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                                                                    EXHIBIT 4(g)


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                          REGISTRATION RIGHTS AGREEMENT

                           Dated as of March 27, 2000

                                       by

                       Panhandle Eastern Pipe Line Company

                                       and

               Donaldson, Lufkin & Jenrette Securities Corporation











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          This Registration Rights Agreement (this "Agreement") is made and
entered into as of March 27, 2000, by Panhandle Eastern Pipe Line Company, a
Delaware corporation ("Panhandle"), and Donaldson, Lufkin & Jenrette Securities
Corporation, (the "Initial Purchaser"), which has agreed to purchase Panhandle's
$100,000,000 8.25% Senior Notes due 2010, Series A (the "Series A Notes")
pursuant to the Purchase Agreement (as defined below).

          This Agreement is made pursuant to the Purchase Agreement, dated March
22, 2000 (the "Purchase Agreement"), by Panhandle and the Initial Purchaser. In
order to induce the Initial Purchaser to purchase the Series A Notes, Panhandle
has agreed to provide the registration rights set forth in this Agreement. The
execution and delivery of this Agreement is a condition to the obligations of
the Initial Purchaser set forth in Section 10(f) of the Purchase Agreement.

          The parties hereby agree as follows:


SECTION 1.   DEFINITIONS

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

          Act: The Securities Act of 1933, as amended.

          Business Day: Any day except a Saturday, Sunday or other day in the
City of New York, or in the city of the primary corporate trust office of the
Trustee, on which banks are authorized to close.

          Broker-Dealer: Any broker or dealer registered under the Exchange Act.

          Broker-Dealer Transfer Restricted Securities: Exchange Notes that are
acquired by a Broker/Dealer in the Exchange Offer in exchange for Series A Notes
that such Broker-Dealer acquired for its own account as a result of market
making activities or other trading activities (other than Series A Notes
acquired directly from the Company or any of its affiliates).

          Certificated Securities: As defined in the Indenture.

          Closing Date: The date hereof.

          Commission: The Securities and Exchange Commission.

          Company: Company shall mean Panhandle.

          Consummate: An Exchange Offer shall be deemed "Consummated" for
purposes of this Agreement upon the occurrence of (a) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the Exchange Notes to be issued in the Exchange Offer, (b) the
maintenance of such Registration Statement continuously effective and the
keeping of the

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Exchange Offer open for a period not less than the minimum period required
pursuant to Section 3(b) hereof and (c) the delivery by the Company to the
Registrar under the Indenture of the Exchange Notes in the same aggregate
principal amount as the aggregate principal amount of the Series A Notes
tendered by Holders thereof pursuant to the Exchange Offer.

          Damages Payment Date: With respect to the Series A Notes, each
Interest Payment Date.

          Exchange Act: The Securities Exchange Act of 1934, as amended.

          Exchange Notes: The Company's 8.25% Senior Notes due 2010, Series B,
to be issued pursuant to the Indenture (i) in the Exchange Offer or (ii) upon
the request of any Holder of Series A Notes covered by a Shelf Registration
Statement, in exchange for such Series A Notes.

          Exchange Offer: The registration by the Company under the Act of the
Exchange Notes pursuant to the Exchange Offer Registration Statement pursuant to
which the Company shall offer the Holders of all outstanding Transfer Restricted
Securities the opportunity to exchange all such outstanding Transfer Restricted
Securities for Exchange Notes in an aggregate principal amount equal to the
aggregate principal amount of the Transfer Restricted Securities tendered in
such exchange offer by such Holders.

          Exchange Offer Registration Statement: The Registration Statement
relating to the Exchange Offer, including the related Prospectus.

          Exempt Resales: The transactions in which the Initial Purchaser
proposes to sell the Series A Notes to certain "qualified institutional buyers,"
as such term is defined in Rule 144A under the Act.

          Global Noteholder: As defined in the Indenture.

          Holders: As defined in Section 2 hereof.

          Indemnified Holder: As defined in Section 8(a) hereof.

          Interest Payment Date: As defined in the Indenture and the Notes.

          NASD: National Association of Securities Dealers, Inc.

          Notes: The Series A Notes and the Exchange Notes.

          Person: An individual, partnership, corporation, trust, limited
liability company, unincorporated organization, or a government or agency or
political subdivision thereof.

          Prospectus: The prospectus included in a Registration Statement at the
time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.


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          Record Holder: With respect to any Damages Payment Date, each Person
who is a Holder of Notes on the record date with respect to the Interest Payment
Date on which such Damages Payment Date shall occur.

          Registration Default: As defined in Section 5 hereof.

          Registration Statement: Any registration statement of the Company
relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or
(b) the registration for resale of Transfer Restricted Securities pursuant to
the Shelf Registration Statement, in each case, (i) which is filed pursuant to
the provisions of this Agreement and (ii) including the Prospectus included
therein, all amendments and supplements thereto (including post-effective
amendments) and all exhibits and material incorporated by reference therein.

          Restricted Broker-Dealer: Any Broker-Dealer which holds Broker-Dealer
Transfer Restricted Securities.

          Shelf Registration Statement: As defined in Section 4 hereof.

          TIA: The Trust Indenture Act of 1939 (15 U.S. C. Section 77aaa-77bbbb)
as in effect on the date of the Indenture.

          Transfer Restricted Securities: Each Note, until the earliest to occur
of (a) the date on which such Series A Note is exchanged in the Exchange Offer
and entitled to be resold to the public by the Holder thereof without complying
with the prospectus delivery requirements of the Act, (b) the date on which such
Series A Note has been disposed of in accordance with a Shelf Registration
Statement, (c) the date on which such Series A Note is disposed of by a Broker-
Dealer pursuant to the "Plan of Distribution" contemplated by the Exchange Offer
Registration Statement (including delivery of the Prospectus contained therein)
or (d) the date on which such Series A Note is distributed to the public
pursuant to Rule 144 under the Act.

          Underwritten Registration or Underwritten Offering: A registration in
which securities of the Company are sold to an underwriter for reoffering to the
public.

SECTION 2.   HOLDERS

          A Person is deemed to be a holder of Transfer Restricted Securities
(each, a "Holder") whenever such Person owns Transfer Restricted Securities.


