Exhibit 10.A






EXHIBIT
10.A




 




 

REGISTRATION
RIGHTS AGREEMENT

 

dated as
of

 

March 9,
2005

 

among

 

COLORADO
INTERSTATE GAS COMPANY

 

and

 

CITIGROUP
GLOBAL MARKETS INC.

CREDIT
SUISSE FIRST BOSTON LLC

BNP PARIBAS
SECURITIES CORP.

FORTIS
SECURITIES LLC

GREENWICH
CAPITAL MARKETS, INC.

SCOTIA
CAPITAL (USA) INC.




 




 




REGISTRATION
RIGHTS AGREEMENT

 

THIS REGISTRATION
RIGHTS AGREEMENT (the “Agreement”) is made and
entered into as of March 9, 2005, by and among COLORADO INTERSTATE GAS COMPANY
(the “Company”), a corporation
duly organized and existing under the laws of the State of Delaware, and the
several initial purchasers listed on Schedule I hereto, (the “Initial
Purchasers”).

 

This Agreement is
made pursuant to the Purchase Agreement dated March 2, 2005, 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 5.95% Senior Notes due 2015 (the “Securities”). The Securities
are to be issued pursuant to the provisions of an Indenture dated as of June 27,
1997, as supplemented by the Second Supplemental Indenture dated as of March 9,
2005 (as further amended, supplemented or otherwise modified from time to time,
the “Indenture”) by and among the
Company and The Bank of New York Trust Company, N.A., a national banking
association, 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.

 

“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 in all material respects
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,
(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 and (iii) the Exchange Securities
will not contain terms with respect to the payment of liquidated
damages.

 

“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.

 

“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 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.

 

“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 120 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 210 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 30
Business 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 Agreement and that all
Registrable 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”);

 

(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 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 in order to
make the statements therein not misleading or in such Prospectus in order to
make the statements therein, in the light of the circumstances under which they
were made, 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 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 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 260 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 of the
filing of such Shelf Registration Statement. If the Company is required to file
a 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) of the
1933 Act 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.

 

(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 120th day following the
Closing Date,

 

(ii)    the
Exchange Offer Registration Statement is not declared effective on or prior to
the 210th day following the
Closing Date,

 

(iii)    the
Exchange Offer is not completed on or prior to the 260th 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 by 0.25% per annum with respect to each subsequent 90-day period, up
to a maximum of 1.00% per annum, 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 Company 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 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;

 

(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 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 in order to make the statements therein not misleading or
in such Prospectus in order to make the statements therein, in the light of the
circumstances under which they were made, 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 in writing);

 

(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
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;

 

(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 relevant 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 prior to the initial sale of such Registrable
Securities;

 

(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 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.

 

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 Securities
or 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 1933 Act or, if such Person is an “affiliate,” that such Holder will
comply with the registration and prospectus delivery requirements of the 1933
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
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 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 Citigroup Global Markets 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 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 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.

 

(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 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 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 Section 5(d) above 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 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.

 

(c)   Notices. All notices and
other communications provided for or permitted hereunder shall be made in
writing by hand-delivery, registered first-class mail, 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 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, and construed in accordance with, 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.

 




 




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

 




 


	 	
      COLORADO
      INTERSTATE GAS COMPANY

       

      By:
      /s/ Greg G.
      Gruber

      Name: Greg G.
      Gruber

      Title: Senior
      Vice President, Chief Financial Officer and Treasurer

       














	
       

       

      Confirmed and
      accepted as of the date first above written:

       

      Citigroup
      Global Markets Inc.

      Credit Suisse
      First Boston LLC

      BNP Paribas
      Securities Corp. Fortis Securities LLC

      Greenwich
      Capital Markets, Inc. Scotia Capital (USA) Inc.

       

       

       

      By: Citigroup
      Global Markets Inc.

       

      By:
      /s/ Sean
      Dolan

      Name: Sean
      Dolan

      Title:: Vice
      President

       
	 






 
































SCHEDULE
I

 

Initial
Purchasers

 

Citigroup Global
Markets Inc.

Credit Suisse First
Boston LLC

BNP Paribas
Securities Corp. 

Fortis Securities
LLC

Greenwich Capital
Markets, Inc 

Scotia Capital
(USA) Inc.