exhibit10a.htm


     

    
      
        

      

    

    EXHIBIT
10.A

     

    
 

    REGISTRATION RIGHTS
AGREEMENT

     

     

     

     

    dated
as of

     

    January
27, 2009

     

     

     

     

    among

     

     

     

    TENNESSEE
GAS PIPELINE COMPANY

     

     

     

    and

     

     

    BANC
OF AMERICA SECURITIES LLC

    CREDIT
SUISSE SECURITIES (USA) LLC

    DEUTSCHE
BANK SECURITIES INC.

    GREENWICH
CAPITAL MARKETS, INC.

    


     

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
 

    REGISTRATION
RIGHTS AGREEMENT

     

    THIS REGISTRATION RIGHTS AGREEMENT
(the “Agreement”)
is made and entered into as of January 27, 2009, by and among Tennessee Gas
Pipeline Company (the “Company”),
a corporation duly organized and existing under the laws of the State of
Delaware, and Banc of America Securities LLC, Credit Suisse Securities (USA)
LLC, Deutsche Bank Securities Inc. and Greenwich Capital Markets, Inc.,
as representatives (the “Representatives”) of
the several initial purchasers (the “Purchasers”) listed
on Schedule A to the Purchase Agreement referred to below.

     

    This Agreement is
made pursuant to the Purchase Agreement dated January 22, 2009, 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
$250,000,000 aggregate principal amount of its 8.000% Notes due 2016 (the “Securities”). The
Securities are to be issued under an indenture, dated as of March 4, 1997 (the
“Base
Indenture”), as supplemented and amended by the Sixth Supplemental
Indenture thereto to be dated as of the Closing Date (as defined herein) (the
“Supplemental
Indenture”) between the Company and Wilmington Trust Company (as
successor in interest to JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank)), as Trustee.  The Base Indenture, as supplemented by
the Supplemental Indenture, is referred to herein as the
“Indenture.”

     

    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 and delivery of this Agreement is a
condition to the closing under the Purchase Agreement.

     

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

     

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

     

    “1933 Act” shall
mean the Securities Act of 1933, as amended from time to time.

     

    “1934 Act” shall
mean the Securities Exchange Act of 1934, as amended from time to
time.

     

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

     

    “Agreement” shall
have the meaning set forth in the preamble.

     

     

    
 

    
      
         


      

      
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    “Business Day”
shall have the meaning set forth in Rule 13e-4(a)(3) under the 1934
Act.

     

    “Closing Date”
shall mean the Closing Date as defined in the Purchase Agreement.

     

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

     

    “Exchange Dates”
shall have the meaning set forth in Section 2(a)(ii).

     

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

     

    “Exchange Offer
Registration” shall mean a registration under the 1933 Act effected pursuant to
Section 2(a) hereof.

     

    “Exchange Offer
Registration Statement” shall mean a registration statement on Form S-4 (or, if
applicable, on another appropriate form) relating to an offering of Exchange
Securities pursuant to an Exchange Offer and all amendments and supplements to
such registration statement, in each case including the Prospectus contained
therein or deemed a part thereof, all exhibits thereto and any document
incorporated by reference therein.

     

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

     

    “Free Writing
Prospectus” means each free writing prospectus (as defined in Rule 405 under the
1933 Act) prepared by or on behalf of the Company or used or referred to by the
Company in connection with the sale of the Securities or Exchange
Securities.

     

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

     

     

     

    
      
        
        

      

      
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    “Indemnified Party”
shall have the meaning set forth in Section 5(c).

     

    “Indemnifying
Party” shall have the meaning set forth in Section 5(c).

     

    “Indenture” shall
have the meaning set forth in the preamble.

     

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

     

    “Issuer
Information” shall have the meaning set forth in Section 5(a).

     

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

     

    “Participant” shall
have the meaning set forth in Section 5(a).

     

    “Participating
Broker-Dealer” shall have the meaning set forth in Section 4(a)
hereof.

