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                                                                     EXHIBIT 4.2


                                                                  EXECUTION COPY



                          REGISTRATION RIGHTS AGREEMENT


                                   dated as of


                                  July 3, 2002


                                      among


                   TRANSCONTINENTAL GAS PIPE LINE CORPORATION


                                       and


                            SALOMON SMITH BARNEY INC.

       on behalf of itself and the Initial Purchasers listed on Schedule I


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                          REGISTRATION RIGHTS AGREEMENT


         THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made and
entered into as of July 3, 2002 , by and among TRANSCONTINENTAL GAS PIPE LINE
CORPORATION (the "COMPANY"), a corporation duly organized and existing under the
laws of the State of Delaware, and Salomon Smith Barney Inc., acting on behalf
of itself and the several initial purchasers listed on Schedule I hereto, (the
"INITIAL PURCHASERS").

         This Agreement is made pursuant to the Purchase Agreement dated June
28, 2002, by and among the Company and the Initial Purchasers (the "PURCHASE
AGREEMENT"), which provides for the sale by the Company to the Initial
Purchasers of $325,000,000 principal amount of its 8.875% Notes due 2012 (the
"SECURITIES"). The Notes are to be issued pursuant to the provisions of an
Indenture dated as of July 3, 2002 (as amended, supplemented or otherwise
modified from time to time, the "INDENTURE") by and among the Company and
Citibank, N.A., as trustee (the "TRUSTEE").

         In order to induce the Initial Purchasers to enter into the Purchase
Agreement, the Company has agreed to provide to each Initial Purchaser and its
direct and indirect transferees the registration rights with respect to the
Securities set forth in this Agreement. The execution of this Agreement is a
condition to the closing under the Purchase Agreement.

         In consideration of the foregoing, the parties hereto agree as follows:

         1. Definitions.

         As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

         "1933 ACT" shall mean the Securities Act of 1933, as amended from time
to time.

         "1934 ACT" shall mean the Securities Exchange Act of 1934, as amended
from time to time.

         "AGREEMENT" shall have the meaning set forth in the preamble.

         "BUSINESS DAY" shall have the meaning set forth in Rule 13e-4(a)(3)
under the 1934 Act.


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         "CLOSING DATE" shall mean the Closing Date as defined in the Purchase
Agreement.

         "COMPANY" shall have the meaning set forth in the preamble and shall
also include the Company's successors.

         "EXCHANGE DATES" shall have the meaning set forth in Section 2(a)(ii).

         "EXCHANGE OFFER" shall mean the exchange offer by the Company of
Exchange Securities for all Securities that are Registrable Securities pursuant
to Section 2(a) hereof.

         "EXCHANGE OFFER REGISTRATION" shall mean a registration under the 1933
Act effected pursuant to Section 2(a) hereof.

         "EXCHANGE OFFER REGISTRATION STATEMENT" shall mean a registration
statement on Form S-4 (or, if applicable, on another appropriate form) relating
to an offering of Exchange Securities pursuant to an Exchange Offer and all
amendments and supplements to such registration statement, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

         "EXCHANGE SECURITIES" shall mean any securities issued by the Company
to be offered to Holders in exchange for Securities (pursuant to the Exchange
Offer or otherwise) pursuant to an Exchange Offer Registration Statement
containing terms identical to the Securities for which they are exchanged except
that (i) interest thereon shall accrue from the last date on which interest was
paid on the Securities or, if no such interest has been paid, from the date of
issuance of the Securities and (ii) the Exchange Securities will not contain the
legend appearing on the face of the Securities in the form recited in the
Indenture and will not contain terms with respect to transfer restrictions.

         "HOLDER" shall mean each Initial Purchaser, for so long as it owns any
Registrable Securities, and each of its successors, assigns and direct and
indirect transferees who become registered owners of Registrable Securities
under the Indenture; provided that for purposes of Sections 4 and 5 of this
Agreement, the term "Holder" shall include Participating Broker-Dealers (as
defined in Section 4(a)).

         "INDEMNIFIED PARTY" shall have the meaning set forth in Section 5(c).

         "INDEMNIFYING PARTY" shall have the meaning set forth in Section 5(c).

         "INDENTURE" shall have the meaning set forth in the preamble.


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         "INITIAL PURCHASERS" shall have the meaning set forth in the preamble.

         "LIQUIDATED DAMAGES" shall have the meaning set forth in Section 2(e).

         "MAJORITY HOLDERS" shall mean the Holders of a majority of the
aggregate principal amount of outstanding Registrable Securities; provided that,
for purposes of Section 6(b), whenever the consent or approval of Holders of a
specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company or any of its affiliates (as such
term is defined in Rule 405 under the 1933 Act)(other than the Initial
Purchasers or subsequent Holders of Registrable Securities if such subsequent
Holders are deemed to be such affiliates solely by reason of their holding of
such Registrable Securities) shall not be considered outstanding and shall not
be counted in determining whether such consent or approval was given by the
Holders of such required percentage or amount.

         "PARTICIPANT" shall have the meaning set forth in Section 5(a).

         "PARTICIPATING BROKER-DEALER" shall have the meaning set forth in
Section 4(a) hereof.

         "PERSON" shall mean an individual, partnership, limited liability
company, corporation, trust or unincorporated organization, or a government or
agency or political subdivision thereof.

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

         "PURCHASE AGREEMENT" shall have the meaning set forth in the preamble.

         "REGISTRABLE SECURITIES" shall mean the Securities; provided, however,
that the Securities shall cease to be Registrable Securities when (i) a
Registration Statement with respect to such Securities shall have been declared
effective under the 1933 Act and such Securities shall have been exchanged for
Exchange Securities pursuant to an Exchange Offer Registration Statement or
disposed of pursuant to a Shelf Registration Statement, as applicable, (ii) such
Securities have been sold to the public pursuant to Rule 144 under the 1933 Act
or are saleable pursuant to Rule 144(k)(or any similar


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provision then in force, but not Rule 144A) under the 1933 Act or (iii) such
Securities shall have ceased to be outstanding.

         "REGISTRATION DEFAULT" shall have the meaning set forth in Section
2(e).