SECTION 3.   REGISTERED EXCHANGE OFFER

          (a) Unless the Exchange Offer shall not be permitted by applicable
federal law (after the procedures set forth in Section 6(a)(i) below have been
complied with), the Company shall (i) cause to be filed with the Commission as
soon as practicable after the Closing Date, but in no

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event later than 90 days after the Closing Date, the Exchange Offer Registration
Statement, (ii) use its best efforts to cause such Exchange Offer Registration
Statement to become effective at the earliest possible time, but in no event
later than 180 days after the Closing Date, (iii) in connection with the
foregoing, (A) file all preeffective amendments to such Exchange Offer
Registration Statement as may be necessary in order to cause such Exchange Offer
Registration Statement to become effective, (B) file, if applicable, a
post-effective amendment to such Exchange Offer Registration Statement pursuant
to Rule 430A under the Act and (C) cause all necessary filings, if any, in
connection with the registration and qualification of the Exchange Notes to be
made under the Blue Sky laws of such jurisdictions as are necessary to permit
Consummation of the Exchange Offer, and (iv) upon the effectiveness of such
Exchange Offer Registration Statement, commence and Consummate the Exchange
Offer. The Exchange Offer shall be on the appropriate form permitting
registration of the Exchange Notes to be offered in exchange for the Series A
Notes that are Transfer Restricted Securities and to permit sales of
Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers as
contemplated by Section 3(c) below.

          (b) The Company shall use its best efforts to cause the Exchange Offer
Registration Statement to be effective continuously, and shall keep the Exchange
Offer open for a period of not less than the minimum period required under
applicable federal and state securities laws to Consummate the Exchange Offer;
provided, however, that in no event shall such period be less than 20 Business
Days. The Company shall cause the Exchange Offer to comply with all applicable
federal and state securities laws. No securities other than the Notes shall be
included in the Exchange Offer Registration Statement. The Company shall use its
best efforts to cause the Exchange Offer to be Consummated on the earliest
practicable date after the Exchange Offer Registration Statement has become
effective, but in no event later than 30 Business Days thereafter.

          (c) The Company shall include a "Plan of Distribution" section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Restricted Broker-Dealer who holds Series A Notes that are
Transfer Restricted Securities and that were acquired for the account of such
Broker-Dealer as a result of market-making activities or other trading
activities, may exchange such Series A Notes (other than Transfer Restricted
Securities acquired directly from the Company or any Affiliate of the Company)
pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be
an "underwriter" within the meaning of the Act and must, therefore, deliver a
prospectus meeting the requirements of the Act in connection with its initial
sale of each Exchange Note received by such Broker-Dealer in the Exchange Offer,
which prospectus delivery requirement may be satisfied by the delivery by such
Broker-Dealer of the Prospectus contained in the Exchange Offer Registration
Statement. Such "Plan of Distribution" section shall also contain all other
information with respect to such sales of Broker-Dealer Transfer Restricted
Securities by Restricted Broker-Dealers that the Commission may require in order
to permit such sales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Notes held by any such
Broker-Dealer, except to the extent required by the Commission as a result of a
change in policy after the date of this Agreement.


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          The Company shall use its best efforts to keep the Exchange Offer
Registration Statement continuously effective, supplemented and amended as
required by the provisions of Section 6(c) below to the extent necessary to
ensure that it is available for sales of Broker-Dealer Transfer Restricted
Securities by Restricted Broker-Dealers, and to ensure that such Registration
Statement conforms with the requirements of this Agreement, the Act and the
policies, rules and regulations of the Commission as announced from time to
time, for a period of one year from the date on which the Exchange Offer is
Consummated.

          The Company shall promptly provide sufficient copies of the latest
version of such Prospectus to such Restricted Broker-Dealers promptly upon
request, and in no event later than one day after such request, at any time
during such one-year period in order to facilitate such sales.

SECTION 4.   SHELF REGISTRATION

          (a) Shelf Registration. If (i) the Company is not required to file an
Exchange Offer Registration Statement with respect to the Exchange Notes because
the Exchange Offer is not permitted by applicable law or Commission policy
(after the procedures set forth in Section 6(a)(i) below have been complied
with) or (ii) if any Holder of Transfer Restricted Securities shall notify the
Company within 20 Business Days following the Consummation of the Exchange Offer
that (A) such Holder was prohibited by law or Commission policy from
participating in the Exchange Offer or (B) such Holder may not resell the
Exchange Notes acquired by it in the Exchange Offer to the public without
delivering a prospectus and the Prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales by such
Holder or (C) such Holder is a Broker-Dealer and holds Series A Notes acquired
directly from the Company or one of its affiliates, then the Company shall (x)
cause to be filed on or prior to 60 days after the date on which the Company
determines that it is not required to file the Exchange Offer Registration
Statement pursuant to clause (i) above or 60 days after the date on which the
Company receives the notice specified in clause (ii) above a shelf registration
statement pursuant to Rule 415 under the Act (which may be an amendment to the
Exchange Offer Registration Statement (in either event, the "Shelf Registration
Statement")), relating to all Transfer Restricted Securities the Holders of
which shall have provided the information required pursuant to Section 4(b)
hereof, and shall (y) use its best efforts to cause such Shelf Registration
Statement to become effective on or prior to 120 days after the date on which
the Company becomes obligated to file such Shelf Registration Statement. If,
after the Company has filed an Exchange Offer Registration Statement which
satisfies the requirements of Section 3(a) above, the Company is required to
file and make effective a Shelf Registration Statement solely because the
Exchange Offer shall not be permitted under applicable federal law, then the
filing of the Exchange Offer Registration Statement shall be deemed to satisfy
the requirements of clause (x) above. Such an event shall have no effect on the
requirements of clause (y) above. The Company shall use its best efforts to keep
the Shelf Registration Statement discussed in this Section 4(a) continuously
effective, supplemented and amended as required by and subject to the provisions
of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is
available for sales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 4(a), and to ensure that it conforms
with the requirements of this

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Agreement, the Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period of at least two years (as extended
pursuant to Section 6(c)(i)) following the date on which such Shelf Registration
Statement first becomes effective under the Act.

          (b) Provision by Holders of Certain Information in Connection with the
Shelf Registration Statement. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 days after receipt of a request therefor, such
information specified in item 507 of Regulation S-K under the Act for use in
connection with any Shelf Registration Statement or Prospectus or preliminary
Prospectus included therein. No Holder of Transfer Restricted Securities shall
be entitled to Liquidated Damages pursuant to Section 5 hereof unless and until
such Holder shall have used its best efforts to provide all such information.
Each Holder as to which any Shelf Registration Statement is being effected
agrees to furnish promptly to the Company all information required to be
disclosed in order to make the information previously furnished to the Company
by such Holder not materially misleading.

