the principal amount of old notes tendered;

•

stating that the tender is being made by guaranteed delivery;

•

guaranteeing that, within three New York Stock Exchange trading days after expiration of the applicable exchange offer, the letter of transmittal, or facsimile thereof, together with the old notes or a book-entry transfer confirmation, and any other documents required by the letter of transmittal will be deposited by the eligible guarantor institution with the exchange agent; and

•

the exchange agent receives the properly completed and executed letter of transmittal, or facsimile thereof, as well as all tendered old notes in proper form for transfer or a book-entry transfer confirmation, and all other documents required by the letter of transmittal, within three New York Stock Exchange trading days after expiration of the applicable exchange offer.

Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their old notes according to the guaranteed delivery procedures set forth above.

WITHDRAWAL OF TENDERS

Except as otherwise provided in this prospectus, holders of old notes may withdraw their tenders at any time before expiration of the exchange offer.

For a withdrawal to be effective, the applicable exchange agent must receive a computer-generated notice of withdrawal transmitted by DTC on behalf of the holder in accordance with the standard operating procedures of DTC, or a written notice of withdrawal, which may be by telegram, telex, facsimile transmission or letter, at one of the addresses set forth below under “—Exchange Agent”.

Any notice of withdrawal must:

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specify the name of the person who tendered the old notes to be withdrawn;

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identify the old notes to be withdrawn, including the principal amount of the old notes to be withdrawn; and

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where certificates for old notes have been transmitted, specify the name in which the old notes were registered, if different from that of the withdrawing holder.

If certificates for old notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of those certificates, the withdrawing holder must also submit:

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the serial numbers of the particular certificates to be withdrawn; and

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a signed notice of withdrawal with signatures guaranteed by an eligible guarantor institution, unless the withdrawing holder is an eligible guarantor institution.

If old notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old notes and otherwise comply with the procedures of the facility.

We will determine all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal, and our determination shall be final and binding on all parties. We will deem any old notes so withdrawn not to have been validly tendered for exchange for purposes of the applicable exchange offer. We will return any old notes that have been tendered for exchange but that are not exchanged for any reason to their holder without cost to the holder. In the case of old notes tendered by book-entry transfer into the exchange agent’s account at DTC, according to the procedures described above, those old notes will be credited to an account maintained with DTC, for old notes, as soon as practicable after withdrawal, rejection of tender or termination of the applicable exchange offer.

You may retender properly withdrawn old notes by following one of the procedures described under “—Procedures for Tendering” above at any time on or before expiration of the exchange offer. A holder may obtain a form of the notice of withdrawal from the exchange agent at its offices listed under “—Exchange Agent”.

RESALE OF EXCHANGE NOTES

Under existing interpretations of the Securities Act by the staff of the SEC contained in several no-action letters to third parties, and subject to the immediately following sentence, we believe that the exchange notes will generally be freely transferable by holders after the exchange offers without further compliance with the registration and prospectus delivery requirements of the Securities Act (subject to certain representations required to be made by each holder of old notes, as set forth under “Exchange Offer — Procedures for

Tendering” above). However, any holder of old notes who is one of our “affiliates” (as defined in Rule 405 under

the Securities Act), who does not acquire the exchange notes in the ordinary course of business, who intends to distribute the exchange notes as part of the exchange offers, or who is a broker-dealer who purchased old notes from us in the initial offering of the old notes for resale pursuant to Rule 144A or any other available exemption under the Securities Act, (1) will not be able to rely on the interpretations of the staff of the SEC, (2) will not be permitted to tender old notes in the exchange offers and (3) in the absence of any exemption, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.

With regard to broker-dealers, only broker-dealers that acquired the old notes for their own accounts as a result of market-making activities or other trading activities may participate in the exchange offers. Each such broker-dealer that receives exchange notes for its own account in exchange for the old notes must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Please see “Plan of Distribution” for more details regarding the transfer of exchange notes.

EXCHANGE AGENT

The Bank of New York has been appointed as exchange agent for the exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for the notice of guaranteed delivery or the notice of withdrawal to the exchange agent addressed as follows:

To: The Bank of New York (as “Exchange Agent”)

By Mail, Hand or Overnight Courier:

101 Barclay Street

Floor 8 West

New York, New York 10286

Attention: Corporate Trust Administration

Delivery of the letter of transmittal to an address other than as shown above or transmission via facsimile other than as set forth above does not constitute a valid delivery of the letter of transmittal.

FEES AND EXPENSES

We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, we may make additional solicitations by telegraph, telephone or in person by our officers and regular employees and those of our affiliates.

We have not retained any dealer-manager in connection with the exchange offers and will not make any payments to broker-dealers or others soliciting acceptances of the exchange offers. We will, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its related reasonable out-of-pocket expenses.

We will pay the cash expenses to be incurred in connection with the exchange offers, including the following:

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SEC registration fees;

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fees and expenses of the exchange agent and trustee;

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our accounting and legal fees; and

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our printing and mailing costs.

TRANSFER TAXES

Each issuer will pay all transfer taxes, if any, applicable to the exchange of its old notes under the exchange offers. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

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certificates representing old notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of old notes tendered;

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exchange notes are to be delivered to, or issued in the name of, any person other than the registered holder of the old notes;

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tendered old notes are registered in the name of any person other than the person signing the letter of transmittal; or

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a transfer tax is imposed for any reason other than the exchange of old notes under the exchange offer.

If satisfactory evidence of payment of transfer taxes is not submitted with the letter of transmittal, the amount of any transfer taxes will be billed to the tendering holder.

ACCOUNTING TREATMENT

We will record the exchange notes in our accounting records at the same carrying value as the old notes as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes in connection with the exchange offers. We will record the expenses of the exchange offers as incurred.

CONSEQUENCES OF FAILURE TO TENDER

All untendered old notes will remain subject to the restrictions on transfer provided for in the old notes and in the applicable indenture. Generally, the old notes that are not exchanged for exchange notes pursuant to the exchange offers will remain restricted securities. Accordingly, such old notes may be resold only:

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to us (upon redemption thereof or otherwise);

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pursuant to a registration statement which has been declared effective under the Securities Act;

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for so long as the old notes are eligible for resale pursuant to Rule 144A, to a person the holder of the old notes and any person acting on its behalf reasonably believes is a “qualified institutional buyer” as defined in Rule 144A, that purchases for its own account or for the account of another qualified institutional buyer, in each case to whom notice is given that the transfer is being made in reliance on Rule 144A;

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pursuant to an exemption from the registration requirements of the Securities Act provided by Rule 144 thereunder (if applicable); or

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pursuant to another available exemption from the registration requirements of the Securities Act, in each case subject to compliance with any applicable state or other securities laws.

OTHER

Participation in the exchange offers is voluntary, and you should carefully consider whether to accept. We urge you to consult your financial and tax advisors in making your own decision on what action to take.

Each issuer may in the future seek to acquire its untendered old notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. However, neither issuer has any present plans to acquire any old notes that are not tendered in the exchange offers or to file a registration statement to permit resales of any untendered old notes.

USE OF PROCEEDS

We will not receive cash proceeds from the issuance of the exchange notes under the exchange offers. In consideration for issuing the exchange notes in exchange for old notes as described in this prospectus, we will receive old notes of equal principal amount. The old notes surrendered in exchange for the exchange notes will be retired and cancelled.

CAPITALIZATION

The following table sets forth the consolidated capitalization of TGT Pipeline, together with its wholly owned subsidiary Texas Gas, and the capitalization of Texas Gas as of June 30, 2003:

	June 30, 2003
	(in thousands) (unaudited)
TGT Pipeline
Long-term debt:
TGT Pipeline notes due 2018	$	183,147
Texas Gas notes due 2004(1)		17,261
Texas Gas notes due 2027(1)		99,223
Texas Gas notes due 2015		248,320

Total long-term debt		547,951
Member’s capital		516,676

Total capitalization	$	1,064,627

Texas Gas
Long-term debt:
Texas Gas notes due 2004	$	17,261
Texas Gas notes due 2027		99,223
Texas Gas notes due 2015		248,320

Total long-term debt		364,804
Member’s capital		805,753

Total capitalization	$	1,170,557

(1)

These are direct obligations of Texas Gas and as such constitute claims against Texas Gas prior to TGT Pipeline’s ownership interest in Texas Gas.

DESCRIPTION OF CERTAIN INDEBTEDNESS

The following description of certain material terms of certain of our indebtedness is not complete. For a more complete understanding of our indebtedness, you should read the agreements and documents governing the indebtedness summarized below, which we will provide to you upon your request, sent to us at the address set forth under “Description of the Exchange Notes—Additional Information.”

Notes due 2004

At June 30, Texas Gas had outstanding $17,261,000 principal amount of its 8.625% notes due 2004, issued in March 1994. The 8.625% notes mature on April 1, 2004. Interest on these notes is payable semiannually on January 15 and July 15. The indebtedness evidenced by these notes is unsecured and ranks on a parity with all of Texas Gas’ other unsecured and unsubordinated indebtedness outstanding from time to time. The trust indenture under which these notes were issued contains negative covenants restricting our ability to engage in certain activities, including without limitation:

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limitations on incurring secured indebtedness, subject to certain exceptions, unless the 8.625% notes are secured equally and ratably with such secured indebtedness;

•

restrictions on sale/leaseback transactions; and

•

restrictions on consolidations, mergers and sales of assets.

In June 2003, Texas Gas repurchased $132,715,000 aggregate principal amount of these notes pursuant to a tender offer. Texas Gas may purchase all or a portion of the remaining outstanding 8.625% notes in the open market or otherwise.

Debentures due 2027

Texas Gas has outstanding $100 million aggregate principal amount of 7.250% debentures due 2027, issued in July 1997. Interest is payable on the debentures semiannually on January 15 and July 15. The indebtedness evidenced by the debentures is unsecured and ranks on a parity with all of Texas Gas’ other unsecured and unsubordinated indebtedness outstanding from time to time. The trust indenture under which the debentures were issued contains negative covenants restricting the ability of Texas Gas to engage in certain activities, including without limitation:

•

limitations on incurring secured indebtedness, subject to certain exceptions, unless the 7.250% notes are secured equally and ratably with such secured indebtedness;

•

restrictions on sale/leaseback transactions; and

•

restrictions on consolidations, mergers and transfers of assets.

DESCRIPTION OF THE EXCHANGE NOTES

You can find the definitions of certain terms used in this description under the subheadings “The TGT Pipeline Exchange Notes—Certain Definitions” and “The Texas Gas Exchange Notes—Certain Definitions.” In this description, the term “issuers” refers only to TGT Pipeline and Texas Gas and not to any of their subsidiaries. The term “exchange notes” refers to both the TGT Pipeline exchange notes and the Texas Gas exchange notes being offered in the respective exchange offers.

TGT Pipeline will issue the TGT Pipeline exchange notes pursuant to the indenture dated as of May 28, 2003, between itself and The Bank of New York, as TGT Pipeline Exchange Notes Trustee, under which it issued the TGT Pipeline old notes (the “ TGT Pipeline Indenture ”). Texas Gas will issue the Texas Gas exchange notes pursuant to the indenture dated as of May 28, 2003, between itself and The Bank of New York, as Texas Gas Exchange Notes Trustee, under which it issued the Texas Gas old notes (the “ Texas Gas Indenture ”).

The terms of the exchange notes include those stated in the respective indentures governing the exchange notes and those made part of the indentures by reference to the Trust Indenture Act of 1939, as amended (the “ TIA ”). Neither indenture will contain any covenant or provision that affords debt holders protection in the event of a highly leveraged transaction.

The following descriptions of the TGT Pipeline exchange notes and the Texas Gas exchange notes are summaries of the material provisions of the TGT Pipeline Indenture and the Texas Gas Indenture, respectively. It does not restate those agreements in their entirety. We urge you to read the TGT Pipeline Indenture and the Texas Gas Indenture because they, and not this description, define your rights as holders of the exchange notes. Copies of the TGT Pipeline Indenture and the Texas Gas Indenture are available as indicated below under “—Additional Information.”

As described under “Exchange Offers” we agreed with the initial purchasers of the TGT Pipeline old notes and the Texas Gas old notes to file a registration statement enabling eligible holders to exchange the TGT Pipeline old notes and the Texas Gas old notes for exchange notes. The terms of the exchange notes are identical in all material respects, except for certain provisions relating to transfer restrictions, registration rights and additional interest, to the terms of the old notes. The TGT Pipeline old notes along with the TGT Pipeline exchange notes, and the Texas Gas old notes along with the Texas Gas exchange notes, each constitute a single series of securities under the Texas Gas indenture and therefore, when a vote of a single series is contemplated, will vote together as a single class for purposes of determining whether holders of the requisite percentage in aggregate principal amount of notes of a series have taken actions or exercised rights they are entitled to take or exercise under the applicable indenture. In this “Description of Exchange Notes,”

•

we refer to the TGT Pipeline old notes and the TGT Pipeline exchange notes together as the “TGT Pipeline notes;”

•

we refer to the Texas Gas old notes and the Texas Gas exchange notes together as the “Texas Gas notes;” and

•

we refer to any and all notes issued under the indenture collectively as the “notes.”

The TGT Pipeline Exchange Notes

General

The TGT Pipeline exchange notes will be unsecured senior obligations of TGT Pipeline and will rank pari passu with all existing and future unsubordinated and unsecured obligations of TGT Pipeline. The TGT Pipeline Indenture provides that additional notes may be issued from time to time in one or more series under the TGT Pipeline Indenture and may be denominated and payable in foreign currencies or units based on or relating to foreign currencies, including European Currency Units. Special United States federal income tax considerations applicable to any such additional notes so denominated will be described in the relevant offering memorandum. The TGT Pipeline Indenture will not limit the amount of TGT Pipeline exchange notes, debentures, notes, or

other evidences of indebtedness that may be issued by TGT Pipeline or any of its Subsidiaries. As of the date of this prospectus, $185,000,000 in aggregate principal amount of the TGT Pipeline old notes issued under the TGT Pipeline indenture are outstanding. The TGT Pipeline exchange notes will be initially limited to $185,000,000 in aggregate principal amount. After completion of the exchange offer, TGT Pipeline may issue an unlimited aggregate principal amount of additional notes of such series from time to time. The TGT Pipeline exchange notes, the TGT Pipeline old notes and any additional notes of that series subsequently issued under the TGT Pipeline Indenture would be treated as a single class for all purposes under the TGT Pipeline Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

The TGT Pipeline exchange notes will be issued in denominations of $1,000 and integral multiples of $1,000, will bear interest from May 28, 2003 at the annual rate of 5.200%, and will mature on June 1, 2018. Interest will be payable semi-annually on June 1 and December 1, commencing December 1, 2003 to the holders of record of the TGT Pipeline exchange notes on the preceding May 15 and November 15, respectively. The TGT Pipeline exchange notes will be issued in book-entry form.

The TGT Pipeline exchange notes are obligations exclusively of TGT Pipeline. All of TGT Pipeline’s operations are conducted through Subsidiaries. Therefore, TGT Pipeline’s ability to service its debt, including the TGT Pipeline exchange notes, is dependent upon the earnings of its Subsidiaries and their ability to distribute those earnings as dividends, loans or other payments to TGT Pipeline. Certain laws restrict the ability of TGT Pipeline’s Subsidiaries to pay dividends.

In addition, TGT Pipeline only has an equity claim on the assets of its Subsidiaries. This equity claim is junior to the claims that creditors of TGT Pipeline’s Subsidiaries have against those Subsidiaries. Holders of the TGT Pipeline exchange notes will only be creditors of TGT Pipeline, and not of its Subsidiaries. As a result, all the existing and future liabilities of TGT Pipeline’s Subsidiaries, including any claims of trade creditors and preferred stockholders, will be effectively senior to the TGT Pipeline exchange notes.

Optional Redemption

The TGT Pipeline exchange notes will be redeemable as a whole or in part, at the option of TGT Pipeline at any time and from time to time at a redemption, or “make-whole,” price equal to the greater of (1) 100% of the principal amount of such TGT Pipeline exchange notes and (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate as defined below, plus 30 basis points, plus in each case accrued interest thereon to the date of redemption.

Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of TGT Pipeline exchange notes to be redeemed.

Unless TGT Pipeline defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the TGT Pipeline exchange notes or portions thereof called for redemption.

Sinking Fund

The TGT Pipeline exchange notes will not be subject to a sinking fund.

Certain Covenants of TGT Pipeline

Limitation on Liens . Subject to certain exceptions, TGT Pipeline will not, nor will it permit any Subsidiary of TGT Pipeline to, issue, assume, or guarantee any Indebtedness secured by a mortgage, pledge, lien, security interest, or encumbrance (“ mortgage ”) of, or upon any property of TGT Pipeline or any such Subsidiary without effectively providing that the TGT Pipeline exchange notes issued thereunder shall be equally and ratably secured with such Indebtedness. Among the exceptions are (1) purchase money mortgages; (2) preexisting mortgages on any property acquired by TGT Pipeline or a Subsidiary of TGT Pipeline and mortgages on any

property acquired or constructed by TGT Pipeline or a Subsidiary of TGT Pipeline and created within one year after completion of such acquisition or construction; (3) mortgages created on any contract for the sale of products or services related to the operation or use of any property acquired or constructed within one year after completion of such acquisition or construction; (4) mortgages on property of a Subsidiary of TGT Pipeline existing at the time it became a Subsidiary of TGT Pipeline or existing on property at the time of acquisition thereof; and (5) other mortgages not permitted by the TGT Pipeline Indenture in an aggregate amount which, at the time of incurrence and together with the Attributable Debt in respect of sale and lease-back transactions permitted by clause (a) of the covenant described under the caption “—Limitation on Sale and Leaseback Transactions” below, does not exceed ten percent (10%) of Consolidated Net Tangible Assets of TGT Pipeline.

Limitation on Sale and Lease-Back Transactions . TGT Pipeline will not, nor will it permit any Subsidiary of TGT Pipeline to, sell and lease back for more than three years any Principal Property acquired or placed into service more than 180 days before such lease arrangement, unless (a) the lessee would be entitled to incur Indebtedness secured by a mortgage on such Principal Property in a principal amount equivalent to the Attributable Debt in respect of such arrangement without equally and ratably securing the TGT Pipeline notes issued thereunder or (b) TGT Pipeline retires Funded Indebtedness or causes Funded Indebtedness to be retired within 90 days of the effective date of such sale and lease-back transaction equal to the net proceeds of such sale. This limitation will not apply to sale and lease-back transactions (1) relating to industrial development or pollution control financing or (2) involving only TGT Pipeline and any Subsidiary or Subsidiaries of TGT Pipeline, nor will such transactions be included in any computation of Attributable Debt. Notwithstanding the foregoing, TGT Pipeline and its Subsidiaries may enter into sale and lease-back transactions so long as, at the time of such transactions and together with mortgages incurred pursuant to clause (5) of the covenant described under the caption “—Limitation on Liens” above, the total consolidated Attributable Debt in respect of such transactions does not exceed ten percent (10%) of Consolidated Net Tangible Assets of TGT Pipeline.

Consolidation, Merger, Conveyance of Assets . TGT Pipeline will not consolidate with or merge into any other Person or convey, transfer, or lease its properties and assets substantially as an entirety to any Person, unless the Person formed by such consolidation or into which TGT Pipeline is merged or the Person that acquires such assets shall be organized or existing under the laws of the United States, any state of the United States or the District of Columbia and such Person shall expressly assume TGT Pipeline’s obligations under the TGT Pipeline Indenture and the TGT Pipeline exchange notes issued thereunder and 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 happened and be continuing.

Event Risk . Except for the covenants described under the captions “Limitations on Liens” and “Limitations on Sale and Leaseback Transactions” described above, the TGT Pipeline Indenture and TGT Pipeline exchange notes do not contain any covenants or other provisions designed to afford holders of the TGT Pipeline exchange notes exchange protection in the event of a highly leveraged transaction involving TGT Pipeline.

Events of Default

In general, an Event of Default is defined under the TGT Pipeline Indenture with respect to notes of any series issued under the TGT Pipeline Indenture, including the TGT Pipeline exchange notes, as being:

(a) default in payment of any principal of the notes of such series, either at maturity, upon any redemption, by declaration, or otherwise;

(b) default for 30 days in payment of any interest on any notes of such series unless otherwise provided;

(c) default for 60 days after written notice in the observance or performance of any covenant or warranty in the notes of such series (other than a covenant a default in whose performance, or whose breach, is dealt with otherwise below);

(d) either (1) default in payment of any Indebtedness of TGT Pipeline or any Subsidiary of TGT Pipeline within any applicable grace period after final maturity or (2) the acceleration of Indebtedness of

TGT Pipeline or any Subsidiary of TGT Pipeline by the holders thereof because of a default and, in either case, the total amount of the Indebtedness unpaid or accelerated exceeds $25 million;

(e) certain events of bankruptcy, insolvency, or reorganization of TGT Pipeline; or

(f) any other Event of Default provided in the supplemental indenture under which such series of notes is issued or in the form of note for such series;

provided , however , that the occurrence of any of the events described in the foregoing clauses (c) or (f) shall not constitute an Event of Default if such occurrence is the result of changes in generally accepted accounting principles as recognized by the American Institute of Certified Public Accountants at the date as of which the TGT Pipeline Indenture is executed and a certificate to such effect is delivered to the TGT Pipeline Notes Trustee by TGT Pipeline’s independent public accountants.

In general, the TGT Pipeline Indenture provides that, (a) if an Event of Default described in clauses (a), (b), (c), (d) or (f) above (if the Event of Default under clause (c) is with respect to less than all series of notes issued under the TGT Pipeline Indenture then outstanding) occurs, either the TGT Pipeline Notes Trustee or the Holders of not less than 25 percent in principal amount of the notes of each affected series (voting as one class) issued under the TGT Pipeline Indenture and then outstanding may then declare the entire principal of all notes of each such affected series and interest accrued thereon to be due and payable immediately and (b) if an Event of Default due to a default described in clauses (c) or (f) above which is applicable to all series of notes issued under the TGT Pipeline Indenture then outstanding or due to certain events of bankruptcy, insolvency, and reorganization of TGT Pipeline shall have occurred and be continuing, the TGT Pipeline Notes Trustee or the Holders of not less than 25 percent in principal amount of all notes issued under the TGT Pipeline Indenture and then outstanding (voting as one class) may declare the entire principal of all such notes and interest accrued thereon to be due and payable immediately, but upon certain conditions such declarations may be annulled and past defaults may be waived (except a continuing default in payment of principal of, premium, if any, or interest on such notes) by the Holders of a majority in aggregate principal amount of the notes of all such affected series then outstanding (voting as one class).

The TGT Pipeline Notes Trustee, subject to the duty of the TGT Pipeline Notes Trustee during a default to act with the required standard of care, will be entitled to be indemnified by the Holders of notes (treated as one class) issued under the TGT Pipeline Indenture before proceeding, at the request of such Holders, to exercise any right or power under the TGT Pipeline Indenture. Subject to such provisions in the TGT Pipeline Indenture for the indemnification of the TGT Pipeline Notes Trustee and certain other limitations, the Holders of a majority in aggregate principal amount of the outstanding notes of each series affected (voting as one class) issued under the TGT Pipeline Indenture may direct the time, method, and place of conducting any proceeding for any remedy available to the TGT Pipeline Notes Trustee, or exercising any trust or power conferred on the TGT Pipeline Notes Trustee.

In general, the TGT Pipeline Indenture provides that no Holder of notes issued under the TGT Pipeline Indenture may institute any action against TGT Pipeline under the TGT Pipeline Indenture (except actions for payment of principal or interest on or after the due date provided) unless such Holder previously shall have given to the TGT Pipeline Notes Trustee written notice of default and continuance thereof and unless the Holders of not less than 25 percent in principal amount of the notes of each affected series (treated as one class) issued under the TGT Pipeline Indenture and then outstanding shall have requested the TGT Pipeline Notes Trustee to institute such action and shall have offered the TGT Pipeline Notes Trustee reasonable indemnity and the TGT Pipeline Notes Trustee shall not have instituted such action within 60 days of such request and the TGT Pipeline Notes Trustee shall not have received direction inconsistent with such written request by the Holders of a majority in principal amount of the notes of each affected series (treated as one class) issued under the TGT Pipeline Indenture and then outstanding.

The TGT Pipeline Indenture contains a covenant that TGT Pipeline will file annually with the TGT Pipeline Notes Trustee a certificate of no default or a certificate specifying any default that exists.

Discharge, Defeasance, and Covenant Defeasance

TGT Pipeline will be permitted to discharge or defease its obligations under the TGT Pipeline Indenture as set forth below.

Under terms satisfactory to the TGT Pipeline Notes Trustee, TGT Pipeline may discharge certain obligations to Holders of any series of notes issued under the TGT Pipeline Indenture which have not already been delivered to the TGT Pipeline Notes Trustee for cancellation and which have either become due and payable or are by their terms due and payable within one year (or scheduled for redemption within one year) by irrevocably depositing with the TGT Pipeline Notes Trustee cash or, in the case of notes payable only in United States dollars, United States Government Obligations (as defined in the TGT Pipeline Indenture) as trust funds in an amount certified to be sufficient to pay at maturity (or upon redemption) the principal of and interest on such notes.

TGT Pipeline may also, upon satisfaction of the conditions listed below, discharge certain obligations to Holders of any series of notes issued under the TGT Pipeline Indenture at any time (“ defeasance ”). Under terms satisfactory to the TGT Pipeline Notes Trustee, TGT Pipeline may instead be released with respect to any outstanding series of notes issued under the TGT Pipeline Indenture from the obligations imposed by the covenants described above limiting liens, sale and lease-back transactions, consolidations, mergers, and conveyances of assets, and omit to comply with such covenants without creating an Event of Default (“ covenant defeasance ”). Defeasance or covenant defeasance may be effected only if, among other things:

(1) TGT Pipeline irrevocably deposits with the TGT Pipeline Notes Trustee cash or, in the case of notes payable only in United States dollars, United States Government Obligations, as trust funds in an amount certified to be sufficient to pay at maturity (or upon redemption) the principal of and interest on all outstanding notes of such series issued under such TGT Pipeline Indenture; and

(2) TGT Pipeline delivers to the TGT Pipeline Notes Trustee an opinion of counsel to the effect that the Holders of such series of notes will not recognize income, gain, or loss for United States federal income tax purposes as a result of such defeasance or covenant defeasance and will be subject to United States federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if defeasance or covenant defeasance had not occurred (in the case of a defeasance, such opinion must be based on a ruling of the United States Internal Revenue Service or a change in United States federal income tax law occurring after the date of the TGT Pipeline Indenture, since such a result would not occur under current tax law).

Modification of the Indenture

The TGT Pipeline Indenture provides that TGT Pipeline and the TGT Pipeline Notes Trustee may enter into supplemental indentures (which conform to the provisions of the TIA) without the consent of the Holders to, in general:

(a) secure any notes issued under the TGT Pipeline Indenture;

(b) evidence the assumption by a successor Person of the obligations of TGT Pipeline;

(d) cure any ambiguity or correct any inconsistency in the TGT Pipeline Indenture, so long as such action will not adversely affect the interests of the Holders;

(e) establish the form or terms of notes of any series issued under the TGT Pipeline Indenture; and

(f) evidence the acceptance of appointment by a successor trustee.

The TGT Pipeline Indenture also contains provisions permitting TGT Pipeline and the TGT Pipeline Notes Trustee, with the consent of the Holders of not less than the majority in principal amount of notes of all series issued under the TGT Pipeline Indenture then outstanding and affected (voting as one class) to, in general, add

any provisions to, or change in any manner or eliminate any of the provisions of, the TGT Pipeline Indenture or modify in any manner the rights of the Holders of the notes of each series so affected; provided that such changes conform to provisions of the TIA and provided that TGT Pipeline and the TGT Pipeline Notes Trustee may not, without the consent of each Holder of outstanding notes affected thereby,

(1) extend the final maturity of the principal of any notes, or reduce the principal amount thereof or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or change the currency in which the principal thereof (including any amount in respect of original issue discount) or interest thereon is payable, or reduce the amount of any original issue discount security payable upon acceleration or provable in bankruptcy or alter certain provisions of the TGT Pipeline Indenture relating to notes issued thereunder not denominated in U.S. dollars or for which conversion to another currency is required to satisfy the judgment of any court, or impair the right to institute suit for the enforcement of any payment on any notes issued under the TGT Pipeline Indenture when due; or

(2) reduce the aforesaid percentage in principal amount of notes of any series issued under such TGT Pipeline Indenture, the consent of the Holders of which is required for any such modification.

