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REGISTRATION RIGHTS AGREEMENT




dated as of




April 11, 2006




among




TRANSCONTINENTAL GAS PIPE LINE CORPORATION




and




BANC OF AMERICA SECURITIES LLC




and




GREENWICH CAPITAL MARKETS, INC.




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




 









 





REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of April 11,
2006, by and among Transcontinental Gas Pipe Line Corporation (the “Company”), a corporation duly
organized and existing under the laws of the State of Delaware, Banc of America Securities LLC and
Greenwich Capital Markets, Inc., acting on behalf of themselves and the several initial purchasers
listed on Schedule I hereto (the “Initial Purchasers”).



     This Agreement is made pursuant to the Purchase Agreement dated as of April 6, 2006, 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 $200,000,000 principal amount of its 6.40% Senior
Notes due 2016 (the “Securities”). The Securities are to be issued pursuant to the provisions of
an Indenture dated as of April 11, 2006 (as amended, supplemented or otherwise modified from time
to time, the “Indenture”) by and among the Company and JPMorgan Chase Bank, 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.



     “Additional Interest” shall have the meaning set forth in Section 2(e).



     “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.



     “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 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 Registered 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 Registered 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 Transfer Restricted
Securities, and each of its successors, assigns and direct and indirect transferees who become
registered owners of Transfer Restricted 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.



     “Initial Purchasers” shall have the meaning set forth in the preamble.



     “Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of
outstanding Transfer Restricted Securities; provided that, for purposes of Section 6(b), whenever
the consent or approval of Holders of a specified percentage of Transfer Restricted Securities is
required hereunder, Transfer Restricted 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 Transfer Restricted Securities if such



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subsequent Holders are deemed to be such affiliates solely by reason of their holding of such
Transfer Restricted 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 Transfer Restricted 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.



     “Registration Default” shall have the meaning set forth in Section 2(e).



     “Registered Exchange Offer” shall mean the exchange offer by the Company of Exchange
Securities for all Securities that are Transfer Restricted Securities pursuant to Section 2(a)
hereof.



     “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 Transfer Restricted
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



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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 Transfer Restricted
Securities by a Holder.



     “Registration Statement” shall mean any registration statement of the Company that covers any
of the Exchange Securities or the Transfer Restricted 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.



     “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 Transfer
Restricted Securities (but no other securities unless approved by the Holders of a majority of the
aggregate principal amount of outstanding Transfer Restricted 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(l) hereof.



     “Transfer Restricted Securities” shall mean each outstanding Security until: (i) when in the
case of a Holder who was entitled to participate in the Registered Exchange Offer, an Exchange
Offer Registration Statement with respect to such Security shall have been declared effective under
the 1933 Act and either (a) such Security shall have been exchanged by a Person other than a
broker-dealer for an Exchange Security in the Registered Exchange Offer or (b) the Registered
Exchange Offer shall have been consummated and such Security was not tendered by the Holder thereof
in the Registered Exchange Offer; (ii) following the exchange by a broker-dealer in the Registered
Exchange Offer of a Security for an Exchange Security, the date on which such Exchange Security is
sold to a purchaser who receives from such broker-dealer on or prior to the date of



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such sale a copy of the Prospectus contained in the Exchange Offer Registration Statement;
(iii) the date on which such Security has been effectively registered under the 1933 Act and
disposed of in accordance with the Shelf Registration Statement; or (iv) the date on which such
Security is distributed to the public or may be sold or transferred pursuant to Rule 144(k) under
the 1933 Act were it not held by an affiliate of the Company.



     “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
Transfer Restricted 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 180 days following the Closing Date covering the offer by
the Company to the Holders to exchange all of the Transfer Restricted Securities for an
equal aggregate principal amount of Exchange Securities and (2) use its commercially
reasonable efforts to cause such Exchange Offer Registration Statement to become effective
within 270 days following the Closing Date. The Company shall use its commercially
reasonable efforts to have the Exchange Offer Registration Statement remain effective
until the closing of the Registered Exchange Offer. The Company shall commence the
Registered Exchange Offer promptly after the Exchange Offer Registration Statement has
been declared effective by the SEC and use its commercially reasonable efforts to have the
Registered Exchange Offer consummated not later than 30 Business Days, or longer, if
required by the federal securities laws, after such effective date. The Company shall
commence the Registered 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 Registered Exchange Offer is being made pursuant to this
Registration Rights Agreement and that all Transfer Restricted Securities
validly tendered will be accepted for exchange;




     (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”);



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     (iii) that any Transfer Restricted 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 Transfer Restricted Security exchanged
pursuant to the Registered Exchange Offer will be required to surrender such
Transfer Restricted 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 Transfer
Restricted Securities delivered for exchange and a statement that such Holder is
withdrawing his election to have such Transfer Restricted Securities exchanged.