SECTION 5.   LIQUIDATED DAMAGES

          If (i) any Registration Statement required by this Agreement is not
filed with the Commission on or prior to the date specified for such filing in
this Agreement, (ii) any such Registration Statement has not been declared
effective by the Commission on or prior to the date specified for such
effectiveness in this Agreement, (iii) the Exchange Offer has not been
Consummated within 30 Business Days after the Exchange Offer Registration
Statement is first declared effective by the Commission or (iv) any Registration
Statement required by this Agreement is filed and declared effective but shall
thereafter cease to be effective or fail to be usable for its intended purpose
without being succeeded within fifteen business days by a post-effective
amendment to such Registration Statement that cures such failure and that is
itself declared effective within five business days (each such event referred to
in clauses (i) through (iv), a "Registration Default"), then the Company agrees
to pay liquidated damages to each Holder of Transfer Restricted Securities with
respect to the first 90-day period immediately following the occurrence of such
Registration Default, in an amount equal to $.05 per week per $1,000 principal
amount of Transfer Restricted Securities held by such Holder for each week or
portion thereof that the Registration Default continues. The amount of the
liquidated damages shall increase by an additional $.05 per week per $1,000 in
principal amount of Transfer Restricted Securities with respect to each
subsequent 90-day period until all Registration Defaults have been cured, up to
a maximum amount of liquidated damages of $.25 per week per $1,000 principal
amount of Transfer Restricted Securities. Notwithstanding anything to the
contrary set forth herein, (1) upon filing of the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement), in the case
of (i) above, (2) upon the effectiveness of the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement), in the case
of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii)
above, or (4) upon the filing of a post-effective amendment to the Registration
Statement or an additional Registration Statement that causes the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration Statement)
to again be declared effective or made


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usable in the case of (iv) above, the liquidated damages payable with respect to
the Transfer Restricted Securities as a result of such clause (i), (ii), (iii)
or (iv), as applicable, shall cease.

          All accrued liquidated damages shall be paid to the Global Note Holder
by wire transfer of immediately available funds or by federal funds check and to
Holders of Certificated Securities by mailing checks to their registered
addresses on each Damages Payment Date. All obligations of the Company set forth
in the preceding paragraph that are outstanding with respect to any Transfer
Restricted Security at the time such security ceases to be a Transfer Restricted
Security shall survive until such time as all such obligations with respect to
such security shall have been satisfied in full.

SECTION 6.   REGISTRATION PROCEDURES

          (a) Exchange Offer Registration Statement. In connection with the
Exchange Offer, the Company shall comply with all applicable provisions of
Section 6(c) below, shall use its best efforts to effect such exchange and to
permit the sale of Broker-Dealer Transfer Restricted Securities being sold in
accordance with the intended method or methods of distribution thereof, and
shall comply with all of the following provisions:

               (i) If, following the date hereof, there has been published a
          change in Commission policy with respect to exchange offers such as
          the Exchange Offer, such that in the reasonable opinion of counsel to
          the Company there is a substantial question as to whether the Exchange
          Offer is permitted by applicable federal law, the Company hereby
          agrees to seek a no-action letter or other favorable decision from the
          Commission allowing the Company to Consummate an Exchange Offer for
          such Series A Notes. The Company hereby agrees to pursue the issuance
          of such a decision to the Commission staff level. In connection with
          the foregoing, the Company hereby agrees to take all such other
          actions as are reasonably requested by the Commission or otherwise
          required in connection with the issuance of such decision, including
          without limitation (A) participating in telephonic conferences with
          the Commission, (B) delivering to the Commission staff an analysis
          prepared by counsel to the Company setting forth the legal bases, if
          any, upon which such counsel has concluded that such an Exchange Offer
          should be permitted and (C) diligently pursuing a resolution (which
          need not be favorable) by the Commission staff of such submission.

               (ii) As a condition to its participation in the Exchange Offer
          pursuant to the terms of this Agreement, each Holder of Transfer
          Restricted Securities shall furnish upon the request of the Company,
          prior to the Consummation of the Exchange Offer, a written
          representation to the Company (which may be contained in the letter of
          transmittal contemplated by the Exchange Offer Registration Statement)
          to the effect that (A) it is not an affiliate of the Company, (B) it
          is not engaged in, and does not intend to engage in, and has no
          arrangement or understanding with any person to participate in, a
          distribution of the Exchange Notes to be issued in the Exchange Offer
          and (C) it is acquiring the Exchange Notes in its ordinary course of
          business. Each Holder hereby acknowledges and agrees that any
          Broker-Dealer and any such Holder using the Exchange Offer to

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          participate in a distribution of the securities to be acquired in the
          Exchange Offer (1) could not under Commission policy as in effect on
          the date of this Agreement rely on the position of the Commission
          enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991)
          and Exxon Capital Holdings Corporation (available May 13, 1988), as
          interpreted in the Commission's letter to Shearman & Sterling dated
          July 2, 1993, and similar no- action letters (including, if
          applicable, any no-action letter obtained pursuant to clause (i)
          above), and (2) must comply with the registration and prospectus
          delivery requirements of the Act in connection with a secondary resale
          transaction and that such a secondary resale transaction must be
          covered by an effective registration statement containing the selling
          security holder information required by Item 507 or 508, as
          applicable, of Regulation S-K if the resales are of Exchange Notes
          obtained by such Holder in exchange for Series A Notes acquired by
          such Holder directly from the Company or an affiliate thereof.

               (iii) Prior to effectiveness of the Exchange Offer Registration
          Statement, the Company shall provide a supplemental letter to the
          Commission (A) stating that the Company is registering the Exchange
          Offer in reliance on the position of the Commission enunciated in
          Exxon Capital Holding Corporation (available May 13, 1988), Morgan
          Stanley and Co., Inc. (available June 5, 1991) and, if applicable, any
          no-action letter obtained pursuant to clause (i) above, (B) including
          a representation that the Company has not entered into any arrangement
          or understanding with any Person to distribute the Exchange Notes to
          be received in the Exchange Offer and that, to the best of the
          Company's information and belief, each Holder participating in the
          Exchange Offer is acquiring the Exchange Notes in its ordinary course
          of business and has no arrangement or understanding with any Person to
          participate in the distribution of the Exchange Notes received in the
          Exchange Offer and (C) any other undertaking or representation
          required by the Commission as set forth in any no-action letter
          obtained pursuant to clause (i) above.

          (b) Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Company shall comply with all the provisions of
Section 6(c) below and shall use its best efforts to effect such registration to
permit the sale of the Transfer Restricted Securities being sold in accordance
with the intended method or methods of distribution thereof (as indicated in the
information furnished to the Company pursuant to Section 4(b) hereof), and
pursuant thereto the Company will prepare and file with the Commission a
Registration Statement relating to the registration on any appropriate form
under the Act, which form shall be available for the sale of the Transfer
Restricted Securities in accordance with the intended method or methods of
distribution thereof within the time periods and otherwise in accordance with
the provisions hereof.