Additional Information

You may obtain a copy of the TGT Pipeline Indenture without charge by writing to Texas Gas Transmission, LLC, 3800 Frederica Street, Owensboro, Kentucky 42301, Attention: Corporate Secretary.

Certain Definitions

Certain terms defined in the TGT Pipeline Indenture and used herein are summarized as follows:

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

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

“ Comparable Treasury Price ” means, with respect to any redemption date, (1) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or (2) if such release (or any successor release) is not published or does not contain such prices on such business day, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if TGT Pipeline obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations. “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by TGT Pipeline, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to TGT Pipeline by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date.

“ Consolidated Funded Indebtedness ” means the aggregate of all outstanding Funded Indebtedness of TGT Pipeline and its consolidated Subsidiaries, determined on a consolidated basis in accordance with generally accepted accounting principles.

“ Consolidated Net Tangible Assets ” means the total assets appearing on a consolidated balance sheet of a Person and its consolidated Subsidiaries less, in general: (1) intangible assets; (2) current and accrued liabilities (other than Consolidated Funded Indebtedness and capitalized rentals or leases), deferred credits, deferred gains and deferred income; and (3) reserves.

“ Funded Indebtedness ” means any Indebtedness that matures more than one year after the date as of which Funded Indebtedness is being determined less any such Indebtedness as will be retired through or by means of any deposit or payment required to be made within one year from such date under any prepayment provision, sinking fund, purchase fund, or otherwise.

“ Holder ” means, in general, a Person in whose name the notes issued under the TGT Pipeline Indenture are registered, or, if not registered, the bearer thereof.

“ Indebtedness ” means indebtedness that is for money borrowed from others.

“ Independent Investment Banker ” means one of the Reference Treasury Dealers appointed by TGT Pipeline.

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

“ Principal Property ” means any natural gas pipeline, gathering property, or natural gas processing plant located in the United States, except any such property that in the opinion of the board of directors of TGT Pipeline is not of material importance to the total business conducted by TGT Pipeline and its consolidated Subsidiaries; provided, however , that “Principal Property” shall not include production and proceeds from production from gas processing plants or oil or natural gas or petroleum products in any pipeline or storage field.

“ Reference Treasury Dealer ” means each of Lehman Brothers Inc. and Citigroup Global Markets Inc. and their respective successors and, at the option of TGT Pipeline, additional Primary Treasury Dealers; provided, however , that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “ Primary Treasury Dealer ”), TGT Pipeline shall substitute therefor another Primary Treasury Dealer.

“ Subsidiary ” means, in respect of any Person, any corporation, company (including any limited liability company), association, partnership, joint venture or other business entity of which at least a majority of the outstanding equity interests having ordinary voting power is at the time owned or controlled, directly or indirectly, by: (a) such Person; (b) such Person and one or more Subsidiaries of such Person, or (c) one or more Subsidiaries of such Person.

“ Treasury Rate ” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

The Texas Gas Exchange Notes

General

The Texas Gas exchange notes will be unsecured senior obligations of Texas Gas and will rank pari passu with all existing and future unsubordinated and unsecured obligations of Texas Gas. The Texas Gas Indenture provides that additional notes may be issued from time to time in one or more series under the Texas Gas Indenture and may be denominated and payable in foreign currencies or units based on or relating to foreign currencies, including European Currency Units. Special United States federal income tax considerations applicable to any such additional notes so denominated will be described in the relevant offering memorandum.

The Texas Gas exchange notes are obligations exclusively of Texas Gas. The Texas Gas Indenture does not limit the amount of Texas Gas exchange notes, debentures, notes, or other evidences of indebtedness that may be issued by Texas Gas or any of its Subsidiaries. As of the date of this prospectus, $250,000,000 aggregate principal amount of the Texas Gas old notes are issued and outstanding under the Texas Gas Indenture. The Texas Gas notes offered hereby will initially be limited to $250,000,000 in aggregate principal amount. After completion of the exchange offer, Texas Gas may issue an unlimited aggregate principal amount of additional notes of such series from time to time. The Texas Gas exchange notes, the Texas Gas old notes and any additional notes of that series subsequently issued under the Texas Gas Indenture would be treated as a single class for all purposes under the Texas Gas Indenture, including without limitation, waivers, amendments, redemptions and others to purchase.

The Texas Gas exchange notes will be issued in denominations of $1,000 and integral multiples of $1,000, will bear interest from May 28, 2003 at the annual rate set forth on the cover page of this offering memorandum, and will mature on June 1, 2015. Interest will be payable semi-annually on June 1 and December 1, commencing December 1, 2003 to the holders of record of the Texas Gas notes on the preceding May 15 and November 15, respectively. The Texas Gas exchange notes will be issued in book-entry form.

Optional Redemption

The Texas Gas exchange notes will be redeemable as a whole or in part, at the option of Texas Gas at any time and from time to time at a redemption, or “make-whole,” price equal to the greater of (1) 100% of the principal amount of such Texas Gas exchange notes and (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate as defined below, plus 25 basis points, plus in each case accrued interest thereon to the date of redemption.

Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of Texas Gas exchange notes to be redeemed.

Unless Texas Gas defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Texas Gas exchange notes or portions thereof called for redemption.

Sinking Fund

The Texas Gas exchange notes will not be subject to a sinking fund.

Certain Covenants of Texas Gas

Limitation on Liens . Subject to certain exceptions, Texas Gas will not, nor will it permit any Subsidiary of Texas Gas to, issue, assume, or guarantee any Indebtedness secured by a mortgage, pledge, lien, security interest, or encumbrance (“mortgage”) of, or upon any property of Texas Gas or any such Subsidiary without effectively providing that the Texas Gas exchange notes issued thereunder shall be equally and ratably secured with such Indebtedness. Among the exceptions are (1) purchase money mortgages; (2) preexisting mortgages on any property acquired by Texas Gas or a Subsidiary and mortgages on any property acquired or constructed by Texas Gas or a Subsidiary of Texas Gas and created within one year after completion of such acquisition or construction; (3) mortgages created on any contract for the sale of products or services related to the operation or use of any property acquired or constructed within one year after completion of such acquisition or construction; (4) mortgages on property of a Subsidiary of Texas Gas existing at the time it became a Subsidiary of Texas Gas or existing on property at the time of acquisition thereof; and (5) other mortgages not permitted by the Texas Gas Indenture in an aggregate amount which, at the time of incurrence and together with the Attributable Debt in respect of sale and lease-back transactions permitted by clause (a) of the covenant described under the caption “—Limitation on Sale and Leaseback Transactions” below, does not exceed ten percent (10%) of Consolidated Net Tangible Assets of Texas Gas.

Limitation on Sale and Lease-Back Transactions . Texas Gas will not, nor will it permit any Subsidiary of Texas Gas to, sell and lease back for more than three years any Principal Property acquired or placed into service more than 180 days before such lease arrangement, unless (a) the lessee would be entitled to incur Indebtedness secured by a mortgage on such Principal Property in a principal amount equivalent to the Attributable Debt in respect of such arrangement without equally and ratably securing the Texas Gas notes issued thereunder or (b) Texas Gas retires Funded Indebtedness or causes Funded Indebtedness to be retired within 90 days of the effective date of such sale and lease-back transaction equal to the net proceeds of such sale. This limitation will not apply to sale and lease-back transactions (1) relating to industrial development or pollution control financing or (2) involving only Texas Gas and any Subsidiary or Subsidiaries of Texas Gas, nor will such transactions be included in any computation of Attributable Debt. Notwithstanding the foregoing, Texas Gas and its Subsidiaries may enter into sale and lease-back transactions so long as, at the time of such transactions and together with mortgages incurred pursuant to clause (5) of the covenant described under the caption “—Limitation on Liens” above, the total consolidated Attributable Debt in respect of such transactions does not exceed ten percent (10%) of Consolidated Net Tangible Assets of Texas Gas.

Consolidation, Merger, Conveyance of Assets . Texas Gas will not consolidate with or merge into any other Person or convey, transfer, or lease its properties and assets substantially as an entirety to any Person, unless the Person formed by such consolidation or into which Texas Gas is merged or the Person that acquires such assets shall be organized or existing under the laws of the United States, any state of the United States or the District of Columbia and such person shall expressly assume Texas Gas’s obligations under the Texas Gas Indenture and the Texas Gas exchange notes issued thereunder and 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 happened and be continuing.

Event Risk . Except for the limitations on Liens and Sale and Leaseback Transactions described above, the Texas Gas Indenture and Texas Gas exchange notes will not contain any covenants or other provisions designed to afford holders of the Texas Gas exchange notes protection in the event of a highly leveraged transaction involving Texas Gas.

Events of Default

In general, an Event of Default will be defined under the Texas Gas Indenture with respect to notes of any series issued under the Texas Gas Indenture, including the Texas Gas exchange notes, as being:

(a) default in payment of any principal of the notes of such series, either at maturity, upon any redemption, by declaration, or otherwise;

(b) default for 30 days in payment of any interest on any notes of such series unless otherwise provided;

(d) either (1) default in payment of any Indebtedness of Texas Gas or any Subsidiary of Texas Gas within any applicable grace period after final maturity or (2) the acceleration of Indebtedness of Texas Gas or any Subsidiary of Texas Gas by the holders thereof because of a default and, in either case, the total amount of the Indebtedness unpaid or accelerated exceeds $25 million;

(e) certain events of bankruptcy, insolvency, or reorganization of Texas Gas; or

(f) any other Event of Default provided in the supplemental indenture under which such series of notes is issued or in the form of note for such series;

provided, however, that the occurrence of any of the events described in the foregoing clauses (c) or (f) shall not constitute an Event of Default if such occurrence is the result of changes in generally accepted accounting principles as recognized by the American Institute of Certified Public Accountants at the date as of which the

Texas Gas Indenture is executed and a certificate to such effect is delivered to the Texas Gas Notes Trustee by Texas Gas’ independent public accountants.

In general, the Texas Gas Indenture will provide that, (a) if an Event of Default described in clauses (a), (b), (c), (d) or (f) above (if the Event of Default under clause (c) is with respect to less than all series of notes issued under the Texas Gas Indenture then outstanding) occurs, either the Texas Gas Notes Trustee or the Holders of not less than 25 percent in principal amount of the notes of each affected series (voting as one class) issued under the Texas Gas Indenture and then outstanding may then declare the entire principal of all notes of each such affected series and interest accrued thereon to be due and payable immediately and (b) if an Event of Default due to a default described in clauses (c) or (f) above which is applicable to all series of Texas Gas notes then outstanding or due to certain events of bankruptcy, insolvency, and reorganization of Texas Gas shall have occurred and be continuing, the Texas Gas Notes Trustee or the Holders of not less than 25 percent in principal amount of all notes issued under the Texas Gas Indenture and then outstanding (voting as one class) may declare the entire principal of all such notes and interest accrued thereon to be due and payable immediately, but upon certain conditions such declarations may be annulled and past defaults may be waived (except a continuing default in payment of principal of, premium, if any, or interest on such notes) by the Holders of a majority in aggregate principal amount of the notes of all such affected series then outstanding (voting as one class).

The Texas Gas Notes Trustee, subject to the duty of the Texas Gas Notes Trustee during a default to act with the required standard of care, will be entitled to be indemnified by the Holders of notes (treated as one class) issued under the Texas Gas Indenture before proceeding, at the request of such Holders, to exercise any right or power under the Texas Gas Indenture. Subject to such provisions in the Texas Gas Indenture for the indemnification of the Texas Gas Notes Trustee and certain other limitations, the Holders of a majority in aggregate principal amount of the outstanding notes of each series affected (voting as one class) issued under the Texas Gas Indenture may direct the time, method, and place of conducting any proceeding for any remedy available to the Texas Gas Notes Trustee, or exercising any trust or power conferred on the Texas Gas Notes Trustee.

In general, the Texas Gas Indenture provides that no Holder of notes issued under the Texas Gas Indenture may institute any action against Texas Gas under the Texas Gas Indenture (except actions for payment of principal or interest on or after the due date provided) unless such Holder previously shall have given to the Texas Gas Notes Trustee written notice of default and continuance thereof and unless the Holders of not less than 25 percent in principal amount of the notes of each affected series (treated as one class) issued under the Texas Gas Indenture and then outstanding shall have requested the Texas Gas Notes Trustee to institute such action and shall have offered the Texas Gas Notes Trustee reasonable indemnity and the Texas Gas Notes Trustee shall not have instituted such action within 60 days of such request and the Texas Gas Notes Trustee shall not have received direction inconsistent with such written request by the Holders of a majority in principal amount of the notes of each affected series (treated as one class) issued under the Texas Gas Indenture and then outstanding.

The Texas Gas Indenture contains a covenant that Texas Gas will file annually with the Texas Gas Notes Trustee a certificate of no default or a certificate specifying any default that exists.

Discharge, Defeasance, and Covenant Defeasance

Texas Gas will be permitted to discharge or defease its obligations under the Texas Gas Indenture as set forth below.

Under terms satisfactory to the Texas Gas Notes Trustee, Texas Gas may discharge certain obligations to Holders of any series of notes issued under the Texas Gas Indenture which have not already been delivered to the Texas Gas Notes Trustee for cancellation and which have either become due and payable or are by their terms due and payable within one year (or scheduled for redemption within one year) by irrevocably depositing with the Texas Gas Notes Trustee cash or, in the case of notes payable only in United States dollars, United States Government Obligations (as defined in the Texas Gas Indenture) as trust funds in an amount certified to be sufficient to pay at maturity (or upon redemption) the principal of and interest on such notes.

Texas Gas may also, upon satisfaction of the conditions listed below, discharge certain obligations to Holders of any series of notes issued under the Texas Gas Indenture at any time ( “defeasance” ). Under terms satisfactory to the Texas Gas Notes Trustee, Texas Gas may instead be released with respect to any outstanding series of notes issued under the Texas Gas Indenture from the obligations imposed by the covenants described above limiting liens, sale and lease-back transactions, consolidations, mergers, and conveyances of assets, and omit to comply with such covenants without creating an Event of Default (“ covenant defeasance ”). Defeasance or covenant defeasance may be effected only if, among other things:

(1) Texas Gas irrevocably deposits with the Texas Gas Notes Trustee cash or, in the case of notes payable only in United States dollars, United States Government Obligations, as trust funds in an amount certified to be sufficient to pay at maturity (or upon redemption) the principal of and interest on all outstanding notes of such series issued under such Texas Gas Indenture; and

(2) Texas Gas delivers to the Texas Gas Notes Trustee an opinion of counsel to the effect that the Holders of such series of notes will not recognize income, gain, or loss for United States federal income tax purposes as a result of such defeasance or covenant defeasance and will be subject to United States federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if defeasance or covenant defeasance had not occurred (in the case of a defeasance, such opinion must be based on a ruling of the United States Internal Revenue Service or a change in United States federal income tax law occurring after the date of the Texas Gas Indenture, since such a result would not occur under current tax law).

Modification of the Indenture

The Texas Gas Indenture provides that Texas Gas and the Texas Gas Notes Trustee may enter into supplemental indentures (which conform to the provisions of the TIA) without the consent of the Holders to, in general:

(a) secure any notes issued under the Texas Gas Indenture;

(b) evidence the assumption by a successor Person of the obligations of Texas Gas;

(d) cure any ambiguity or correct any inconsistency in the Indenture, so long as such action will not adversely affect the interests of the Holders;

(e) establish the form or terms of notes of any series issued under the Texas Gas Indenture; and

(f) evidence the acceptance of appointment by a successor trustee.

The Texas Gas Indenture also contains provisions permitting Texas Gas and the Texas Gas Notes Trustee, with the consent of the Holders of not less than the majority in principal amount of notes of all series issued under the Texas Gas Indenture then outstanding and affected (voting as one class) to, in general, add any provisions to, or change in any manner or eliminate any of the provisions of, the Texas Gas Indenture or modify in any manner the rights of the Holders of the notes of each series so affected; provided that such changes conform to provisions of the TIA and provided that Texas Gas and the Texas Gas Notes Trustee may not, without the consent of each Holder of outstanding notes affected thereby,

(1) extend the final maturity of the principal of any notes, or reduce the principal amount thereof or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or change the currency in which the principal thereof (including any amount in respect of original issue discount) or interest thereon is payable, or reduce the amount of any original issue discount security payable upon acceleration or provable in bankruptcy or alter certain provisions of the Texas Gas Indenture relating to notes issued thereunder not denominated in U.S. dollars or for which conversion to another currency is required to satisfy the judgment of any court, or impair the right to institute suit for the enforcement of any payment on any notes issued under the Texas Gas Indenture when due; or

(2) reduce the aforesaid percentage in principal amount of notes of any series issued under such Texas Gas Indenture, the consent of the Holders of which is required for any such modification.

Additional Information

You may obtain a copy of the Texas Gas Indenture without charge by writing to Texas Gas Transmission, LLC, 3800 Frederica Street, Owensboro, Kentucky 42301, Attention: Corporate Secretary.

Certain Definitions

Certain terms defined in the Texas Gas Indenture and used herein are summarized as follows:

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

“ Comparable Treasury Price ” means, with respect to any redemption date, (1) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or (2) if such release (or any successor release) is not published or does not contain such prices on such business day, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if Texas Gas obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations. “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by Texas Gas, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to Texas Gas by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date.

“ Consolidated Funded Indebtedness ” means the aggregate of all outstanding Funded Indebtedness of Texas Gas and its consolidated Subsidiaries, determined on a consolidated basis in accordance with generally accepted accounting principles.

“ Holder ” means, in general, a Person in whose name the notes issued under the Texas Gas Indenture are registered, or, if not registered, the bearer thereof.

“ Indebtedness ” means indebtedness that is for money borrowed from others.

“ Independent Investment Banker ” means one of the Reference Treasury Dealers appointed by Texas Gas.

“ Principal Property ” means any natural gas pipeline, gathering property, or natural gas processing plant located in the United States, except any such property that in the opinion of the board of directors is not of material importance to the total business conducted by Texas Gas and its consolidated Subsidiaries; provided that “Principal Property” shall not include production and proceeds from production from gas processing plants or oil or natural gas or petroleum products in any pipeline or storage field.

“ Reference Treasury Dealer ” means each of Lehman Brothers Inc. and Citigroup Global Markets Inc. and their respective successors and, at the option of Texas Gas, additional Primary Treasury Dealers; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), Texas Gas shall substitute therefore another Primary Treasury Dealer.

Registration Rights; Additional Interest

In connection with the issuance of the old notes, TGT Pipeline and Texas Gas entered into a Registration Rights Agreement dated May 28, 2003, pursuant to which each agreed to conduct its exchange offer and, in certain circumstances described below, register the resale of the old notes.

The following description is a summary of the material provisions of the registration rights agreement. It does not restate that agreement in its entirety. We urge you to read the registration rights agreement in its entirety because it, and not this description, defines the registration rights of holders of the old notes. See the section of this prospectus entitled “Where You Can Find More Information.”

If:

(a) TGT Pipeline or Texas Gas is not required to file an exchange offer registration statement or permitted to consummate the exchange offer because the exchange offer is not permitted by applicable law or SEC policy; or

(b) any holder of Transfer Restricted Securities notifies TGT Pipeline or Texas Gas, as applicable, prior to the 20th day following consummation of the exchange offer that:

(1) it is prohibited by law or SEC policy from participating in the exchange offer; or

(2) that it may not resell the exchange notes acquired by it in the exchange offer to the public without delivering a prospectus and the prospectus contained in the exchange offer registration statement is not appropriate or available for such resales; or

(3) that it is a broker-dealer and owns notes acquired directly from the relevant issuer or an affiliate of the relevant issuer;

TGT Pipeline or Texas Gas, as applicable, will file with the SEC a shelf registration statement to cover resales of the old notes by the holders of the old notes who satisfy certain conditions relating to the provision of information in connection with the shelf registration statement. TGT Pipeline or Texas Gas, as applicable, will use its reasonable best efforts to cause the applicable registration statement to be declared effective as promptly as possible by the SEC.

For purposes of the preceding, “Transfer Restricted Securities” means each old note until

(a) the date on which such note has been exchanged by a Person other than a broker-dealer for an exchange note in the exchange offers;

(b) following the exchange by a broker-dealer in the exchange offers of an old note for an exchange note, the date on which such exchange note is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of this prospectus;

(c) the date on which such old note has been effectively registered under the Securities Act and disposed of in accordance with the shelf registration statement; or

(d) the date on which such old note is distributed to the public pursuant to Rule 144 under the Securities Act.

Pursuant to the registration rights agreement, TGT Pipeline and Texas Gas each agreed with respect to the TGT Pipeline old notes and the Texas Gas old notes, respectively, to :

(a) file an exchange offer registration statement with the SEC on or prior to 120 days after the issue date of the old notes,

(b) use its reasonable best efforts to have the exchange offer registration statement declared effective by the SEC on or prior to 180 days after the issue date of the old notes;

(c) unless the exchange offer would not be permitted by applicable law or SEC policy, commence the exchange offer and use its reasonable best efforts to issue on or prior to 30 business days after, or longer, if required by the federal securities laws, the date on which the exchange offer registration statement was declared effective by the SEC, exchange notes in exchange for all old notes tendered prior thereto in the exchange offer; and

(d) if obligated to file the shelf registration statement, use its reasonable best efforts to file the shelf registration statement with the SEC on or prior to 60 days after such filing obligation arises and to cause the shelf registration statement to be declared effective by the SEC on or prior to 120 days after such obligation arises.

If a “Registration Default” occurs, which means one of the following events occurs:

(1) either TGT Pipeline or Texas Gas fails to file the exchange offer registration statement or its shelf registration statement on or before the date specified above for such filing;

(2) any of such registration statements is not declared effective by the SEC on or prior to the date specified for such effectiveness (the “ Effectiveness Target Date ”);

(3) either TGT Pipeline or Texas Gas fails to consummate its exchange offer within 30 business days, or longer, if required by the federal securities laws, of the Effectiveness Target Date with respect to the exchange offer registration statement; or

(4) the shelf registration statement of either TGT Pipeline or Texas Gas or the exchange offer registration statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Default Securities during the periods specified in the registration rights agreement;

then additional interest will accrue on the relevant old notes, from and including the date on which any such Registration Default shall occur to, but excluding, the date on which the Registration Default has been cured, at the rate of 0.25% per year, plus an additional 0.25% per year from and during any period in which the Registration Default has continued for more than 90 days, up to a maximum rate of 0.50% per year. In no event

will the additional interest on the notes exceed 0.50% per year. TGT Pipeline and Texas Gas have no other liabilities for monetary damages with respect to these registration obligations.

Additional interest will only be paid with respect to Transfer Restricted Securities. Following the cure of all Registration Defaults, the accrual of additional interest will cease.

You will be required to make certain representations to us (as described under “Exchange Offers—Procedures for Tendering” and the letter of transmittal) in order to participate in the exchange offer. Holders of old notes will be required to deliver certain information to be used in connection with the shelf registration statement and to provide comments on the shelf registration statement within the time periods set forth in the registration rights agreement in order to have their notes included in the shelf registration statement and benefit from the provisions regarding additional interest set forth above. By acquiring Transfer Restricted Securities, a holder of old notes will be deemed to have agreed to indemnify TGT Pipeline and Texas Gas, as applicable, against certain losses arising out of information furnished by such holder in writing for inclusion in any shelf registration statement. Holders of old notes will also be required to suspend their use of the prospectus included in the shelf registration statement under certain circumstances upon receipt of written notice to that effect from TGT Pipeline or Texas Gas.

Book-Entry, Delivery and Form

Except as set forth below, exchange notes will be issued in registered, global form in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.

Exchange notes initially will be represented by one or more notes in registered, global form without interest coupons, collectively, the global exchange notes. The global exchange notes will be deposited upon issuance with the TGT Pipeline Notes Trustee or the Texas Gas Notes Trustee, as applicable, as custodian for The Depository Trust Company, or DTC, in New York, New York, and registered in the name of DTC or its nominee in each case for credit to an account of a direct or indirect participant in DTC as described below.

Except as set forth below, the global exchange notes may be transferred, in whole and not in part, only by DTC to another nominee of DTC, by a nominee of DTC to DTC or another nominee, or by DTC or this nominee to a successor of DTC or a nominee of this successor. Beneficial interests in the global exchange notes may not be exchanged for notes in certificated form except in the limited circumstances described below. See “—Exchange of Global Exchange Notes for Certificated Exchange Notes.” Except in the limited circumstances described below, owners of beneficial interests in the global exchange notes will not be entitled to receive physical delivery of notes in certificated form.

Transfers of beneficial interests in the global exchange notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants, which may change from time to time.

Depositary Procedures

The following description of the operations and procedures of DTC, are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. The issuers take no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.

DTC has advised the issuers that DTC is a limited-purpose trust company created to hold securities for its participants and to facilitate the clearance and settlement of transactions in those securities between these participants through electronic book-entry changes in accounts of its participants. The participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to indirect participants, which include other

entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. Persons who are not participants may beneficially own securities held by or on behalf of DTC only through the participants or the indirect participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the participants and indirect participants.

DTC has also advised the issuers that, pursuant to procedures established by it:

(1) upon deposit of the global exchange notes, DTC will credit the accounts of participants with the principal amount of the exchange notes represented by the global exchange notes; and

(2) ownership of these interests in the global exchange notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the participants) or by the participants and the indirect participants (with respect to other owners of beneficial interest in the global exchange notes).

Investors in the global exchange notes who are participants in DTC’s system may hold their interests in the global exchange notes directly through DTC. Investors in the global exchange notes who are not participants may hold their interests therein indirectly through organizations which are participants in such system. All interests in a global exchange note may be subject to the procedures and requirements of DTC. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a global exchange note to such Persons will be limited to that extent. Because DTC can act only on behalf of participants, which in turn act on behalf of indirect participants, the ability of a Person having beneficial interests in a global exchange note to pledge such interests to persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of interest in the global exchange notes will not have exchange notes registered in their names, will not receive physical delivery of exchange notes in certificated form and will not be considered the registered owners or “holders” thereof under the TGT Pipeline Indenture or the Texas Gas Indenture for any purpose.

Payments in respect of the principal of, and interest and premium and special interest, if any, on a global exchange note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the TGT Pipeline Indenture or the Texas Gas Indenture, as applicable. Under the terms of the TGT Pipeline Indenture or the Texas Gas Indenture, as applicable, TGT Pipeline or Texas Gas and the TGT Pipeline Notes Trustee or the Texas Gas Notes Trustee, as applicable, will treat the Persons in whose names the exchange notes, including the global exchange notes, are registered as the owners for the purpose of receiving payments and for all other purposes. Consequently, none of TGT Pipeline, Texas Gas, the TGT Pipeline Notes Trustee, the Texas Gas Notes Trustee or any agent of the issuers, the TGT Pipeline Notes Trustee or the Texas Gas Notes Trustee has or will have any responsibility or liability for:

(1) any aspect of DTC’s records or any participant’s or indirect participant’s records relating to or payments made on account of beneficial ownership interests in the global exchange notes or for maintaining, supervising or reviewing any of DTC’s records or any participant’s or indirect participant’s records relating to the beneficial ownership interests in the global exchange notes; or

(2) any other matter relating to the actions and practices of DTC or any of its participants or indirect participants.

DTC has advised the issuers that its current practice, upon receipt of any payment in respect of securities such as the exchange notes (including principal and interest), is to credit the accounts of the relevant participants with the payment on the payment date in accordance with instructions provided to DTC. Each relevant participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal

amount of the relevant security as shown on the records of DTC. Payments by the participants and the indirect participants to the beneficial owners of exchange notes will be governed by standing instructions and customary practices and will be the responsibility of the participants or the indirect participants and will not be the responsibility of DTC, the TGT Pipeline Notes Trustee, the Texas Gas Notes Trustee, TGT Pipeline or Texas Gas. Neither TGT Pipeline, Texas Gas, nor the TGT Pipeline Notes Trustee or the Texas Gas Notes Trustee, as applicable, will be liable for any delay by DTC or any of its participants in identifying the beneficial owners of the exchange notes, and TGT Pipeline or Texas Gas and the TGT Pipeline Notes Trustee or the Texas Gas Notes Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Transfers between participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds.