     

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

     

    “Prospectus” shall
mean the prospectus included in, or, pursuant to the rules and regulations of
the 1933 Act, deemed a part of, a Registration Statement, including any
preliminary prospectus, and any such prospectus as amended or supplemented by
any prospectus supplement, including a prospectus supplement with respect to the
terms of the offering of any portion of the Registrable Securities covered by a
Shelf Registration Statement, and by all other amendments and supplements to
such prospectus, and in each case including any document incorporated by
reference therein.

     

    “Purchase
Agreement” shall have the meaning set forth in the preamble.

     

    “Registrable
Securities” shall mean the Securities; provided that the Securities shall
cease to be Registrable Securities on the earliest of (i) the date on which
a Registration Statement with respect to such Securities shall have been
declared effective under the 1933 Act and such Securities shall have been
exchanged or disposed of pursuant to such Registration Statement, (ii) the
date on which such Securities have been sold to the public pursuant to Rule 144
under the 1933 Act (or any similar provision then in force, but not Rule 144A
under the 1933 Act), (iii) the date on which such Securities shall have
ceased to be outstanding or (iv) one year after the date of issuance of the
Securities.

     

     

     

    
      
        
        

      

      
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    “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 Financial Industry Regulatory, Inc. registration and
filing fees, (ii) all fees and expenses incurred in connection with compliance
with state securities or blue sky laws (including reasonable fees and
disbursements of counsel for any underwriters or Holders in connection with blue
sky qualification of any of the Exchange Securities or Registrable Securities),
(iii) all expenses of any Person in preparing or assisting in preparing, word
processing, printing and distributing any Registration Statement, any
Prospectus, any Free Writing Prospectus and 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 “comfort” letters required by or incident
to such performance and compliance, but excluding fees and expenses of counsel
to the underwriters (other than the fees and expenses set forth in clause (ii)
above) and the Holders and underwriting discounts and commissions and transfer
taxes, if any, relating to the sale or disposition of Registrable Securities by
a Holder.

     

    “Registration
Statement” shall mean any registration statement of the Company that covers any
of the Exchange Securities or the Registrable Securities pursuant to the
provisions of this Agreement and all amendments and supplements to any such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein or deemed a part thereof, all
exhibits thereto and any document incorporated by reference
therein.

     

    “Representatives”
shall have the meaning set forth in the preamble.

     

    “SEC” shall mean
the Securities and Exchange Commission.

     

     

    
      
        
        

      

      
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    “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 that covers all of the
Registrable Securities (but no other securities unless approved by the Holders
of a majority of the aggregate principal amount of outstanding Registrable
Securities that are covered by such Shelf Registration Statement) on an
appropriate form under Rule 415 under the 1933 Act, or any similar rule that may
be adopted by the SEC, and all amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein or deemed a part thereof, all exhibits thereto and
any document incorporated by reference therein.

     

    “TIA” shall have
the meaning set forth in Section 3(m) hereof.

     

    “Trustee” shall
have the meaning set forth in the preamble.

     

    “Underwriter” shall
have the meaning set forth in Section 3 hereof.

     

    “Underwritten
Registration or Underwritten Offering” shall mean a registration in which
Registrable Securities are sold to an Underwriter for reoffering to the
public.

     

    2.           Registration under the 1933
Act.

     

    (a)           To
the extent not prohibited by any applicable law or applicable interpretation of
the staff of the SEC, the Company shall (1) cause to be filed an Exchange Offer
Registration Statement within 180 days following the Closing Date covering the
offer by the Company to the Holders to exchange all of the Registrable
Securities for an equal aggregate principal amount of Exchange Securities and
(2) use its reasonable best efforts to cause such Exchange Offer Registration
Statement to become effective within 220 days following the Closing Date. The
Company shall use its reasonable best efforts to have the Exchange Offer
Registration Statement remain effective until the closing of the Exchange Offer.
The Company shall commence the Exchange Offer promptly after the Exchange Offer
Registration Statement has been declared effective by the SEC and use its
reasonable best efforts to have the Exchange Offer consummated not later than 30
Business Days after such effective date. The Company shall commence the Exchange
Offer by mailing the related exchange offer Prospectus and accompanying
documents to each Holder stating, in addition to such other disclosures as are
required by applicable law:

     

     

    
 

    
      
         


      