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




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




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




     The Company shall use its commercially reasonable efforts to complete the Registered
Exchange Offer as provided above and shall comply with the applicable requirements of the
1933 Act, the 1934 Act and other applicable laws and regulations in connection with the
Registered Exchange Offer. The Registered Exchange Offer shall not be subject to any
conditions, other than that the Registered 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 Registered
Exchange Offer is



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made, and the Initial Purchasers shall have the right, subject to applicable law, to
contact such Holders and otherwise facilitate the tender of Transfer Restricted Securities
in the Registered 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 commercially reasonable
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 Transfer Restricted 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 the exchange of the Transfer Restricted 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 is not (A) required to file the Exchange Offer Registration
Statement or (B) permitted to consummate the Registered Exchange Offer because the
Registered Exchange Offer is not permitted by applicable law or applicable interpretation
of the Staff of the SEC; or (ii) any Holder of Transfer Restricted Securities notifies the
Company prior to the 20th day following the consummation of the Registered Exchange Offer
that: (A) it is prohibited by law or applicable interpretation of the Staff of the SEC
from participating in the Registered Exchange Offer, (B) it may not resell the Exchange
Securities acquired by it in the Registered 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 (C) it is a broker-dealer
and owns Securities acquired directly from the Company or an affiliate of the Company, the
Company shall (x) use its commercially reasonable efforts to file with the SEC within 60
days after such filing obligation arises (or, if later, the date by which the Company is
obligated to file an Exchange Offer Registration Statement) 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 Transfer
Restricted Securities and (y) use its commercially reasonable efforts to cause such Shelf
Registration Statement to become effective within 180 days after such filing obligation



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arises (or, if later, the date by which the Company is obligated to use its
commercially reasonable efforts to have the Exchange Offer Registration Statement declared
effective). If the Company is required to file a Shelf Registration Statement solely as a
result of the matters referred to in clause (ii) of the preceding sentence, the Company
shall use it commercially reasonable 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 Transfer Restricted 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 Transfer Restricted Securities held by the Holders who
must deliver the related Prospectus. Subject to the following paragraph, the Company
agrees to use its commercially reasonable 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 Transfer Restricted Securities or such shorter period that will terminate
when all of the Transfer Restricted Securities covered by the Shelf Registration Statement
have been sold pursuant to the Shelf Registration Statement or cease to be Transfer
Restricted 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 commercially reasonable 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 Transfer
Restricted Securities copies of any such supplement or amendment promptly after its being
used or filed with the SEC.




     Notwithstanding anything to the contrary in this Agreement, the Company, upon
advising the Initial Purchasers and each Holder, may suspend the use of the Prospectus
included in any Shelf Registration Statement in the event that and for periods of time not
to exceed 30 consecutive days and for no more than 60 days during any 365 day period in
which such suspensions are in effect (each such period, a “Suspension Period”) if (i) an
event or circumstance occurs and is continuing as a result of which the Shelf Registration
Statement, the related Prospectus or any document incorporated therein by reference as
then amended or supplemented or proposed to be filed would, in the good faith judgment of
the Company, contain an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading and (ii)(A) the Company determines in its good
faith judgment that the disclosure of such event at such time would have a material
adverse effect



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on the business, operations or prospects of the Company or (B) the disclosure
otherwise relates to a material business transaction or development which has not been
publicly disclosed; provided, however, that upon the termination of such Suspension
Period, the Company shall promptly advise the Initial Purchasers and each Holder that such
Suspension Period has been terminated.




     (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 Transfer Restricted 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 Transfer Restricted
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 Transfer Restricted
Securities pursuant to such Registration Statement may legally resume.