DTC has advised the issuers that it will take any action permitted to be taken by a holder of exchange notes only at the direction of one or more participants to whose account DTC has credited the interests in the global exchange notes and only in respect of such portion of the aggregate principal amount of the exchange notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the exchange notes, DTC reserves the right to exchange the global exchange notes for legended notes in certificated form, and to distribute such exchange notes to its participants.

Although DTC has agreed to the foregoing procedures to facilitate transfers of interests in the global exchange notes among participants in DTC, it is under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. None of TGT Pipeline, Texas Gas, the TGT Pipeline Notes Trustee or the Texas Gas Notes Trustee, as applicable, or any of their respective agents will have any responsibility for the performance by DTC or its participants or indirect participants of their obligations under the rules and procedures governing its operations.

Exchange of Global Exchange Notes for Certificated Exchange Notes

A global exchange note is exchangeable for definitive exchange notes in registered certificated form, which we refer to as certificated exchange notes, if:

(1) DTC notifies the issuers that it (a) is unwilling or unable to continue as depositary for the global exchange notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the issuers fail to appoint a successor depositary within 120 days after the date of such notice;

(2) the issuers, at their option, notify the TGT Pipeline Notes Trustee or the Texas Gas Notes Trustee, as applicable, in writing that they elect to cause the issuance of the certificated exchange notes; or

(3) there shall have occurred and be continuing a Default or Event of Default with respect to the exchange notes.

In addition, beneficial interests in a global exchange note may be exchanged for certificated exchange notes upon prior written notice given to the TGT Pipeline Notes Trustee or the Texas Gas Notes Trustee, as applicable, by or on behalf of DTC in accordance with the TGT Pipeline Indenture or the Texas Gas Indenture, as applicable. In all cases, certificated exchange notes delivered in exchange for any global exchange note or beneficial interests in global exchange notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account in the exchange offers must acknowledge that it will deliver a prospectus in connection with any resale of those exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where the old notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after the registration statement of which this prospectus forms a part is declared effective or, if earlier, until the date on which broker-dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any resale of exchange notes. Any broker-dealers required to use this prospectus and any amendments or supplements to this prospectus for resales of the exchange notes must notify us of this fact by checking the box on the letter of transmittal requesting additional copies of these documents.

Notwithstanding the foregoing, we are entitled under the registration rights agreement to suspend the use of this prospectus by broker-dealers under specified circumstances. For example, we may suspend the use of this prospectus if:

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the board of directors of TGT Pipeline or Texas Gas determines in good faith that such action would impede, delay or otherwise interfere with any proposed or pending material corporate transaction involving TGT Pipeline or Texas Gas and notifies the holders of the exchange notes of such determination within two business day or that such action would require the disclosure of material non-public information, the disclosure of which at such time would not be in the best interests of TGT Pipeline or Texas Gas, as applicable, or its respective members; or

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this prospectus contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained in this prospectus, in the light of the circumstances under which they were made, not misleading.

If we suspend the use of this prospectus, the 90-day period referred to above will be extended by a number of days equal to the period of the suspension.

We will not receive any proceeds from any sales of the exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offers may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of methods of resale, at market prices prevailing at the time of resale, at prices related to those prevailing market prices or at negotiated prices. Any resale may be made directly to the purchaser or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the broker-dealer and/or the purchasers of the exchange notes. Any broker-dealer that resells the exchange notes that were received by it for its own account pursuant to the exchange offers and any broker or dealer that participates in a distribution of the exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any resale of exchange notes and any commissions or concessions received by any of those persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 90 days after the registration statement of which this prospectus forms a part is declared effective or, if earlier, until the date on which broker-dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities, we will promptly provide additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal.

We have agreed to pay the expenses incident to the exchange offers, including the reasonable fees and disbursements of one legal counsel for the holders of the old notes in connection with any shelf registration statement filed pursuant to the registration rights agreement, other than commissions or concessions of any brokers or dealers and the fees of any advisors or experts retained by the holders of old notes (other than the legal counsel referred to above), and will indemnify the holders of the exchange notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS

The following is a summary of certain United States federal income tax considerations and, in the case of a holder that is a non-U.S. holder, United States federal estate tax considerations relating to the ownership and disposition of the notes, and the exchange of the old notes for exchange notes, but does not purport to be a complete analysis of all the potential tax considerations relating thereto. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), regulations, rulings and judicial decisions as of the date hereof. These authorities may be changed, possibly retroactively, so as to result in United States federal income tax consequences different from those set forth below. We have not sought any rulings from the Internal Revenue Service (the “IRS”) with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions. In this summary, we refer to the old notes and the exchange notes collectively as the “notes.”

This summary assumes that the notes are held as capital assets (i.e., generally held for investment) and holders are purchasers of the notes at their respective initial offering price in the relevant offering. This summary does not address the tax considerations arising under the laws of any foreign, state or local jurisdiction. In addition, this discussion does not address tax considerations applicable to a holder’s particular circumstances or to holders that may be subject to special tax rules, including, without limitation: holders subject to the alternative minimum tax; banks; insurance companies; dealers in securities or commodities; traders in securities that elect to use a mark-to-market method of accounting for their securities holdings; other financial institutions; tax-exempt organizations; holders whose functional currency is not the U.S. dollar; certain expatriates or former long-term residents of the United States; persons that will hold the notes as a position in a straddle or as part of a hedging or conversion or other risk reduction transaction; or persons deemed to sell the notes under the constructive sale provisions of the Code.

THIS SUMMARY IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. YOU ARE URGED TO CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE APPLICATION OF UNITED STATES FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE UNITED STATES FEDERAL ESTATE OR GIFT TAX RULES OR UNDER THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

Consequences to U.S. Holders

The following summary will apply to you if you are a U.S. holder of the notes. Certain consequences to “non-U.S. holders” of the notes are described under “—Consequences to Non-U.S. Holders” below. “U.S. holder” means a beneficial owner of a note that is:

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a citizen or resident of the United States;

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a corporation (or an entity that is treated as a corporation for U.S. federal tax purposes) created or organized in or under the laws of the United States or any political subdivision of the United States;

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an estate the income of which is subject to United States federal income taxation regardless of its source; or

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a trust that (1) is subject to the primary supervision of a court within the United States and that has one or more United States persons with authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable Treasury regulations to be treated as a United States person.

If a partnership holds notes, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our notes, you should consult your tax advisor.

Payments of Interest

Stated interest on the notes will generally be taxable to you as ordinary income at the time it is paid or accrued in accordance with your method of accounting for tax purposes.

Sale, Exchange or Disposition of Notes

You will generally recognize gain or loss upon the sale, exchange (other than for exchange notes, as discussed below), redemption, retirement or other disposition of a note equal to the difference between the amount realized upon the sale, exchange or other disposition (less an amount attributable to any accrued stated interest not previously included in income, which will be taxable as interest income) and your adjusted tax basis in the note. Your adjusted tax basis in a note will generally equal the amount you paid for the note, decreased by any repayments of principal received on the note and increased by the amount of accrued unpaid interest that you have already included in gross income. Any gain or loss recognized on a disposition of the note generally will be capital gain or loss, and will be long-term capital gain or loss if, at the time of such disposition, your holding period for the note is more than twelve months. Your ability to deduct capital losses may be limited.

Additional Interest

We intend to take the position for United States federal income tax purposes that any payments of additional interest, as described above under “Description of the Exchange Notes—Registration Rights; Additional Interest,” should be taxable to you as additional interest income when received or accrued, in accordance with your method of accounting for tax purposes. This position is based in part on the assumption that as of the date of issuance of the notes, the possibility that additional interest will have to be paid is a “remote” or “incidental” contingency within the meaning of applicable Treasury regulations. Our determination that such possibility is a remote or incidental contingency is binding on you, unless you explicitly disclose that you are taking a different position to the IRS on your tax return for the year during which you acquire the notes. However, the IRS may take a contrary position from that described above, which could affect the timing and character of both your income from the notes and our deduction with respect to the payments of additional interest.

If we are required to pay additional interest on the notes, you should consult your tax advisors concerning the appropriate tax treatment of the payment of such additional interest.

Exchange Offers

The exchange notes should not differ materially in kind or extent from the old notes and, as a result, your exchange of old notes for exchange notes should not constitute a taxable disposition of the old notes for United States federal income tax purposes. As a result, you should not recognize taxable income, gain or loss on such exchange, your holding period for the exchange notes should generally include the holding period for the old notes so exchanged, your adjusted tax basis in the exchange notes should generally be the same as your adjusted tax basis in the old notes so exchanged, and the federal income tax consequences associated with owning the old notes should generally continue to apply to the exchange notes.

Consequences to Non-U.S. Holders

The following summary will apply to you if you are a non-U.S. holder of notes. The term “non-U.S. holder” means a beneficial owner of a note that is not a U.S. holder.

Special rules may apply to certain non-U.S. holders such as “controlled foreign corporations,” “passive foreign investment companies” and “foreign personal holding companies.” Such entities should consult their own tax advisors to determine the United States federal, state, local and other tax consequences that may be relevant to them.

Payments of Interest

The payment to you of interest on a note generally will not be subject to United States federal withholding tax provided that:

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you do not actually or constructively own 10% or more of the total combined voting power of all classes of our corporate parent’s voting stock within the meaning of the Code and applicable Treasury regulations;

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you are not a controlled foreign corporation that is related to us through stock ownership as provided in the Code and applicable Treasury regulations;

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you are not a bank whose receipt of interest on the notes is in connection with an extension of credit made pursuant to a loan agreement entered into in the ordinary course of your trade or business; and

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either (1) you provide us or our agent with your name and address on an IRS Form W-8BEN and you certify under penalties of perjury that you are not a United States person, or (2) a bank, brokerage house or other financial institution that holds the notes on your behalf in the ordinary course of its trade or business certifies to us or our agent, under penalties of perjury, that such holder has received an IRS Form W-8BEN from you and furnishes us or our agent with a copy of the properly completed IRS Form W-8BEN.

If you cannot satisfy the requirements described in the immediately preceding paragraph, payments of interest made to you will be subject to a 30% United States federal withholding tax unless you provide us with a properly executed:

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IRS Form W-8BEN claiming an exemption from, or reduction in the rate of, withholding under an applicable income tax treaty; or

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IRS Form W-8ECI stating that the interest paid on the note is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States.

In addition, you may, under certain circumstances, be required to obtain a United States taxpayer identification number, or TIN.

Assuming that any additional interest we are required to pay is treated as interest, the tax treatment of such payments should be the same as other interest payments received by you. However, the IRS may treat such payments as other than interest, in which case they would be subject to United States federal withholding tax at a rate of 30%, unless you qualify for a reduced rate of tax or an exemption under a tax treaty.

Sale, Exchange, or Disposition of the Notes

Generally, you will not be subject to United States federal income tax with respect to gain realized on the sale, exchange, redemption or other disposition of a note unless:

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the gain is effectively connected with the conduct by you of a trade or business in the United States; or

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in the case of a non-U.S. holder who is a nonresident alien individual, such individual is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met.

Non-U.S. holders in either of the above two circumstances will nevertheless not be subject to United States federal income tax if a treaty exemption applies and the appropriate documentation is provided.

United States Trade or Business

If interest or gain from a disposition of the notes is effectively connected with your conduct of a United States trade or business, or if an income tax treaty applies and you maintain a United States “permanent establishment” to which the interest or gain is generally attributable, you may be subject to United States federal income tax on the interest or gain on a net basis in the same manner as if you were a U.S. holder. If interest income received with respect to the notes is taxable on a net basis, the 30% withholding tax described above will not apply (assuming an appropriate certification is provided, generally IRS Form W-8ECI). If you are a foreign corporation, you also may be subject to a branch profits tax equal to 30% of your effectively connected earnings and profits for the taxable year, subject to certain adjustments, unless you qualify for a lower rate under an

applicable income tax treaty. For this purpose, interest on a note or gain recognized on the disposition of a note will be included in earnings and profits if the interest or gain is effectively connected with the conduct by you of a trade or business in the United States.

United States Federal Estate Taxation of Non-U.S. holders

The United States federal estate tax will not apply to the notes owned by you at the time of your death, provided that (1) you do not actually or constructively own 10% or more of the total combined voting power of all classes of our corporate parent’s voting stock (within the meaning of the Code and the Treasury regulations) and (2) interest on the note would not have been, if received at the time of your death, effectively connected with your conduct of a trade or business in the United States.

Information Reporting and Backup Withholding

U.S. Holders

U.S. holders, unless otherwise exempt as noted below, will be subject to information reporting with respect to payments of principal, interest and the gross proceeds from the sale, exchange, redemption or other disposition of a note.

Backup withholding (at a rate equal to 28% for amounts paid during calendar year 2003) may apply to payments of interest and to the gross proceeds from the sale, exchange, redemption or other disposition of a note if you:

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fail to furnish your TIN on an IRS Form W-9 within a reasonable time after we request this information;

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furnish an incorrect TIN and we have received notice thereof;

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have failed to report properly any interest or dividends and we have received notice thereof; or

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fail, under certain circumstances, to provide a certified statement signed under penalties of perjury that the TIN provided is your correct number and that you are not subject to backup withholding.

Certain persons are exempt from information reporting and backup withholding, including corporations and financial institutions. U.S. holders should consult their personal tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption, if applicable. The backup withholding tax is not an additional tax and taxpayers may use amounts withheld as a credit against their United States federal income tax liability or may claim a refund as long as they timely provide certain information to the IRS.

Non-U.S. Holders.

Non-U.S. holders generally will not be subject to backup withholding with respect to payments of interest on the notes if we do not have actual knowledge or reason to know that the non-U.S. holder is a United States person and such holder provides the requisite certification on IRS Form W-8BEN or otherwise establishes an exemption from backup withholding. Payments of interest, however, will generally be subject to reporting requirements.

Payments of the gross proceeds from the sale, exchange, redemption or other disposition of a note effected by or through a United States office of a broker generally will be subject to backup withholding and information reporting, unless the non-U.S. holder certifies as to its non-U.S. status on IRS Form W-8BEN or otherwise establishes an exemption. Generally, information reporting and backup withholding will not apply to a payment of disposition proceeds where the sale is effected outside the United States through a non-U.S. office of a non-U.S. broker and payment is not received in the United States.

However, information reporting will generally apply to a payment of disposition proceeds where the sale is effected outside the United States by or through an office outside the United States of a broker that fails to maintain documentary evidence that the holder is a non-U.S. holder or that the holder otherwise is entitled to an exemption, and the broker is:

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a United States person;

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a foreign person that has derived 50% or more of its gross income for defined periods from the conduct of a trade or business in the United States;

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a controlled foreign corporation for United States federal income tax purposes; or

•

a foreign partnership if, at any time during its tax year, either (1) more than 50% of the capital or profits interests in it is owned by United States persons or (2) it is engaged in a U.S. trade or business.

Backup withholding is not an additional tax. The amount of any backup withholding imposed on a payment to a holder of the notes will be allowed as a credit against the holder’s United States federal income tax liability and may entitle the holder to a refund if the required information is furnished to the IRS.

WHERE YOU CAN FIND MORE INFORMATION

Texas Gas Transmission, LLC (formerly Texas Gas Transmission Corporation) files, and following the exchange offers, TGT Pipeline, LLC will file, annual and quarterly reports with the Securities and Exchange Commission, which we refer to as the “SEC.” Investors may read and copy any material on file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. Texas Gas Transmission, LLC’s filings are also available, and TGT Pipeline, LLC’s filings will be available, to the public over the Internet at the SEC’s web site at http://www.sec.gov. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room.

INCORPORATION BY REFERENCE

The issuers are “incorporating by reference” information which Texas Gas Transmission, LLC filed with the SEC which means that the issuers can disclose important information to investors by referring investors to those documents. The information incorporated by reference or deemed incorporated by reference is an important part of this prospectus and information that Texas Gas Transmission, LLC or TGT Pipeline, LLC files later with the SEC will be deemed to automatically update and supersede this incorporated information. The issuers incorporate by reference the documents listed below and any future filings made by them with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the expiration date of the exchange offers.

•

Texas Gas Transmission Corporation’s Annual Report on Form 10-K for the year ended December 31, 2002, except for the statement therein describing the percentage variance in Texas Gas’ operating costs and expenses for the year ended December 31, 2001 compared to the prior year, which should be 5% rather than 3%.

•

Texas Gas Transmission Corporation’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2003 and June 30, 2003.

•

Texas Gas Transmission, LLC’s Current Reports on Form 8-K filed with the SEC on May 23, 2003, May 28, 2003, June 19, 2003 and August 11, 2003.

Investors can get a free copy of any of the documents incorporated by reference by making an oral or written request directed to:

Texas Gas Transmission, LLC

3800 Frederica Street

Owensboro, Kentucky 42301

Attention: Corporate Secretary

Telephone: (270) 926-8686

VALIDITY OF THE EXCHANGE NOTES

Certain legal matters relating to the exchange notes will be passed upon for us by Dickstein Shapiro Morin & Oshinsky LLP, Washington, D.C.

EXPERTS

The financial statements of Texas Gas Transmission Corporation included in Texas Gas Transmission Corporation’s Annual Report (Form 10-K) for the year ended December 31, 2002, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

Following the acquisition of Texas Gas by TGT Pipeline, TGT Pipeline and Texas Gas engaged Deloitte & Touche LLP as their independent auditors effective as of May 16, 2003.

The Statement of Financial Position of TGT Pipeline, LLC as of May 16, 2003, included in this prospectus, has been audited by Deloitte & Touche LLP, independent auditors, as set forth in their report appearing herein and is included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

INDEX TO FINANCIAL STATEMENTS


Independent Auditors’ Report		F-2

TGT Pipeline, LLC—Statement of Financial Position		F-3

Notes to the Statement of Financial Position		F-4

F-1

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors of

TGT Pipeline, LLC

We have audited the accompanying statement of financial position of TGT Pipeline, LLC (a Delaware Limited Liability Company) (the “Company”) as of May 16, 2003. This financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of financial position is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of financial position. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall statement of financial position presentation. We believe that our audit of the statement of financial position provides a reasonable basis for our opinion.

In our opinion, such statement of financial position presents fairly, in all material respects, the financial position of the Company at May 16, 2003, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Chicago, Illinois

September 10, 2003

F-2

TGT PIPELINE, LLC

STATEMENT OF FINANCIAL POSITION

As of May 16, 2003

(Thousands of Dollars)

ASSETS	$	—


MEMBER’S EQUITY

Member’s Equity:
Paid-in capital	$	793,069
Receivable from Parent		(793,069	)

Total Member’s Equity	$	—

The accompanying notes are an integral part of these financial statements.

F-3

TGT PIPELINE, LLC

NOTES TO THE STATEMENT OF FINANCIAL POSITION

1. Organization and Operations

TGT Pipeline, LLC (TGT Pipeline) is a wholly owned indirect subsidiary of Loews Corporation that was formed on April 29, 2003 to execute the purchase of all the outstanding capital stock of Texas Gas Transmission Corporation (Texas Gas) from The Williams Companies, Inc. TGT Pipeline was initially capitalized on May 16, 2003 with an equity contribution of $793 million. This equity contribution was in the form of a receivable from TGT Pipeline’s parent company and is reflected as a reduction to equity in accordance with generally accepted accounting principles. The accompanying financial statement reflects the financial position of TGT Pipeline immediately subsequent to this initial capitalization. The accompanying statement of financial position does not reflect the purchase of Texas Gas by TGT Pipeline which occurred subsequent to the initial capitalization. Although TGT Pipeline was formed in April 2003, no financial activity took place until the sale was finalized on May 16, 2003.

2. Significant Accounting Policy

Use of Management Estimates: The preparation of the financial statement in conformity with generally accepted accounting principles requires that management make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Actual results may differ from those estimates.

3. Subsequent Events

Immediately following consummation of the purchase, Texas Gas was converted from a corporation into a limited liability company, with TGT Pipeline as its sole member, pursuant to Section 266 of the Delaware General Corporation Law, and accordingly, changed its name to “Texas Gas Transmission, LLC”. Effective with the acquisition, the books and records of Texas Gas Transmission, LLC are consolidated with TGT Pipeline.

Also immediately following consummation of the purchase, TGT Pipeline borrowed $275 million from Texas Gas under an interest-bearing promissory note and distributed these proceeds to its parent, TGT Pipeline Holding Corp. (formerly known as Loews Pipeline Holding Corp.), a wholly owned subsidiary of Loews Corporation. The note bears interest at LIBOR plus 1%.

On May 28, 2003, TGT Pipeline completed an offering of $185 million principal amount of 5.2% notes issued at a discount and due 2018 in an offering exempt from registration under Rule 144A and Regulation S. The proceeds from this issuance were used to partially repay the $275 million promissory note with Texas Gas. TGT Pipeline relies on distributions from Texas Gas to fulfill its obligations. TGT Pipeline has agreed to use its reasonable best efforts to effect an exchange offer of these notes for substantially identical notes which have been registered under the Securities Act of 1933 within 180 days following the original issuance of the notes

F-4

[insert logo]

TGT Pipeline, LLC

E XCHANGE O FFER FOR

$185,000,000 5.200% Notes due 2018

Texas Gas Transmission, LLC

(formerly Texas Gas Transmission Corporation)

E XCHANGE O FFER FOR

$250,000,000 4.600% Notes due 2015

, 2003

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Section 18-108 of the Delaware Limited Liability Company Act provides that subject to such standards and restrictions, if any, as set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

The limited liability company agreement of each registrant provides for indemnification of officers, directors for liabilities and costs incurred in any proceeding against them in such capacity, unless such officer or director is finally determined to have not acted in good faith and in the reasonable belief that such officer or director’s action was in the best interest of such registrant.

The limited liability company agreement of each registrant also provides that no officer or director shall be liable to such registrant or any Member for any act or omission by such officer or director, unless such officer or director engaged in fraud, gross negligence, willful misconduct, intentional breach of the limited liability company agreement or a knowing violation of criminal law.

Each registrant maintains directors’ and officers’ liability insurance against any actual or alleged breach of duty, neglect, error, misstatement, misleading statement, omission or act by a director or officer, individually or otherwise, in his or her capacity as a director or officer, excluding certain matters including, among others, fraudulent, dishonest or criminal acts or self-dealing.

Item 21. Exhibits and Financial Statement Schedules.

The following exhibits are filed herewith or incorporated herein by reference:

Exhibit No.		Description

3.1		Certificate of Formation of Texas Gas Transmission, LLC dated May 16, 2003, incorporated herein by reference to Exhibit 3.1 to Texas Gas’ Current Report on Form 8-K filed with the SEC on May 23, 2003

3.2		LLC Limited Liability Company Operating Agreement dated May 16, 2003 of Texas Gas Transmission, LLC, incorporated herein by reference to Exhibit 3.2 to Texas Gas’ Current Report on Form 8-K filed with the SEC on May 23, 2003

3.3		Certificate of Formation of TGT Pipeline, LLC dated April 28, 2003*

3.4		LLC Limited Liability Company Operating Agreement dated May 15, 2003 of TGT Pipeline, LLC*

3.5		Indenture dated as of May 28, 2003 between Texas Gas Transmission, LLC and The Bank of New York, as Trustee*

3.6		Indenture dated as of May 28, 2003 between TGT Pipeline, LLC and The Bank of New York, as Trustee*

3.7		Registration Rights Agreement dated as of May 28, 2003 among TGT Pipeline, LLC, Texas Gas Transmission, LLC and Lehman Brothers Inc. on behalf of itself and Citigroup Global Markets Inc.*

5.1		Opinion of Dickstein Shapiro Morin & Oshinsky LLP re: legality of exchange notes*

12.1		Statements re: computation of ratios*

23.1		Consent of Ernst & Young LLP*

23.2		Consent of Deloitte & Touche LLP*

II-1

Exhibit No.		Description

23.3		Consent of DSMO (included in Exhibit 5.1)

24.1		Power of Attorney (included as part of signature pages to this registration statement)

25.1		Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Indenture dated as of May 28, 2003 between Texas Gas Transmission, LLC and The Bank of New York, as Trustee*

25.2		Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Indenture dated as of May 28, 2003 between TGT Pipeline, LLC and The Bank of New York, as Trustee*

99.1		Letter of Transmittal*

99.2		Notice of Guaranteed Delivery*

99.3		Letter to securities dealers, commercial banks, trust companies and other nominees*

99.4		Form of letter from securities dealers, commercial banks, trust companies and other nominees to their Clients*

99.5		Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9*

Filed herewith.

Item 22. Undertakings

Each of the undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of such 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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants, each registrant has been advised that in the opinion of the Securities and Exchange Commission 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 registrants of expenses incurred or paid by a director, officer or controlling person of such 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, such 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.

Each of the undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act, each registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Owensboro, Kentucky on September 10, 2003.

TGT PIPELINE, LLC

By:		/s/ J AMIE L. B USKILL
Name:		Jamie L. Buskill
Title:		Vice President and Chief Financial Officer

TEXAS GAS TRANSMISSION, LLC

By:		/s/ J AMIE L. B USKILL
Name:		Jamie L. Buskill
Title:		Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below in so signing also makes, constitutes and appoints Jamie Buskill and H. Dean Jones II, and each of them acting alone, his true and lawful attorney-in-fact, with full power of substitution, for him in any and all capacities to execute and cause to be filed with the Securities and Exchange Commission any and all amendments and post-effective amendments to this registration statement with exhibits thereto and other documents in connection therewith, and hereby ratifies and confirms all that any or all of said attorneys-in-fact or substitute or substitutes for any or all of them may do or cause to be done by virtue hereof.

SIGNATURES

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 date indicated.

Signature	Title	Date

/s/ A NDREW T ISCH Andrew Tisch	Director of TGT Pipeline, LLC and Texas Gas Transmission, LLC	September 10, 2003

/s/ H. D EAN J ONES II H. Dean Jones II	Director and President of TGT Pipeline, LLC and Texas Gas Transmission, LLC (Principal Executive Officer)	September 10, 2003

/s/ J AMIE L. B USKILL Jamie L. Buskill	Director, Vice President, Chief Financial Officer and Treasurer of TGT Pipeline, LLC and Texas Gas Transmission, LLC (Principal Financial and Accounting Officer)	September 10, 2003

II-3

EXHIBIT 3.3

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

TGT PIPELINE, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST : The name of the limited liability company (hereinafter called the “limited liability company”) is “TGT Pipeline, LLC”.

SECOND : The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

Executed on April 28, 2003

/s/ Gary Garson

Gary Garson, Authorized Person

EXHIBIT 3.4

TGT PIPELINE, LLC

LIMITED LIABILITY COMPANY

OPERATING AGREEMENT

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of TGT Pipeline, LLC, a Delaware limited liability company (the “Company”), is made as of the 15th day of May, 2003 (the “Effective Date”) by Loews Pipeline Holding Corp., a Delaware corporation (“LPHC”), and each Person, if any, subsequently admitted to the Company as a member in accordance with the terms hereof. Such Persons and LPHC shall be referred to herein collectively as “Members” and individually as a “Member.”

LPHC, which presently is the sole Member of the Company, hereby adopts, on behalf of itself and any future Members, if any, this Operating Agreement as follows:

ARTICLE 1

DEFINITIONS

Certain capitalized terms used in this Agreement shall have the meanings set forth below:

“ Available Cash ” with respect to any fiscal period of the Company shall mean the net cash of the Company available after appropriate provision for expenses, liabilities, commitments and contingencies of the Company as determined by the Manager.

“ Board of Directors ” has the meaning set forth in Section 6.2.

“ Capital Account ” means, with respect to any Member, the capital account maintained for such Person in accordance with Section 3.6 of this Agreement.

“ Capital Contribution ” means, with respect to any Member, the amount of money and the value of other property contributed to the Company with respect to the Interest held by such Member.

“ Certificate of Formation ” means the certificate of formation of the Company as filed with the Secretary of State of Delaware in accordance with the Company Act, as amended from time to time.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“Company Act” means the Delaware Limited Liability Company Act, as the same may be amended from time to time.

“ Fiscal Year ” means the Company’s taxable year.

“ Indemnified Party ” has the meaning set forth in Article 12.