          (c) General Provisions. In connection with any Registration Statement
and any related Prospectus required by this Agreement to permit the sale or
resale of Transfer Restricted Securities (including, without limitation, any
Exchange Offer Registration Statement and the related Prospectus, to the extent
that the same are required to be available to permit sales of Broker-Dealer
Transfer Restricted Securities by Restricted Broker-Dealers), the Company shall:


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               (i) use its best efforts to keep such Registration Statement
          continuously effective and provide all requisite financial statements
          for the period specified in Section 3 or 4 of this Agreement, as
          applicable. Upon the occurrence of any event that would cause any such
          Registration Statement or the Prospectus contained therein (A) to
          contain a material misstatement or omission or (B) not to be effective
          and usable for resale of Transfer Restricted Securities during the
          period required by this Agreement, the Company shall file promptly an
          appropriate amendment to such Registration Statement, (1) in the case
          of clause (A), correcting any such misstatement or omission, and (2)
          in the case of clauses (A) and (B), use its best efforts to cause such
          amendment to be declared effective and such Registration statement and
          the related Prospectus to become usable for their intended purpose(s)
          as soon as practicable thereafter.

               (ii) prepare and file with the Commission such amendments and
          post-effective amendments to the Registration Statement as may be
          necessary to keep the Registration Statement effective for the
          applicable period set forth in Section 3 or 4 hereof, or such shorter
          period as will terminate when all Transfer Restricted Securities
          covered by such Registration Statement have been sold; cause the
          Prospectus to be supplemented by any required Prospectus supplement,
          and as so supplemented to be filed pursuant to Rule 424 under the Act,
          and to comply fully with Rules 424, 430A and 462, as applicable, under
          the Act in a timely manner; and comply with the provisions of the Act
          with respect to the disposition of all securities covered by such
          Registration Statement during the applicable period in accordance with
          the intended method or methods of distribution by the sellers thereof
          set forth in such Registration Statement or supplement to the
          Prospectus;

               (iii) advise the underwriter(s) if any, and selling Holders
          promptly and, if requested by such Persons, confirm such advice in
          writing, (A) when the Prospectus or any Prospectus supplement or
          post-effective amendment has been filed, and, with respect to any
          Registration Statement or any post-effective amendment thereto, when
          the same has become effective, (B) of any request by the Commission
          for amendments to the Registration Statement or amendments or
          supplements to the Prospectus or for additional information relating
          thereto, (C) of the issuance by the Commission of any stop order
          suspending the effectiveness of the Registration Statement under the
          Act or of the suspension by any state securities commission of the
          qualification of the Transfer Restricted Securities for offering or
          sale in any jurisdiction, or the initiation of any proceeding for any
          of the preceding purposes, (D) of the existence of any fact or the
          happening of any event that makes any statement of a material fact
          made in the Registration Statement, the Prospectus, any amendment or
          supplement thereto or any document incorporated by reference therein
          untrue, or that requires the making of any additions to or changes in
          the Registration Statement in order to make the statements therein not
          misleading, or that requires the making of any additions to or changes
          in the Prospectus in order to make the statements therein, in the
          light of the circumstances under which they were made, not misleading.
          If at any time the Commission shall issue any stop order suspending
          the effectiveness of the Registration Statement, or any state
          securities commission or other regulatory authority shall issue an
          order suspending the

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          qualification or exemption from qualification of the Transfer
          Restricted Securities under state securities or Blue Sky laws, the
          Company shall use its best efforts to obtain the withdrawal or lifting
          of such order at the earliest possible time;

               (iv) furnish to the Initial Purchaser(s) each selling Holder
          named in any Registration Statement or Prospectus and each of the
          underwriter(s) in connection with such sale, if any, before filing
          with the Commission, copies of any Registration Statement or any
          Prospectus included therein or any amendments or supplements to any
          such Registration Statement or Prospectus (including all documents
          incorporated by reference after the initial filing of such
          Registration Statement), which documents will be subject to the review
          and comment of such Holders and underwriter(s) in connection with such
          sale, if any, for a period of at least five Business Days, and the
          Company will not file any such Registration Statement or Prospectus or
          any amendment or supplement to any such Registration Statement or
          Prospectus (including all such documents incorporated by reference) to
          which the selling Holders of the Transfer Restricted Securities
          covered by such Registration Statement or the underwriter(s) in
          connection with such sale, if any, shall reasonably object within five
          Business Days after the receipt thereof;

               (v) promptly prior to the filing of any document that is to be
          incorporated by reference into a Registration Statement or Prospectus,
          provide copies of such document to the selling Holders and to the
          underwriter(s) in connection with such sale, if any, make the
          Company's representatives available for discussion of such document
          and other customary due diligence matters, and include such
          information in such document prior to the filing thereof as such
          selling Holders or underwriter(s) if any, reasonably may request;

               (vi) make available at reasonable times for inspection by the
          selling Holders, any managing underwriter participating in any
          disposition pursuant to such Registration Statement and any attorney
          or accountant retained by such selling Holders or any of such
          underwriter(s), all financial and other records, material corporate
          documents and properties of the Company and cause the Company's
          officers, directors and employees to supply all information reasonably
          requested by any such Holder, underwriter, attorney or accountant in
          connection with such Registration Statement or any posteffective
          amendment thereto subsequent to the filing thereof and prior to its
          effectiveness;

               (vii) if requested by any selling Holders or the underwriter(s)
          in connection with such sale, if any, promptly include in any
          Registration Statement or Prospectus, pursuant to a supplement or
          post-effective amendment if necessary, such information as such
          selling Holders and underwriter(s) if any, may reasonably request to
          have included therein, including, without limitation, information
          relating to the "Plan of Distribution" of the Transfer Restricted
          Securities, information with respect to the principal amount of
          Transfer Restricted Securities being sold to such underwriter(s) the
          purchase price being paid therefor and any other terms of the offering
          of the Transfer Restricted Securities to be sold in such offering; and
          make all required filings of such Prospectus supplement or
          post-effective amendment as soon as practicable after the Company is
          notified of the matters to be included in such Prospectus supplement
          or post-effective amendment;

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               (viii) furnish to each selling Holder and each of the
          underwriter(s) in connection with such sale, if any, without charge,
          at least one copy of the Registration Statement, as first filed with
          the Commission, and of each amendment thereto, including all documents
          incorporated by reference therein and all exhibits (including exhibits
          incorporated therein by reference);

               (ix) deliver to each selling Holder and each of the
          underwriter(s) if any, without charge, as many copies of the
          Prospectus (including each preliminary prospectus) and any amendment
          or supplement thereto as such Persons reasonably may request; the
          Company hereby consents to the use (in accordance with law) of the
          Prospectus and any amendment or supplement thereto by each of the
          selling Holders and each of the underwriter(s), if any, in connection
          with the offering and the sale of the Transfer Restricted Securities
          covered by the Prospectus or any amendment or supplement thereto;

