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                                                                     EXHIBIT 4.6

                          REGISTRATION RIGHTS AGREEMENT

                                   dated as of

                                  March 4, 2003

                                      among

                         NORTHWEST PIPELINE CORPORATION

                                       and

                              LEHMAN BROTHERS INC.

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

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                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made and
entered into as of March 4, 2003, by and among Northwest Pipeline Corporation
(the "COMPANY"), a corporation duly organized and existing under the laws of the
State of Delaware, and Lehman Brothers Inc., acting on behalf of itself and the
several initial purchasers listed on Schedule I hereto, (the "INITIAL
PURCHASERS").

         This Agreement is made pursuant to the Purchase Agreement dated as of
February 27, 2003, 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 $175,000,000 principal amount of its 81/8% Senior Notes due 2010
(the "SECURITIES"). The Notes are to be issued pursuant to the provisions of an
Indenture dated as of March 4, 2003 (as amended, supplemented or otherwise
modified from time to time, the "INDENTURE") by and among the Company and
JPMorgan Chase Bank, as trustee (the "TRUSTEE").

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

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

         1.    Definitions.

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

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

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

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

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

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

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

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

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

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

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

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

         "HOLDER" shall mean each Initial Purchaser, for so long as it owns any
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.

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

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

         "MAJORITY HOLDERS" shall mean the Holders of a majority of the
aggregate principal amount of outstanding 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 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).

         "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

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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 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.

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

         "TRANSFER RESTRICTED SECURITIES" shall mean each outstanding Security
until: (i) the date on which such Security has been exchanged by a Person other
than a broker-dealer for an Exchange Security in the Exchange Offer; (ii)
following the exchange by a broker-dealer in the 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 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 is saleable pursuant to Rule 144 under the 1933 Act.

         "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
         90 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 180 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 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 commercially reasonable efforts to have the 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 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:

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                           (i)      that the 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");

                           (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 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 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.

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                  The Company shall use its commercially reasonable 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 Transfer Restricted Securities in
         the Exchange Offer.

                  If, during the period the Exchange Offer Registration
         Statement is effective, an event occurs which makes any statement made
         in such Exchange Offer Registration Statement or the related Prospectus
         untrue in any material respect or which requires the making of any
         changes in such Exchange Offer Registration Statement or Prospectus in
         order to make the statements therein not misleading, the Company shall
         use its 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 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 Exchange Offer because the 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 Exchange Offer
         that: (A) it is prohibited by law or applicable interpretation of the
         Staff of the SEC from participating in the Exchange Offer, (B) it may
         not resell the Exchange Securities acquired by it in the Exchange Offer
         to the public without delivering a Prospectus and the Prospectus
         contained in the Exchange Offer Registration Statement is not
         appropriate or available for such resales

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         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 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

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         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 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 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:

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                           (i)      the Exchange Offer Registration Statement is
                  not filed with the SEC on or prior to the 90th day following
                  the Closing Date,

                           (ii)     the Exchange Offer Registration Statement is
                  not declared effective on or prior to the 180th day following
                  the Closing Date,

                           (iii)    the 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 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"), liquidated damages ("LIQUIDATED DAMAGES") will
         accrue on the affected Transfer Restricted Securities and the affected
         Exchange Securities, as applicable. The rate of Liquidated Damages will
         be $0.05 per week per $1,000 principal amount of Transfer Restricted
         Securities and affected Exchange Securities held by such Holder for the
         first 90-day period immediately following the occurrence of a
         Registration Default, increasing to by an additional $0.05 per week per
         $1,000 principal amount of Transfer Restricted Securities and affected
         Exchange Securities with respect to each subsequent 90-day period
         thereafter up to a maximum amount of Liquidated Damages for all
         Registration Defaults of $0.50 per week per $1,000 principal amount of
         Transfer Restricted Securities and affected Exchange 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 and Exchange Securities otherwise become
         freely transferable by Holders other than affiliates of the Company
         without further registration under the 1933 Act.

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                  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 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 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
         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 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 Transfer Restricted Securities by the
         selling Holders thereof and (z) comply as to form in all material
         respects with the applicable

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         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, 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

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         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 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

                                       14

<PAGE>

         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
         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

                                       15

<PAGE>

         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 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

                                       16

<PAGE>

                  (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 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

                                       17

<PAGE>

         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.

                  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

                                       18

<PAGE>

         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 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:

                                       19

<PAGE>

                           (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 Lehman Brothers
                  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

                                       20

<PAGE>

         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 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.

                                       21

<PAGE>

                  (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

                                       22

<PAGE>

         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
         Transfer Restricted Securities of the applicable Holder that were
         registered pursuant to a Registration Statement.

                                       23

<PAGE>

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

                                       24

<PAGE>

         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 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

                                       25

<PAGE>

         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 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.

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<PAGE>

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

                                                       NORTHWEST PIPELINE
                                                       CORPORATION

                                                       By ______________________
                                                          Name:
                                                          Title:

Confirmed and accepted as of
the date first above written:

LEHMAN BROTHERS INC.
         on behalf of itself and the
         several Managers listed
         on Schedule I hereto

By: ___________________________
    Name:
    Title:

<PAGE>

                                   SCHEDULE I

Initial Purchasers

Lehman Brothers Inc.
Banc of America Securities LLC
Credit Lyonnais Securities (USA) Inc.
J.P. Morgan Securities Inc.
Salomon Smith Barney Inc.
Scotia Capital (USA) Inc.
TD Securities (USA) Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated

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