“ Interest ” means a Member’s entire membership interest in the Company, including without limitation such Member’s share of the Company’s income, gain, loss and deductions, and of the Company’s distributions and all rights and privileges of membership in the Company accorded under this Agreement or the Company Act.

“Manager” shall mean the Board of Directors acting collectively.

“ Ownership Percentage ” means, with respect to any Member as of any particular time and from time to time, the ratio, expressed as a percentage, of the number of Units owned by such Member to the aggregate number of Units owned by all Members.

“ Person ” means any individual, partnership, limited liability company, corporation, unincorporated organization or association, trust or other entity.

“ Treasury Regulations ” means the rules and regulations of the Internal Revenue Service promulgated under the Code, as in effect from time to time.

“Unit” has the meaning set forth in Section 3.8.

ARTICLE 2

GENERAL TERMS

2.1 Name . The name of the Company shall be TGT Pipeline, LLC.

2.2 Registered Office and Agent . The location of the registered office of the Company in Delaware shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The Company’s registered agent at such address shall be Corporation Service Company. The registered agent and registered office of the Company may be changed from time to time by the Manager upon giving notice thereof to the Members and complying with the requirements of the Company Act.

2.3 Principal Office of the Company . The location of the principal place of business of the Company shall be 3800 Frederica Street, Owensboro, Kentucky 42304, or such other location as the Manager may decide from time to time.

2.4 Term . The Company shall have a perpetual existence unless dissolved in accordance with Article 10 herein.

2.5 Business Purpose . The Company is organized to engage in any lawful act or activity for which a limited liability company may be formed under the Company Act.

ARTICLE 3

MEMBERS; CAPITAL CONTRIBUTIONS

3.1 Members . The name of each Member is set forth on Exhibit A attached to this Agreement. Exhibit A shall be amended from time to time by the Manager to reflect the withdrawal of Members or the admission of new or additional Members pursuant to this Agreement.

3.2 Units and Ownership Percentages . Set forth on Exhibit A attached to this Agreement are: (i) the number of Units issued to each Member; and (ii) the Ownership Percentage held by each Member. Exhibit A shall be amended from time to time by the Manager to reflect changes in accordance with this Agreement in the number of Units issued to Members or the Ownership Percentages of the Members.

3.3 Capital Contributions . Following admission to the Company and the payment in full of a Member’s initial Capital Contribution, no Member shall be obligated to make any additional contribution to the Company’s capital, whether upon liquidation of the Company or otherwise. Without limiting the generality of the foregoing, no Member shall have any obligation to restore any deficit balance in such Member’s Capital Account, and any such deficit balance shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. Nothing herein shall be construed to prohibit any Member, at its sole option, from making any additional Capital Contribution to the Company authorized by the Manager in order to fund all or any part of the Company’s capital requirements.

3.4 No Interest on Capital Contributions . Members shall not be paid interest on their Capital Contributions.

3.5 Return of Capital Contributions . Except as otherwise provided in this Agreement, no Member shall have the right to receive the return of any Capital Contribution. If any Member is entitled to receive a return of a Capital Contribution, the Company may distribute cash, notes, property, or a combination thereof to the Member in return of the Capital Contribution. The Company shall not be required to make any distributions to any Member in any form other than cash.

3.6 Capital Accounts . A separate Capital Account shall be maintained for each Member. Capital Accounts of the Members shall be maintained in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv).

3.7 Limited Liability; Powers of Members . The liability of Members shall be limited as provided under the Company Act and the other applicable laws of the State of Delaware. Members that are not also individuals serving on the Board of Directors shall take no part whatsoever in the control, management, direction or operation of the Company’s affairs and shall have no power to bind the Company. No Member shall be an agent of any other Member or of the Company solely by reason of being a Member.

3.8 Units . A Member’s Interest in the Company, including without limitation such Member’s share of the Company’s income, gain, loss, deductions and cash distributions, shall be represented by the “Unit” or “Units” held by such Member.

ARTICLE 4

[INTENTIONALLY OMITTED]

ARTICLE 5

PROFIT, LOSS AND DISTRIBUTIONS

5.1 Allocation of Profit or Loss . All items of Company income, gain, loss, and deduction as determined for book purposes shall be allocated among the Members, and shall be credited or debited to their respective Capital Accounts, in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv), so as to ensure to the maximum extent possible that:

(i) such allocations satisfy the alternate economic effect test of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) (by allocating items that can have economic effect in such a manner that the balance of each Member’s Capital Account at the end of any taxable year (increased by such Member’s “share of partnership minimum gain” and “share of partner nonrecourse debt minimum gain” as defined in Treasury Regulations Section 1.704-2) would be positive in the amount of cash that such Member would receive, if (A) the Company sold all of its property for an amount of cash equal to the book value (as determined pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)) of such property (reduced, but not below zero, by the amount of nonrecourse debt or partner nonrecourse debt to which such property is subject) and (B) all of the cash of the Company remaining after payment of all liabilities (other than nonrecourse liabilities and partner nonrecourse debt) of the Company were distributed in liquidation immediately following the end of such taxable year pursuant to Section 10.2); and

(ii) all allocations of items that cannot have economic effect (including credits and nonrecourse deductions) are allocated to the Members in accordance with their respective Ownership Percentages.

5.2 Distributions .

Except as otherwise provided in Section 10.2 hereof in the case of the dissolution and liquidation of the Company, Available Cash authorized for distribution pursuant to Section 5.3(i) shall be distributed to the Members in proportion to the balances of their respective Capital Accounts.

5.3 General .

(i) Except as otherwise provided in this Agreement, the timing and amount of all distributions shall be determined by the Manager.

(ii) If any assets of the Company shall be distributed in kind to the Members, such assets shall be valued on the basis of their fair market value at the date of distribution. Unless the Members otherwise agree, the fair market value of the assets to be distributed shall be determined by an independent appraiser who shall be selected by the Members. The gain or loss for each such asset shall be determined as if the asset had been sold at its fair market value, and the gain or loss shall be allocated as provided in Section 5.1 and shall be properly credited or charged to the Capital Accounts of the Members prior to the distribution of the assets.

(iii) All items of Company income, gain, loss and deduction shall be allocated, and all distributions shall be made, to the Persons shown on the records of the Company to have been Members as of the last day of the taxable year for which the allocation or distribution is to be made. Notwithstanding the foregoing, if any Units in the Company shall be transferred during a taxable year, distributions shall be made to the holders of Units on the effective date of the distribution and items of Company income, gain, loss and deduction for such period shall be allocated among the original Members and the successor on a daily, monthly or other basis as determined by the holders of a majority of the Ownership Percentages using any permissible method under Section 706 of the Code and the Treasury Regulations promulgated thereunder.

ARTICLE 6

MANAGER; BOARD OF DIRECTORS

6.1 General Powers . The business and affairs of the Company shall be managed by or under the direction of the Manager of the Company, who shall exercise all such powers of the Company in accordance with this Agreement and do all such lawful acts and things as are not by law or by this Agreement directed or required to be exercised or done by the Members.

6.2 Number; Designation of the Board of Directors . The Manager of the Company shall be a Board of Directors, acting collectively as provided herein, and so acting shall be the “manager” (within the meaning of the Company Act) of the Company. Each individual member of the Board of Directors shall have the benefits and protection accorded “managers” under the Company Act and may execute documents as a “manager” of the Company. Such Board of Directors shall consist of no less than two and no more than seven directors. The Board of Directors of the Company on the Effective Date shall have two members and consists of those individuals named on Exhibit B hereto. Members holding a majority of the Ownership Percentages shall have the power and authority to appoint additional members of the Board of Directors and, upon the resignation or removal of any member of the Board of Directors by act of Members holding a majority of the Ownership Percentages, a substitute member of the Board of Directors.

6.3 Term . The members of the Board of Directors shall be elected at the annual meeting of the Members, except as provided in Section 6.6 of this Article, and each member of the Board of Directors shall hold office for a term of one year, or until his or her

successor shall be duly elected and qualified. No member of the Board of Directors need be a Member.

6.4 Powers of the Manager . Without limiting the scope of the authority granted under Section 6.1, the Manager is authorized on the Company’s behalf to make all decisions as to (a) the sale, loan or other disposition of the Company’s assets; (b) the purchase or other acquisition of other assets of all kinds; (c) the management of all or any part of the Company’s assets; (d) the borrowing of money and the granting of security interests in the Company’s assets; (e) the prepayment, refinancing or extension of any loan affecting the Company’s assets; (f) the compromise or release of any of the Company’s claims or debts; and (g) the employment of persons, firms or corporations or any other agents for the operation and management of the Company’s business. In the exercise of management powers, the Manager may authorize one or more officers of the Company to execute and deliver any and all (i) contracts, conveyances, assignments, leases, sub-leases, licensing agreements, management contracts and maintenance contracts covering or affecting the Company’s assets; (ii) checks, drafts and other orders for the payment of the Company’s funds; (iii) promissory notes, loans, security agreements and other similar documents; and (iv) other instruments of any other kind relating to the Company’s affairs, whether like or unlike the foregoing.

6.5 Compensation . A member of the Board of Directors shall be entitled to such compensation for services performed for the Company in his or her capacity as a member of the Board of Directors, as shall be approved by the Members. Upon substantiation of the amount and purpose thereof, a member of the Board of Directors shall be entitled to reimbursement for expenses reasonably incurred by such member of the Board of Directors in connection with the activities of the Company, as shall be approved by the Members.

6.6 Removal . One or more or all of the members of the Board of Directors may be removed with or without cause at any time by Members holding a majority of Ownership Percentages. Vacancies thus caused, if not filled by the Members, may be filled by a majority of the Board of Directors then in office.

6.7 Regular Meetings . Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board of Directors.

6.8 Special Meetings . Special meetings of the Board of Directors may be called by the President on five (5) days notice to each member of the Board of Directors; special meetings shall be called by the President or Secretary in like manner on the written request of two members of the Board of Directors.

6.9 Quorum; Required Vote; Written Consent . The presence of a majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting; provided , however , that if less than a majority of the members of the Board of Directors are present at such meeting, those present may adjourn the meeting at any time without further notice. Any act of the Manager under this Agreement shall require the affirmative approval of a majority of the members of the Board of Directors acting at a meeting (which may

be held telephonically) at which there is a quorum, or by consent in writing or by electronic transmission in lieu of a meeting, except as otherwise expressly provided by applicable law, by the Certificate of Formation or this Agreement.

6.10 Exculpation . No act or omission of any member of the Board of Directors, or any Member or officer of the Company, shall subject such member of the Board of Directors, Member or officer to any liability to the Company or the Members, unless such Person engaged in fraud, gross negligence, willful misconduct, intentional breach of this Agreement or knowing violation of the criminal law.

ARTICLE 7

OFFICERS

7.1 Enumeration . The officers of the Company shall be a President, one or more Vice Presidents, Treasurer and Secretary and such other officers as the Manager may elect or appoint. An individual may serve in more than one capacity as an officer of the Company. Individuals who serve as officers of the Company may but need not be Members or members of the Board of Directors. The officers shall be delegated such powers and duties prescribed herein or otherwise as the Manager shall from time to time prescribe. The officers of the Company on the Effective Date are set forth on Exhibit C hereto.

7.2 Election, Removal and Resignation . All officers shall be appointed annually by the Manager and each such officer shall hold office until his or her successor has been duly chosen and qualified, or until he shall resign or shall have been removed in the manner provided herein. One or more or all officers of the Company may be removed by the Manager with or without cause. Any officer may resign by delivering his written resignation to the Company at its principal office and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

7.3 Compensation . An officer of the Company shall be entitled to such compensation for services performed for the Company in his or her capacity as an officer, as shall be approved by the Manager. Upon substantiation of the amount and purpose thereof, an officer shall be entitled to reimbursement for expenses reasonably incurred by such officer in connection with the activities of the Company, as shall be approved by the Manager.

7.4 Description of Offices .

(i) The President shall, subject to the direction and under the supervision of the Manager, be the principal executive officer of the Company and shall have general charge of the business and affairs of the Company and shall keep the Manager fully advised. At the direction of the Manager, he shall have power in the name of the Company and on its behalf to execute any instruments in writing. He shall employ and discharge employees and agents of the Company except such as shall hold their offices by appointment of the Manager, but he may delegate these powers to other officers as to employees under their immediate supervision. He

shall have such powers and perform such duties as generally pertain to the office of President, as well as such further powers and duties as may be prescribed by the Manager.

(ii) In the absence of the President or in the event of his 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 by the Manager, 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. The Vice-Presidents shall perform such other duties and have such other powers as the Manager may from time to time prescribe.

(iii) The Secretary shall attend all meetings of the Manager and all meetings of the Members and record all the proceedings of the meetings of the Company and of the Manager in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the Members and special meetings of the Manager, and shall perform such other duties as may be prescribed by the Manager or President, under whose supervision he shall be. He shall have custody of the seal of the Company, if any, and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Manager may give general authority to any other officer to affix the seal of the Company and to attest the affixing by his signature.

(iv) The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Manager (or if there be no such determination, then in the order of their election) shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.

(v) The Treasurer shall have the custody of the Company funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. He shall disburse the funds of the Company as may be ordered by the Manager, taking proper vouchers for such disbursements, and shall render to the President and the Manager, at its regular meetings, or when the Manager so requires, an account of all his transactions as Treasurer and of the financial condition of the Company.

(vi) The Assistant Treasurer, or if there be more than one, the Assistant Treasurer in the order determined by the Manager (or if there be no such determination, then in the order of their election) shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.

ARTICLE 8

MEETINGS OF THE MEMBERS

8.1 Annual Meetings . The general annual meeting of the Members shall take place on the third Wednesday of April in each year, or the first business day thereafter when such a day is a legal holiday, unless otherwise determined by the Manager or Members owning a majority of the Ownership Percentage of the Company.

8.2 Special Meetings . Meetings of the Members for any purpose or purposes may be called by the President and shall be called by the President or Secretary at the request in writing of the Manager, or at the request in writing of Members owning a majority of the Ownership Percentages of the Company. Requests for meetings shall state the purpose or purposes of the proposed meeting. Unless waived by the Members, Business transacted at all such meetings shall be confined to the objects stated in the call.

8.3 Presiding Officer . Meetings of the Members shall be presided over by the President, or if the President is not present, a member of the Board of Directors, or, if no member of the Board of Directors is present, by a chairperson to be chosen at the meeting by Members present in person or by proxy who own at least the majority of Ownership Percentages represented at the meeting.

8.4 Quorum . The holders of a majority of Ownership Percentages entitled to vote, present in person or by proxy shall be necessary to and shall constitute a quorum for the transaction of business at all meetings of the Members, except as otherwise required by this Agreement, the Certificate of Formation or the Company Act.

8.5 Voting . Except as otherwise provided in this Agreement, the Members shall be entitled to vote in person or by proxy (which shall be in writing or provided by electronic transmission subscribed by such Member or by his or her duly authorized attorney and delivered to the Secretary at or before the meeting) at every meeting of the Members in proportion to their respective Ownership Percentages. When a quorum is present at any meeting, the affirmative vote of Members holding a majority of Ownership Percentages voted on any question brought before such meeting shall decide such question, unless the question is one upon which by express provision of the Company Act or this Agreement a different vote is required, in which case such express provision shall govern and control the decision of such question.

8.6 Action by Written Consent . Whenever the vote of the Members at a meeting thereof is required or permitted to be taken for or in connection with any action, by any provisions of the Company Act or this Agreement, the meeting and vote of Members may be dispensed with if not less than the number of Members which would have constituted a quorum, if such meeting were held, shall consent in writing or by electronic transmission to such action being taken; provided , however that the consent shall be provided by Members 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 Members entitled to vote thereon were present and voted, and provided ,

however that prompt notice must be given to all Members of the taking of action without a meeting and by less than unanimous written consent.

8.7 Notice of Meetings of Members . Unless otherwise required by law or this Agreement or waived by the Members, notice of the annual meeting of Members, stating the place, date, hour and purpose thereof, shall be given to each Member not less than ten (10) days before the date fixed for the meeting. Unless otherwise required by law or this Agreement or waived by the Members, notice of any special meeting of Members, stating the place, date, hour and purpose thereof, shall be given to each Member not less than five (5) days before the date fixed for the meeting.

ARTICLE 9

RECORDS; FINANCIAL REPORTS

9.1 Records . The Manager shall cause the Company to keep at its principal place of business the following:

(i) a current list of the full name and the last known street address of each Member;

(ii) a copy of the Certificate of Formation and all amendments thereto;

(iii) a copy of this Agreement and all amendments hereto; and

(iv) copies of all actions taken at a meeting or by written consent of the Manager and the Members with respect to which records are required to be maintained by the Company pursuant to the other provisions of this Agreement.

9.2 Accounting Policies . The books and records of the Company shall be kept on such method of accounting as the Manager shall select. The financial statements of the Company shall be prepared in accordance with generally accepted accounting principles consistently applied, and shall be appropriate and adequate for the Company’s business and for carrying out all provisions of this Agreement.

9.3 Members’ Audit and Inspection Rights . Each Member shall have the right to examine and audit the accounts and financial records of the Company and to inspect and make copies of all books, records, documents and materials as such Member may deem appropriate during regular business hours at its sole cost and expense. The parties agree to take appropriate corrective action with respect to any errors so discovered.

ARTICLE 10

DISSOLUTION; LIQUIDATION; WINDING UP AND TERMINATION

10.1 Dissolution . The Company shall be dissolved upon the happening of any of the events set forth in Section 18-801 of the Company Act. Upon dissolution of the Company, the Manager or a liquidating trustee, if one is appointed, shall wind up the affairs of the Company and, in their, his or its sole and absolute discretion, liquidate the assets of the Company. The Manager or such liquidating trustee shall, in their, his or its absolute discretion, determine the time, manner and terms of any sale or other disposition of the Company’s investments, properties and assets for the purpose of obtaining, in their, his or its opinion, fair value for such assets.

10.2 Application of Proceeds . The proceeds from liquidation shall be applied in the following order:

(i) First, to third party creditors, in the order or priority as provided by the Company Act;

(ii) Second, to a reserve account in such amount as the Manager or liquidating trustee deems reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company. Such reserve account may be paid to a bank, to be held in escrow for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the Manager or liquidating trustee may deem advisable, the amount in such reserve account shall be distributed to the Members in the manner set forth in the balance of this Section 10.2; and

(iii) Third, after taking into account the allocations of items of Company income, gain, loss or deduction pursuant to Section 5.1, if any, and distributions of cash or property pursuant to Section 5.2, if any, to the Members, in accordance with the balances of their respective Capital Accounts.

10.3 Certificate of Cancellation . When the Manager or liquidating trustee has complied with the foregoing liquidation plan, the Manager or the liquidating trustee shall execute and cause to be filed an appropriate Certificate of Cancellation under the Company Act.

ARTICLE 11

NOTICES

11.1 Method of Giving Notice . All notices, requests, demands, and other communications under this Agreement shall be in writing or provided by electronic transmission and shall be deemed to have been duly given to a party (i) on the date of receipt if delivered personally or delivered by electronic transmission, (ii) on the fifth day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, or (iii) on the weekday when delivery is guaranteed if sent by overnight delivery by

Federal Express or other nationally recognized air courier, expenses prepaid, in each case to the address of such party set forth on Exhibit A or Exhibit B hereto or otherwise maintained in the records of the Company.

ARTICLE 12

INDEMNIFICATION

12.1 Definitions . For purposes of this Article 12:

“Indemnified Party” includes (i) a person serving as a member of the Board of Directors or an officer of the Company or in a similar executive capacity appointed by the Manager and exercising rights and duties delegated by the Manager, (ii) a person serving at the request of the Company as a director, manager, officer, or employee and (iii) any person who formerly served in any of the foregoing capacities;

“expenses” means all expenses, including attorneys’ fees and disbursements, actually and reasonably incurred in defense of a proceeding or in seeking indemnification under this Article, and except for proceedings by or in the right of the Company or alleging that an Indemnified Party received an improper personal benefit, any judgments, awards, fines, penalties and reasonable amounts paid in settlement of a proceeding; and

“proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and any claim which could be the subject of a proceeding.

12.2 Right to Indemnification . Except as limited by law and subject to the provisions of this Article, the Company shall indemnify each Indemnified Party against all expenses incurred by them in connection with any proceeding in which an Indemnified Party is involved as a result of serving in such capacity, except that no indemnification shall be provided for an Indemnified Party regarding any matter as to which it shall be finally determined that such Indemnified Party did not act in good faith and in the reasonable belief that its action was in the best interests of the Company. Subject to the foregoing limitations, such indemnification may be provided by the Company with respect to a proceeding in which it is claimed that an Indemnified Party received an improper personal benefit by reason of its position, regardless of whether the claim arises out of an Indemnified Party’s service in such capacity, except for matters as to which it is finally determined that an improper personal benefit was received by an Indemnified Party.

12.3 Award of Indemnification . The determination of whether the Company is authorized to indemnify an Indemnified Party hereunder and any award of indemnification shall be made in each instance (a) by a majority of the members of the Board of Directors who are not parties to the proceeding in question, (b) by independent legal counsel appointed by an Indemnified Party or the Members or (c) by the holders of a majority of the Ownership Percentages of the Members who are not parties to the proceeding in question. If indemnification is denied, the applicant may seek an independent determination of its right to indemnification by

a court having jurisdiction, and in such event, the Company shall have the burden of proving that the applicant was not eligible for indemnification under this Article. Notwithstanding the foregoing, in the case of a proceeding by or in the right of the Company in which an Indemnified Party is adjudged liable to the Company, indemnification hereunder shall be provided to such Indemnified Party only upon a determination by a court having jurisdiction that in view of all the circumstances of the case, such Indemnified Party is fairly and reasonably entitled to indemnification for such expenses as the court shall deem proper.

12.4 Successful Defense . Notwithstanding any contrary provisions of this Article, if an Indemnified Party has been successful on the merits in the defense of any proceeding in which it was involved by reason of its position as an Indemnified Party or as a result of serving in such capacity (including termination of investigative or other proceedings without a finding of fault on the part of the Indemnified Party), the Indemnified Party shall be indemnified by the Company against all expenses incurred by the Indemnified Party in connection therewith.

12.5 Advance Payments . Except as limited by law, expenses incurred by an Indemnified Party in defending any proceeding, including a proceeding by or in the right of the Company, shall be paid by the Company to the Indemnified Party in advance of final disposition of the proceeding upon receipt of its written undertaking to repay such amount if the Indemnified Party is determined pursuant to this Article or adjudicated to be ineligible for indemnification, which undertaking shall be an unlimited general obligation but need not be secured and may be accepted without regard to the financial ability of the Indemnified Party to make repayment; provided , however , that no such advance payment of expenses shall be made if it is determined pursuant to Section 12.3 of this Article on the basis of the circumstances known at the time (without further investigation) that the Indemnified Party is ineligible for indemnification.

12.6 Insurance . The Company shall have power to purchase and maintain insurance on behalf of any Indemnified Party against any liability or cost incurred by such person in any such capacity or arising out of its status as such, whether or not the Company would have power to indemnify against such liability or cost.

12.7 Heirs and Personal Representatives . The indemnification provided by this Article shall inure to the benefit of the heirs and personal representatives of each Indemnified Party.

12.8 Non-Exclusivity . The provisions of this Article shall not be construed to limit the power of the Company to indemnify its Managers, Members, officers, directors, employees or agents to the full extent permitted by law or to enter into specific agreements, commitments or arrangements for indemnification permitted by law. The absence of any express provision for indemnification herein shall not limit any right of indemnification existing independently of this Article.

12.9 Amendment . The provisions of this Article may be amended or repealed in accordance with Section 13.3; provided , however , no amendment or repeal of such provisions that adversely affects the rights of an Indemnified Party under this Article with respect to its acts

or omissions at any time prior to such amendment or repeal shall apply to such an Indemnified Party without its written consent.

12.10 Limitation . The indemnification to be provided by the Company hereunder shall be paid only from the assets of the Company, and no Member shall have any personal obligation, or any obligation to make any Capital Contribution, with respect thereto.

ARTICLE 13

GENERAL

13.1 Applicable Law . THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO SUCH JURISDICTION’S CONFLICT OF LAWS PROVISIONS).

13.2 Headings; Construction . The headings used in this Agreement are for convenience only and do not constitute substantive matters and shall not be considered in construing this Agreement.

13.3 Amendments and Waivers . This Agreement may be amended (including a termination or extension) at any regular meeting of the Members or at any special meeting of the Members at which a quorum is present or represented, provided notice of the proposed amendment be contained in the notice of the proposed amendment, by the affirmative vote of the holders of a majority of the Ownership Percentages entitled to vote at such meeting and present or represented thereat. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

[T HE R EMAINDER OF T HIS P AGE I NTENTIONALLY L EFT B LANK ]

IN WITNESS WHEREOF, in order to evidence the adoption of the foregoing as the Limited Liability Company Operating Agreement of the Company, the undersigned has executed this Agreement as of the date first written above.

LOEWS PIPELINE HOLDING CORP. as sole Member

By:		/s/ Peter Keegan
		Name: Peter Keegan Title: Senior Vice President and Chief Financial Officer

[TGT Pipeline, LLC Operating Agreement]

EXHIBIT A

Members

Name and Address

Units

Ownership Percentage

Loews Pipeline Holding Corp.

3800 Frederica Street

Owensboro, Kentucky 42304

1,000

100

EXHIBIT B

Board of Directors

Name

Peter Keegan

Gary Garson

EXHIBIT C

Officers

James S. Tisch		President
Peter W. Keegan		Sr. VP and CFO
Gary W. Garson		Sr. VP and Secretary
Arthur L. Rebell		Sr. VP
Susan Becker		Vice President
John J. Kenny		Treasurer
Guy Kwan		Controller and CAO
Glenn P. Zarin		Asst. Secretary

Exhibit 3.5

TEXAS GAS TRANSMISSION, LLC.