         "REGISTRATION EXPENSES" shall mean any and all expenses incident to
performance of or compliance by the Company with this Agreement, including
without limitation: (i) all SEC, stock exchange or National Association of
Securities Dealers, Inc. registration and filing fees, (ii) all fees and
expenses incurred in connection with compliance with state securities or blue
sky laws (including reasonable fees and disbursements of counsel for any
underwriters or Holders in connection with blue sky qualification of any of the
Exchange Securities or Registrable Securities), (iii) all expenses of any Person
in preparing or assisting in preparing, word processing, printing and
distributing any Registration Statement, any Prospectus, any amendments or
supplements thereto, any underwriting agreements, securities sales agreements
and other documents relating to the performance of and compliance with this
Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating
to the qualification of the Indenture under applicable securities laws, (vi) the
fees and disbursements of the Trustee and its counsel, (vii) the fees and
disbursements of counsel for the Company and, in the case of a Shelf
Registration Statement, the reasonable fees and disbursements of one counsel for
the Holders (which counsel shall be selected by the Majority Holders and which
counsel may also be counsel for the Initial Purchasers) and (viii) the fees and
disbursements of the independent public accountants of the Company, including
the expenses of any special audits or "cold comfort" letters required by or
incident to such performance and compliance, but excluding fees of counsel to
the Underwriters (other than the fees and expenses set forth in clause (ii)
above) and the Holders and underwriting discounts and commissions and transfer
taxes, if any, relating to the sale or disposition of Registrable Securities by
a Holder.

         "REGISTRATION STATEMENT" shall mean any registration statement of the
Company that covers any of the Exchange Securities or the Registrable Securities
pursuant to the provisions of this Agreement and all amendments and supplements
to any such Registration Statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

         "SEC" shall mean the Securities and Exchange Commission.

         "SECURITIES" shall have the meaning set forth in the preamble.

         "SHELF REGISTRATION" shall mean a registration effected pursuant to
Section 2(b) hereof.


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         "SHELF REGISTRATION STATEMENT" shall mean a "shelf" registration
statement of the Company pursuant to the provisions of Section 2(b) of this
Agreement which covers all of the Registrable Securities (but no other
securities unless approved by the Holders of a majority of the aggregate
principal amount of outstanding Registrable Securities that are covered by such
Shelf Registration Statement) on an appropriate form under Rule 415 under the
1933 Act, or any similar rule that may be adopted by the SEC, and all amendments
and supplements to such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.

         "TIA" shall have the meaning set forth in Section 3(1) hereof.

         "TRUSTEE" shall have the meaning set forth in the preamble.

         "UNDERWRITER" shall have the meaning set forth in Section 3 hereof.

         "UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING" shall mean a
registration in which Registrable Securities are sold to an Underwriter for
reoffering to the public.

         2. Registration under the 1933 Act.

                  (a) To the extent not prohibited by any applicable law or
         applicable interpretation of the Staff of the SEC, the Company shall
         (1) cause to be filed an Exchange Offer Registration Statement within
         75 days following the Closing Date covering the offer by the Company to
         the Holders to exchange all of the Registrable Securities for an equal
         aggregate principal amount of Exchange Securities and (2) use its
         reasonable best efforts to cause such Exchange Offer Registration
         Statement to become effective within 120 days following the Closing
         Date. The Company shall use its reasonable best efforts to have the
         Exchange Offer Registration Statement remain effective until the
         closing of the Exchange Offer. The Company shall commence the Exchange
         Offer promptly after the Exchange Offer Registration Statement has been
         declared effective by the SEC and use its reasonable best efforts to
         have the Exchange Offer consummated not later than 60 days after such
         effective date. The Company shall commence the Exchange Offer by
         mailing the related exchange offer Prospectus and accompanying
         documents to each Holder stating, in addition to such other disclosures
         as are required by applicable law:

                           (i) that the Exchange Offer is being made pursuant to
                  this Registration Rights Agreement and that all Registrable
                  Securities validly tendered will be accepted for exchange;


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                          (ii) the dates of acceptance for exchange (which shall
                  be a period of at least 20 Business Days from the date such
                  notice is mailed) (the "Exchange Dates");

                         (iii) that any Registrable Security not tendered will
                  remain outstanding and continue to accrue interest, but will
                  not retain any rights under this Agreement;

                          (iv) that Holders electing to have a Registrable
                  Security exchanged pursuant to the Exchange Offer will be
                  required to surrender such Registrable Security, together with
                  the enclosed letters of transmittal, to the institution and at
                  the address specified in the notice prior to the close of
                  business on the last Exchange Date; and

                           (v) that Holders will be entitled to withdraw their
                  election, not later than the close of business on the last
                  Exchange Date, by sending to the institution and at the
                  address (located in the Borough of Manhattan, The City of New
                  York) specified in the notice, a telegram, telex, facsimile
                  transmission or letter setting forth the name of such Holder,
                  the principal amount of Registrable Securities delivered for
                  exchange and a statement that such Holder is withdrawing his
                  election to have such Registrable Securities exchanged.

                  As soon as practicable after the last Exchange Date, the
         Company shall:

                                    (A) accept for exchange Registrable
                           Securities or portions thereof tendered and not
                           validly withdrawn pursuant to the Exchange Offer; and

                                    (B) deliver, or cause to be delivered, to
                           the Trustee for cancellation all Registrable
                           Securities or portions thereof so accepted for
                           exchange by the Company and issue, and cause the
                           Trustee to promptly authenticate and mail to each
                           Holder, an Exchange Security equal in aggregate
                           principal amount to the aggregate principal amount of
                           the Registrable Securities surrendered by such
                           Holder.

                  The Company shall use its reasonable best efforts to complete
         the Exchange Offer as provided above and shall comply with the
         applicable requirements of the 1933 Act, the 1934 Act and other
         applicable laws and


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         regulations in connection with the Exchange Offer. The Exchange Offer
         shall not be subject to any conditions, other than that the Exchange
         Offer does not violate applicable law or any applicable interpretation
         of the Staff of the SEC. The Company shall inform the Initial
         Purchasers of the names and addresses of the Holders to whom the
         Exchange Offer is made, and the Initial Purchasers shall have the
         right, subject to applicable law, to contact such Holders and otherwise
         facilitate the tender of Registrable Securities in the Exchange Offer.

                  If, during the period the Exchange Offer Registration
         Statement is effective, an event occurs which makes any statement made
         in such Exchange Offer Registration Statement or the related Prospectus
         untrue in any material respect or which requires the making of any
         changes in such Exchange Offer Registration Statement or Prospectus in
         order to make the statements therein not misleading, the Company shall
         use its reasonable best efforts to prepare and file with the SEC a
         supplement or post-effective amendment to the Exchange Offer
         Registration Statement or the related Prospectus or any document
         incorporated therein by reference or file any other required document
         so that, as thereafter delivered to the purchasers of the Registrable
         Securities, such Prospectus will not contain any untrue statement of a
         material fact or omit to state a material fact necessary to make the
         statements therein, in light of the circumstances under which they were
         made, not misleading. The Company agrees to notify the Holders to
         suspend the exchange of the Registrable Securities as promptly as
         practicable after the occurrence of such an event, and the Holders
         hereby agree to suspend such exchange until the Company has amended or
         supplemented the Prospectus to correct such misstatement or omission.