     (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 180th day following the Closing Date,




     (ii) the Exchange Offer Registration Statement is not declared effective on
or prior to the 270th day following the Closing Date,




     (iii) the Registered Exchange Offer is not completed on or prior to the
30th Business Day following the date the Exchange Offer Registration
Statement is declared effective, or




     (iv) the Shelf Registration Statement is required to be filed but is not
filed or declared effective within the respective time periods set forth herein
or is declared effective but thereafter



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ceases to be effective or usable (other than during a Suspension Period)
prior to the expiration of the period referred to in Rule 144(k) with respect to
the Transfer Restricted Securities other than after the Transfer Restricted
Securities have been disposed of under the Shelf Registration Statement or cease
to be Transfer Restricted 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”),
Additional Interest (“Additional Interest”) will accrue on the affected Transfer
Restricted Securities. The rate of Additional Interest will be one-quarter of one percent
(0.25%) per annum on the principal amount of Transfer Restricted Securities held by such
Holder for the first 90-day period immediately following the occurrence of a Registration
Default, increasing by an additional one-quarter of one percent (0.25%) per annum on the
principal amount of Transfer Restricted Securities with respect to each subsequent 90-day
period thereafter up to a maximum amount of Additional Interest for all Registration
Defaults of one-half of one percent (0.50%) per annum on the principal amount of Transfer
Restricted Securities, 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 Transfer Restricted Securities
otherwise become freely transferable by Holders other than affiliates of the Company
without further registration under the 1933 Act.




     Notwithstanding the foregoing, (1) the amount of Additional Interest payable shall
not increase because more than one Registration Default has occurred and is pending and
(2) a Holder of Transfer Restricted Securities or Exchange 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 Additional Interest 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 Additional Interest is required to be paid. Any
amounts of Additional Interest due pursuant to this Section 2 will be payable in addition
to any other interest payable from time to time with respect to the Transfer Restricted
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 Additional Interest commences to accrue.
The amount of Additional Interest will be determined in a manner consistent with the
calculation of interest under the Indenture.



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     (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 Transfer Restricted 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
commercially reasonable efforts to cause such Registration Statement to become effective
and remain effective in accordance with Section 2 hereof;




     (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 Transfer Restricted Securities or Exchange Securities;




     (c) in the case of a Shelf Registration, furnish to each Holder of Transfer
Restricted Securities, to counsel for the Initial Purchasers and to counsel for the
Holders and to each Underwriter of an Underwritten Offering of Transfer Restricted
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 Transfer Restricted Securities; and,



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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 Transfer Restricted Securities and any such Underwriters in connection with the
offering and sale of the Transfer Restricted 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 commercially reasonable efforts to register or qualify the Transfer
Restricted Securities under all applicable state securities or blue sky laws of such
jurisdictions as any Holder of Transfer Restricted 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 Transfer Restricted 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 Transfer Restricted
Securities, counsel for the Holders and counsel for the Initial 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
Transfer Restricted Securities covered thereby, the Company receives any notification with
respect to the suspension of the qualification of the Transfer Restricted 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



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or Prospectus in order to make the statements therein not misleading, (vi) of any
determination by the Company that a post-effective amendment to a Registration Statement
would be appropriate and (vii) of any Suspension Period;




     (f) use its commercially reasonable 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 Transfer
Restricted 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
Transfer Restricted Securities to facilitate the timely preparation and delivery of
certificates representing Transfer Restricted Securities (if such Securities are
certificated) to be sold and not bearing any restrictive legends (unless required by
applicable securities laws) and enable such Transfer Restricted Securities to be in such
denominations (consistent with the provisions of the Indenture) and registered in such
names as the selling Holders may reasonably request at least two Business Days prior to
the closing of any sale of Transfer Restricted Securities;




     (i) in the case of a Shelf Registration, upon the occurrence of any event
contemplated by Section 3(e)(v) or (vii) hereof, use its commercially reasonable 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 Transfer Restricted 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 Transfer Restricted 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 (except any amendment or



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supplement solely to add additional selling securityholders), 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 (except any amendment or
supplement solely to add additional selling securityholders) 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 Transfer Restricted
Securities, as the case may be, not later than the effective date of the applicable
Registration Statement;




     (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
Transfer Restricted 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 Transfer Restricted 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



14









 







rating organizations (as such term is defined in Rule 436(g)(2) under the 1933 Act),
if the Transfer Restricted Securities have been rated;