$250,000,000

4.600% NOTES DUE 2015

INDENTURE

Dated as of May 28, 2003

THE BANK OF NEW YORK,

as Trustee

TABLE OF CONTENTS

		Page

ARTICLE ONE	DEFINITIONS AND INCORPORATION BY REFERENCE	1

Section 1.1.	Definitions	1

Section 1.2.	Other Definitions	8

Section 1.3.	Incorporation by Reference of Trust Indenture Act	8

Section 1.4.	Rules of Construction	8

ARTICLE TWO	THE NOTES	9

Section 2.1.	Form and Dating	9

Section 2.2.	Execution and Authentication	10

Section 2.3.	Registrar and Paying Agent	10

Section 2.4.	Paying Agent to Hold Money in Trust	10

Section 2.5.	Holder Lists	11

Section 2.6.	Transfer and Exchange	11

Section 2.7.	Replacement Notes	21

Section 2.8.	Outstanding Notes	22

Section 2.9.	Treasury Notes	22

Section 2.10.	Temporary Notes	22

Section 2.11.	Cancellation	22

Section 2.12.	Defaulted Interest.	23

Section 2.13.	CUSIP or ISIN Numbers	23

Section 2.14.	Additional Interest.	23

Section 2.15.	Issuance of Additional Notes.	23

Section 2.16.	Record Date.	24

ARTICLE THREE	COVENANTS OF THE ISSUER	24

Section 3.1.	Payment of Principal and Interest	24

Section 3.2.	Appointment to Fill a Vacancy in Office of Trustee.	24

Section 3.3.	Written Statement to Trustee.	24

Section 3.4.	Limitations upon Liens	24

Section 3.5.	Limitation on Sale and Leaseback Transactions	27

Section 3.6.	Luxembourg Publications	27

Section 3.7.	Holders Lists	28

Section 3.8.	Reports by the Issuer	28

Section 3.9.	Reports by the Trustee	28

ARTICLE FOUR	DEFAULTS AND REMEDIES	28

Section 4.1.	Event of Default Defined; Acceleration of Maturity; Waiver of Default	28

Section 4.2.	Collection of Indebtedness by Trustee; Trustee May Prove Debt	30

TABLE OF CONTENTS

(continued)

		Page

Section 4.3.	Application of Proceeds	31

Section 4.4.	Suits for Enforcement	32

Section 4.5.	Restoration of Rights on Abandonment of Proceedings	32

Section 4.6.	Limitations on Suits by Holders	32

Section 4.7.	Unconditional Right of Holders to Institute Certain Suits	33

Section 4.8.	Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default	33

Section 4.9.	Control by Holders of Notes	33

Section 4.10.	Waiver of Past Defaults	34

Section 4.11.	Trustee to Give Notice of Default, But May Withhold in Certain Circumstances	34

Section 4.12.	Right of Court to Require Filing of Undertaking to Pay Costs	34

ARTICLE FIVE	CONCERNING THE TRUSTEE	35

Section 5.1.	Duties and Responsibilities of the Trustee; During Default; Prior to Default	35

Section 5.2.	Certain Rights of Trustee	36

Section 5.3.	Trustee Not Responsible for Recitals, Disposition of Notes or Applications of Proceeds Thereof	37

Section 5.4.	Trustee and Agents May Hold Notes or Coupons; Collections, etc.	37

Section 5.5.	Moneys Held by Trustee	37

Section 5.6.	Compensation and Indemnification of Trustee and Its Prior Claim	37

Section 5.7.	Right of Trustee to Rely on Officers’ Certificate	38

Section 5.8.	Persons Eligible for Appointment as Trustee	38

Section 5.9.	Resignation and Removal; Appointment of Successor Trustee	38

Section 5.10.	Acceptance and Appointment of Successor Trustee	39

Section 5.11.	Merger, Conversion, Consolidation or Succession to Business of Trustee	40

Section 5.12.	Appointment of Authenticating Agent	40

ARTICLE SIX	CONCERNING THE HOLDERS	41

Section 6.1.	Evidence of Action Taken by Holders	41

Section 6.2.	Proof of Execution of Instruments and of Holding of Notes	41

Section 6.3.	Holders to be Treated as Owners	42

Section 6.4.	Notes Owned by Issuer Deemed Not Outstanding	42

Section 6.5.	Right of Revocation of Action Taken	42

ARTICLE SEVEN	CONSOLIDATION, MERGER, SALE OR CONVEYANCE	43

Section 7.1.	Supplemental Indentures Without Consent of Holders	43

TABLE OF CONTENTS

(continued)

		Page

Section 7.2.	Supplemental Indentures With Consent of Holders	44

Section 7.3.	Effect of Supplemental Indenture	45

Section 7.4.	Documents to Be Given to Trustee	45

Section 7.5.	Notation on Notes in Respect of Supplemental Indentures	45

ARTICLE EIGHT	SUCCESSORS	45

Section 8.1.	Merger, Consolidation or Sale of Assets of the Issuer	45

Section 8.2.	Successor Person Substituted	46

ARTICLE NINE	SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS	46

Section 9.1.	Satisfaction and Discharge of Indenture	46

Section 9.2.	Application by Trustee of Funds Deposited for Payment of Notes	49

Section 9.3.	Repayment of Moneys Held by Paying Agent	49

Section 9.4.	Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years	49

Section 9.5.	Indemnity for U.S. Government Obligations	50

Section 9.6.	Excess Funds	50

ARTICLE TEN	MISCELLANEOUS PROVISIONS	50

Section 10.1.	Incorporators, Stockholders, Officers and Directors of Issuer Exempt from Individual Liability	50

Section 10.2.	Provisions of Indenture for the Sole Benefit of Parties and Holders of Notes and Coupons	50

Section 10.3.	Successors and Assigns of Issuer Bound by Indenture	50

Section 10.4.	Notices and Demands on Issuer, Trustee and Holders of Notes and Coupons	50

Section 10.5.	Officers’ Certificates and Opinions of Counsel; Statements to Be Contained Therein	51

Section 10.6.	Payments Due on Saturdays, Sundays and Holidays	52

Section 10.7.	Conflict of Any Provision of Indenture with Trust Indenture Act of 1939	52

Section 10.8.	New York Law to Govern	52

Section 10.9.	Counterparts	52

Section 10.10.	Effect of Headings	52

Section 10.11.	Notes in a Foreign Currency or in ECU	52

Section 10.12.	Judgment Currency	53

Section 10.13.	Qualification of this Indenture.	53

ARTICLE ELEVEN	REDEMPTION AND PREPAYMENT	54

Section 11.1.	Notices to Trustee	54

iii

TABLE OF CONTENTS

(continued)

		Page

Section 11.2.	Selection of Notes to Be Redeemed	54

Section 11.3.	Notice of Redemption	54

Section 11.4.	Effect of Notice of Redemption	55

Section 11.5.	Deposit of Redemption Price	55

Section 11.6.	Notes Redeemed in Part	55

Section 11.7.	Optional Redemption.	55

Section 11.8.	Mandatory Redemption	56

This INDENTURE, dated as of May 28, 2003, is entered into between Texas Gas Transmission, LLC, a Delaware limited liability company (the “ Issuer ”) and The Bank of New York, a New York banking corporation, as Trustee (the “ Trustee ”).

The Issuer and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the 4.600% Notes due 2015 (the “ Notes ”):

ARTICLE ONE

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1. Definitions.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

“ 144A Global Note ” means a Global Note in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with and registered in the name of the Depositary or its nominee that shall be issued in a denomination equal to the Outstanding principal amount of the Notes sold for initial resale in reliance on Rule 144A.

“ Additional Interest ” has the meaning set forth in any Registration Rights Agreement and relating to amounts to be paid in the event the Issuer fails to satisfy certain conditions set forth therein. For all purposes of this Indenture, the term “interest” shall include Additional Interest, if any, with respect to the Notes.

“ Additional Notes ” means any Notes (other than Initial Notes and Exchange Notes and Notes issued under Sections 2. 6, 2.7, 2.10 and 3.6 hereof) issued under this Indenture in accordance with Sections 2.2, 2.15 and 4.9 hereof, as part of the same series as the Initial Notes or as an additional series.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with the specified Person. For purposes of this definition, “control,” including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with,” as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the Person, whether through the ownership of voting securities, by agreement or otherwise.

“ Agent ” means any Registrar, co-registrar, Paying Agent or additional paying agent.

“ Applicable Procedures ” means, with respect to any transfer, redemption or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer, redemption or exchange.

“ Authenticating Agent” shall have the meaning set forth in Section 5.12.

“ Authorized Newspaper ” means a newspaper (which, in the case of The City of New York, will, if practicable, be The Wall Street Journal (Eastern Edition), in the case of the United Kingdom, will, if practicable, be the Financial Times (London Edition) and, in the case of Luxembourg, will, if practicable, be the Luxemburger Wort) published in an official language of the country of publication and customarily published at least once a day for at least five days in each calendar week and of general circulation in The City of New York, the United Kingdom or in Luxembourg, as applicable. If it shall be impractical in the opinion of the Trustee to make any publication of

any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu thereof which is made or given with the approval of the Trustee shall constitute a sufficient publication of such notice.

“ Bankruptcy Law ” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors, or the law of any other jurisdiction relating to bankruptcy, insolvency, winding up, liquidation, reorganization or relief of debtors.

“ Board of Directors ” means either the Board of Directors of the Issuer or any committee of such Board duly authorized to act on its behalf.

“ Board Resolution” means a copy of one or more resolutions, certified by the secretary or an assistant secretary of the Issuer to have been duly adopted or consented to by the Board of Directors and to be in full force and effect, and delivered to the Trustee.

“ Business Day ” means, with respect to any Note, a day that in the city (or in any of the cities, if more than one) in which amounts are payable, as specified in the form of such Note, is not a day on which banking institutions are authorized or required by law or regulation to close.

“Capital Lease Obligation” means, at the time any determination of the obligation is to be made, the amount of the liability in respect of a capital lease that would at the time be so required to be capitalized on the balance sheet in accordance with GAAP.

“ Clearstream ” means Clearstream Banking S.A. and any successor thereto.

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended.

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

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

“ Comparable Treasury Price ” means, with respect to any redemption date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Notes” or (ii) if such release (or any successor release) is not published or does not contain such prices on such business day, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Issuer obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations. “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Issuer, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Issuer by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date.

“ Consolidated Funded Indebtedness ” means the aggregate of all Outstanding Funded Indebtedness of the Issuer and its consolidated Subsidiaries, determined on a consolidated basis in accordance with generally accepted accounting principles.

“ Corporate Trust Office of the Trustee ” means the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular time, be principally administered, which office is, at the date as of which this Indenture is dated, located at 101 Barclay Street, Floor 8W, NY, NY 10286, Attn: Corporate Trust Administration.

“ Coupon ” means any interest coupon appertaining to a Note.

“ Custodian ” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.3(c) hereof as Custodian with respect to the Notes, and any and all successors thereto appointed as custodian hereunder and having become such pursuant to the applicable provisions of this Indenture.

“ Default ” means with respect to the Notes, any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default with respect to the Notes.

“ Definitive Note ” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.6 or 2.10 hereof, in substantially the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“ Depositary ” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.3(b) hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provisions of this Indenture.

“ Distribution Compliance Period ” means the 40-day distribution compliance period as defined in Regulation S.

“ Dollar ” means the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

“ Euroclear ” means Euroclear Bank, S.A./N.V., as operator of the Euroclear systems, and any successor thereto.

“ ECU ” means the European Currency Unit as defined and revised from time to time by the Council of European Communities.

“ Event of Default ” means any event or condition specified as such in Section 4.1. “Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including any successor legislation and rules and regulations.

“ Exchange Notes ” means Notes registered under the Securities Act to be exchanged for Notes not so registered, pursuant to and as set forth in a Registration Rights Agreement relating to such an exchange.

“ Exchange Offer ” has the meaning set forth in a Registration Rights Agreement relating to an exchange of Notes registered under the Securities Act for Notes not so registered.

“ Exchange Offer Registration Statement ” has the meaning set forth in a Registration Rights Agreement.

“GAAP” means generally accepted accounting principles 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 other statements by another entity as have been approved by a significant segment of the accounting profession, as in effect from time to time; provided, however, that any change in GAAP that would cause the Issuer to record an existing item as a liability upon its balance sheet, which item was not previously required by GAAP to be so recorded, shall not constitute an incurrence of Indebtedness for purposes hereof.

“ Global Note Legend ” means the legend set forth in Section 2.6(g)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“ Global Notes ” means the global Notes in the form of Exhibit A hereto issued in accordance with Article 2 hereof.

“Government Notes” means direct obligations of, or obligations guaranteed by, the United States of America for the payment of which obligations or guarantee the full faith and credit of the United States of America is pledged.

“ Holder ” means, in general, a Person in whose name the Notes are registered, or, if not registered, the bearer thereof.

“Indebtedness” means indebtedness which is for money borrowed from others.

“ Indenture ” means this instrument as originally executed and delivered or, if amended or supplemented as herein provided, as so amended or supplemented or both, and shall include the forms and terms of particular series of Notes established as contemplated hereunder.

“ Indirect Participant ” means a Person who holds a beneficial interest in a Global Note through a Participant.

“ Initial Notes ” means $250.0 million aggregate principal amount of Notes issued under this Indenture on the date hereof.

“Interest Payment Dates” shall have the meaning set forth in paragraph 1 of each Note.

“ Issue Date ” means May 28, 2003.

“Issue Order” means a written statement, request or order of the Issuer signed in its name by the Chairman of the Board, the President or Vice President, a Secretary or a Treasurer of the Company.

“ Judgment Currency ” shall have the meaning set forth in Section 10.12.

“ Lien ” means, with respect to any asset, or income or profits therefrom, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of the asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature of a conditional sale or title retention agreement, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“ Letter of Transmittal ” means the letter of transmittal, or its electronic equivalent in accordance with the Applicable Procedures, to be prepared by the Issuer and sent to all Holders of the Initial Notes or any Additional Notes for use by such Holders in connection with an Exchange Offer.

“ Market Exchange Rate ” shall have the meaning set forth in Section 10.11.

“ New York Banking Day ” shall have the meaning set forth in Section 10.12.

“ Obligations ” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“ Officer ” means the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Secretary or any Vice President of the Issuer.

“ Officers’ Certificate ” means a certificate signed by the Chairman of the Board, the President or a Vice President, and by the Controller, Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee. Each such certificate shall comply with § 314 of the Trust Indenture Act of 1939 and include the statements provided for in Section 10.5, if applicable.

“ Opinion of Counsel ” means an opinion in writing signed by legal counsel who may be an employee of or counsel to the Issuer and who shall be satisfactory to the Trustee. Each such opinion shall comply with § 314 of the Trust Indenture Act of 1939 and include the statements provided for in Section 10.5, if applicable.

“ Original Issue Discount Note ” means any Note that 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 4.1.

“ Outstanding ” when used with reference to Notes, shall, subject to the provisions of Section 6.4, mean, as of any particular time, all Notes authenticated and delivered by the Trustee under this Indenture, except

(a) Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(b) Notes, or portions thereof, for the payment or redemption of which moneys or U.S. Government Obligations (as provided for in Section 9.1) in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Issuer) or shall have been set aside, segregated and held in trust by the Issuer for the Holders of such Notes (if the Issuer shall act as its own paying agent), provided that if such Notes, or portions thereof, are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as herein provided, or provision satisfactory to the Trustee shall have been made for giving such notice; and

(c) Notes which shall have been paid or in substitution for which other Notes shall have been authenticated and delivered pursuant to the terms of Section 2.7 (except with respect to any such Note as to which proof satisfactory to the Trustee is presented that such Note is held by a Person in whose hands such Note is a legal, valid and binding obligation of the Issuer).

In determining whether the Holders of the requisite principal amount of Outstanding Notes of any or all series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of an Original Issue Discount Note that shall be deemed to be Outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 4.1.

“ Participant ” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively, and, with respect to DTC, shall include Euroclear and Clearstream.

“ Person ” means any individual, corporation, partnership, joint venture, association, company (including any limited liability company), trust, unincorporated organization, or government or any agency or political subdivision thereof.

“ Predecessor Note ” of any particular Note means every previous Note evidencing all or a portion of the same Indebtedness as that evidenced by such particular Note; and any Note authenticated and delivered under Section 2.07 in lieu of a lost, destroyed or stolen Note shall be deemed to evidence the same Indebtedness as the lost, destroyed or stolen Note.

“ Principal Property ” means any natural gas pipeline, gathering property, or natural gas processing plant located in the United States, except any such property that in the opinion of the Board of Directors of the Issuer is not of material importance to the total business conducted by the Issuer and its consolidated Subsidiaries; provided that “Principal Property” shall not include production and proceeds from production from gas processing plants or oil or natural gas or petroleum products in any pipeline or storage field.

“ Private Placement Legend ” means the legend set forth in Section 2.6(g)(i) hereof to be placed on all Notes issued under this Indenture except as otherwise permitted by the provisions of this Indenture.

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

“Reference Treasury Dealer” means each of Lehman Brothers Inc. and Citigroup Global Markets Inc. and their respective successors and, at the option of the Issuer, additional Primary Treasury Dealers; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer shall substitute therefor another Primary Treasury Dealer.

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

“ Registration Rights Agreement ” means the Registration Rights Agreement, dated as of the Issue Date, among the Issuer and the initial purchasers named therein, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration rights agreements between the Issuer and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Issuer to the purchasers of Additional Notes to register such Additional Notes, or exchange such Additional Notes for registered Notes, under the Securities Act.

“ Regular Record Date ” for the interest payable on any Interest Payment Date means the applicable date specified as a “Record Date” on the face of the Note.

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

“ Regulation S Global Note ” means a Global Note in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with and registered in the name of the Depositary or its nominee that shall be issued in a denomination equal to the Outstanding principal amount of the Notes sold for initial resale in reliance on Rule 904.

“ Responsible Officer ,” when used with respect to the Trustee, means any officer within the Corporate Trust Department of the Trustee (or any successor group of the Trustee) with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject.

“ Restricted Definitive Note ” means one or more Definitive Notes bearing the Private Placement Legend.

“ Restricted Global Notes ” means 144A Global Notes, and Regulation S Global Notes.

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

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

“ Rule 903 ” means Rule 903 promulgated under the Securities Act.

“ Rule 904 ” means Rule 904 promulgated under the Securities Act.

“ Securities Act ” means the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder, including any successor legislation and rules and regulations.

“ Shelf Registration Statement ” has the meaning set forth in any Registration Rights Agreement relating to registering Notes under the Securities Act.

“ Stated Maturity ” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” means, in respect of any Person, any corporation, company (including any limited liability company), association, partnership, joint venture or other business entity of which at least a majority of the total voting power is at the time owned or controlled, directly or indirectly, by: (a) such Person; (b) such Person and one or more Subsidiaries of such Person, or (c) one or more Subsidiaries of such Person.

“ Tax ” means any tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and any other liabilities related thereto).

“ Trust Indenture Act of 1939 ” means the U.S. Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder, including any successor legislation and rules and regulations.

“ Treasury Rate ” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent Yield to Maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

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

“ Unrestricted Definitive Notes ” means one or more Definitive Notes that do not and are not required to bear the Private Placement Legend.

“ Unrestricted Global Notes ” means one or more Global Notes that do not and are not required to bear the Private Placement Legend and are deposited with and registered in the name of the Depositary or its nominee.

“ U.S. Government Obligations ” shall have the meaning set forth in Section 9.1(A).

“ Yield to Maturity ” means the yield to maturity on a series of Notes, calculated at the time of issuance of such series, or, if applicable, at the most recent redetermination of interest on such series, and calculated in accordance with accepted financial practice.

Section 1.2. Other Definitions.

Term		Defined in Section
“Authentication Order”		2.2(d)
“Issuer”		Preamble
“covenant defeasance”		9.1
“DTC”		2.3(b)
“Event of Default”		4.1
“Notes”		Preamble
“Paying Agent”		2.3(a)
“Registrar”		2.3(a)
“Security Register”		11.3

Section 1.3. Incorporation by Reference of Trust Indenture Act.

(a) Whenever this Indenture refers to a provision of the Trust Indenture Act of 1939, the provision is incorporated by reference in and made a part of this Indenture.

(b) The following Trust Indenture Act of 1939 terms used in this Indenture have the following meanings:

“indenture securities” means the Notes;

“ indenture security holder ” means a Holder of a Note;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes means the Issuer and any successor obligor upon the Notes.

(c) All other terms used in this Indenture that are defined by the Trust Indenture Act of 1939, defined by Trust Indenture Act of 1939 reference to another statute or defined by Commission rule under the Trust Indenture Act of 1939 and not otherwise defined herein have the meanings so assigned to them either in the Trust Indenture Act of 1939, by another statute or Commission rule, as applicable.

Section 1.4. Rules of Construction.

(a) Unless the context otherwise requires:

(i) a term has the meaning assigned to it;

(ii) an accounting term not otherwise defined herein has the meaning assigned to it in accordance with GAAP;

(iii) “or” is not exclusive;

(iv) words in the singular include the plural, and in the plural include the singular;

(v) all references in this instrument to “Articles,” “Sections” and other subdivisions are to the designated Articles, Sections and subdivisions of this instrument as originally executed;

(vi) 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.

(vii) “including” means “including without limitation;”

(viii) provisions apply to successive events and transactions; and

(ix) references to sections of or rules under the Securities Act, the Exchange Act or the Trust Indenture Act of 1939 shall be deemed to include substitute, replacement or successor sections or rules adopted by the Commission from time to time thereunder.

ARTICLE TWO

THE NOTES

Section 2.1. Form and Dating.

(a) General . The Notes and the Trustee’s certificate of authentication shall be substantially in the form included in Exhibit A hereto, which is hereby incorporated in and expressly made part of this Indenture. The Notes may have notations, legends or endorsements required by law, exchange rule or usage in addition to those set forth on Exhibit A. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof. The terms and provisions contained in the Notes shall constitute a part of this Indenture, and the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. To the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(b) Form of Notes . Notes shall be issued initially in global form and shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.6 hereof.

(c) Book-Entry Provisions . This Section 2.1(c) shall apply only to Global Notes deposited with the Trustee, as custodian for the Depositary. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants or Indirect Participants, the Applicable Procedures or the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note.

(d) Euroclear and Clearstream Procedures Applicable . The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General

Terms and Conditions of Clearstream” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in Global Notes that are held by Participants through Euroclear or Clearstream.

Section 2.2. Execution and Authentication.

(a) One Officer shall execute the Notes on behalf of the Issuer by manual or facsimile signature.

(b) If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated by the Trustee, the Note shall nevertheless be valid.

(c) A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee’s certificate of authentication to be borne by the Note shall be substantially as set forth in Exhibit A hereto.

(d) The Trustee shall, upon a written order of the Issuer signed by an Officer (an “ Authentication Order ”), authenticate Notes for original issue.

Section 2.3. Registrar and Paying Agent.

(a) The Issuer shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“ Registrar ”) and an office or agency where Notes may be presented for payment (“ Paying Agent ”). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may enter into an appropriate agency agreement with any Agent not party to this Indenture, which may incorporate the provisions of the Trust Indenture Act of 1939. Such Agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer may change any Paying Agent or Registrar without notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation in accordance with Section 5.6 hereof. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar.

(b) The Issuer initially appoints The Depository Trust Company (“ DTC ”) to act as Depositary with respect to the Global Notes.

(c) The Issuer initially appoints the Trustee to act as Registrar and Paying Agent, agent for service of notices and demands in connection with the Global Note and to act as Custodian with respect to the Global Notes, and the Trustee hereby agrees so to initially act.

Section 2.4. Paying Agent to Hold Money in Trust.

The Issuer shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any Default by the Issuer in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all funds held by it relating to the Notes to the Trustee. The Issuer at any time may require a Paying Agent to pay all funds held by it relating to the Notes to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer) shall have no further liability for such funds. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all funds held by it as Paying Agent. Upon any Event of Default under Sections 4.1(d) and (e) hereof relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes.

Section 2.5. Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with Trust Indenture Act of 1939 §312(a). If the Trustee is not the Registrar, the Issuer shall furnish or cause to be furnished to the Trustee at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date or such shorter time as the Trustee may allow, as the Trustee may reasonably require of the names and addresses of the Holders and the Issuer shall otherwise comply with Trust Indenture Act of 1939 §312(a).

Section 2.6. Transfer and Exchange.

(a) Transfer and Exchange of Global Notes . A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Issuer shall exchange Global Notes for Definitive Notes if: (1) the Issuer delivers to the Trustee a notice from the Depositary that the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or that it has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days after the date of such notice from the Depositary; (2) the Issuer at its option determines that the Global Notes shall be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) a Default or Event of Default shall have occurred and be continuing. Upon the occurrence of any of the preceding events in clauses (1), (2) or (3) above, Definitive Notes shall be issued in denominations of $1,000 or integral multiples thereof and in such names as the Depositary shall instruct the Trustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.7 and 2.10 hereof. Except as provided above, every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.6 or Section 2.7 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.6(a), and beneficial interests in a Global Note may not be transferred and exchanged other than as provided in Section 2.6(b), (c) or (f) hereof.

(b) Transfer and Exchange of Beneficial Interests in the Global Notes . The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in Global Notes also shall require compliance with either clause (i) or (ii) below, as applicable, as well as one or more of the other following clauses, as applicable:

(i) Transfer of Beneficial Interests in the Same Global Note . Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend and any Applicable Procedures; provided , however , that prior to the expiration of the Distribution Compliance Period, transfers of beneficial interests in a Regulation S Global Note may not be made to or for the account or benefit of a “U.S. Person” (as defined in Rule 902(k) of Regulation S) (other than a “distributor” (as defined in Rule 902(d) of Regulation S)). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. Except as may be required by any Applicable Procedures, no written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.6(b)(i).

(ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes . In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.6(b)(i) above, the transferor of such beneficial interest must deliver to the Registrar either (A)(1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to

be credited with such increase or (B) if permitted under Section 2.6(a) hereof, (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (B)(1) above. Upon consummation of an Exchange Offer by the Issuer in accordance with Section 2.6(f) hereof, the requirements of this Section 2.6(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.6(h) hereof.

(iii) Transfer of Beneficial Interests in a Restricted Global Note to Another Restricted Global Note . A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.6(b)(ii) above and the Registrar receives the following:

(A) if the transferee shall take delivery in the form of a beneficial interest in a 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof or, if permitted by Applicable Procedures, item (3) thereof; and

(B) if the transferee shall take delivery in the form of a beneficial interest in a Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note . A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the exchange or transfer complies with the requirements of Section 2.6(b)(ii) above and:

(A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with a Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications in the applicable Letter of Transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by such Registration Rights Agreement;

(B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement;

(C) such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this clause (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to clause (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall execute and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to clause (B) or (D) above.

(v) Transfer or Exchange of Beneficial Interests in Unrestricted Global Notes for Beneficial Interests in Restricted Global Notes Prohibited . Beneficial interests in an Unrestricted Global Note may not be exchanged for, or transferred to Persons who take delivery thereof in the form of, beneficial interests in a Restricted Global Note.

(i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes . Subject to Section 2.6(a) hereof, if any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such beneficial interest is being transferred to a “non-U.S. Person” (as defined in Rule 902(k) of Regulation S) in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a

certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such beneficial interest is being transferred to the Issuer or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 3(c) thereof,

the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of the applicable Restricted Global Note, and the Issuer shall execute and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof, the Trustee shall authenticate and deliver a Restricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder. Any Restricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.6(c)(i) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall designate in such instructions. The Trustee shall deliver such Restricted Definitive Notes to the Persons in whose names such Notes are so registered. Any Restricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.6(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(ii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes . Subject to Section 2.6(a) hereof, a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

(A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with a Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications in the applicable Letter of Transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by such Registration Rights Agreement;

(B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement;

(C) such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

Upon satisfaction of the conditions of any of the clauses of this Section 2.6(c)(ii) the Issuer shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of the applicable Restricted Global Note.

(iii) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes . Subject to Section 2.6(a) hereof, if any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note, then, upon satisfaction of the applicable conditions set forth in Section 2.6(b)(ii) hereof, the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of the applicable Unrestricted Global Note, and the Issuer shall execute and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder. Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.6(c)(iii) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall designate in such instructions. The Trustee shall deliver such Unrestricted Definitive Notes to the Persons in whose names such Notes are so registered. Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.6(c)(iii) shall not bear the Private Placement Legend.

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests .

(i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes . If any holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A) if the holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such Restricted Definitive Note is being transferred to a “non-U.S. Person” (as defined in Rule 902(k) of Regulation S) in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such Restricted Definitive Note is being transferred to the Issuer or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof, or

(F) if such Restrictive Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certification in item 3(c) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, a 144A Global Note, and in the case of clause (C) above, a Regulation S Global Note.

(ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes . A holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A) such exchange or transfer is effected pursuant to a Exchange Offer in accordance with a Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications in the applicable Letter of Transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by such Registration Rights Agreement;

(B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement;

(C) such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(2) if the holder of such Restricted Definitive Note proposes to transfer such Note to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

Upon satisfaction of the conditions of any of the clauses in this Section 2.6(d)(ii), the Trustee shall cancel such Restricted Definitive Note and increase or cause to be increased in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of the Unrestricted Global Note.

(iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes . A holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of one of the Unrestricted Global Notes.

(iv) Transfer or Exchange of Unrestricted Definitive Notes to Beneficial Interests in Restricted Global Notes Prohibited . An Unrestricted Definitive Note may not be exchanged for, or transferred to Persons who take delivery thereof in the form of, beneficial interests in a Restricted Global Note.

(v) Issuance of Unrestricted Global Notes . If any such exchange or transfer of a Definitive Note for a beneficial interest in an Unrestricted Global Note is effected pursuant to clause (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e) Transfer and Exchange of Definitive Notes for Definitive Notes . Upon request by a holder of Definitive Notes and such holder’s compliance with the provisions of this Section 2.6(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such holder. In addition, the requesting holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.6(e).

(i) Restricted Definitive Notes to Restricted Definitive Notes . Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A) if the transfer shall be made pursuant to Rule 144A, a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the transfer shall be made pursuant to Rule 903 or Rule 904, a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C) if the transfer shall be made pursuant to any other exemption from the registration requirements of the Securities Act, a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

(ii) Restricted Definitive Notes to Unrestricted Definitive Notes . Any Restricted Definitive Note may be exchanged by the holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note only if:

(A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with a Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications in the applicable Letter of Transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by such Registration Rights Agreement;

(B) any such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement;

(C) any such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(2) if the holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this clause (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the clauses of Section 2.6(e)(ii) the Trustee shall cancel the prior Restricted Definitive Note and the Issuer shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Note in instructions delivered to the Registrar by such holder.

(iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes . A holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of

an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holders thereof.

(f) Exchange Offer . Upon the occurrence of an Exchange Offer in accordance with a Registration Rights Agreement, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the applicable Restricted Global Notes (A) tendered for acceptance by Persons that make any and all certifications in the applicable Letters of Transmittal (or are deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by such Registration Rights Agreement, and (B) accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes tendered for acceptance by Persons who made the foregoing certification and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall reduce or cause to be reduced in a corresponding amount the aggregate principal amount of the applicable Restricted Global Notes, and the Issuer shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount.

(g) Legends . The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(i) Private Placement Legend.

(A) Except as permitted by clause (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING ITS NOTE IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE “RESALE RESTRICTION TERMINATION DATE”), OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A INSIDE THE UNITED STATES, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE

SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY, THE TRUSTEE AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY THIS TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to clauses (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this Section 2.6 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

(ii) Global Note Legend . Each Global Note shall bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(h) Cancellation and/or Adjustment of Global Notes . At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part, each such Global Note shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an

endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(i) General Provisions Relating to Transfers and Exchanges .

(i) No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.6, 3.9, 4.12, 4.18 and 9.5 hereof).

(ii) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same Indebtedness, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

(iii) Neither the Registrar nor the Issuer shall be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.2 hereof and ending at the close of business on the date of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a record date (including a Regular Record Date) and the next succeeding Interest Payment Date.

(iv) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes, in each case regardless of any notice to the contrary.

(v) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.6 to effect a registration of transfer or exchange may be submitted by facsimile.

(vi) The Trustee is hereby authorized and directed to enter into a letter of representation with the Depositary in the form provided by the Issuer and to act in accordance with such letter.

(vii) To permit registrations of transfers and exchanges, the Issuer shall execute, and the Trustee shall authenticate, Global Notes and Definitive Notes upon the Issuer’s order or at the Registrar’s request.

(viii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(ix) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 hereof.

Section 2.7. Replacement Notes.

If any mutilated Note is surrendered to the Trustee or the Issuer and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuer shall issue and the Trustee, upon receipt of an Authentication Order in accordance with Section 2.2 hereof, shall authenticate a replacement Note. If required by the Trustee or the Issuer, the Holder of such Note shall provide indemnity sufficient, in the judgment of the

Trustee or the Issuer, as applicable, to protect the Issuer, the Trustee, any Agent and any Authenticating Agent from any loss that any of them may suffer in connection with such replacement. If required by the Issuer, such Holder shall reimburse the Issuer for its reasonable expenses in connection with such replacement.

Every replacement Note issued in accordance with this Section 2.7 shall be the valid obligation of the Issuer evidencing the same Indebtedness as the destroyed, lost or stolen Note and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.8. Outstanding Notes.

(a) The Notes Outstanding at any time shall be the entire principal amount of Notes represented by all the Global Notes and Definitive Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those subject to reductions in beneficial interests effected by the Trustee in accordance with Section 2.6 hereof, and those described in this Section 2.8 as not Outstanding. Except as set forth in Section 2.9 hereof, a Note shall not cease to be Outstanding because the Issuer or an Affiliate of the Issuer holds the Note; provided , however , that Notes held by the Issuer or a Subsidiary of the Issuer shall be deemed not to be Outstanding for purposes of Section 3.7 hereof.

(b) If a Note is replaced pursuant to Section 2.7 hereof, it shall cease to be Outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

(c) If the principal amount of any Note is considered paid under Section 3.1 hereof, it shall cease to be Outstanding and interest on it shall cease to accrue.

(d) If the Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date, a Purchase Date or maturity date, funds sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer Outstanding and shall cease to accrue interest.

Section 2.9. Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer or by any Affiliate of the Issuer shall be considered as though not Outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned shall be so disregarded.

Section 2.10. Temporary Notes.

Until certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order in accordance with Section 2.2 hereof, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Issuer considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate Global Notes or Definitive Notes in exchange for temporary Notes, as applicable.

Holders of temporary Notes shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.11. Cancellation.

The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. Upon sole direction of the Issuer, the Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of such cancelled Notes in accordance with its customary procedures (subject to the record retention requirements of the Exchange Act or other

applicable laws) unless the Issuer directs them to be returned to them. The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.12. Defaulted Interest.

If the Issuer defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 3.1 hereof. The Issuer shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Issuer shall fix or cause to be fixed each such special record date and payment date, provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Issuer (or, upon the written request of the Issuer, the Trustee in the name and at the expense of the Issuer) shall mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

Section 2.13. CUSIP or ISIN Numbers.

The Issuer in issuing the Notes may use “CUSIP” and/or “ISIN” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” and/or “ISIN” 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 numbers either as printed on the Notes or as contained in any notice of a redemption or notice of an offer to purchase and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption or offer to purchase shall not be affected by any defect in or omission of such numbers. The Issuer shall promptly notify the Trustee of any change in the “CUSIP” and/or “ISIN” numbers.

Section 2.14. Additional Interest.

If Additional Interest is payable by the Issuer pursuant to a Registration Rights Agreement and paragraph 1 of the Notes, the Issuer shall deliver to the Trustee a certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such interest is payable pursuant to Section 3.1 hereof. Unless and until a Responsible Officer of the Trustee receives such a certificate or instruction or direction from the Holders in accordance with the terms of this Indenture, the Trustee may assume without inquiry that no Additional Interest is payable. The foregoing shall not prejudice the rights of the Holders with respect to their entitlement to Additional Interest as otherwise set forth in this Indenture or the Notes and pursuing any action against the Issuer directly or otherwise directing the Trustee to take any such action in accordance with the terms of this Indenture and the Notes. If the Issuer has paid Additional Interest directly to the Persons entitled to it, the Issuer shall deliver to the Trustee an Officers’ Certificate setting forth the details of such payment.

Section 2.15. Issuance of Additional Notes.

The Issuer shall be entitled, subject to its compliance with Section 3.5 hereof, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance, issue price and rights under a related Registration Rights Agreement, if any. The Initial Notes issued on the date hereof, any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, amendments, consents, redemptions and offers to purchase.

With respect to any Additional Notes, the Issuer shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information:

(a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;

(b) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code; and

(c) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.6 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Section 2.16. Record Date.

The record date for purposes of determining the identity of Holders of Notes entitled to vote or consent to any action by vote or consent authorized or permitted under this Indenture shall be determined as provided for in Trust Indenture Act of 1939 § 316(c).

ARTICLE THREE

COVENANTS OF THE ISSUER

Section 3.1. Payment of Principal and Interest

The Issuer covenants and agrees for the benefit of each series of Notes that it will duly and punctually pay or cause to be paid the principal of, and interest on, each of the Notes of such series (together with any additional amounts payable pursuant to the terms of such Notes) at the place or places, at the respective times and in the manner provided in such Notes and in the Coupons, if any, appertaining thereto and in this Indenture. The interest on Notes with Coupons attached (together with any additional amounts payable pursuant to the terms of such Notes) shall be payable only upon presentation and surrender of the several Coupons for such interest installments as are evidenced thereby as they severally mature. If any temporary Note provides that interest thereon may be paid while such Note is in temporary form, the interest on any such temporary Note (together with any additional amounts payable pursuant to the terms of such Note) shall be paid, as to the installments of interest evidenced by Coupons attached thereto, if any, only upon presentation and surrender thereof, and, as to the other installments of interest, if any, only upon presentation of such Notes for notation thereon of the payment of such interest, in each case subject to any restrictions that may be established pursuant to Article Two. The interest on Notes (together with any additional amounts payable pursuant to the terms of such Notes) shall be payable only to or upon the written order of the Holders thereof entitled thereto and, at the option of the Issuer, may be paid by wire transfer or by mailing checks for such interest payable to or upon the written order of such Holders at their last addresses as they appear on the registry books of the Issuer.

Section 3.2. Appointment to Fill a Vacancy in Office of Trustee.

The Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 5.9, a Trustee, so that there shall at all times be a Trustee with respect to each series of Notes hereunder.

Section 3.3. Written Statement to Trustee.

The Issuer will furnish to the Trustee on or before May 31 in each year (beginning with May 31, 2004) a brief certificate (which need not comply with Section 10.5) from the principal executive, financial or accounting officer of the Issuer as to his or her knowledge of the Issuer’s compliance with all conditions and covenants under the Indenture (such compliance to be determined without regard to any period of grace or requirement of notice provided under the Indenture).

Section 3.4. Limitations upon Liens.

After the date hereof and so long as any Notes are Outstanding, the Issuer will not, and will not permit any Subsidiary to, issue, assume or guarantee any Indebtedness secured by a mortgage, pledge, lien, security interest or encumbrance (any mortgage, pledge, lien, security interest or encumbrance being hereinafter in this

Article referred to as a “mortgage” or “mortgages” or as a “lien” or “liens”) of, or upon any property of the Issuer or of any Subsidiary, without effectively providing that the Notes (together with, if the Issuer shall so determine, any other Indebtedness of the Issuer ranking equally with the Notes) shall be equally and ratably secured with such Indebtedness; provided, however, that the foregoing restriction shall not apply to

(a) Any purchase money mortgage created by the Issuer or a Subsidiary to secure all or part of the purchase price of any property (or to secure a loan made to enable the Issuer or a Subsidiary to acquire the property described in such mortgage), provided that the principal amount of the Indebtedness secured by any such mortgage, together with all other Indebtedness secured by a mortgage on such property, shall not exceed the purchase price of the property acquired;

(b) Any mortgage existing on any property at the time of the acquisition thereof by the Issuer or a Subsidiary whether or not assumed by the Issuer or a Subsidiary, and any mortgage on any property acquired or constructed by the Issuer or a Subsidiary and created not later than 12 months after (i) such acquisition or completion of such construction or (ii) commencement of full operation of such property, whichever is later; provided, however, that, if assumed or created by the Issuer or a Subsidiary, the principal amount of the Indebtedness secured by such mortgage, together with all other Indebtedness secured by a mortgage on such property, shall not exceed the purchase price of the property, acquired and/or the cost of the property constructed;

(c) Any mortgage created or assumed by the Issuer or a Subsidiary on any contract for the sale of any product or service or any rights thereunder or any proceeds therefrom, including accounts and other receivables, related to the operation or use of any property acquired or constructed by the Issuer or a Subsidiary and created not later than 12 months after (i) such acquisition or completion of such construction or (ii) commencement of full operation of such property, whichever is later;

(d) Any mortgage existing on any property of a Subsidiary at the time it becomes a Subsidiary and any mortgage on property existing at the time of acquisition thereof;

(e) Any refunding or extension of maturity, in whole or in part, of any mortgage created or assumed in accordance with the provisions of subdivision (a), (b), (c) or (d) above or (j), (p), or (y) below, provided that the principal amount of the Indebtedness secured by such refunding mortgage or extended mortgage shall not exceed the principal amount of the Indebtedness secured by the mortgage to be refunded or extended outstanding at the time of such refunding or extension and that such refunding mortgage or extended mortgage shall be limited in lien to the same property that secured the mortgage so or extended;

(f) Any mortgage created or assumed by the Issuer or a Subsidiary to secure loans to the Issuer or a Subsidiary maturing within 12 months of the date of creation thereof and not renewable or extendible by the terms thereof at the option of the obligor beyond such 12 months, and made in the ordinary course of business;

(g) Mechanics’ or materialmen’s liens or any lien or charge arising by reason of pledges or deposits to secure payment of workmen’s compensation or other insurance, good faith deposits in connection with tenders or leases of real estate, bids or contracts (other than contracts for the payment of money), deposits to secure public or statutory obligations, deposits to secure or in lieu of surety, stay or appeal bonds and deposits as security for the payment of taxes or assessments or other similar charges;

(h) Any mortgage arising by reason of deposits with or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulation for any purpose at any time as required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or license, or to enable the Issuer or a Subsidiary to maintain self-insurance or to participate in any fund for liability on any insurance risks or in connection with workmen’s compensation, unemployment insurance, old age pensions or other social security or to share in the privileges or benefits required for companies participating in such arrangements;

(i) Mortgages upon rights-of-way;

(j) Undetermined mortgages and charges incidental to construction or maintenance;

(k) The right reserved to, or vested in, any municipality or governmental or other public authority or railroad by the terms of any right, power, franchise, grant, license, permit or by any provision of law, to terminate or to require annual or other periodic payments as a condition to the continuance of such right, power, franchise, grant, license or permit;

(l) The lien of taxes and assessments which are not at the time delinquent;

(m) The lien of specified taxes and assessments which are delinquent but the validity of which is being contested in good faith at the time by the Issuer or a Subsidiary;

(n) The lien reserved in leases for rent and for compliance with the terms of the lease in the case of leasehold estates;

(o) Defects and irregularities in the titles to any property (including rights-of-way and easements) which are not material to the business of the Issuer and its Subsidiaries considered as a whole;

(p) Any mortgages securing Indebtedness neither assumed nor guaranteed by the Issuer or a Subsidiary nor on which it customarily pays interest, existing upon real estate or rights in or relating to real estate (including rights-of-way and easements) acquired by the Issuer or a Subsidiary, which mortgages do not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary;

(q) Easements, exceptions or reservations in any property of the Issuer or a Subsidiary granted or reserved for the purpose of pipelines, roads, telecommunication equipment and cable, streets, alleys, highways, railroad purposes, the removal of oil, gas, coal or other minerals or timber, and other like purposes, or for the joint or common use of real property, facilities and equipment, which do not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary;

(r) Rights reserved to or vested in any municipality or public authority to control or regulate any property of the Issuer or a Subsidiary, or to use such property in any manner which does not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary;

(s) Any obligations or duties, affecting the property of the Issuer or a Subsidiary, to any municipality or public authority with respect to any franchise, grant, license or permit;

(t) The liens of any judgments in an aggregate amount not in excess of $2,000,000 or the lien of any judgment the execution of which has been stayed or which has been appealed and secured, if necessary, by the filing of an appeal bond;

(u) Zoning laws and ordinances;

(v) Any mortgage existing on any office equipment, data processing equipment (including computer and computer peripheral equipment) or transportation equipment (including motor vehicles, aircraft and marine vessels);

(w) Leases now or hereafter existing and any renewals or extensions thereof;

(x) Any lien on inventory and receivables incurred in the ordinary course of business to secure Indebtedness incurred for working capital purposes including liens incurred in connection with a sale of receivables; and

(y) Any mortgage not permitted by clauses (a) through (y) above if at the time of, and after giving effect to, the creation or assumption of any such mortgage, the aggregate of all Indebtedness of the Issuer and

its Subsidiaries secured by all such mortgages not so permitted by clauses (a) through (x) above do not exceed 10% of Consolidated Net Tangible Assets.

In the event that the Issuer or a Subsidiary shall hereafter secure the Notes equally and ratably with any other obligation or Indebtedness pursuant to the provisions of this Section 3.6, the Trustee is hereby authorized to enter into an indenture supplemental hereto and to take such action, if any, as it may deem advisable to enable it to enforce effectively the rights of the Holders of the Notes so secured, equally and ratably with such other obligation or Indebtedness.

Subject to the provisions of Section 5.1, the Trustee, at its request, may receive an Opinion of Counsel as conclusive evidence that any such supplemental indenture or steps taken to secure the Notes equally and ratably comply with the provisions of this Section.

Section 3.5. Limitation on Sale and Leaseback Transactions.

The Issuer agrees that it will not, and will not permit any Subsidiary to, enter into any arrangement with any Person providing for the leasing by the Issuer or a Subsidiary of any Principal Property, acquired or placed into service more than 180 days prior to such arrangement (except for leases of three years or less), whereby such property has been or is to be sold or transferred by the Issuer or any Subsidiary to such Person (herein referred to as a “ Sale and Lease-Back Transaction ”), unless:

(i) the Issuer or any Subsidiary would, at the time of entering into a Sale and Lease-Back Transaction, be entitled to incur Indebtedness secured by a mortgage on the property to be leased in an amount at least equal to the Attributable Debt in respect of such transaction without equally and ratably securing the Notes pursuant to Section 3.4 hereof; or

(ii) the Issuer shall covenant that it will apply an amount equal to the net proceeds from the sale of the Principal Property so leased to the retirement (other than any mandatory retirement) of its Funded Indebtedness within 90 days of the effective date of any such Sale and Lease-Back Transaction, provided that the amount to be applied to the retirement of Funded Indebtedness of the Issuer shall be reduced by (i) the principal amount of any Notes delivered by the Issuer to the Trustee within 90 days after such Sale and Lease-Back Transaction for retirement and cancellation, and (ii) the principal amount of Funded Indebtedness, other than Notes, voluntarily retired by the Issuer within 90 days following such Sale and Lease-Back Transaction, provided, further, the covenant contained in this Section shall not apply to, and there shall be excluded from Attributable Debt in any computation under this Section, Attributable Debt with respect to any Sale and Lease-Back Transaction if:

(A) such Sale and Lease-Back Transaction is entered into in connection with transactions which are part of an industrial development or pollution control financing or,

(B) the only parties involved in such Sale and Lease-Back Transaction are the Issuer and any Subsidiary or any Subsidiaries.

Notwithstanding these restrictions on Sale and Lease-Back Transaction, the Issuer and its Subsidiaries may enter into, create, assume and suffer to exist Sale and Lease-Back Transactions, not otherwise permitted hereby, if at the time of, and after giving effect to, such Sale and Lease-Back Transaction, the total Consolidated Attributable Debt of the Issuer and its Subsidiaries does not exceed 10% of Consolidated Net Tangible Assets.

Section 3.6. Luxembourg Publications.

In the event of the publication of any notice pursuant to Section 4.11, 5.9(a), 5.10, 7.2 or 9.4, the party making such publication in the Borough of Manhattan, The City of New York and London shall also, to the extent that notice is required to be given to Holders of Notes of any series by applicable Luxembourg law or stock

exchange regulation, as evidenced by an Officers’ Certificate delivered to such party, make a similar publication in Luxembourg.

Section 3.7. Holders Lists.

If and so long as the Trustee shall not be the Registrar for the Notes of any series, the Issuer will furnish or cause to be furnished to the Trustee a list in such form as the Trustee may reasonably require of the names and addresses of the holders of the Notes of such series pursuant to § 312 of the Trust Indenture Act of 1939 (a) semi-annually not more than 15 days after each record date for the payment of interest on such Notes, as hereinabove specified, as of such record date and on dates to be determined pursuant to Section 2.5 for non-interest bearing securities in each year, and (b) at such other times as the Trustee may request in writing, within thirty days after receipt by the Issuer of any such request as of a date not more than 15 days prior to the time such information is furnished.

Section 3.8. Reports by the Issuer.

The Issuer covenants to file with the Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents, and other reports which the Issuer may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.

Section 3.9. Reports by the Trustee.

Any Trustee’s report required under § 313(a) of the Trust Indenture Act of 1939 shall be transmitted on or before April 15 in each year following the date hereof, so long as any Notes are Outstanding hereunder, and shall be dated as of a date convenient to the Trustee no more than 60 nor less than 45 days prior thereto.

ARTICLE FOUR

DEFAULTS AND REMEDIES

Section 4.1. Event of Default Defined; Acceleration of Maturity; Waiver of Default .

“Event of Default” with respect to Notes of any series wherever used herein, means each one of the following events which shall have occurred and be continuing (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):

(a) default in the payment of any installment of interest upon any of the Notes of such series as and when the same shall become due and payable, and continuance of such default for a period of 30 days; or

(b) default in the payment of all or any part of the principal on any of the Notes of such series as and when the same shall become due and payable either at maturity, upon any redemption, by declaration or otherwise; or

(c) default in the performance, or breach, of any covenant or warranty of the Issuer in respect of the Notes of such series (other than a covenant or warranty in respect of the Notes of such series a default in whose performance or whose breach is elsewhere in this Section specifically dealt with) and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Notes of all series affected thereby, 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

(d) either (1) default in payment of any Indebtedness of the Issuer or any Subsidiary of the Issuer within any applicable grace period after final maturity or (2) the acceleration of Indebtedness of the Issuer or any Subsidiary of the Issuer by the holders thereof because of a default and, in either case, the total amount of the Indebtedness unpaid or accelerated exceeds $25 million; or

(e) the entry of a decree or order by a court having jurisdiction in the premises adjudging the Issuer a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization arrangement, adjustment or composition of or in respect of the Issuer under the federal bankruptcy law or any other applicable federal or state law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Issuer or for any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or

(f) the institution by the Issuer of proceedings to be adjudicated a bankrupt or insolvent or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the federal bankruptcy law or any other applicable federal or state law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Issuer or for any substantial part of its property, or the making by it of any general assignment for the benefit of creditors; or

(g) any other Event of Default provided in the supplemental indenture under which such series of Notes is issued or in the form of Note for such series;

provided , however , that the occurrence of any of the events described in the foregoing clause (c) or (g) shall not constitute an Event of Default if such occurrence is the result of changes in generally accepted accounting principles as recognized by the American Institute of Certified Public Accountants at the date as of which this Indenture is executed and a certificate to such effect is delivered to the Trustee by the Issuer’s independent public accountants.

If an Event of Default described in clauses (a), (b), (c), (d) or (g) above (if the Event of Default under clause (c) or (g), as the case may be, is with respect to less than all series of Notes then Outstanding) occurs and is continuing, then, and in each and every such case, except for any series of Notes the principal of which shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes of each such affected series then Outstanding hereunder (voting as a single class) by notice in writing to the Issuer (and to the Trustee if given by Noteholders), may declare the entire principal (or, if the Notes of any such affected series are Original Issue Discount Notes, such portion of the principal amount as may be specified in the terms of such series) of all Notes of all such affected series, and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration, the same shall become immediately due and payable. If an Event of Default described in clause (c) or (g) (if the Event of Default under clause (c) or (g), as the case may be, is with respect to all series of Notes then Outstanding), (e) or (f) occurs and is continuing, then and in each and every such case, unless the principal of all the Notes shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of all the Notes then Outstanding hereunder (treated as one class), by notice in writing to the Issuer (and to the Trustee if given by Noteholders), may declare the entire principal (or, if any Notes are Original Issue Discount Notes, such portion of the principal as may be specified in the terms thereof) of all the Notes then Outstanding, and interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable.

enforceable under applicable law, on overdue installments of interest, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Notes) specified in the Notes of each such series (or at the respective rates of interest or yields to maturity of all the Notes, as the case may be) to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Trustee and each predecessor Trustee and their agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith, and if any and all Events of Default under this Indenture, other than the non-payment of the principal of Notes which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein—then and in every such case the Holders of a majority in aggregate principal amount of all the Notes of each such series, or of all the Notes, in each case voting as a single class, then Outstanding, by written notice to the Issuer and to the Trustee, may waive all defaults with respect to each such series (or with respect to all the Notes, as the case may be) and rescind and annul such declaration and its consequences, but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.

For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Notes shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Notes shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Notes.

Section 4.2. Collection of Indebtedness by Trustee; Trustee May Prove Debt .

The Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Notes of any series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Notes of any series when the same shall have become due and payable, whether upon maturity of the Notes of such series or upon any redemption or by declaration or otherwise — then upon demand of the Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of the Notes of such series the whole amount that then shall have become due and payable on all Notes of such series, and such Coupons, for principal or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Notes) specified in the Notes of such series); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of its negligence or bad faith.

Until such demand is made by the Trustee, the Issuer may pay the principal of and interest on the Notes of any series to the registered Holders, whether or not the principal of and interest on Notes of such series be overdue.

In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or other obligor upon the Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon the Notes, wherever situated, the moneys adjudged or decreed to be payable.

In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Notes under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the

principal of the Notes 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 pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:

(a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Notes of any series are Original Issue Discount Notes, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Notes of any series, 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 reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Holders allowed in any judicial proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor,

(b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Notes of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or Person performing similar functions in comparable proceedings, and

(c) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Holders and of the Trustee on their behalf; and any trustee, receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Holders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes of any series 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 except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.

All rights of action and of asserting claims under this Indenture, or under any of the Notes of any series or Coupons appertaining to such Notes, may be enforced by the Trustee without the possession of any of the Notes of such series or Coupons appertaining to such Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes or Coupons appertaining to such Notes in respect of which such action was taken.

In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Notes or Coupons appertaining to such Notes in respect to which such action was taken, and it shall not be necessary to make any Holders of such Notes or Coupons appertaining to such Notes parties to any such proceedings.

Section 4.3. Application of Proceeds .

Any moneys collected by the Trustee pursuant to this Article in respect of any series shall be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of principal or interest, upon presentation of the several Notes and Coupons appertaining to such Notes in respect of which monies have been collected and stamping (or otherwise noting) thereon the payment, or issuing Notes of such series in reduced principal amounts in exchange for the presented Notes of like series if only partially paid, or upon surrender thereof if fully paid:

FIRST: To the payment of costs and expenses applicable to such series in respect of which monies have been collected, including reasonable compensation to the Trustee and each predecessor Trustee and their respective agents and attorneys and of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith;

SECOND: In case the principal of the Notes of such series in respect of which moneys have been collected shall not have become and be then due and payable, to the payment of interest on the Notes of such series in default in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Notes) specified in such Notes, such payments to be made ratably to the Persons entitled thereto, without discrimination or preference;

THIRD: In case the principal of the Notes of such series in respect of which moneys have been collected shall have become and shall be then due and payable, to the payment of the whole amount then owing and unpaid upon all the Notes of such series for principal and interest, with interest upon the overdue principal, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Notes) specified in the Notes of such series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Notes of such series, then to the payment of such principal and interest or Yield to Maturity, without preference or priority of principal over interest or Yield to Maturity, or of interest or Yield to Maturity over principal, or of any installment of interest over any other installment of interest, or of any Note of such series over any other Note of such series, ratably to the aggregate of such principal and accrued and unpaid interest or Yield to Maturity; and

FOURTH: To the payment of the remainder, if any, to the Issuer or any other Person lawfully entitled thereto.

Section 4.4. Suits for Enforcement .

In case an Event of Default has occurred, has not been waived and is continuing, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.

Section 4.5. Restoration of Rights on Abandonment of Proceedings .

In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then and in every such case the Issuer and the Trustee shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Issuer, the Trustee and the Holders shall continue as though no such proceedings had been taken.

Section 4.6. Limitations on Suits by Holders .

No Holder of any Note of any series or of any Coupon appertaining thereto shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise upon or under or with respect to this Indenture, or for the appointment of a trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of not less than 25% in aggregate principal amount of the Notes of each affected series then Outstanding (treated as a single class) shall have made written request upon the Trustee to institute such action or proceedings in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby and the Trustee for 60

days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action or proceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 4.9; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note or Coupon with every other taker and Holder and the Trustee, that no one or more Holders of Notes of any series or Coupons appertaining to such Notes shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other such Holder of Notes or Coupons appertaining to such Notes, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Notes of the applicable series and Coupons appertaining to such Notes. For the protection and enforcement of the provisions of this Section, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Section 4.7. Unconditional Right of Holders to Institute Certain Suits .

Notwithstanding any other provision in this Indenture and any provision of any Note, the right of any Holder of any Note or Coupon to receive payment of the principal of and interest on such Note or Coupon on or after the respective due dates expressed or provided for in such Note or Coupon, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 4.8. Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default .

Except as provided in Section 4.6, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Notes or Coupons 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.

No delay or omission of the Trustee or of any Holder of Notes or Coupons to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein; and, subject to Section 4.6, every power and remedy given by this Indenture or by law to the Trustee or to the Holders of Notes or Coupons may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Holders of Notes or Coupons.

Section 4.9. Control by Holders of Notes .

The Holders of a majority in aggregate principal amount of the Notes of each series affected (with each such series voting as a single class) at the time Outstanding 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 Notes of such series by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of Section 5.1) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Notes of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 5.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders.

Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Holders.

Section 4.10. Waiver of Past Defaults .

Prior to the acceleration of the maturity of any Notes as provided in Section 4.1, the Holders of a majority in aggregate principal amount of the Notes of all series at the time Outstanding with respect to which an Event of Default shall have occurred and be continuing (voting as a single class) may on behalf of the Holders of all such Notes waive any past default or Event of Default described in Section 4.1 and its consequences, except a default in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Note affected. In the case of any such waiver, the Issuer, the Trustee and the Holders of all such Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

Upon any such waiver, such default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured, and not to have occurred for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Section 4.11. Trustee to Give Notice of Default, But May Withhold in Certain Circumstances .