                  (b) If (i) the Company determines that the Exchange Offer
         Registration provided for in Section 2(a) above is not available or may
         not be consummated as soon as practicable after the last Exchange Date
         because it would violate applicable law or the applicable
         interpretations of the Staff of the SEC, (ii) the Exchange Offer is not
         for any other reason consummated within 180 days following the Closing
         Date or (iii) in the written opinion of counsel for the Holders a Shelf
         Registration Statement must be filed and a Prospectus must be delivered
         by any Holder in connection with any reoffering or resale of
         Registrable Securities, the Company shall (x) file with the SEC within
         75 days following such determination, date or notice of such opinion of
         counsel is given to the Company a Shelf Registration Statement
         providing for the resale by the Holders (other than those who fail to
         comply with the paragraph immediately following clause (p) of Section
         3) of all of their Registrable Securities and (y) use its reasonable
         best efforts to cause such Shelf Registration Statement to become
         effective within 60 days thereafter. If the Company is required to file
         a


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         Shelf Registration Statement solely as a result of the matters referred
         to in clause (iii) of the preceding sentence, the Company shall use its
         reasonable best efforts to file and have declared effective by the SEC
         both an Exchange Offer Registration Statement pursuant to Section 2(a)
         with respect to all Registrable Securities and a Shelf Registration
         Statement (which may be a combined Registration Statement with the
         Exchange Offer Registration Statement) with respect to reoffers and
         resales of Registrable Securities held by the Holders who must deliver
         the related Prospectus. The Company agrees to use its reasonable best
         efforts to keep the Shelf Registration Statement continuously effective
         until the expiration of the period referred to in Rule 144(k) with
         respect to the Registrable Securities or such shorter period that will
         terminate when all of the Registrable Securities covered by the Shelf
         Registration Statement have been sold pursuant to the Shelf
         Registration Statement or cease to be Registrable Securities within the
         meaning of this Agreement. The Company further agrees to supplement or
         amend the Shelf Registration Statement if required by the rules,
         regulations or instructions applicable to the registration form used by
         the Company for such Shelf Registration Statement or by the 1933 Act or
         by any other rules and regulations thereunder for shelf registration or
         if reasonably requested by a Holder with respect to information
         relating to such Holder, and to use its reasonable best efforts to
         cause any such amendment to become effective and such Shelf
         Registration Statement to become usable as soon as thereafter
         practicable. The Company agrees to furnish to the Holders of
         Registrable Securities copies of any such supplement or amendment
         promptly after its being used or filed with the SEC.

                  (c) The Company shall pay all Registration Expenses in
         connection with the registration pursuant to Section 2(a) or Section
         2(b). Each Holder shall pay all underwriting discounts, if any, and
         commissions and transfer taxes, if any, relating to the sale or
         disposition of such Holder's Registrable Securities pursuant to a Shelf
         Registration Statement.

                  (d) An Exchange Offer Registration Statement pursuant to
         Section 2(a) hereof or a Shelf Registration Statement pursuant to
         Section 2(b) hereof will not be deemed to have become effective unless
         it has been declared effective by the SEC; provided, however, that, if,
         after it has been declared effective, the offering of Registrable
         Securities pursuant to a Shelf Registration Statement is interfered
         with by any stop order, injunction or other order or requirement of the
         SEC or any other governmental agency or court, such Registration
         Statement will be deemed not to have become effective during the period
         of such interference until the offering of Registrable Securities
         pursuant to such Registration Statement may legally resume.


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                  (e) The Company and the Initial Purchasers agree that the
         Holders will suffer damages if the Company fails to fulfill its
         obligations under Section 2(a) or Section 2(b) hereof and that it would
         not be feasible to ascertain the extent of such damages with precision.
         Accordingly, the Company agrees that if:

                           (i) the Exchange Offer Registration Statement is not
                  filed with the SEC on or prior to the 75th day following the
                  Closing Date,

                           (ii) the Exchange Offer Registration Statement is not
                  declared effective on or prior to the 120th day following the
                  Closing Date,

                           (iii) the Exchange Offer is not completed on or prior
                  to the 180th day following the Closing Date, or

                          (iv) the Shelf Registration Statement is required to
                  be filed but is not filed or declared effective within the
                  time period set forth herein or is declared effective but
                  thereafter ceases to be effective or usable prior to the
                  expiration of the period referred to in Rule 144(k) with
                  respect to the Registrable Securities other than after the
                  Registrable Securities have been disposed of under the Shelf
                  Registration Statement or cease to be Registrable Securities,
                  without being succeeded within two Business Days by a
                  post-effective amendment which cures the failure and that is
                  itself immediately declared effective,

         (each such event referred to in clauses (i) through (iv) a
         "REGISTRATION DEFAULT"), liquidated damages ("LIQUIDATED DAMAGES") will
         accrue on the affected Registrable Securities and the affected Exchange
         Securities, as applicable. The rate of Liquidated Damages will be 0.25%
         per annum of the principal amount of Registrable Securities held by
         such Holder for the first 90-day period immediately following the
         occurrence of a Registration Default, increasing to 0.50% per annum
         thereafter, from and including the date on which any such Registration
         Default shall occur to, but excluding, the earlier of (1) the date on
         which all Registration Defaults have been cured or (2) the date on
         which all the Registrable Securities and Exchange Securities otherwise
         become freely transferable by Holders other than affiliates of the
         Securities without further registration under the 1933 Act.

                  Notwithstanding the foregoing, (1) the amount of Liquidated
         Damages payable shall not increase because more than one Registration
         Default has occurred and is pending and (2) a Holder of Registrable
         Securities or Exchange


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         Securities who is not entitled to the benefits of the Shelf
         Registration Statement (i.e., such Holder has not elected to including
         information) shall not be entitled to Liquidated Damages with respect
         to a Registration Default that pertains to the Shelf Registration
         Statement.

                  (f) The Company shall notify the Trustee within one Business
         Day after each date on which an event occurs in respect of which
         Liquidated Damages are required to be paid. Any amounts of Liquidated
         Damages due pursuant to this Section 2 will be payable in addition to
         any other interest payable from time to time with respect to the
         Registrable Securities in cash semi-annually on the interest payment
         dates specified in the Indenture (to the holders of record as specified
         in the Indenture), commencing with the first such interest payment date
         occurring after any such Liquidated Damages commence to accrue. The
         amount of Liquidated Damages will be determined in a manner consistent
         with the calculation of interest under the Indenture.

                  (g) Without limiting the remedies available to the Holders,
         the Company acknowledges that any failure by the Company to comply with
         its obligations under Section 2(a) and Section 2(b) hereof may result
         in material irreparable injury to the Holders for which there is no
         adequate remedy at law, that it will not be possible to measure damages
         for such injuries precisely and that, in the event of any such failure,
         the Initial Purchasers or any Holder may obtain such relief as may be
         required to specifically enforce the Company's obligations under
         Section 2(a) and Section 2(b) hereof.