               (x) enter into such agreements (including an underwriting
          agreement) and make such representations and warranties and take all
          such other actions in connection therewith in order to expedite or
          facilitate the disposition of the Transfer Restricted Securities
          pursuant to any Registration Statement contemplated by this Agreement
          as may be reasonably requested by any Holder of Transfer Restricted
          Securities or underwriter in connection with any sale or resale
          pursuant to any Registration Statement contemplated by this Agreement,
          and in such connection, whether or not an underwriting agreement is
          entered into and whether or not the registration is an Underwritten
          Registration, the Company shall:


                    (A) furnish (or in the case of paragraphs (2) and (3), use
               its best efforts to furnish) to each selling Holder and each
               underwriter, if any, upon the effectiveness of the Shelf
               Registration Statement and to each Restricted Broker- Dealer upon
               Consummation of the Exchange Offer:

                         (1) a certificate, dated the date of Consummation of
                    the Exchange Offer or the date of effectiveness of the Shelf
                    Registration Statement, as the case may be, signed on behalf
                    of the Company by (x) the President or any Vice President
                    and (y) a principal financial or accounting officer of the
                    Company, confirming, as of the date thereof, the matters set
                    forth in paragraphs (a) through (d) of Section 10 of the
                    Purchase Agreement and such other similar matters as the
                    Holders, underwriter(s) and/or Restricted Broker Dealers may
                    reasonably request;

                         (2) an opinion, dated the date of Consummation of the
                    Exchange Offer or the date of effectiveness of the Shelf
                    Registration Statement, as the case may be, of counsel for
                    the Company covering matters similar to those set forth in
                    paragraph (f) of Section 10 of the Purchase Agreement and
                    such other matters as the Holders, underwriters and/or
                    Restricted Broker Dealers may reasonably request, and in any
                    event


                                       12
<PAGE>   13

                    including a statement to the effect that such counsel has
                    participated in conferences with officers and other
                    representatives of the Company, representatives of the
                    independent public accountants for the Company and have
                    considered the matters required to be stated therein and the
                    statements contained therein, although such counsel has not
                    independently verified the accuracy, completeness or
                    fairness of such statements; and that such counsel advises
                    that, on the basis of the foregoing (relying as to
                    materiality to a large extent upon facts provided to such
                    counsel by officers and other representatives of the Company
                    and without independent check or verification), no facts
                    came to such counsel's attention that caused such counsel to
                    believe that the applicable Registration Statement, at the
                    time such Registration Statement or any post-effective
                    amendment thereto became effective and, in the case of the
                    Exchange Offer Registration Statement, as of the date of
                    Consummation of the Exchange Offer, contained an untrue
                    statement of a material fact or omitted to state a material
                    fact required to be stated therein or necessary to make the
                    statements therein not misleading, or that the Prospectus
                    contained in such Registration Statement as of its date and,
                    in the case of the opinion dated the date of Consummation of
                    the Exchange Offer, as of the date of Consummation,
                    contained an untrue statement of a material fact or omitted
                    to state a material fact necessary in order to make the
                    statements therein, in the light of the circumstances under
                    which they were made, not misleading. Without limiting the
                    foregoing, such counsel may state further that such counsel
                    assumes no responsibility for, and has not independently
                    verified, the accuracy, completeness or fairness of the
                    financial statements, notes and schedules and other
                    financial data included in any Registration Statement
                    contemplated by this Agreement or the related Prospectus;
                    and

                         (3) a customary comfort letter, dated as of the date of
                    effectiveness of the Shelf Registration Statement or the
                    date of Consummation of the Exchange Offer, as the case may
                    be, from the Company's independent accountants, in the
                    customary form and covering matters of the type customarily
                    covered in comfort letters to underwriters in connection
                    with primary underwritten offerings, and affirming the
                    matters set forth in the comfort letters delivered pursuant
                    to Section 10 of the Purchase Agreement, without exception.

                    (B) set forth in full or incorporate by reference in the
               underwriting agreement, if any, in connection with any sale or
               resale pursuant to any Shelf Registration Statement, the
               indemnification provisions and procedures of Section 8 hereof
               with respect to all parties to be indemnified pursuant to said
               Section; and

                    (C) deliver such other documents and certificates as may be
               reasonably requested by the selling Holders, the underwriter(s)
               if any, and Restricted Broker

                                       13
<PAGE>   14

               Dealers, if any, to evidence compliance with clause (A) above and
               with any customary conditions contained in the underwriting
               agreement or other agreement entered into by the Company pursuant
               to this clause (C).

          The above shall be done at each closing under such underwriting or
similar agreement, as and to the extent required thereunder, and if at any time
the representations and warranties of the Company contemplated in (A)(1) above
cease to be true and correct, the Company shall so advise the underwriter(s), if
any, the selling Holders and each Restricted Broker-Dealer promptly and, if
requested by such Persons, shall confirm such advice in writing;

               (xi) prior to any public offering of Transfer Restricted
          Securities, cooperate with the selling Holders, the underwriter(s) if
          any, and their respective counsel in connection with the registration
          and qualification of the Transfer Restricted Securities under the
          securities or Blue Sky laws of such jurisdictions as the selling
          Holders or underwriter(s), if any, may request and do any and all
          other acts or things necessary or advisable to enable the disposition
          in such jurisdictions of the Transfer Restricted Securities covered by
          the applicable Registration Statement; provided, however, that the
          Company shall not be required to register or qualify as a foreign
          corporation where it is not now so qualified or to take any action
          that would subject it to the service of process in suits or to
          taxation, other than as to matters and transactions relating to the
          Registration Statement, in any jurisdiction where it is not now so
          subject;

               (xii) issue, upon the request of any Holder of Series A Notes
          covered by any Shelf Registration Statement contemplated by this
          Agreement, Exchange Notes having an aggregate principal amount equal
          to the aggregate principal amount of Series A Notes surrendered to the
          Company by such Holder in exchange therefor or being sold by such
          Holder; such Exchange Notes to be registered in the name of such
          Holder or in the name of the purchaser(s) of such Notes, as the case
          may be; in return, the Series A Notes held by such Holder shall be
          surrendered to the Company for cancellation;

               (xiii) in connection with any sale of Transfer Restricted
          Securities that will result in such securities no longer being
          Transfer Restricted Securities, cooperate with the selling Holders and
          the underwriter(s), if any, to facilitate the timely preparation and
          delivery of certificates representing Transfer Restricted Securities
          to be sold and not bearing any restrictive legends; and to register
          such Transfer Restricted Securities in such denominations and such
          names as the Holders or the underwriter(s), if any, may request at
          least two Business Days prior to such sale of Transfer Restricted
          Securities;