The Trustee shall, within 90 days after the occurrence of a Default with respect to the Notes of any series, give notice of all Defaults with respect to that series known to the Trustee (i) if any Notes of that series are then Outstanding, to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York and at least once in an Authorized Newspaper in London (and, if required by Section 3.8, at least once in an Authorized Newspaper in Luxembourg) and (ii) to all Holders of Notes of such series in the manner and to the extent provided in § 313(c) of the Trust Indenture Act of 1939, unless in each case such Defaults shall have been cured before the mailing or publication of such notice; provided that, except in the case of default in the payment of the principal of or interest on any of the Notes of such series, or in the payment of any sinking fund installment on 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 or trustees and/or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of such series.

Section 4.12. Right of Court to Require Filing of Undertaking to Pay Costs .

All parties to this Indenture agree, and each Holder of any Note or Coupon 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 in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder or group of Holders of any series holding in the aggregate more than 10% in aggregate principal amount of the Notes of such series, or, in the case of any suit relating to or arising under clause (c) or (f) of Section 4.1 (if the suit relates to Notes of more than one but less than all series), l0% in aggregate principal amount of Notes then Outstanding and affected thereby, or in the case of any suit relating to or arising under clause (c) or (f) (if the suit under clause (c) or (f) relates to all the Notes then Outstanding), (d) or (e) of Section 4.1, 10% in aggregate principal amount of all Notes then Outstanding, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or interest on any Note on or after the due date expressed in such Note or any date fixed for redemption.

ARTICLE FIVE

CONCERNING THE TRUSTEE

Section 5.1. Duties and Responsibilities of the Trustee; During Default; Prior to Default .

With respect to the Holders of any series of Notes issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Notes of a particular series and after the curing or waiving of all Events of Default which may have occurred with respect to such series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to the Notes of a series has occurred (which has not been cured or waived) the Trustee shall exercise with respect to such series of Notes 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 person would exercise or use under the circumstances in the conduct of such person’s own affairs.

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

(a) prior to the occurrence of an Event of Default with respect to the Notes of any series and after the curing or waiving of all such Events of Default with respect to such series which may have occurred:

(i) the duties and obligations of the Trustee with respect to the Notes of any series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such statements, 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) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and

(c) 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 pursuant to Section 4.9 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.

None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such liability is not reasonably assured to it.

The provisions of this Section 5.1 are in furtherance of and subject to§ § 315 and 316 of the Trust Indenture Act of 1939.

Section 5.2. Certain Rights of Trustee.

In furtherance of and subject to the Trust Indenture Act of 1939, and subject to Section 5.1:

(a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officers’ Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, Coupon, Note 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, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a copy thereof certified by the secretary or an assistant secretary of the Issuer;

(c) the Trustee may consult with counsel of its selection and any advice or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel;

(d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby;

(e) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture;

(f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, Coupon, Note, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Notes of all series affected then Outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demand; and

(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 not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder.

(h) in no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action;

(i) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture;

(j) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; and

(k) the Trustee may request that the Issuer deliver an Officers’ 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 Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

Section 5.3. Trustee Not Responsible for Recitals, Disposition of Notes or Applications of Proceeds Thereof.

The recitals contained herein and in the Notes, except the Trustee’s certificates of authentication, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Indenture or of the Notes or Coupons. The Trustee shall not be accountable for the use or application by the Issuer of any of the Notes or of the proceeds thereof.

Section 5.4. Trustee and Agents May Hold Notes or Coupons; Collections, etc..

The Trustee or any agent of the Issuer or the Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes or Coupons with the same rights it would have if it were not the Trustee or such agent and may otherwise deal with the Issuer and receive, collect, hold and retain collections from the Issuer with the same rights it would have if it were not the Trustee or such agent.

Section 5.5. Moneys Held by Trustee.

Subject to the provisions of Section 9.4 hereof, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by mandatory provisions of law. Neither the Trustee nor any agent of the Issuer or the Trustee shall be under any liability for interest on any moneys received by it hereunder.

Section 5.6. Compensation and Indemnification of Trustee and Its Prior Claim.

The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed upon in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may result from its negligence or bad faith. The Issuer also covenants to indemnify the Trustee and each predecessor Trustee for, and to hold it harmless against, any and all loss, liability claim, damage or expense, including taxes (other than those based on or measured by the income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, including the costs and expenses of defending itself against or investigating any claim of liability (whether asserted by the Issuer, any Holder or any other Person) in the premises. The obligations of the Issuer under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture or the resignation or removal of the Trustee. Such additional indebtedness shall be a senior claim to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes or Coupons, and the Notes are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 4.1(d) or 4.1(e), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law.

Section 5.7. Right of Trustee to Rely on Officers’ Certificate.

Subject to Sections 5.1 and 5.2, whenever in the administration of the trusts of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

Section 5.8. Persons Eligible for Appointment as Trustee.

The Trustee for each series of Notes hereunder shall at all times be a corporation organized and doing business under the laws of the United States of America or of any state or the District of Columbia having a combined capital and surplus of at least $50,000,000, and which is eligible in accordance with the provisions of § 310(a) of the Trust Indenture Act of 1939. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of a federal, state or District of Columbia 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.

Section 5.9. Resignation and Removal; Appointment of Successor Trustee

The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Notes by giving written notice of resignation to the Issuer and (i) if any Notes of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.8, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Notes of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to § 313(c)(2) of the Trust Indenture Act of 1939 at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Notes of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction at the expense of the Issuer for the appointment of a successor trustee, or any Holder who has been a bona fide Holder of a Note or Notes of the applicable series for at least six months may, subject to the provisions of Section 4.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.

(a) In case at any time any of the following shall occur:

(i) the Trustee shall fail to comply with the provisions of § 310(b) of the Trust Indenture Act of 1939 with respect to any series of Notes after written request therefor by the Issuer or by any Holder who has been a bona fide Holder of a Note or Notes of such series for at least six months; or

(ii) the Trustee shall cease to be eligible in accordance with the provisions of § 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Issuer or by any Holder; or

(iii) the Trustee shall become incapable of acting with respect to any series of Notes, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator 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, the Issuer may remove the Trustee with respect to the applicable series of Notes and appoint a successor trustee for such series by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to § 315(e) of the Trust Indenture Act of 1939, any Holder who has been a bona fide Holder of a Note or Notes 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 removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Notes of such series.

(b) The Holders of a majority in aggregate principal amount of the Notes of each series at the time Outstanding may at any time remove the Trustee with respect to Notes of such series and appoint a successor trustee with respect to the Notes of such series by delivering to the Trustee so removed, to the successor trustee so appointed and to the Issuer the evidence provided for in Section 6.1 of the action in that regard taken by the Holders.

Any resignation or removal of the Trustee with respect to any series and any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 5.9 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 5.10

Section 5.10. Acceptance and Appointment of Successor Trustee.

Any successor trustee appointed as provided in Section 5.9 shall execute and deliver to the Issuer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series of Notes shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations with respect to such series of Notes of its predecessor hereunder, with like effect as if originally named as trustee for such series of Notes hereunder; but, nevertheless, on the written request of the Issuer or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall, subject to Section 9.4, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 5.6.

If a successor trustee is appointed with respect to the Notes of one or more (but not all) series, the Issuer, the predecessor trustee and each successor trustee with respect to the Notes of any applicable series shall execute and deliver an indenture supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee with respect to the Notes of any series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee, and 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 under separate indentures.

Upon acceptance of appointment by any successor trustee as provided in this Section 5.10, the Issuer shall give notice thereof (a) if any Notes of a series affected are then Outstanding, to the Holders thereof, by publication of such notice at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York and at least once in an Authorized Newspaper in London (and, if required by Section 3.8, at least once in an Authorized Newspaper in Luxembourg), (b) if any Notes of a series affected are then Outstanding, to the Holders thereof who have filed their names and addresses with the Trustee pursuant to § 313(c)(2) of the Trust Indenture

Act of 1939, by mailing such notice to such Holders at such addresses as were so furnished to the Trustee (and the Trustee shall make such information available to the Issuer for such purpose) and (c) to the Holders of Registered Notes of each series affected, by mailing such notice to such Holders at their addresses as they shall appear on the registry books. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 5.9. If the Issuer fails to give such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be given at the expense of the Issuer.

Section 5.11. Merger, Conversion, Consolidation or Succession to Business of Trustee.

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 that such corporation shall be eligible under the provisions of Section 5.8, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Notes of any series shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee and deliver such Notes so authenticated; and, in case at that time any of the Notes of any series shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificate shall have the full force which it is anywhere in the Notes of such series or in this Indenture provided that the certificate of the Trustee shall have; provided, that the right to adopt the certificate of authentication of any predecessor trustee or to authenticate Notes of any series in the name of any predecessor trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Section 5.12. Appointment of Authenticating Agent.

As long as any Notes of a series remain Outstanding, the Trustee may, by an instrument in writing, appoint with the approval of the Issuer an authenticating agent (the “Authenticating Agent”) which shall be authorized to act on behalf of the Trustee to authenticate Notes, including Notes issued upon exchange, registration of transfer, partial redemption or pursuant to Section 2.7. Notes of each such series authenticated by such Authenticating Agent shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee. Whenever reference is made in this Indenture to the authentication and delivery of Notes of any series by the Trustee or to the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent for such series and a certificate of authentication executed on behalf of the Trustee by such Authenticating Agent. Such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States of America or of any State, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 (determined as provided in Section 5.8 with respect to the Trustee) and subject to supervision or examination by Federal or State authority.

Any corporation into which any 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 any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent with respect to all series of Notes for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or such Authenticating Agent.

Any Authenticating Agent may at any time, and if it shall cease to be eligible shall, resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.12 with respect to

one or more series of Notes, the Trustee may upon receipt of an Issuer Order appoint a successor Authenticating Agent and the Issuer shall provide notice of such appointment to all Holders of Notes of such series in the manner and to the extent provided in Section 5.10. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. The Issuer agrees to pay to the Authenticating Agent for such series from time to time reasonable compensation. The Authenticating Agent for the Notes of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee.

Sections 5.2, 5.3, 5.4, 5.6, 5.8 and 6.3 shall be applicable to any Authenticating Agent.

ARTICLE SIX

CONCERNING THE HOLDERS

Section 6.1. Evidence of Action Taken by Holders.

Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by a specified percentage in principal amount of the Holders of any or all series may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such specified percentage of Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee. Proof of execution of any instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Sections 5.1 and 5.2) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Article.

Section 6.2. Proof of Execution of Instruments and of Holding of Notes.

Subject to Sections 5.1 and 5.2, the execution of any instrument by a Holder or his agent or proxy may be proved in the following manner:

(i) The fact and date of the execution by any Holder of any instrument may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instruments acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or other such officer. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute sufficient proof of the authority of the Person executing the same. The fact of the holding by any Holder of a Note of any series, and the identifying number of such Note and the date of his holding the same, may be proved by the production of such Note or by a certificate executed by any trust company, bank, banker or recognized securities dealer wherever situated satisfactory to the Trustee, if such certificate shall be deemed by the Trustee to be satisfactory. Each such certificate shall be dated and shall state that on the date thereof a Note of such series bearing a specified identifying number was deposited with or exhibited to such trust company, bank, banker or recognized securities dealer by the Person named in such certificate. Any such certificate may be issued in respect of one or more Notes of one or more series specified therein. The holding by the Person named in any such certificate of any Notes of any series specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (1) another certificate bearing a later date issued in respect of the same Notes shall be produced, or (2) the Note of such series specified in such certificate shall be produced by some other Person, or (3) the Note of such series specified in such certificate shall have ceased to be Outstanding. The fact and date of the execution of any such instrument and the amount and numbers of Notes of any series held by the Person so executing such instrument and the amount and numbers of any Note or Notes for such series may also be proven in accordance with such reasonable rules and regulations as may be prescribed by the Trustee for such series or in any other manner which the Trustee for such series may deem sufficient.

(ii) The ownership of Notes shall be proved by the Security Register or by a certificate of the Registrar.

Section 6.3. Holders to be Treated as Owners.

The Issuer, the Trustee and any agent of the Issuer or the Trustee may deem and treat the Person in whose name any Note shall be registered upon the Note register for such series as the absolute owner of such Note (whether or not such Note shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the principal of and, subject to the provisions of this Indenture, interest on such Note and for all other purposes; and neither the Issuer nor the Trustee nor any agent of the Issuer or the Trustee shall be affected by any notice to the contrary. The Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Holder of any Note and the Holder of any Coupon as the absolute owner of such Note or Coupon (whether or not such Note or Coupon shall be overdue) for the purpose of receiving payment thereof or on account thereof and for all other purposes and neither the Issuer, the Trustee, nor any agent of the Issuer or the Trustee shall be affected by any notice to the contrary. All such payments so made to any such Person, or upon his order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Note or Coupon.

Section 6.4. Notes Owned by Issuer Deemed Not Outstanding.

In determining whether the Holders of the requisite aggregate principal amount of Outstanding Notes of any or all series have concurred in any direction, consent or waiver under this Indenture, Notes which are owned by the Issuer or any other obligor on the Notes with respect to which such determination is being made or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor on the Notes with respect to which such determination is being made shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Notes which the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer or any other obligor upon the Notes or any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor on the Notes. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Issuer shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Notes, if any, known by the Issuer to be owned or held by or for the account of any of the above-described Persons; and, subject to Sections 5.1 and 5.2, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Notes not listed therein are Outstanding for the purpose of any such determination.

Section 6.5. Right of Revocation of Action Taken.

At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 6.1, of the taking of any action by the Holders of the percentage in aggregate principal amount of the Notes of any or all series, as the case may be, specified in this Indenture in connection with such action, any Holder the serial number of which is shown by the evidence to be included among the serial numbers of the Notes the Holders of which have consented to such action may, by filing written notice at the Corporate Trust Office and upon proof of holding as provided in this Article, revoke such action so far as concerns such Note. Except as aforesaid any such action taken by the Holder of any Note shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Note and of any Notes issued in exchange or substitution therefor or on registration of transfer thereof, irrespective of whether or not any notation in regard thereto is made upon any such Note. Any action taken by the Holders of the percentage in aggregate principal amount of the Notes of any or all series, as the case may be, specified in this Indenture in connection with such action shall be conclusively binding upon the Issuer, the Trustee and the Holders of all the Notes affected by such action.

ARTICLE SEVEN

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 7.1. Supplemental Indentures Without Consent of Holders.

The Issuer, when authorized by a resolution of its Board of Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Officers’ Certificate), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:

(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes of one or more series any property or assets;

(b) to evidence the succession of another Person to the Issuer, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Issuer pursuant to Article Eight;

(c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of Notes or Coupons, 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 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 Notes of such series to waive such an Event of Default;

(d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make any other provisions as the Issuer may deem necessary or desirable, provided that no such action shall materially adversely affect the interests of the Holders of the Notes or Coupons;

(e) to establish the form or terms of the Notes or Additional Notes or of the Coupons appertaining to such Notes or Additional Notes; and

(f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Notes 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 5.10.

The Trustee is hereby authorized to join with the Issuer 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 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.

Any supplemental indenture authorized by the provisions of this Section may be executed without the consent of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 7.2.

Section 7.2. Supplemental Indentures With Consent of Holders.

With the consent (evidenced as provided in Article Six) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time Outstanding of all series affected by such supplemental indenture (voting as one class), the Issuer, when authorized by a resolution of its Board of Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Issuer Order), and the Trustee may, from time to time and at any time, 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 any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes of each such series or of the Coupons appertaining to such Notes; provided, that no such supplemental indenture shall (a) extend the final maturity of any Note, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof, or make the principal thereof (including any amount in respect of original issue discount) or interest thereon payable in any coin or currency other than that provided in the Notes and Coupons or in accordance with the terms thereof, or reduce the amount of the principal of an Original Issue Discount Note that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 or the amount thereof provable in bankruptcy pursuant to Section 4.2, or alter the provisions of Section 10.11 or 10.12 or impair or affect the right of any Holder to institute suit for the payment thereof or, if the Notes provide therefor, any right of repayment at the option of the Holder, in each case without the consent of the Holder of each Note so affected, or (b) reduce the aforesaid percentage of Notes of any series, the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Note so affected.

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 Notes, or which modifies the rights of Holders of Notes of such series, or of Coupons appertaining to such Notes, with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Notes of any other series or of the Coupons appertaining to such Notes.

Upon the request of the Issuer, accompanied by a copy of a resolution of the Board of Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Issuer Order) certified by the secretary or an assistant secretary of the Issuer authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of the Holders of the Notes as aforesaid and other documents, if any, required by Section 6.1, the Trustee shall join with the Issuer in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.

It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Promptly after the execution by the Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall give notice thereof (i) to the Holders of then Outstanding Registered Notes of each series affected thereby, by mailing a notice thereof by first-class mail to such Holders at their addresses as they shall appear on the Note register, (ii) if any Notes of a series affected thereby are then Outstanding, to the Holders thereof who have filed their names and addresses with the Trustee pursuant to § 313(c)(2) of the Trust Indenture Act of 1939, by mailing a notice thereof by first-class mail to such Holders at such addresses as were so furnished to the Trustee and (iii) if any Notes of a series affected thereby are then Outstanding, to all Holders thereof, by publication of a notice thereof at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York and at least once in an Authorized Newspaper in London (and, if required by Section 3.8, at least once in an Authorized Newspaper in Luxembourg), and in each case such notice shall set forth in general terms the substance of such supplemental indenture. Any failure of the Issuer to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Section 7.3. Effect of Supplemental Indenture.

Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Issuer and the Holders of Notes of each series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 7.4. Documents to Be Given to Trustee.

The Trustee, subject to the provisions of Sections 5.1 and 5.2, may receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article Seven complies with the applicable provisions of this Indenture.

Section 7.5. Notation on Notes in Respect of Supplemental Indentures.

Notes of any series authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article may bear a notation in form approved by the Trustee for such series as to any matter provided for by such supplemental indenture or as to any action taken by Holders. If the Issuer or the Trustee shall so determine, new Notes of any series so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Issuer, authenticated by the Trustee and delivered in exchange for the Notes of such series then Outstanding.

ARTICLE EIGHT

SUCCESSORS

Section 8.1. Merger, Consolidation or Sale of Assets of the Issuer.

The Issuer shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless:

(i) the Person formed by such consolidation or into which the Issuer is merged or the Person which acquires by conveyance, transfer or lease the properties and assets of the Issuer substantially as an entirety shall expressly assume, by a supplemental indenture hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and interest on all the Notes and Coupons, if any, according to their tenor, and the performance of every covenant of this Indenture on the part of the Issuer to be performed or observed;

(ii) 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 happened and be continuing;

(iii) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with; and

(iv) the Issuer has delivered to the Trustee such other documents as the Trustee may, in its discretion, reasonably require.

Section 8.2. Successor Person Substituted.

In case of any such consolidation, merger, sale, lease or conveyance, and following such an assumption by the successor Person, such successor Person shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein. Such successor Person may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession any or all of the Notes issuable hereunder which together with any Coupons appertaining thereto theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor Person, instead of the Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes together with any Coupons appertaining thereto which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Notes which such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Notes so issued together with any Coupons appertaining thereto shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof.

In case of any such consolidation, merger, sale, lease or conveyance such changes in phrasing and form (but not in substance) may be made in the Notes and Coupons thereafter to be issued as may be appropriate.

In the event of any such sale or conveyance (other than a conveyance by way of lease) the Issuer or any successor Person which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Notes the Coupons and may be liquidated and dissolved.

ARTICLE NINE

SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

Section 9.1. Satisfaction and Discharge of Indenture.

(a) If at any time (a) the Issuer shall have paid or caused to be paid the principal of and interest on all the Notes of any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Notes of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.7) as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee for cancellation all Notes of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Notes of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.7) or (c) in the case of any series of Notes where the exact or maximum amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Notes of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.4), or, in the case of any series of Notes the payments on which may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (A) the principal of and interest on all Notes of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (B) any mandatory sinking fund payments applicable to Notes of such Series on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Notes of such series; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable

hereunder by the Issuer with respect to the Notes of such series, then this Indenture with respect to the Notes of such series shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Notes of such series and of Coupons appertaining thereto and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes or Coupons, (iii) rights of Holders of Notes and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, and (v) the rights of the Holders of Notes of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them) and the Trustee, on demand of the Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to the Notes of such series and coupons appertaining thereto; provided, that the rights of Holders of the Notes and Coupons to receive amounts in respect of principal of and interest on the Notes and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Notes are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes of such series.

(b) The following provisions shall apply to the Notes of each series unless specifically otherwise provided in a Board Resolution, Officers’ Certificate or indenture supplemental hereto provided pursuant to Section 2.15. In addition to discharge of the Indenture pursuant to the next preceding paragraph, in the case of any series of Notes the exact or maximum amounts (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (a) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes of such a series and the Coupons appertaining thereto on the 91st day after the date of the deposit referred to in subparagraph (a) below, and the provisions of this Indenture with respect to the Notes of such series and Coupons appertaining thereto shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Notes of such series and of Coupons appertaining thereto and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes or Coupons, (iii) rights of Holders of Notes and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, and (v) the rights of the Holders of Notes of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them) and the Trustee, at the expense of the Issuer, shall at the Issuer’s request, execute proper instruments acknowledging the same, if

(i) with reference to this provision the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes of such series and Coupons appertaining thereto (i) cash in an amount, or (ii) in the case of any series of Notes the payments on which may only be made in Dollars, U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure the availability of cash or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (A) the principal of and interest on all Notes of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (B) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Notes of such series;

(ii) such deposit will not result in a breach or violation of, or constitute a default under, any agreement or instrument to which the Issuer is a party or by which it is bound;

(iii) the Issuer has delivered to the Trustee an Opinion of Counsel based on the fact that (x) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (y) since the date hereof, there has been a change in the applicable Federal income tax law, in either case to the effect that, and such opinion shall confirm that, the Holders of the Notes of such series and Coupons appertaining thereto will not recognize income, gain or loss for Federal income tax purposes

as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amounts, in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred;

(iv) the Issuer has delivered to the Trustee an Officers’ 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;

(v) no Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as subsections 4.1(d) and (e) are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); and

(vi) Such covenant defeasance contemplated by this provision shall not cause any Notes then listed on any registered national securities exchange under the Securities Exchange Act of 1934, as amended, to be delisted.

(c) The following provisions shall apply to the Notes of each series unless specifically otherwise provided in a Board Resolution, Officers’ Certificate or indenture supplemental hereto provided pursuant to Section 2.15. In the case of any series of Notes the exact or maximum amounts (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (a) below, the Issuer shall be released from its obligations under Sections 3.6, 3.7 and 8.1 with respect to the Notes of any such series, and any Coupons appertaining thereto, Outstanding on and after the date the conditions set forth below are satisfied (hereinafter, “covenant defeasance”). For this purpose, such covenant defeasance means that, with respect to the Outstanding Notes of any series, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in such Sections, whether directly or indirectly by reason of any reference elsewhere herein to such Sections or by reason of any reference in such Sections to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 4.1, but the remainder of this Indenture and such Notes and Coupons shall be unaffected thereby. The following shall be the conditions to application of this subsection (c) of this Section 9.1:

(i) The Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes of such series and Coupons appertaining thereto, (i) cash in an amount, or (ii) in the case of any series of Notes the payments on which may only be made in Dollars, U.S. Government Obligations maturing as to principal and interest at such times and in such amounts as will insure the availability of cash or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (A) the principal of and interest on all Notes of such series and Coupons appertaining thereto on each date that such principal and interest is due and payable and (B) any mandatory sinking fund payments applicable to such Notes on the day on which such payments are due and payable in accordance with the terms of the Indenture and the Notes of such series.

(ii) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as subsections 4.1(d) and (e) are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).

(iii) Such covenant defeasance shall not cause the Trustee to have a conflicting interest as described in § 310 of the Trust Indenture Act of 1939 with respect to any securities of the Issuer.

(iv) Such covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Issuer is a party or by which it is bound.

(v) Such covenant defeasance shall not cause any Notes then listed on any registered national securities exchange under the Securities Exchange Act of 1934, as amended, to be delisted.

(vi) The Issuer shall have delivered to the Trustee an Officers’ Certificate and Opinion of Counsel to the effect that the Holders of the Notes of such series and Coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.

(vii) The Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the covenant defeasance contemplated by this provision have been complied with.

Section 9.2. Application by Trustee of Funds Deposited for Payment of Notes.

Subject to Section 9.4, all moneys deposited with the Trustee (or other trustee) pursuant to Section 9.1 shall be held in trust and applied by it to the payment, either directly or through any paying agent (including the Issuer acting as its own paying agent), to the Holders of the particular Notes of such series and of Coupons appertaining thereto for the payment or redemption of which such moneys have been deposited with the Trustee, of all sums due and to become due thereon for principal and interest; but such money need not be segregated from other funds except to the extent required by law.

Section 9.3. Repayment of Moneys Held by Paying Agent.

In connection with the satisfaction and discharge of this Indenture with respect to Notes of any series, all moneys then held by any paying agent under the provisions of this Indenture with respect to such series of Notes shall, upon demand of the Issuer, be repaid to it or paid to the Trustee and thereupon such paying agent shall be released from all further liability with respect to such moneys.

Section 9.4. Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years.

Any moneys deposited with or paid to the Trustee or any paying agent for the payment of the principal of or interest on any Note of any series or Coupons attached thereto and not applied but remaining unclaimed for two years after the date upon which such principal or interest shall have become due and payable, shall, upon the written request of the Issuer and unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, be repaid to the Issuer by the Trustee for such series or such paying agent, and the Holder of the Notes of such series and of any Coupons appertaining thereto shall, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property laws, thereafter look only to the Issuer for any payment which such Holder may be entitled to collect, and all liability of the Trustee or any paying agent with respect to such moneys shall thereupon cease; provided, however, that the Trustee or such paying agent, before being required to make any such repayment with respect to moneys deposited with it for any payment (a) in respect of Registered Notes of any series, shall at the expense of the Issuer, mail by first-class mail to Holders of such Notes at their addresses as they shall appear on the Note register, and (b) in respect of Notes of any series, shall at the expense of the Issuer cause to be published once, in an Authorized Newspaper in the Borough of Manhattan, The City of New York and once in an Authorized Newspaper in London (and if required by Section 3.8, once in an Authorized Newspaper in Luxembourg), notice, that such moneys remain and that, after a date specified therein, which shall not be less than 30 days from the date of such mailing or publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.

Section 9.5. Indemnity for U.S. Government Obligations.

The Issuer 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 9.1 or the principal or interest received in respect of such obligations.

Section 9.6. Excess Funds.

The Trustee shall deliver to the Issuer from time to time upon Issuer Order any U.S. Government Obligations or money held by it as provided in Section 9.1 which, as expressed in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may include the applicable opinion delivered to the Trustee pursuant to Section 9.1), are then in excess of the amount thereof which then would have been required to be deposited for the purpose for which such obligations or money were deposited or received.

ARTICLE TEN

MISCELLANEOUS PROVISIONS

Section 10.1. Incorporators, Stockholders, Officers and Directors of Issuer Exempt from Individual Liability.

No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Note, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future member, manager, stockholder, officer or director, as such, of the Issuer or of any successor, either directly or through the Issuer or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Notes and the Coupons appertaining thereto by the Holders thereof and as part of the consideration for the issue of the Notes and the Coupons appertaining thereto.

Section 10.2. Provisions of Indenture for the Sole Benefit of Parties and Holders of Notes and Coupons.

Nothing in this Indenture, in the Notes or in the Coupons appertaining thereto, expressed or implied, shall give or be construed to give to any Person, other than the parties hereto and their successors and the Holders of the Notes or Coupons, if any, any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors and of the Holders of the Notes or Coupons, if any.

Section 10.3. Successors and Assigns of Issuer Bound by Indenture.

All the covenants, stipulations, promises and agreements in this Indenture contained by or in behalf of the Issuer shall bind its successors and assigns, whether so expressed or not.

Section 10.4. Notices and Demands on Issuer, Trustee and Holders of Notes and Coupons.