         3. Registration Procedures.

         In connection with the obligations of the Company with respect to the
Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the
Company shall as expeditiously as possible (provided, however, that the Company
shall not be required to take actions more promptly than required by Sections
2(a) and 2(b)):

                  (a) prepare and file with the SEC a Registration Statement on
         the appropriate form under the 1933 Act, which form shall (x) be
         selected by the Company, (y) in the case of a Shelf Registration, be
         available for the sale of the Registrable Securities by the selling
         Holders thereof and (z) comply as to form in all material respects with
         the applicable requirements of the 1933 Act and rules and regulations
         promulgated thereunder and include all financial statements required by
         the SEC to be filed therewith, and use reasonable best efforts to cause
         such Registration Statement to become effective and remain effective in
         accordance with Section 2 hereof;


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                  (b) prepare and file with the SEC such amendments and
         post-effective amendments to each Registration Statement as may be
         necessary to keep such Registration Statement effective for the
         applicable period and cause each Prospectus to be supplemented by any
         required prospectus supplement and, as so supplemented, to be filed
         pursuant to Rule 424 under the 1933 Act; and keep each Prospectus
         current during the period described under Section 4(3) and Rule 174
         under the 1933 Act that is applicable to transactions by brokers or
         dealers with respect to the Registrable Securities or Exchange
         Securities;

                  (c) in the case of a Shelf Registration, furnish to each
         Holder of Registrable Securities, to counsel for the Initial Purchasers
         and to counsel for the Holders and to each Underwriter of an
         Underwritten Offering of Registrable Securities, if any, without
         charge, as many copies of each Prospectus, including each preliminary
         Prospectus and any amendment or supplement thereto and such other
         documents as such Holder or Underwriter may reasonably request, in
         order to facilitate the public sale or other disposition of the
         Registrable Securities; and, subject to Section 3(i), the Company
         consents to the use of such Prospectus and any amendment or supplement
         thereto in accordance with applicable law by each of the selling
         Holders of Registrable Securities and any such Underwriters in
         connection with the offering and sale of the Registrable Securities
         covered by and in the manner described in such Prospectus or any
         amendment or supplement thereto in accordance with applicable law;

                  (d) use its reasonable best efforts to register or qualify the
         Registrable Securities under all applicable state securities or blue
         sky laws of such jurisdictions as any Holder of Registrable Securities
         covered by a Registration Statement shall reasonably request in writing
         by the time the applicable Registration Statement is declared effective
         by the SEC, and to cooperate with such Holders in connection with any
         filings required to be made with the National Association of Securities
         Dealers, Inc. and do any and all other acts and things which may be
         reasonably necessary or advisable to enable such Holder to consummate
         the disposition in each such jurisdiction of such Registrable
         Securities owned by such Holder; provided, however, that the Company
         shall not be required to (i) qualify as a foreign corporation or as a
         dealer in securities in any jurisdiction where it would not otherwise
         be required to qualify but for this Section 3(d), (ii) file any general
         consent to service of process or (iii) subject itself to taxation in
         any such jurisdiction if it is not so subject;

                  (e) in the case of a Shelf Registration, notify each Holder of
         Registrable Securities, counsel for the Holders and counsel for the
         Initial


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         Purchasers (or, if applicable, separate counsel for the Holders)
         promptly and, if requested by any such Holder or counsel, confirm such
         advice in writing, (i) when a Registration Statement has become
         effective and when any post-effective amendment thereto has been filed
         and becomes effective, (ii) of any request by the SEC or any state
         securities authority for amendments and supplements to a Registration
         Statement and Prospectus or for additional information after the
         Registration Statement has become effective, (iii) of the issuance by
         the SEC or any state securities authority of any stop order suspending
         the effectiveness of a Registration Statement or the initiation of any
         proceedings for that purpose, (iv) if, between the effective date of a
         Registration Statement and the closing of any sale of Registrable
         Securities covered thereby, the representations and warranties of the
         Company contained in any underwriting agreement, securities sales
         agreement or other similar agreement, if any, relating to the offering
         cease to be true and correct in all material respects or if the Company
         receives any notification with respect to the suspension of the
         qualification of the Registrable Securities for sale in any
         jurisdiction or the initiation of any proceeding for such purpose, (v)
         of the happening of any event during the period a Shelf Registration
         Statement is effective which makes any statement made in such Shelf
         Registration Statement or the related Prospectus untrue in any material
         respect or which requires the making of any changes in such
         Registration Statement or Prospectus in order to make the statements
         therein not misleading and (vi) of any determination by the Company
         that a post-effective amendment to a Registration Statement would be
         appropriate;

                  (f) use its reasonable best efforts to obtain the withdrawal
         of any order suspending the effectiveness of a Registration Statement
         at the earliest possible moment and provide immediate notice to each
         Holder of the withdrawal of any such order;

                  (g) in the case of a Shelf Registration, furnish to each
         Holder of Registrable Securities, without charge, at least one
         conformed copy of each Registration Statement and any post-effective
         amendment thereto (without documents incorporated therein by reference
         or exhibits thereto, unless requested);

                  (h) in the case of a Shelf Registration, cooperate with the
         selling Holders of Registrable Securities to facilitate the timely
         preparation and delivery of certificates representing Registrable
         Securities to be sold and not bearing any restrictive legends (unless
         required by applicable securities laws) and enable such Registrable
         Securities to be in such denominations (consistent with the provisions
         of the Indenture) and registered in such names as the selling Holders


                                       13
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         may reasonably request at least two Business Days prior to the closing
         of any sale of Registrable Securities;

                  (i) in the case of a Shelf Registration, upon the occurrence
         of any event contemplated by Section 3(e)(v) hereof, use its reasonable
         best efforts to prepare and file with the SEC a supplement or
         post-effective amendment to a Registration Statement or the related
         Prospectus or any document incorporated therein by reference or file
         any other required document so that, as thereafter delivered to the
         purchasers of the Registrable Securities, such Prospectus will not
         contain any untrue statement of a material fact or omit to state a
         material fact necessary to make the statements therein, in the light of
         the circumstances under which they were made, not misleading. The
         Company agrees to notify the Holders to suspend use of the Prospectus
         as promptly as practicable after the occurrence of such an event, and
         the Holders hereby agree to suspend use of the Prospectus until the
         Company has amended or supplemented the Prospectus to correct such
         misstatement or omission and has furnished copies of the amended or
         supplemented Prospectus to the Holders or until the Company notifies
         the Holders that the sale of the Registrable Securities may be resumed;