               (xiv) use its best efforts to cause the disposition of the
          Transfer Restricted Securities covered by the Registration Statement
          to be registered with or approved by such other governmental agencies
          or authorities as may be necessary to enable the seller or sellers
          thereof or the underwriter(s), if any, to consummate the disposition
          of such Transfer Restricted Securities, subject to the proviso
          contained in clause (xi) above;

               (xv) subject to Section 6(c)(i), if any fact or event
          contemplated by Section

                                       14
<PAGE>   15

          6(c)(iii)(D) above shall exist or have occurred, prepare a supplement
          or post-effective amendment to the Registration Statement or related
          Prospectus or any document incorporated therein by reference or file
          any other required document so that, as thereafter delivered to the
          purchasers of Transfer Restricted Securities, the Prospectus will not
          contain an untrue statement of a material fact or omit to state any
          material fact necessary to make the statements therein, in the light
          of the circumstances under which they were made, not misleading;

               (xvi) provide a CUSIP number for all Transfer Restricted
          Securities not later than the effective date of a Registration
          Statement covering such Transfer Restricted Securities and provide the
          Trustee under the Indenture with printed certificates for the Transfer
          Restricted Securities which are in a form eligible for deposit with
          the Depository Trust Company;

               (xvii) cooperate and assist in any filings required to be made
          with the NASD and in the performance of any due diligence
          investigation by any underwriter (including any "qualified independent
          underwriter") that is required to be retained in accordance with the
          rules and regulations of the NASD, and use its best efforts to cause
          such Registration Statement to become effective and approved by such
          governmental agencies or authorities as may be necessary to enable the
          Holders selling Transfer Restricted Securities to consummate the
          disposition of such Transfer Restricted Securities;

               (xviii) otherwise use its best efforts to comply with all
          applicable rules and regulations of the Commission, and make generally
          available to its security holders with regard to any applicable
          Registration Statement, as soon as practicable, a consolidated
          earnings statement meeting the requirements of Rule 158 (which need
          not be audited) covering a twelve-month period beginning after the
          effective date of the Registration Statement (as such term is defined
          in paragraph (c) of Rule 158 under the Act);

               (xix) cause the Indenture to be qualified under the TIA not later
          than the effective date of the first Registration Statement required
          by this Agreement and, in connection therewith, cooperate with the
          Trustee and the Holders of Notes to effect such changes to the
          Indenture as may be required for such Indenture to be so qualified in
          accordance with the terms of the TIA; and execute and use its best
          efforts to cause the Trustee to execute, all documents that may be
          required to effect such changes and all other forms and documents
          required to be filed with the Commission to enable such Indenture to
          be so qualified in a timely manner; and

               (xx) provide promptly to each Holder upon request each document
          filed with the Commission pursuant to the requirements of Section 13
          or Section 15(d) of the Exchange Act.

          (d) Restrictions on Holders. Each Holder agrees by acquisition of a
Transfer Restricted Security that, upon receipt of the notice referred to in
Section 6(c)(i) or any notice from the Company of the existence of any fact of
the kind described in Section 6(c)(iii)(D) hereof, such

                                       15
<PAGE>   16

Holder will forthwith discontinue disposition of Transfer Restricted Securities
pursuant to the applicable Registration Statement until such Holder's receipt of
the copies of the supplemented or amended Prospectus contemplated by Section
6(c)(xv) hereof, or until it is advised in writing by the Company that the use
of the Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus (the
"Advice"). If so directed by the Company, each Holder will deliver to the
Company (at the Company's expense) all copies, other than permanent file copies
then in such Holder's possession, of the Prospectus covering such Transfer
Restricted Securities that was current at the time of receipt of either such
notice. In the event the Company shall give any such notice, the time period
regarding the effectiveness of such Registration Statement set forth in Section
3 or 4 hereof, as applicable, shall be extended by the number of days during the
period from and including the date of the giving of such notice pursuant to
Section 6(c)(i) or Section 6(c)(iii)(D) hereof to and including the date when
each selling Holder covered by such Registration Statement shall have received
the copies of the supplemented or amended Prospectus contemplated by Section
6(c)(xv) hereof or shall have received the Advice.

SECTION 7.   REGISTRATION EXPENSES

          (a) All expenses incident to the Company's performance of or
compliance with this Agreement will be borne by the Company, regardless of
whether a Registration Statement becomes effective, including without
limitation: (i) all registration and filing fees; (ii) all fees and expenses of
compliance with federal securities and state Blue Sky or securities laws; (iii)
all expenses of printing (including printing certificates for the Exchange Notes
to be issued in the Exchange Offer and printing of Prospectuses), messenger and
delivery services and telephone; (iv) all fees and disbursements of counsel for
the Company and (other than in connection with the Exchange Offer) the Holders
of Transfer Restricted Securities; (v) all application and filing fees, if any,
in connection with listing the Notes on a national securities exchange or
automated quotation system pursuant to the requirements hereof; and (vi) all
fees and disbursements of independent certified public accountants of the
Company (including the expenses of any special audit and comfort letters
required by or incident to such performance).

          The Company will, in any event, bear its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expenses of any annual audit and the
fees and expenses of any Person, including special experts, retained by the
Company.

          (b) In connection with the Shelf Registration Statement, the Company
will reimburse the Holders of Transfer Restricted Securities registered pursuant
to the Shelf Registration Statement, for the reasonable fees and disbursements
of not more than one counsel, who shall be chosen by the Holders of a majority
in principal amount of the Transfer Restricted Securities for whose benefit the
Shelf Registration Statement is being prepared in consultation with the Company.

SECTION 8.   INDEMNIFICATION AND CONTRIBUTION

          Indemnification. (a) The Company agrees, to the extent permitted by
law, to indemnify

                                       16
<PAGE>   17

and hold harmless each Holder and each person, if any, who controls any Holder
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act,
against any and all losses, claims, damages or liabilities, joint or several, to
which they or any of them may become subject under the Act or otherwise
("Indemnified Holder"), and to reimburse the Holders and such controlling person
or persons, if any, for any legal or other expenses incurred by them in
connection with defending any action, suit or proceeding (including governmental
investigations) as provided in Section 8(c) hereof, insofar as such losses,
claims, damages, liabilities or actions, suits or proceedings (including
governmental investigations) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in any Registration
Statement, or, if any Registration Statement shall be amended or supplemented,
in the Registration Statement as so amended or supplemented, or arise out of or
are based upon 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, except insofar as such losses, claims, damages, liabilities or
actions arise out of or are based upon any such untrue statement or alleged
untrue statement or omission or alleged omission which was made in the
Registration Statement or in the Registration Statement as so amended or
supplemented, in reliance upon and in conformity with information furnished in
writing to the Company by, any Holder expressly for use therein.