      
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    (i)           that
the Exchange Offer is being made pursuant to this Agreement and that all
Registrable Securities validly tendered and not properly withdrawn will be
accepted for exchange;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    The Company shall
use its reasonable best efforts to complete the Exchange Offer as provided above
and shall comply with the applicable requirements of the 1933 Act, the 1934 Act
and other applicable laws and regulations in connection with the Exchange Offer.
The Exchange Offer shall not be subject to any conditions, other than that the
Exchange Offer does not violate applicable law or any applicable interpretation
of the staff of the SEC. The Company shall inform the Initial Purchasers of the
names and addresses of the Holders to whom the Exchange Offer is made, and the
Initial Purchasers shall have the right, subject to applicable law, to contact
such Holders and otherwise facilitate the tender of Registrable Securities in
the Exchange Offer.

     

     

     

    
      
        
        

      

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

     

    (b)           If
(i) the Company determines that the Exchange Offer Registration provided for in
Section 2(a) above is not available or may not be consummated as soon as
practicable after the last Exchange Date because it would violate applicable law
or the applicable interpretations of the staff of the SEC, (ii) the Exchange
Offer is not for any other reason consummated within 270 days following the
Closing Date or (iii) in the written opinion of counsel for the Holders a Shelf
Registration Statement must be filed and a Prospectus must be delivered by any
Holder in connection with any reoffering or resale of Registrable Securities,
the Company shall (x) file with the SEC within 75 days following such
determination, date or notice of such opinion of counsel is given to the Company
a Shelf Registration Statement providing for the resale by the Holders (other
than those who fail to comply with the paragraph immediately following clause
(q) of Section 3) of all of their Registrable Securities and (y) use its
reasonable best efforts to cause such Shelf Registration Statement to become
effective within 60 days of the filing of such Shelf Registration Statement. If
the Company is required to file a Shelf Registration Statement solely as a
result of the matters referred to in clause (iii) of the preceding sentence, the
Company shall use its reasonable best efforts to file and have declared
effective by the SEC both an Exchange Offer Registration Statement pursuant to
Section 2(a) with respect to all Registrable 

     

     

     

    
      
        
        

      

      
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    Securities and a
Shelf Registration Statement (which may be a combined Registration Statement
with the Exchange Offer Registration Statement) with respect to reoffers and
resales of Registrable Securities held by the Holders who must deliver the
related Prospectus. The Company agrees to use its reasonable best efforts to
keep the Shelf Registration Statement continuously effective until one year
after the Closing Date or such shorter period that will terminate when all of
the Registrable Securities covered by the Shelf Registration Statement have been
sold pursuant to the Shelf Registration Statement or cease to be Registrable
Securities within the meaning of this Agreement. The Company further agrees to
supplement or amend the Shelf Registration Statement, the related Prospectus and
any Free Writing Prospectus if required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Shelf Registration Statement or by the 1933 Act or by any other rules and
regulations thereunder for shelf registration or if reasonably requested by a
Holder with respect to information relating to such Holder, and to use its
reasonable best efforts to cause any such amendment to become effective and such
Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case
may be, to become usable as soon as thereafter practicable. The Company agrees
to furnish to the Holders of Registrable Securities copies of any such
supplement or amendment promptly after its being used or filed with the
SEC.

     

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

     

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

     

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

     

    (i)           the
Exchange Offer Registration Statement is not filed with the SEC on or prior to
the 180th day following the Closing Date,

     

    (ii)           the
Exchange Offer Registration Statement is not declared effective on or prior to
the 220th day following the Closing Date,

     

     

     

    
      
        
        

      

      
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    (iii)           the
Exchange Offer is not completed on or prior to the 270th day following the
Closing Date, or

     

    (iv)           the
Shelf Registration Statement is required to be filed but is not filed or
declared effective within the time period set forth herein or is declared
effective but thereafter ceases to be effective or usable prior to the first
anniversary of the Closing Date other than after the Registrable Securities have
been disposed of under the Shelf Registration Statement or cease to be
Registrable Securities, without being succeeded within two Business Days by a
post-effective amendment which cures the failure and that is itself immediately
declared effective,(each such event referred to in clauses (i) through (iv) a
“Registration Default”), additional interest (“Additional Interest”) will accrue
on the affected Registrable Securities and the affected Exchange Securities, as
applicable. The rate of Additional Interest will be 0.25% per annum of the
principal amount of Registrable Securities held by such Holder for the first
90-day period immediately following the occurrence of a Registration Default,
increasing by 0.25% per annum with respect to each subsequent 90-day period, up
to a maximum of 1.00% per annum, from and including the date on which any such
Registration Default shall occur to, but excluding, the earlier of (1) the date
on which all Registration Defaults have been cured or (2) the date on which all
the Registrable Securities and Exchange Securities otherwise become freely
transferable by Holders other than affiliates of the Company without further
registration under the 1933 Act.