                  (j) a reasonable time prior to the filing of any Registration
         Statement, any Prospectus, any amendment to a Registration Statement or
         amendment or supplement to a Prospectus, or any document which is to be
         incorporated by reference into a Registration Statement or Prospectus
         after the initial filing of a Registration Statement, provide copies of
         such document to the Initial Purchasers and their counsel (and, in the
         case of a Shelf Registration Statement, the Holders and their counsel)
         and make such of the representatives of the Company as shall be
         reasonably requested by the Initial Purchasers or their counsel (and,
         in the case of a Shelf Registration Statement, the Holders or their
         counsel) available for discussion of such document, and shall not at
         any time file or make any amendment to the Shelf Registration
         Statement, any Prospectus or any amendment of or supplement to a Shelf
         Registration Statement or a Prospectus or any document which is to be
         incorporated by reference into a Registration Statement or a
         Prospectus, of which the Initial Purchasers and their counsel (and, in
         the case of a Shelf Registration Statement, the Holders or their
         counsel) shall not have previously been advised and furnished a copy or
         to which the Initial Purchasers or their counsel (and, in the case of a
         Shelf Registration Statement, the Holders or their counsel) shall
         reasonably object;

                  (k) obtain a CUSIP number for all Exchange Securities or
         Registrable Securities, as the case may be, not later than the
         effective date of the applicable Registration Statement;


                                       14
<PAGE>


                  (l) cause the Indenture to be qualified under the Trust
         Indenture Act of 1939, as amended (the "TIA"), in connection with the
         registration of the Exchange Securities or Registrable Securities, as
         the case may be, and cooperate with the Trustee and the Holders to
         effect such changes to the Indenture as may be required for the
         Indenture to be so qualified in accordance with the terms of the TIA
         and execute, and use commercially reasonable best efforts to cause the
         Trustee to execute, all documents as may be required to effect such
         changes and all other forms and documents required to be filed with the
         SEC to enable the Indenture to be so qualified in a timely manner;

                  (m) in the case of a Shelf Registration, make available for
         inspection by a representative of the Holders of the Registrable
         Securities, any Underwriter participating in any disposition pursuant
         to such Shelf Registration Statement, and attorneys and accountants
         designated by the Holders, at reasonable times and in a reasonable
         manner, all financial and other records, pertinent documents and
         properties of the Company, and cause the respective officers, directors
         and employees of the Company to supply all information reasonably
         requested by any such representative, Underwriter, attorney or
         accountant in connection with a Shelf Registration Statement, in each
         case that would customarily be reviewed or examined in connection with
         "due diligence" review of the Company;

                  (n) use its reasonable best efforts to cause the Exchange
         Securities to continue to be rated by two nationally recognized
         statistical rating organizations (as such term is defined in Rule
         436(g)(2) under the 1933 Act), if the Registrable Securities have been
         rated;

                  (o) if reasonably requested by any Holder of Registrable
         Securities covered by a Registration Statement, (i) promptly
         incorporate in a Prospectus supplement or post-effective amendment such
         information with respect to such Holder as such Holder reasonably
         requests to be included therein and (ii) make all required filings of
         such Prospectus supplement or such post-effective amendment as soon as
         reasonably practicable after the Company has received notification of
         the matters to be incorporated in such filing; and

                  (p) in the case of a Shelf Registration, enter into such
         customary agreements and take all such other actions in connection
         therewith (including those reasonably requested by the Holders of a
         majority of the Registrable Securities being sold thereunder) in order
         to expedite or facilitate the disposition of such Registrable
         Securities thereunder including, but not limited to, pursuant to an
         Underwritten Offering and in such connection, (i) to the


                                       15
<PAGE>


         extent possible, make such representations and warranties to the
         Holders and any Underwriters of such Registrable Securities with
         respect to the business of the Company and its subsidiaries, the
         Registration Statement, Prospectus and documents incorporated by
         reference or deemed incorporated by reference, if any, in each case, in
         form, substance and scope as are customarily made by issuers to
         underwriters in underwritten offerings and confirm the same if and when
         requested, (ii) obtain opinions of counsel to the Company (which
         counsel and opinions, in form, scope and substance, shall be reasonably
         satisfactory to the Holders of a majority in principal amount of the
         Registrable Securities being sold under such Shelf Registration
         Statement, such Underwriters and their respective counsel) addressed to
         each selling Holder and Underwriter of Registrable Securities, covering
         the matters customarily covered in opinions requested in underwritten
         offerings, (iii) obtain "cold comfort" letters from the independent
         certified public accountants of the Company (and, if necessary, any
         other certified public accountant of any subsidiary of the Company, or
         of any business acquired by the Company for which financial statements
         and financial data are or are required to be included in the
         Registration Statement) addressed to each selling Holder and
         Underwriter of Registrable Securities, such letters to be in customary
         form and covering matters of the type customarily covered in "cold
         comfort" letters in connection with underwritten offerings, and (iv)
         deliver such documents and certificates as may be reasonably requested
         by the Holders of a majority in principal amount of the Registrable
         Securities being sold under such Shelf Registration Statement or by the
         Underwriters, and which are customarily delivered in underwritten
         offerings, to evidence the continued validity of the representations
         and warranties of the Company made pursuant to clause (i) above and to
         evidence compliance with any customary conditions contained in an
         underwriting agreement.

                  In the case of a Shelf Registration Statement, the Company may
         require each Holder of Registrable Securities to furnish to the Company
         such information regarding the Holder and the proposed distribution by
         such Holder of such Registrable Securities as the Company may from time
         to time reasonably request in writing. No Holder of Registrable
         Securities may include its Registrable Securities in such Shelf
         Registration Statement unless and until such Holder furnishes such
         information to the Company. Each Holder including Registrable
         Securities in a Shelf Registration Statement shall agree to furnish
         promptly to the Company all information regarding such Holder and the
         proposed distribution by such Holder of such Registrable Securities
         required to make the information previously furnished to the Company by
         such Holder not materially misleading.


                                       16
<PAGE>


                  In connection with an Exchange Offer Registration, each Holder
         exchanging Securities for Exchange Securities shall be required to
         represent that (i) the Exchange Securities are being obtained in the
         ordinary course of business of the Person receiving such Exchange
         Securities, whether or not such Person is a Holder, (ii) neither such
         Holder nor any such other Person has an arrangement or understanding
         with any Person to participate in the distribution of Exchange
         Securities, (iii) other than as set forth in Section 4, if the Holder
         is not a broker-dealer, or is a broker-dealer but will not receive
         Exchange Securities for its own account in exchange for Securities,
         neither the Holder nor any such other Person is engaged in or intends
         to participate in a distribution of the Exchange Securities and (iv)
         neither the Holder nor any such other Person is an "affiliate" of the
         Company within the meaning of Rule 405 under the Securities Act or, if
         such Person is an "affiliate", that such Holder will comply with the
         registration and prospectus delivery requirements of the Securities Act
         to the extent applicable.