          The Company's indemnity agreement contained in this Section 8(a), and
the covenants, representations and warranties of the Company contained in this
Agreement, shall remain in full force and effect regardless of any investigation
made by or on behalf of any person, and the indemnity agreement contained in
this Section 8 shall survive any termination of this Agreement. The liabilities
of the Company in this Section 8(a) are in addition to any other liabilities of
the Company under this Agreement or otherwise.

          (b) Each Holder agrees, severally and not jointly, to the extent
permitted by law, to indemnify, hold harmless and reimburse the Company and each
person, if any, who controls the Company within the meaning of Section 15 of the
Act or Section 20 of the Exchange Act, to the same extent and upon the same
terms as the indemnity agreement of the Company set forth in Section 8(a)
hereof, but only with respect to alleged untrue statements or omissions made in
the Registration Statement or in the Registration Statement, as amended or
supplemented, (if applicable) in reliance upon and in conformity with
information furnished in writing to the Company by such Holder expressly for use
therein.

          The indemnity agreement on the part of each Holder contained in this
Section 8(b) shall remain in full force and effect regardless of any
investigation made by or on behalf of the Company or any other person, and the
indemnity agreement contained in this Section 8(b) shall survive any termination
of this Agreement.

          (c) If a claim is made or an action, suit or proceeding (including
governmental investigations) is commenced or threatened against any person as to
which indemnity may be sought under Section 8(a) or 8(b), such person (the
"Indemnified Person") shall notify the person against whom such indemnity may be
sought (the "Indemnifying Person ") promptly after any assertion of such claim
threatening to institute an action, suit or proceeding or if such an action,


                                       17
<PAGE>   18

suit or proceeding is commenced against such Indemnified Person, promptly after
such Indemnified Person shall have been served with a summons or other first
legal process, giving information as to the nature and basis of the claim.
Failure to so notify the Indemnifying Person shall not, however, relieve the
Indemnifying Person from any liability which it may have on account of the
indemnity under Section 8(a) or 8(b) if the Indemnifying Person has not been
prejudiced in any material respect by such failure. Subject to the immediately
succeeding sentence, the Indemnifying Person shall assume the defense of any
such litigation or proceeding, including the employment of counsel and the
payment of all expenses, with such counsel being designated, subject to the
immediately succeeding sentence, in writing by a majority in principal amount of
the Holders in the case of parties indemnified pursuant to Section 8(b) and by
the Company in the case of parties indemnified pursuant to Section 8(a). Any
Indemnified Person shall have the right to participate in such litigation or
proceeding and to retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Person unless (i) the
Indemnifying Person and the Indemnified Person shall have mutually agreed to the
retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include (x) the Indemnifying Person and (y)
the Indemnified Person and, in the written opinion of counsel to such
Indemnified Person, representation of both parties by the same counsel would be
inappropriate due to actual or likely conflicts of interest between them, in
either of which cases the reasonable fees and expenses of counsel (including
disbursements) for such Indemnified Person shall be reimbursed by the
Indemnifying Person to the Indemnified Person. If there is a conflict as
described in clause (ii) above, and the Indemnified Persons have participated in
the litigation or proceeding utilizing separate counsel whose fees and expenses
have been reimbursed by the Indemnifying Person and the Indemnified Persons, or
any of them, are found to be such fees and expenses of such separate counsel as
the Indemnifying Person shall have reimbursed. It is understood that the
Indemnifying Person shall not, in connection with any litigation or proceeding
or related litigation or proceedings in the same jurisdiction as to which the
Indemnified Persons are entitled to such separate representation, be liable
under this Agreement for the reasonable fees and out-of-pocket expenses of more
than one separate firm (together with not more than one appropriate local
counsel) for all such Indemnified Persons. Subject to the next paragraph, all
such fees and expenses shall be reimbursed by payment to the Indemnified Persons
of such reasonable fees and expenses of counsel promptly after payment thereof
by the Indemnified Persons.

          In furtherance of the requirement above that fees and expenses of any
separate counsel for the Indemnified Persons shall be reasonable, the Holders
and the Company agree that the Indemnifying Person's obligations to pay such
fees and expenses shall be conditioned upon the following:

               (1) in case separate counsel is proposed to be retained by the
          Indemnified Persons pursuant to clause (ii) of the preceding
          paragraph, the Indemnified Persons shall in good faith fully consult
          with the Indemnifying Person in advance as to the selection of such
          counsel;

               (2) reimbursable fees and expenses of such separate counsel shall
          be detailed and supported in a manner reasonably acceptable to the
          Indemnifying Person (but nothing

                                       18
<PAGE>   19

          herein shall be deemed to require the furnishing to the Indemnifying
          Person of any information, including without limitation, computer
          print-outs of lawyers' daily time entries, to the extent that, in the
          judgment of such counsel, furnishing such information might reasonably
          be expected to result in a waiver of any attorney-client privilege);
          and

               (3) the Company and the Holders shall cooperate in monitoring and
          controlling the fees and expenses of separate counsel for Indemnified
          Persons for which the Indemnifying Person is liable hereunder, and the
          Indemnified Person shall use every reasonable effort to cause such
          separate counsel to minimize the duplication of activities as between
          themselves and counsel to the Indemnifying Person.

          The Indemnifying Person shall not be liable for any settlement of any
litigation or proceeding effected without the written consent of the
Indemnifying Person, but if settled with such consent or if there be a final
judgment for the plaintiff, the Indemnifying Person agrees, subject to the
provisions of this Section 8, to indemnify the Indemnified Person from and
against any loss, damage, liability or expenses by reason of such settlement or
judgment. The Indemnifying Person shall not, without the prior written consent
of the Indemnified Persons, effect any settlement of any pending or threatened
litigation, proceeding or claim in respect of which indemnity has been properly
sought by the Indemnified Persons hereunder, unless such settlement includes an
unconditional release by the claimant of all Indemnified Persons from all
liability with respect to claims which are the subject matter of such
litigation, proceeding or claim.