Any notice or communication by the Issuer or the Trustee to the other is duly given if in writing and delivered in person or mailed by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next-day delivery, to the other’s address:

If to the Issuer:

Texas Gas Transmission, LLC

3800 Frederica Street Owensboro, KY 42301

Attn: Jamie Buskill, Chief Financial Officer

Facsimile No.: (270) 668-6392

If to the Trustee:

The Bank of New York

101 Barclay Street, Floor 8W

New York, NY 10286

Attn: Corporate Trust Administration

Facsimile No.: (212) 815-5707

The Issuer or the Trustee, by notice to the other, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to the Trustee or Holder) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if sent by facsimile transmission; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next-day delivery. All notices and communications to the Trustee or Holder shall be deemed duly given and effective only upon receipt.

Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next-day delivery to its address shown on the Security Register. Any notice or communication shall also be so mailed to any Person described in Trust Indenture Act of 1939 § 313(c), to the extent required by the Trust Indenture Act of 1939. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Issuer mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

Section 10.5. Officers’ Certificates and Opinions of Counsel; Statements to Be Contained Therein.

Upon any application or demand by the Issuer to the Trustee to take any action under any of the provisions of this Indenture, the Issuer shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished.

Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall include (a) a statement that the person making such certificate or opinion has read such covenant or condition, (b) 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, (c) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an opinion as to whether or not such covenant or condition has been complied with and (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

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

Any certificate, statement or opinion of an officer of the Issuer or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants in the employ of the Issuer, unless such officer or counsel, as the case may be, knows that the certificate or opinion or representations with respect to the accounting matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous.

Any certificate or opinion of any independent firm of public accountants filed with and directed to the Trustee shall contain a statement that such firm is independent.

Section 10.6. Payments Due on Saturdays, Sundays and Holidays.

If the date of maturity of interest on or principal of the Notes of any series or any Coupons appertaining thereto or the date fixed for redemption or repayment of any such Note or Coupon shall not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption or repayment, and no interest shall accrue for the period after such date.

Section 10.7. Conflict of Any Provision of Indenture with Trust Indenture Act of 1939.

If and to the extent that any provision of this Indenture limits, qualifies or conflicts with another provision included in this Indenture by operation of § § 310 to 317, inclusive, of the Trust Indenture Act of 1939 (an “incorporated provision”), such incorporated provision shall control.

Section 10.8. New York Law to Govern.

This Indenture and each Note and Coupon shall be governed by the substantive laws of the State of New York, and shall be construed in accordance with the laws of such State.

Section 10.9. Counterparts.

This Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

Section 10.10. Effect of Headings.

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

Section 10.11. Notes in a Foreign Currency or in ECU.

affected by a particular action at the time Outstanding and, at such time, there are Outstanding Notes of any series which are denominated in a coin or currency other than Dollars (including ECUs), then the principal amount of Notes 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 as of the date of initial issuance of such Notes. For purposes of this Section 10.11, “Market Exchange Rate” as of any date shall mean the noon Dollar buying rate in New York City for cable transfers of that currency on such date as published by the Federal Reserve Bank of New York; provided, however, in the case of ECUs, “Market Exchange Rate” shall mean the rate of exchange determined by the Commission of the European Communities (or any successor thereto) as published in the Official Journal of the European Communities (such publication or any successor publication, the “Journal”). If such Market Exchange Rate is not 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 or, in the case of ECUs, the rate of exchange as published in the Journal, as of the most recent available date, or quotations or, in the case of ECUs, 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 the ECU shall be Brussels, Belgium, or such other quotations or, in the case of ECU, 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 Notes of a series denominated in a currency other than Dollars in connection with any action taken by Holders of Notes 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 10.12. Judgment Currency.

The Issuer 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 Notes 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 a final unappealable judgment is entered, unless such day is not a New York 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 New York Banking Day preceding the day on which a 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 subsection (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a legal holiday in The City of New York or a day on which banking institutions in The City of New York are authorized or required by law or executive order to close.

Section 10.13. Qualification of this Indenture.

The Issuer shall qualify this Indenture under the Trust Indenture Act of 1939 in accordance with the terms and conditions of any Registration Rights Agreements and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Issuer, the Trustee and the Holders) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Issuer any such Officers’ Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the Trust Indenture Act of 1939.

ARTICLE ELEVEN

REDEMPTION AND PREPAYMENT

Section 11.1. Notices to Trustee.

If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of Section 11.7 hereof, it shall furnish to the Trustee, at least 45 days but not more than 90 days before a redemption date (or such shorter period as allowed by the Trustee), an Officers’ Certificate setting forth (i) the applicable section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price.

Section 11.2. Selection of Notes to Be Redeemed.

If less than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed among the Holders of the Notes in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee deems fair and appropriate (and in compliance with applicable legal requirements). However, no Notes of a principal amount of $1,000 or less shall be redeemed in part, and, if a partial redemption of Notes is made with the proceeds of a public offering of common equity securities of the Issuer, selection of the Notes or portions of the Notes for redemption shall be made by the Trustee only on a proportional basis or on as nearly a proportional basis as is practicable (except as required by the procedures of DTC), unless that method is otherwise prohibited. In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the Outstanding Notes not previously called for redemption.

The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or integral multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire Outstanding amount of Notes held by such Holder, even if not an integral multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Section 11.3. Notice of Redemption.

At least 30 days but not more than 60 days prior to a redemption date, the Issuer shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at such Holder’s address appearing in the securities register maintained in respect of the Notes by the Registrar (the “ Security Register ”).

The notice shall identify the Notes to be redeemed (including the CUSIP number) and shall state:

(a) the redemption date;

(b) The appropriate calculation of the redemption price, but need not include the redemption price itself. The actual redemption price, calculated as described above, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two (2) Business Days prior to the redemption date unless clause (b) of the definition of “Comparable Treasury Price” is applicable, in which case such Officer’s Certificate should be delivered on the redemption date;

(c) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, if applicable, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note;

(d) the name and address of the Paying Agent;

(e) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(f) that, unless the Issuer defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

(g) the applicable section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(h) that no representation is made as to the correctness of the CUSIP and/or ISIN numbers, if any, listed in such notice or printed on the Notes.

At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at its expense; provided, however , that the Issuer shall have delivered to the Trustee, at least 45 days (or such shorter period allowed by the Trustee) prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such notice (in the name and at the expense of the Issuer) and setting forth the information to be stated in such notice as provided in this Section 11.3.

Section 11.4. Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 11.3 hereof, Notes called for redemption shall become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional.

Section 11.5. Deposit of Redemption Price.

On or prior to 11:00 a.m. Eastern time on the Business Day prior to any redemption date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and, if applicable, accrued and unpaid interest on all Notes to be redeemed on that date. The Trustee or the Paying Agent shall promptly, and in any event within two (2) Business Days after the redemption date, return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, and, accrued and unpaid interest, if any, on all Notes to be redeemed.

If the Issuer complies with the provisions of the preceding paragraph, on and after the redemption date, interest shall cease to accrue on Notes or portions of Notes called for purchase or redemption in accordance with Section 2.8(d) hereof, whether or not such Notes are presented for payment. If a Note is redeemed on or after a Regular Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest, if any, shall be paid to the Person in whose name such Note was registered at the close of business on such Regular Record Date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 11.6. Notes Redeemed in Part.

Upon surrender of a Note that is redeemed in part, the Issuer shall issue and, upon the Issuer’s written request, the Trustee shall authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

Section 11.7. Optional Redemption.

date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 25 basis points, plus in each case accrued interest thereon to the date of redemption.

(b) Any prepayment pursuant to this Section 11.7 shall be made pursuant to the provisions of Sections 11.1 through 11.6 hereof.

Section 11.8. Mandatory Redemption.

The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to, or offers to purchase, the Notes.

[Signatures on following page]

SIGNATURES

Dated as of May 28, 2003.

I SSUER :

TEXAS GAS TRANSMISSION, LLC

By:		/s/ H. Dean Jones II
		Name: H. Dean Jones II
		Title: President

T RUSTEE :

THE BANK OF NEW YORK

By:		/s/ Robert A. Massimillo
		Name: Robert A. Massimillo
		Title: Vice President

EXHIBIT A

(Face of Note)

4.600% NOTES DUE 2015

CUSIP

No.

TEXAS GAS TRANSMISSION, LLC

promises to pay to CEDE & CO., INC. or its registered assigns, the principal sum of Dollars ($ ) on , 2015.

Interest Payment Dates: June 1 and December 1, commencing December 1, 2003.

Record Dates: May 15 and November 15.

A-1

IN WITNESS WHEREOF, the Issuer has caused this Note to be signed by its duly authorized officer.

TEXAS GAS TRANSMISSION, LLC

By:
		Name:
		Title:

This is one of the [Global]

Notes referred to in the

within-mentioned Indenture:

THE BANK OF NEW YORK
as Trustee

By:
		Authorized Signatory

Dated:[ ], 20[ ]

A-2

(Back of Note)

4.600% NOTES DUE 2015

[THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING ITS NOTE IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE “RESALE RESTRICTION TERMINATION DATE”), OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A INSIDE THE UNITED STATES, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY, THE TRUSTEE AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY THIS TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.]

[THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

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THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. Interest . Texas Gas Transmission, LLC, a Delaware limited liability company (the “ Issuer ”), promises to pay interest on the principal amount of this Note at 4.600% per annum until maturity and shall pay Additional Interest, if any, as provided in the Registration Rights Agreement relating to these Notes. The Issuer shall pay interest semi-annually in arrears in cash on June 1 and December 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “ Interest Payment Date ”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 28, 2003; provided, however , that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided , further , that the first Interest Payment Date shall be December 1, 2003. The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time at a rate that is 1% per annum in excess of the interest rate then in effect under the Indenture and this Note; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods), from time to time at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

2. Method of Payment . The Issuer shall pay interest on the Notes (except defaulted interest) to the Persons in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on May 15 or November 15 preceding the Interest Payment Date, even if such Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes shall be payable as to principal, premium, if any, and interest at the office or agency of the Issuer maintained for such purpose, or, at the option of the Issuer, payment of interest may be made by check mailed to the Holders at their addresses set forth in the Security Register; provided , however , that payment by wire transfer of immediately available funds shall be required with respect to principal of and interest and premium, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuer or the Paying Agent. Such payment shall be 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.

3. Paying Agent and Registrar . Initially, The Bank of New York, the Trustee under the Indenture, shall act as Paying Agent and Registrar. The Issuer may change any Paying Agent or Registrar without notice to any Holder. The Issuer or any of its Subsidiaries may act in any such capacity.

4. Indenture . The Issuer issued the Notes under an Indenture, dated as of May 28, 2003 (“ Indenture ”), among the Issuer and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

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5. Optional Redemption.

(a) The Notes will be redeemable as a whole or in part, at the option of the Issuer at any time at a redemption price equal to the greater of (i) 100% of the principal amount of such Notes and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, as defined in the Indenture, plus 25 basis points, plus in each case accrued interest thereon to the date of redemption.

(b) Any prepayment pursuant to this paragraph shall be made pursuant to the provisions of Sections 11.1 through 11.6 of the Indenture.

6. Mandatory Redemption . The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

7. Notice of Redemption . Notices of redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in integral multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest shall cease to accrue on Notes or portions thereof called for redemption.

8. Denominations, Transfer, Exchange . The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. This Note shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed hereon and the aggregate principal amount of Notes represented hereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuer need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

9. Persons Deemed Owners . The registered Holder of a Note may be treated as its owner for all purposes.

10. Amendment, Supplement and Waiver . Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any then Outstanding, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Section 4.10 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, interest, if any, on the Notes and (ii) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment) or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then Outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of any Holder, the Issuer and the Trustee may amend or supplement the Indenture or the Notes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes of one or more series any property or assets; (b) to evidence the succession of another Person to the Issuer, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Issuer pursuant to Article Eight of the Indenture; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of Notes or Coupons, 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 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

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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 Notes of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make any other provisions as the Issuer may deem necessary or desirable, provided that no such action shall materially adversely affect the interests of the Holders of the Notes or Coupons; (e) to establish the form or terms of the Notes or Additional Notes or of the Coupons appertaining to such Notes or Additional Notes; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Notes 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 5.10 of the Indenture.

11. Defaults and Remedies . Each of the following constitutes an Event of Default with respect to the Notes: default in the payment of any installment of interest upon any of the Notes of such series as and when the same shall become due and payable, and continuance of such default for a period of 30 days; or default in the payment of all or any part of the principal on any of the Notes of such series as and when the same shall become due and payable either at maturity, upon any redemption, by declaration or otherwise; or default in the performance, or breach, of any covenant or warranty of the Issuer in respect of the Notes of such series (other than a covenant or warranty in respect of the Notes of such series a default in whose performance or whose breach is elsewhere in this Section specifically dealt with) and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Notes of all series affected thereby, 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 either (1) default in payment of any Indebtedness of the Issuer or any Subsidiary of the Issuer within any applicable grace period after final maturity or (2) the acceleration of Indebtedness of the Issuer or any Subsidiary of the Issuer by the holders thereof because of a default and, in either case, the total amount of the Indebtedness unpaid or accelerated exceeds $25 million, or the entry of a decree or order by a court having jurisdiction in the premises adjudging the Issuer a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization arrangement, adjustment or composition of or in respect of the Issuer under the federal bankruptcy law or any other applicable federal or state law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Issuer or for any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or the institution by the Issuer of proceedings to be adjudicated a bankrupt or insolvent or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the federal bankruptcy law or any other applicable federal or state law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Issuer or for any substantial part of its property, or the making by it of any general assignment for the benefit of creditors; any other Event of Default provided in the supplemental indenture under which such series of Notes is issued or in the form of Note for such series;

provided , however , that the occurrence of any of the events described in the foregoing clause (c) or (g) of Section 4.1 of the Indenture shall not constitute an Event of Default if such occurrence is the result of changes in generally accepted accounting principles as recognized by the American Institute of Certified Public Accountants at the date as of which this Indenture is executed and a certificate to such effect is delivered to the Trustee by the Issuer’s independent public accountants

If an Event of Default described in clauses (a), (b), (c), (d) or (g) of Section 4.1 of the Indenture (if the Event of Default under clause (c) or (g) of Section 4.1 of the Indenture, as the case may be, is with respect to less than all series of Notes then Outstanding) occurs and is continuing, then, and in each and every such case, except for any series of Notes the principal of which shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes of each such affected series then Outstanding hereunder (voting as a single class) by notice in writing to the Issuer (and to the Trustee if given by Noteholders), may declare the entire principal (or, if the Notes of any such affected series are Original Issue Discount Notes, such portion of the principal amount as may be specified in the terms of such series) of all Notes of all such affected series, and the interest accrued thereon, if any, to be due and payable immediately, and upon any

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such declaration, the same shall become immediately due and payable. If an Event of Default described in clause (c) or (g) of Section 4.1 of the Indenture (if the Event of Default under clause (c) or (g) of Section 4.1 of the Indenture, as the case may be, is with respect to all series of Notes then Outstanding), (e) or (f) of Section 4.1 of the Indenture occurs and is continuing, then and in each and every such case, unless the principal of all the Notes shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of all the Notes then Outstanding hereunder (treated as one class), by notice in writing to the Issuer (and to the Trustee if given by Noteholders), may declare the entire principal (or, if any Notes are Original Issue Discount Notes, such portion of the principal as may be specified in the terms thereof) of all the Notes then Outstanding, and interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable.

The foregoing provisions, however, are subject to the condition that if, at any time after the principal (or, if the Notes are Original Issue Discount Notes, such portion of the principal as may be specified in the terms thereof) of the Notes of any series (or of all the Notes, as the case may be) shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Notes of such series (or of all the Notes, as the case may be) and the principal of any and all Notes of each such series (or of all the Notes, as the case may be) which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Notes) specified in the Notes of each such series (or at the respective rates of interest or yields to maturity of all the Notes, as the case may be) to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Trustee and each predecessor Trustee and their agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith, and if any and all Events of Default under this Indenture, other than the non-payment of the principal of Notes which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein—then and in every such case the Holders of a majority in aggregate principal amount of all the Notes of each such series, or of all the Notes, in each case voting as a single class, then Outstanding, by written notice to the Issuer and to the Trustee, may waive all defaults with respect to each such series (or with respect to all the Notes, as the case may be) and rescind and annul such declaration and its consequences, but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.

12. Trustee Dealings with Issuer . Subject to certain limitations, the Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it would have if it were not Trustee.

13. No Recourse Against Others . No past, present or future director, officer, employee, incorporator or stockholder of the Issuer, as such, shall have any liability for any obligations of the Issuer under the Indenture, the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability.

14. Authentication . This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

15. Abbreviations . Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with

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right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

16. Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes . In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes that are Initial Notes shall have all the rights set forth in the Registration Rights Agreement, dated as of May 28, 2003, among the Issuer and the parties named on the signature pages thereto or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes shall have the rights set forth in one or more Registration Rights Agreements, if any, among the Issuer and the other parties thereto, relating to rights given by the Issuer to the purchasers of such Additional Notes.

17. CUSIP Numbers . Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption or notices of offers to purchase as a convenience to Holders. No representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption or notice of an offer to purchase and reliance may be placed only on the other identification numbers printed thereon and any such redemption or offer to purchase shall not be affected by any defect in or omission of such numbers.

The Issuer shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: Texas Gas Transmission, LLC, 3800 Frederica Street, Owensboro, KY 42301, Attn: Jamie Buskill, Chief Financial Officer.

18. Governing Law . The internal law of the State of New York shall govern and be used to construe this Note without giving effect to applicable principals of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.

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Assignment Form

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to

(Insert assignee’s social security or other tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.

Date:

		Your Signature:
		(Sign exactly as your name appears on the face of this Note)

		Signature Guarantee:

		Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange

Amount of

decrease in

Principal Amount

of this Global Note

Amount of increase

in Principal Amount

of this Global Note

Principal Amount

of this Global Note
following such

decrease (or

increase)

Signature of
authorized signatory of
Trustee or

Note Custodian

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EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Texas Gas Transmission, LLC

3800 Frederica Street

Owensboro, KY 42301

New York, NY 10021-8087

Attn: Jamie Buskill, Chief Financial Officer

The Bank of New York

101 Barclay Street, Floor 8W

New York, NY 10286

Attn: Corporate Trust Administration

Facsimile No.: (212) 815-5707

Re: 4.600% Notes due 2015

Reference is hereby made to the Indenture, dated as of May 28, 2003 (the “ Indenture ”), among Texas Gas Transmission, LLC, as issuer (the “ Issuer ”) and The Bank of New York, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

, (the “ Transferor ”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $ in such Note[s] or interests (the “ Transfer ”), to (the “ Transferee ”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. ¨ Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “ Securities Act ”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

2. ¨ Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(a) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the

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Distribution Compliance Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note, the Temporary Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

3. ¨ Check and complete if Transferee will take delivery of a Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a) ¨ such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

(b) ¨ such Transfer is being effected to the Issuer or a Subsidiary thereof;

(c) ¨ such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act.

4. ¨ Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

(a) ¨ Check if Transfer is pursuant to Rule 144 . (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b) ¨ Check if Transfer is Pursuant to Regulation S . (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(c) ¨ Check if Transfer is Pursuant to Other Exemption . (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be

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subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.


[Insert Name of Transferor]

By:
		Name:
		Title:

Dated:

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ANNEX A TO CERTIFICATE OF TRANSFER

1.	The Transferor owns and proposes to transfer the following:

	[CHECK ONE OF (a) OR (b)]

(a)	¨	a beneficial interest in the:

(i)	¨	144A Global Note (CUSIP ), or

(ii)	¨	Regulation S Global Note (CUSIP ), or

(b)	¨	a Restricted Definitive Note.

2.	After the Transfer the Transferee will hold:

	[CHECK ONE OF (a), (b) OR (c)]

(a)	¨	a beneficial interest in the:

(i)	¨	144A Global Note (CUSIP ), or

(ii)	¨	Regulation S Global Note (CUSIP ), or

(iii)	¨	Unrestricted Global Note (CUSIP ); or

(b)	¨	a Restricted Definitive Note; or

(c)	¨	an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

B-4

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Texas Gas Transmission, LLC

TGT Pipeline, LLC

3800 Frederica Street

Owensboro, KY 42301

New York, NY 10021-8087

Attn: Jamie Buskill, Chief Financial Officer

The Bank of New York

101 Barclay Street, Floor 8W

New York, NY 10286

Attn: Corporate Trust Administration

Facsimile No.: (212) 815-5707

Re: 4.600% Notes due 2015

, (the “ Owner ”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “ Exchange ”). In connection with the Exchange, the Owner hereby certifies that:

1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

(a) ¨ Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note . In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Note and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “ Securities Act ”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(b) ¨ Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note . In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Note and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(c) ¨ Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a

C-1

beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(d) ¨ Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes

(a) ¨ Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note . In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

(b) ¨ Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CIRCLE ONE] 144A Global Note, Regulation S Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Definitive Note and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

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This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

[Insert Name of Transferor]

By:
		Name:
		Title:

Dated:

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Exhibit 3.6

TGT PIPELINE, LLC.

$185,000,000

5.200% NOTES DUE 2018

INDENTURE

Dated as of May 28, 2003

THE BANK OF NEW YORK,

as Trustee

TABLE OF CONTENTS

		Page
ARTICLE ONE	DEFINITIONS AND INCORPORATION BY REFERENCE	1

Section 1.1.	Definitions	1

Section 1.2.	Other Definitions	8

Section 1.3.	Incorporation by Reference of Trust Indenture Act	8

Section 1.4.	Rules of Construction	8

ARTICLE TWO	THE NOTES	9

Section 2.1.	Form and Dating	9

Section 2.2.	Execution and Authentication	10

Section 2.3.	Registrar and Paying Agent	10

Section 2.4.	Paying Agent to Hold Money in Trust	10

Section 2.5.	Holder Lists	11

Section 2.6.	Transfer and Exchange	11

Section 2.7.	Replacement Notes	21

Section 2.8.	Outstanding Notes	22

Section 2.9.	Treasury Notes	22

Section 2.10.	Temporary Notes	22

Section 2.11.	Cancellation	22

Section 2.12.	Defaulted Interest.	23

Section 2.13.	CUSIP or ISIN Numbers	23

Section 2.14.	Additional Interest.	23

Section 2.15.	Issuance of Additional Notes.	23

Section 2.16.	Record Date.	24

ARTICLE THREE	COVENANTS OF THE ISSUER	24

Section 3.1.	Payment of Principal and Interest	24

Section 3.2.	Appointment to Fill a Vacancy in Office of Trustee.	24

Section 3.3.	Written Statement to Trustee.	24

Section 3.4.	Limitations upon Liens	24

Section 3.5.	Limitation on Sale and Leaseback Transactions	27

Section 3.6.	Luxembourg Publications	27

Section 3.7.	Holders Lists	28

Section 3.8.	Reports by the Issuer	28

Section 3.9.	Reports by the Trustee	28

ARTICLE FOUR	DEFAULTS AND REMEDIES	28

Section 4.1.	Event of Default Defined; Acceleration of Maturity; Waiver of Default	28

Section 4.2.	Collection of Indebtedness by Trustee; Trustee May Prove Debt	30

TABLE OF CONTENTS

(continued)

		Page
Section 4.3.	Application of Proceeds	31

Section 4.4.	Suits for Enforcement	32

Section 4.5.	Restoration of Rights on Abandonment of Proceedings	32

Section 4.6.	Limitations on Suits by Holders	32

Section 4.7.	Unconditional Right of Holders to Institute Certain Suits	33

Section 4.8.	Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default	33

Section 4.9.	Control by Holders of Notes	33

Section 4.10.	Waiver of Past Defaults	34

Section 4.11.	Trustee to Give Notice of Default, But May Withhold in Certain Circumstances	34

Section 4.12.	Right of Court to Require Filing of Undertaking to Pay Costs	34

ARTICLE FIVE	CONCERNING THE TRUSTEE	35

Section 5.1.	Duties and Responsibilities of the Trustee; During Default; Prior to Default	35

Section 5.2.	Certain Rights of Trustee	36

Section 5.3.	Trustee Not Responsible for Recitals, Disposition of Notes or Applications of Proceeds Thereof	37

Section 5.4.	Trustee and Agents May Hold Notes or Coupons; Collections, etc.	37

Section 5.5.	Moneys Held by Trustee	37

Section 5.6.	Compensation and Indemnification of Trustee and Its Prior Claim	37

Section 5.7.	Right of Trustee to Rely on Officers’ Certificate	38

Section 5.8.	Persons Eligible for Appointment as Trustee	38

Section 5.9.	Resignation and Removal; Appointment of Successor Trustee	38

Section 5.10.	Acceptance and Appointment of Successor Trustee	39

Section 5.11.	Merger, Conversion, Consolidation or Succession to Business of Trustee	40

Section 5.12.	Appointment of Authenticating Agent	40

ARTICLE SIX	CONCERNING THE HOLDERS	41

Section 6.1.	Evidence of Action Taken by Holders	41

Section 6.2.	Proof of Execution of Instruments and of Holding of Notes	41

Section 6.3.	Holders to be Treated as Owners	42

Section 6.4.	Notes Owned by Issuer Deemed Not Outstanding	42

Section 6.5.	Right of Revocation of Action Taken	42

ARTICLE SEVEN	CONSOLIDATION, MERGER, SALE OR CONVEYANCE	43

Section 7.1.	Supplemental Indentures Without Consent of Holders	43

TABLE OF CONTENTS

(continued)

		Page
Section 7.2.	Supplemental Indentures With Consent of Holders	44

Section 7.3.	Effect of Supplemental Indenture	45

Section 7.4.	Documents to Be Given to Trustee	45

Section 7.5.	Notation on Notes in Respect of Supplemental Indentures	45

ARTICLE EIGHT	SUCCESSORS	45

Section 8.1.	Merger, Consolidation or Sale of Assets of the Issuer	45

Section 8.2.	Successor Person Substituted	46

ARTICLE NINE	SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS	46

Section 9.1.	Satisfaction and Discharge of Indenture	46

Section 9.2.	Application by Trustee of Funds Deposited for Payment of Notes	49

Section 9.3.	Repayment of Moneys Held by Paying Agent	49

Section 9.4.	Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years	49

Section 9.5.	Indemnity for U.S. Government Obligations	50

Section 9.6.	Excess Funds	50

ARTICLE TEN	MISCELLANEOUS PROVISIONS	50

Section 10.1.	Incorporators, Stockholders, Officers and Directors of Issuer Exempt from Individual Liability	50

Section 10.2.	Provisions of Indenture for the Sole Benefit of Parties and Holders of Notes and Coupons	50

Section 10.3.	Successors and Assigns of Issuer Bound by Indenture	50

Section 10.4.	Notices and Demands on Issuer, Trustee and Holders of Notes and Coupons	50

Section 10.5.	Officers’ Certificates and Opinions of Counsel; Statements to Be Contained Therein	51

Section 10.6.	Payments Due on Saturdays, Sundays and Holidays	52

Section 10.7.	Conflict of Any Provision of Indenture with Trust Indenture Act of 1939	52

Section 10.8.	New York Law to Govern	52

Section 10.9.	Counterparts	52

Section 10.10.	Effect of Headings	52

Section 10.11.	Notes in a Foreign Currency or in ECU	53

Section 10.12.	Judgment Currency	53

Section 10.13.	Qualification of this Indenture.	53

ARTICLE ELEVEN	REDEMPTION AND PREPAYMENT	54

Section 11.1.	Notices to Trustee	54

iii

TABLE OF CONTENTS

(continued)

		Page
Section 11.2.	Selection of Notes to Be Redeemed	54

Section 11.3.	Notice of Redemption	54

Section 11.4.	Effect of Notice of Redemption	55

Section 11.5.	Deposit of Redemption Price	55

Section 11.6.	Notes Redeemed in Part	55

Section 11.7.	Optional Redemption.	56

Section 11.8.	Mandatory Redemption	56

This INDENTURE, dated as of May 28, 2003, is entered into between TGT Pipeline, LLC, a Delaware limited liability company (the “ Issuer ”) and The Bank of New York, a New York banking corporation, as Trustee (the “ Trustee ”).

The Issuer and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the 5.200% Notes due 2018 (the “ Notes ”):

ARTICLE ONE

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1. Definitions.