                  In the case of a Shelf Registration Statement, each Holder
         agrees that, upon receipt of any notice from the Company of the
         happening of any event of the kind described in Section 3(e)(v) hereof,
         such Holder will forthwith discontinue disposition of Registrable
         Securities pursuant to a Registration Statement until such Holder's
         receipt of the copies of the supplemented or amended Prospectus
         contemplated by Section 3(i) hereof, and, if so directed by the
         Company, such Holder will destroy or deliver to the Company (at its
         expense) all copies in its possession, other than permanent file copies
         then in such Holder's possession, of the Prospectus covering such
         Registrable Securities current at the time of receipt of such notice.

                  If the Company shall give any such notice to suspend the
         disposition of Registrable Securities pursuant to a Registration
         Statement, the Company shall extend the period during which the
         Registration Statement shall be maintained effective pursuant to this
         Agreement by the number of days during the period from and including
         the date of the giving of such notice to and including the date when
         the Holders shall have received copies of the supplemented or amended
         Prospectus necessary to resume such dispositions. The Company may give
         such notice so long as there are no more than 90 days during any 365
         day period in which such suspensions are in effect.

                  The Holders of Registrable Securities covered by a Shelf
         Registration Statement who desire to do so may sell such Registrable
         Securities in an Underwritten Offering. In any such Underwritten
         Offering, the investment banker or investment bankers and manager or
         managers (the "Underwriters") that will administer the offering will be
         selected by the Majority Holders of the


                                       17
<PAGE>


         Registrable Securities included in such offering, provided that such
         Underwriters shall be reasonably acceptable to the Company.

         4. Participation of Broker-Dealers in Exchange Offer.

                  (a) The parties hereto understand that the Staff of the SEC
         has taken the position that any broker-dealer that receives Exchange
         Securities for its own account in the Exchange Offer in exchange for
         Securities that were acquired by such broker-dealer as a result of
         market-making or other trading activities (a "Participating
         Broker-Dealer"), may be deemed to be an "underwriter" within the
         meaning of the 1933 Act and must deliver a prospectus meeting the
         requirements of the 1933 Act in connection with any resale of such
         Exchange Securities.

                  The Company understands that it is currently the Staff's
         position that if the Prospectus contained in the Exchange Offer
         Registration Statement includes a plan of distribution containing a
         statement to the above effect and the means by which Participating
         Broker-Dealers may resell the Exchange Securities, without naming the
         Participating Broker-Dealers or specifying the amount of Exchange
         Securities owned by them, such Prospectus may be delivered by
         Participating Broker-Dealers to satisfy their prospectus delivery
         obligation under the 1933 Act in connection with resales of Exchange
         Securities for their own accounts, so long as the Prospectus otherwise
         meets the requirements of the 1933 Act.

                  (b) In light of the above, notwithstanding the other
         provisions of this Agreement, the Company agrees that the provisions of
         this Agreement as they relate to a Shelf Registration shall also apply
         to an Exchange Offer Registration to the extent, and with such
         reasonable modifications thereto as may be, reasonably requested by the
         Initial Purchasers or by one or more Participating Broker-Dealers, in
         each case as provided in clause (ii) below, in order to expedite or
         facilitate the disposition of any Exchange Securities by Participating
         Broker-Dealers consistent with the positions of the Staff recited in
         Section 4(a) above; provided that:

                           (i) the Company shall not be required to amend or
                  supplement the Prospectus contained in the Exchange Offer
                  Registration Statement, as would otherwise be contemplated by
                  Section 3(i), for a period exceeding 180 days after the last
                  Exchange Date (as such period may be extended pursuant to the
                  penultimate paragraph of Section 3 of this Agreement) and
                  Participating Broker-Dealers shall not be authorized by the
                  Company to deliver and shall not


                                       18
<PAGE>


                  deliver such Prospectus after such period in connection with
                  the resales contemplated by this Section 4; and

                          (ii) the application of the Shelf Registration
                  procedures set forth in Section 3 of this Agreement to an
                  Exchange Offer Registration, to the extent not required by the
                  positions of the Staff of the SEC or the 1933 Act and the
                  rules and regulations thereunder, will be in conformity with
                  the reasonable request in writing to the Company by the
                  Initial Purchasers or with the reasonable request in writing
                  to the Company by one or more broker-dealers who certify to
                  the Initial Purchasers and the Company in writing that they
                  anticipate that they will be Participating Broker-Dealers; and
                  provided further that, in connection with such application of
                  the Shelf Registration procedures set forth in Section 3 to an
                  Exchange Offer Registration, the Company shall be obligated
                  (x) to deal only with one entity representing the
                  Participating Broker-Dealers, which shall be Salomon Smith
                  Barney Inc. unless it elects not to act as such
                  representative, (y) to pay the fees and expenses of only one
                  counsel representing the Participating Broker-Dealers, which
                  shall be counsel to the Initial Purchasers unless such counsel
                  elects not to so act and (z) to cause to be delivered only
                  one, if any, "cold comfort" letter with respect to the
                  Prospectus in the form existing on the last Exchange Date and
                  with respect to each subsequent amendment or supplement, if
                  any, effected during the period specified in clause (i) above.

                  (c) The Initial Purchasers shall have no liability to the
         Company, other than as Holders in accordance with the terms hereof, or
         to any other Holder with respect to any request that they may make
         pursuant to Section 4(b) above.

         5. Indemnification and Contribution.

                  (a) The Company agrees to indemnify and hold harmless the
         Initial Purchasers, each Holder and each Person, if any, who controls
         the Initial Purchasers or any Holder within the meaning of either
         Section 15 of the 1933 Act or Section 20 of the 1934 Act, or is under
         common control with, or is controlled by, the Initial Purchasers or any
         Holder (each, a "Participant"), from and against all losses, claims,
         damages and liabilities (including, without limitation, any legal fees
         or other expenses reasonably incurred by a Participant in connection
         with defending or investigating any such action or claim) caused by any
         untrue statement or alleged untrue statement of a material fact
         contained in any Registration Statement (or any amendment thereto)
         pursuant to which