          Contribution. If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an Indemnified Person under this
Section 8 in respect of any losses, claims, damages or liabilities (or actions,
suits or proceedings (including governmental investigations) in respect thereof)
referred to therein, then each Indemnifying Person under this Section 8 shall
contribute to the amount paid or payable by such Indemnified Person as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Indemnifying Person on the one hand and the Indemnified Person on the
other from the sale of the Transfer Restricted Securities. If, however, the
allocation provided by the immediately preceding sentence is not permitted by
applicable law, then each Indemnifying Person shall contribute to such amount
paid or payable by such Indemnified Person in such proportion as is appropriate
to reflect not only such relative benefits but also the relative fault of each
Indemnifying Person, if any, on the one hand and the Indemnified Person on the
other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities (or actions, suits or proceedings
(including governmental investigations) in respect thereof), as well as any
other relevant equitable considerations. The relative fault 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 on the one hand or
the Holders on the other and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and the Holders agree that it would not be just and equitable if
contribution pursuant to this Section 8 were determined by pro rata allocation
(even if the Holders were treated as one entity for such



                                       19
<PAGE>   20

purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 8. The amount paid or
payable by an Indemnified Person as a result of the losses, claims, damages or
liabilities (or actions, suits or proceedings (including governmental
proceedings) in respect thereof) referred to above in this Section 8 shall be
deemed to include any legal or other expenses reasonably incurred by such
Indemnified Person in connection with investigating or defending any such
action, suits or proceedings (including governmental proceedings) or claim,
provided that the provisions of Section 8 have been complied with (in all
material respects) in respect of any separate counsel for such Indemnified
Person. Notwithstanding the provisions of this Section 8, no Holder shall be
required to contribute any amount greater than the excess of the amount by which
the total received by such Holder with respect to the sale of its Transfer
Restricted Securities pursuant to a Registration Statement exceeds the sum of
(A) the amount paid by such Holder for such Transfer Restricted Securities plus
(B) the amount of any damages which 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 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Holders'
obligations in this Section 8 to contribute are several in proportion to their
respective underwriting obligations and not joint.

          The agreement with respect to contribution contained in this Section 8
hereof shall remain in full force and effect regardless of any investigation
made by or on behalf of the Company or any Holder, and shall survive any
termination of this Agreement.

SECTION 9.   RULE 144A

          The Company hereby agrees with each Holder, for so long as any
Transfer Restricted Securities remain outstanding and during any period in which
the Company is not subject to Section 13 or 15(d) of the Securities Exchange
Act, to make available, upon request of any Holder of Transfer Restricted
Securities, to any Holder or beneficial owner of Transfer Restricted Securities
in connection with any sale thereof and any prospective purchaser of such
Transfer Restricted Securities designated by such Holder or beneficial owner,
the information required by Rule 144A(d)(4) under the Act in order to permit
resales of such Transfer Restricted Securities pursuant to Rule 144A.

SECTION 10.   UNDERWRITTEN REGISTRATIONS

          No Holder may participate in any Underwritten Registration hereunder
unless such Holder (a) agrees to sell such Holder's Transfer Restricted
Securities on the basis provided in customary underwriting arrangements entered
into in connection therewith and (b) completes and executes all reasonable
questionnaires, powers of attorney, and other documents required under the terms
of such underwriting arrangements.

SECTION 11.   SELECTION OF UNDERWRITERS

          For any Underwritten Offering, the investment banker or investment
bankers and

                                       20
<PAGE>   21

manager or managers for any Underwritten Offering that will administer such
offering will be selected by the Holders of a majority in aggregate principal
amount of the Transfer Restricted Securities included in such offering;
provided, that such investment bankers and managers must be reasonably
satisfactory to the Company. The Holders of Transfer Restricted Securities
included in any such Underwritten Offering shall be responsible for paying all
underwriting or placement fees charged, or costs or expenses incurred, by such
investment bankers and managers in connection with such Underwritten Offering.
Such investment bankers and managers are referred to herein as the
"underwriters."

SECTION 12.   MISCELLANEOUS

          (a) Remedies. Each Holder, in addition to being entitled to exercise
all rights provided herein, in the Indenture, the Purchase Agreement or granted
by law, including recovery of liquidated or other damages, will be entitled to
specific performance of its rights under this Agreement. The Company agrees that
monetary damages would not be adequate compensation for any loss incurred by
reason of a breach by them of the provisions of this Agreement and hereby agree
to waive the defense in any action for specific performance that a remedy at law
would be adequate.

          (b) No Inconsistent Agreements. The Company will not, on or after the
date of this Agreement, enter into any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. The Company has not previously
entered into any agreement granting any registration rights with respect to its
securities to any Person. 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 securities under any agreement in effect on the date
hereof.

          (c) Adjustments Affecting the Notes. The Company will not take any
action, or voluntarily permit any change to occur, with respect to the Notes
that would materially and adversely affect the ability of the Holders to
Consummate any Exchange Offer.

          (d) Amendments and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to or departures
from the provisions hereof may not be given unless (i) in the case of Section 5
hereof and this Section 12(d)(i), the Company has obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities. Notwithstanding the foregoing, a waiver or consent to
departure from the provisions hereof that relates exclusively to the rights of
Holders whose securities are being tendered pursuant to the Exchange Offer and
that does not affect directly or indirectly the rights of other Holders whose
securities are not being tendered pursuant to such Exchange Offer may be given
by the Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities subject to such Exchange Offer.

          (e) Notices. All notices and other communications provided for or
permitted hereunder

                                       21
<PAGE>   22

shall be made in writing by hand-delivery, first-class mail (registered or
certified, return receipt requested), telex, telecopier, or air courier
guaranteeing overnight delivery:

               (i) if to a Holder, at the address set forth on the records of
          the Registrar under the Indenture, with a copy to the Registrar under
          the Indenture; and

               (ii) if to Panhandle:

                       c/o CMS Energy Corporation
                       Fairlane Plaza South, Suite 1100
                       330 Town Center Drive
                       Dearborn, Michigan 48126

                       Telecopier No.: (313) 436-9258, Attention: Alan M. Wright

                  With a copy to:

                       Robert C. Shrosbree, Esq.
                       Telecopier No.: (313) 436-9225

          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 prepaid, if mailed; when receipt
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.

          (f) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment,
subsequent Holders of Transfer Restricted Securities; provided, however, that
this Agreement shall not inure to the benefit of or be binding upon a successor
or assign of a Holder unless and to the extent such successor or assign acquired
Transfer Restricted Securities directly from such Holder.

          (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, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.



                                       22
<PAGE>   23

          (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.

          (k) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.



















                                       23
<PAGE>   24

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


                                    PANHANDLE EASTERN PIPE LINE COMPANY



                                    By:    /s/ Alan M. Wright
                                        ----------------------------------------
                                    Name:      Alan M. Wright
                                    Title.     Senior Vice President, Chief
                                               Financial Officer and Treasurer



DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION



By: /s/ Gavin H. Wolfe
   ----------------------------------
   Name: Gavin H. Wolfe
   Title: Senior Vice President