     (o) if reasonably requested by any Holder of Transfer Restricted 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 Transfer Restricted Securities being sold thereunder)
in order to expedite or facilitate the disposition of such Transfer Restricted Securities
thereunder including, but not limited to, pursuant to an Underwritten Offering and in such
connection, (i) to the extent possible, make such representations and warranties to the
Holders and any Underwriters of such Transfer Restricted 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 Transfer
Restricted Securities being sold under such Shelf Registration Statement, such
Underwriters and their respective counsel) addressed to each selling Holder and
Underwriter of Transfer Restricted 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 Transfer Restricted 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 Transfer
Restricted 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



15









 







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
Transfer Restricted Securities to furnish to the Company such information regarding the
Holder and the proposed distribution by such Holder of such Transfer Restricted Securities
as the Company may from time to time reasonably request in writing. No Holder of Transfer
Restricted Securities may include its Transfer Restricted Securities in such Shelf
Registration Statement unless and until such Holder furnishes such information to the
Company. Each Holder including Transfer Restricted 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 Transfer Restricted Securities
required to make the information previously furnished to the Company by such Holder not
materially misleading.




     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 or of a Suspension Period, such Holder will forthwith discontinue
disposition of Transfer Restricted 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 Transfer
Restricted Securities current at the time of receipt of such notice.



16









 






     If the Company shall give any such notice to suspend the disposition of Transfer
Restricted 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 Holders of Transfer Restricted Securities covered by a Shelf Registration
Statement who desire to do so may sell such Transfer Restricted 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 Transfer Restricted Securities
included in such offering, provided that such Underwriters shall be reasonably acceptable
to the Company.




	 	4.	 	Participation of Broker-Dealers in Registered 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
Registered 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



17









 







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 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 Banc of America Securities LLC and Greenwich Capital Markets, Inc., as
representatives of the Participating Broker-Dealers, unless they elect not to
act as such representatives, (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.




18









 












     (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 Exchange Securities or
Transfer Restricted 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 the 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.



19









 






     (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 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



20









 







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 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 Transfer Restricted
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



21









 







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 contribute any amount in excess of the
amount by which the total price at which Transfer Restricted Securities 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 Transfer Restricted
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 Transfer Restricted 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 Transfer Restricted 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



22









 







Holder of Transfer Restricted Securities unless consented to in writing by such
Holder.




     (c) Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand-delivery, registered first-class mail,
facsimile 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 receipt is acknowledged, if sent by
facsimile; 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
Transfer Restricted Securities; provided that nothing herein shall be deemed to permit any
assignment, transfer or other disposition of Transfer Restricted Securities in violation
of the terms of the Securities and the Purchase Agreement. If any transferee of any
Holder shall acquire Transfer Restricted Securities, in any manner, whether by operation
of law or otherwise, such Transfer Restricted Securities shall be held subject to all of
the terms of this Agreement, and by taking and holding such Transfer Restricted 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 under the 1933
Act) not to, purchase and then resell or otherwise



23









 







transfer any Securities unless such resold or transferred Securities have an
appropriate legend regarding transfer restrictions and the date of such resale or
transfer.




     (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.



24









 





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



	 	 	 	 	 	 	 
	 	 	TRANSCONTINENTAL GAS PIPE
     LINE CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard D. Rodekhor
 

	 	 
	 

	 	 	 	Name: Richard D. Rodekhor	 	 
	 

	 	 	 	Title: Vice President and Treasurer	 	 






Confirmed and accepted as of

the date first above written:




BANC OF AMERICA SECURITIES LLC

and

GREENWICH CAPITAL MARKETS, INC.

on behalf of themselves and the several Initial

Purchasers listed on Schedule I hereto




	 	 	 	 	 
	By:

	 	BANC OF AMERICA SECURITIES LLC	 	 
	 
	 	 	 	 
	 

	 	/s/ Lee E. McKinstrey
 

	 	 
	 

	 	Name: Lee E. McKinstrey	 	 
	 

	 	Title: Managing Director	 	 






 









 





SCHEDULE I




	 
	Initial Purchasers:

	 

	Banc of America Securities LLC

	 

	Greenwich Capital Markets, Inc.

	 

	J.P. Morgan Securities Inc.

	 

	Lehman Brothers Inc.

	 

	Scotia Capital (USA) Inc.