                                       19
<PAGE>


         Exchange Securities or Registrable Securities were registered under the
         1933 Act, including all documents incorporated therein by reference, or
         caused by any omission or alleged omission to state therein a material
         fact required to be stated therein or necessary to make the statements
         therein not misleading, or caused by any untrue statement or alleged
         untrue statement of a material fact contained in any Prospectus (as
         amended or supplemented if the Company shall have furnished any
         amendments or supplements thereto) forming a part of such Registration
         Statement, or caused by any omission or alleged omission to state
         therein a material fact necessary to make the statements therein in
         light of the circumstances under which they were made not misleading,
         except insofar as such losses, claims, damages or liabilities are
         caused by any such untrue statement or omission or alleged untrue
         statement or omission based upon and in conformity with information
         relating to the Initial Purchasers or any Holder furnished to the
         Company in writing by the Initial Purchasers or any selling Holder
         expressly for use therein; provided that the foregoing indemnity with
         respect to any Prospectus shall not inure to the benefit of any Holder
         from whom the Person asserting any such losses, claims, damages or
         liabilities purchased Securities, or any Person controlling such
         Holder, if a copy of the final Prospectus (as then amended or
         supplemented if the Company shall have furnished any amendments or
         supplements thereto) was not sent by, or delivered on behalf of, such
         Holder to such Person at or prior to the written confirmation of the
         sale of the Securities to such Person, if the final Prospectus (as so
         amended or supplemented) would have cured the defect giving rise to
         such loss, claim, damage or liability. In connection with any
         Underwritten Offering permitted by Section 3, the Company will also
         enter into an underwriting agreement pursuant to which the Company will
         agree to indemnify the Underwriters, if any, selling brokers, dealers
         and similar securities industry professionals participating in such
         Underwritten Offering, their officers and directors and each Person who
         controls such Persons (within the meaning of either Section 15 of the
         1933 Act or Section 20 of the 1934 Act) to the same extent as provided
         above with respect to the indemnification of the Holders, if requested
         in connection with any Registration Statement for such Underwritten
         Offering.

                  (b) Each Holder agrees, severally and not jointly, to
         indemnify and hold harmless the Company, the Initial Purchasers and the
         other selling Holders, and each of their respective directors and
         officers who sign the Registration Statement and each Person, if any,
         who controls the Company, the Initial Purchasers and any other selling
         Holder within the meaning of either Section 15 of the 1933 Act or
         Section 20 of the 1934 Act to the same extent as the foregoing
         indemnity from the Company to the Initial Purchasers and the Holders
         pursuant to Section 5(a), but only with reference to information
         relating to such Holder furnished to the Company in writing by such


                                       20
<PAGE>


         Holder expressly for use in any Registration Statement (or any
         amendment thereto) or any Prospectus (or any amendment or supplement
         thereto).

                  (c) In case any proceeding (including any governmental
         investigation) shall be instituted involving any Person in respect of
         which indemnity may be sought pursuant to either paragraph (a) or
         paragraph (b) above, such Person (the "INDEMNIFIED PARTY") shall
         promptly notify the Person against whom such indemnity may be sought
         (the "INDEMNIFYING PARTY") in writing, but the failure to so promptly
         notify the Indemnifying Party shall not negate the obligation to so
         indemnify such Indemnified Party unless the Indemnifying Party is
         materially prejudiced by such delay, and the Indemnifying Party, upon
         request of the Indemnified Party, shall retain counsel reasonably
         satisfactory to the Indemnified Party to represent the Indemnified
         Party and any others the Indemnifying Party may designate in such
         proceeding and shall pay the fees and expenses of such counsel related
         to such proceeding. In any such proceeding, any Indemnified Party shall
         have the right to retain its own counsel, but the fees and expenses of
         such counsel shall be at the expense of such Indemnified Party unless
         (i) the Indemnifying Party and the Indemnified Party shall have
         mutually agreed to the retention of such counsel or (ii) the named
         parties to any such proceeding (including any impleaded parties)
         include both the Indemnifying Party and the Indemnified Party and, in
         the opinion of counsel to the Indemnifying Party, representation of
         both parties by the same counsel would be inappropriate due to actual
         or potential differing interests between them. It is understood that
         the Indemnifying Party shall not, in connection with any proceeding or
         related proceedings in the same jurisdiction, be liable for (a) the
         fees and expenses of more than one separate firm (in addition to any
         local counsel) for the Initial Purchasers and all Persons, if any, who
         control the Initial Purchasers within the meaning of either Section 15
         of the 1933 Act or Section 20 of the 1934 Act, (b) the fees and
         expenses of more than one separate firm (in addition to any local
         counsel) for the Company, its directors, its officers who sign the
         Registration Statement and each Person, if any, who controls the
         Company within the meaning of either such Section and (c) the fees and
         expenses of more than one separate firm (in addition to any local
         counsel) for all Holders and all Persons, if any, who control any
         Holders within the meaning of either such Section, and that all such
         fees and expenses shall be reimbursed as they are incurred. In such
         case involving the Initial Purchasers and Persons who control the
         Initial Purchasers, such firm shall be designated in writing by the
         Initial Purchasers. In such case involving the Holders and such Persons
         who control Holders, such firm shall be designated in writing by the
         Majority Holders. In all other cases, such firm shall be designated by
         the Company. The Indemnifying Party shall not be liable for any
         settlement of any proceeding


                                       21
<PAGE>


         effected without its written consent but, if settled with such consent
         or if there be a final judgment for the plaintiff, the Indemnifying
         Party agrees to indemnify the Indemnified Party from and against any
         loss or liability by reason of such settlement or judgment. No
         Indemnifying Party shall, without the prior written consent of the
         Indemnified Party, effect any settlement of any pending or threatened
         proceeding in respect of which such Indemnified Party is or could have
         been a party and indemnity could have been sought hereunder by such
         Indemnified Party, unless such settlement includes an unconditional
         release of such Indemnified Party from all liability on claims that are
         the subject matter of such proceeding.

                  (d) If the indemnification provided for in paragraph (a) or
         paragraph (b) of this Section 5 is unavailable to an Indemnified Party
         or insufficient in respect of any losses, claims, damages or
         liabilities, then each Indemnifying Party under such paragraph, in lieu
         of indemnifying such Indemnified Party thereunder, shall contribute to
         the amount paid or payable by such Indemnified Party as a result of
         such losses, claims, damages or liabilities in such proportion as is
         appropriate to reflect the relative fault of the Indemnifying Party or
         parties on the one hand and of the Indemnified Party or parties on the
         other hand in connection with the statements or omissions that resulted
         in such losses, claims, damages or liabilities, as well as any other
         relevant equitable considerations. The relative fault of the Company
         and the Holders shall be determined by reference to, among other
         things, whether the untrue or alleged untrue statement of a material
         fact or the omission or alleged omission to state a material fact
         relates to information supplied by the Company or by the Holders and
         the parties' relative intent, knowledge, access to information and
         opportunity to correct or prevent such statement or omission. The
         Holders' respective obligations to contribute pursuant to this Section
         5(d) are several in proportion to the respective principal amount of
         Registrable Securities of the applicable Holder that were registered
         pursuant to a Registration Statement.

                  (e) The Company and each Holder agree that it would not be
         just or equitable if contribution pursuant to this Section 5(d) were
         determined by pro rata allocation or by any other method of allocation
         that does not take account of the equitable considerations referred to
         in Section 5(d) above. The amount paid or payable by an Indemnified
         Party as a result of the losses, claims, damages and liabilities
         referred to in Section 5(d) above shall be deemed to include, subject
         to the limitations set forth above, any legal or other expenses
         reasonably incurred by such Indemnified Party in connection with
         investigating or defending any such action or claim. Notwithstanding
         the provisions of this Section 5, no Holder shall be required to
         indemnify or contribute any amount in excess of the amount by which the
         total price at which Registrable Securities


                                       22
<PAGE>


         were sold by such Holder exceeds the amount of any damages that such
         Holder has otherwise been required to pay by reason of such untrue or
         alleged untrue statement or omission or alleged omission. No Person
         guilty of fraudulent misrepresentation (within the meaning of Section
         11(f) of the 1933 Act) shall be entitled to contribution from any
         Person who was not guilty of such fraudulent misrepresentation. The
         remedies provided for in this Section 5 are not exclusive and shall not
         limit any rights or remedies which may otherwise be available to any
         Indemnified Party at law or in equity.

                  The indemnity and contribution provisions contained in this
         Section 5 shall remain operative and in full force and effect
         regardless of (i) any termination of this Agreement, (ii) any
         investigation made by or on behalf of the Initial Purchasers, any
         Holder or any Person controlling the Initial Purchasers or any Holder,
         or by or on behalf of the Company, its officers or directors or any
         Person controlling the Company, (iii) acceptance of any of the Exchange
         Securities and (iv) any sale of Registrable Securities pursuant to a
         Shelf Registration Statement.

         6. Miscellaneous.

                  (a) No Inconsistent Agreements. The Company has not entered
         into, and on or after the date of this Agreement will not enter into,
         any agreement which is inconsistent with the rights granted to the
         Holders of Registrable Securities in this Agreement or otherwise
         conflicts with the provisions hereof. The rights granted to the Holders
         hereunder do not in any way conflict with and are not inconsistent with
         the rights granted to the holders of the Company's other issued and
         outstanding securities under any such agreements.

                  (b) Amendments and Waivers. The provisions of this Agreement,
         including the provisions of this sentence, may not be amended, modified
         or supplemented, and waivers or consents to departures from the
         provisions hereof may not be given unless the Company has obtained the
         written consent of Holders of at least a majority in aggregate
         principal amount of the outstanding Registrable Securities affected by
         such amendment, modification, supplement, waiver or consent; provided,
         however, that no amendment, modification, supplement, waiver or consent
         to any departure from the provisions of Section 5 hereof or this
         paragraph (b) shall be effective as against any Holder of Registrable
         Securities unless consented to in writing by such Holder.


                                       23
<PAGE>


                  (c) Notices. All notices and other communications provided for
         or permitted hereunder shall be made in writing by hand-delivery,
         registered first-class mail, telex, telecopier, or any courier
         guaranteeing overnight delivery (i) if to a Holder, at the most current
         address given by such Holder to the Company by means of a notice given
         in accordance with the provisions of this Section 6(c), which address
         initially is, with respect to the Initial Purchasers, the address set
         forth in the Purchase Agreement; and (ii) if to the Company, initially
         at the Company's address set forth in the Purchase Agreement and
         thereafter at such other address, notice of which is given in
         accordance with the provisions of this Section 6(c).

                  All such notices and communications 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 pre-paid,
         if mailed; when answered back, if telexed; when receipt is
         acknowledged, if telecopied; and on the next Business Day if timely
         delivered to an air courier guaranteeing overnight delivery.

                  Copies of all such notices, demands, or other communications
         shall be concurrently delivered by the Person giving the same to the
         Trustee, at the address specified in the Indenture.

                  (d) Successors and Assigns. This Agreement shall inure to the
         benefit of, and be binding upon, the successors, assigns and
         transferees of each of the parties, including, without limitation and
         without the need for an express assignment, subsequent Holders of
         Registrable Securities; provided that nothing herein shall be deemed to
         permit any assignment, transfer or other disposition of Registrable
         Securities in violation of the terms of the Securities and the Purchase
         Agreement. If any transferee of any Holder shall acquire Registrable
         Securities, in any manner, whether by operation of law or otherwise,
         such Registrable Securities shall be held subject to all of the terms
         of this Agreement, and by taking and holding such Registrable
         Securities such Person shall be conclusively deemed to have agreed to
         be bound by and to perform all of the terms and provisions of this
         Agreement and such Person shall be entitled to receive the benefits
         hereof. The Initial Purchasers shall have no liability or obligation to
         the Company with respect to any failure by a Holder to comply with, or
         any breach by any other Holder of, any of the obligations of such
         Holder under this Agreement.

                  (e) Purchases and Sales of Securities. The Company shall not,
         and shall use its reasonable best efforts to cause its affiliates (as
         defined in Rule 405


                                       24
<PAGE>


         under the 1933 Act) not to, purchase and then resell or otherwise
         transfer any Securities.

                  (f) Third Party Beneficiary. Each Holder shall be a third
         party beneficiary to the agreements made hereunder between the Company,
         on the one hand, and the Initial Purchasers, on the other hand, shall
         be bound by all of the terms and provisions of this Agreement and shall
         have the right to enforce such agreements directly to the extent it
         deems such enforcement necessary or advisable to protect its rights or
         the rights of Holders hereunder.

                  (g) Counterparts. This Agreement may be executed in any number
         of counterparts and by the parties hereto in separate counterparts,
         each of which when so executed shall be deemed to be an original and
         all of which taken together shall constitute one and the same
         agreement.

                  (h) Headings. The headings in this Agreement are for
         convenience of reference only and shall not limit or otherwise affect
         the meaning hereof.

                  (i) Governing Law This Agreement shall be governed by the laws
         of the State of New York.

                  (j) Severability. In the event that any one or more of the
         provisions contained herein, or the application thereof in any
         circumstance, is held invalid, illegal or unenforceable the validity,
         legality and enforceability of any such provision in every other
         respect and of the remaining provisions contained herein shall not be
         affected or impaired thereby.


                                       25
<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


                                           TRANSCONTINENTAL GAS PIPELINE
                                           CORPORATION


                                           By: /s/ Jeffrey P. Heinrichs
                                               ------------------------
                                               Name: Jeffrey P. Heinrichs
                                               Title: Treasurer



Confirmed and accepted as of
the date first above written:

SALOMON SMITH BARNEY INC.
         on behalf of itself and the
         several Managers listed
         on Schedule I hereto


By: /s/ James Hanson
    -----------------------------------
    Name: James Hanson
    Title: Vice President



                                       26
<PAGE>


                                   SCHEDULE I




Initial Purchasers

Salomon Smith Barney Inc.
ABN AMRO Incorporated.
Banc of America Securities LLC
Commerzbank Capital Markets Corp.
Credit Lyonnais Securities (USA) Inc.
Credit Suisse First Boston Corporation
J.P. Morgan Securities Inc.
The Royal Bank of Scotalnd plc.
Scotia Capital (USA) Inc.
UBS Warburg LLC
Banc One Capital Markets, Inc.
Barclays Capital Inc.
Mizuho International plc.
TD Securities (USA) Inc.


                                       27