     

    Notwithstanding the
foregoing, (1) the amount of Additional Interest payable shall not increase
because more than one Registration Default has occurred and is pending and (2) a
Holder of Registrable Securities or Exchange Securities who is not entitled to
the benefits of the Shelf Registration Statement because such Holder has not
provided the information called for hereby for inclusion in the Shelf
Registration Statement shall not be entitled to Additional Interest with respect
to a Registration Default that pertains to the Shelf Registration
Statement.

     

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

     

    (g)           Without
limiting the remedies available to the Initial Purchasers and 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 Initial Purchasers and 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.

     

     

     

    
      
        
        

      

      
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    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 (x) shall be selected by the Company, (y) shall, in the
case of a Shelf Registration, be available for the sale of the Registrable
Securities by the selling Holders thereof and (z) shall comply as to form in all
material respects with the applicable requirements of the 1933 Act and rules and
regulations promulgated thereunder and include all financial statements required
by the SEC to be filed therewith, and use reasonable best efforts to cause such
Registration Statement to become effective and remain effective for the
applicable period 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 in accordance with Section 2 hereof and
cause each Prospectus to be supplemented by any required prospectus supplement
and, as so supplemented, to be filed pursuant to Rule 424 under the 1933 Act;
and keep each Prospectus current during the period described under Section 4(3)
and Rule 174 under the 1933 Act that is applicable to transactions by brokers or
dealers with respect to the Registrable Securities or Exchange
Securities;

     

    (c)           to
the extent any Free Writing Prospectus is used, file with the SEC any Free
Writing Prospectus that is required to be filed by the Company with the SEC in
accordance with the 1933 Act and to retain any Free Writing Prospectus not
required to be filed;

     

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

     

     

     

    
      
         

      

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

     

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

     

     

     

    
      
        
        

      

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

     

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

     

    (i)           in
the case of a Shelf Registration, cooperate with the Holders of Registrable
Securities to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold and not bearing any restrictive
legends (unless required by applicable securities laws) and enable such
Registrable Securities to be in such denominations (consistent with the
provisions of the Indenture) and registered in such names as the Holders may
reasonably request at least two Business Days prior to the closing of any sale
of Registrable Securities;

     

    (j)           in
the case of a Shelf Registration, upon the occurrence of any event contemplated
by Section 3(f)(v) hereof, use its reasonable best efforts to prepare and file
with the SEC a supplement or post-effective amendment to a Registration
Statement or the related Prospectus, any Free Writing Prospectus or any document
incorporated therein by reference or file any other required document so that,
as thereafter delivered to the purchasers of the Registrable Securities, such
Prospectus or Free Writing Prospectus, as the case may be, 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 of
Registrable Securities to suspend use of the Prospectus or any Free Writing
Prospectus as promptly as practicable after the occurrence of such an event, and
the Holders hereby agree to suspend use of the Prospectus or any Free Writing
Prospectus until the Company has amended or supplemented the Prospectus or any
Free Writing Prospectus to correct such misstatement or omission and has
furnished copies of the amended or supplemented Prospectus or Free Writing
Prospectus to the Holders or until the Company notifies the Holders that the
sale of the Registrable Securities may be resumed;

     

     

    
      
        
        

      

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

     

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

     

    (m)           if
not already qualified under the Trust Indenture Act of 1939, as amended (the
“TIA”), cause
the Indenture to be so qualified in connection with the registration of the
Exchange Securities or Registrable Securities, as the case may be, and cooperate
with the Trustee and the Holders to effect such changes to the Indenture as may
be required for the Indenture to be so qualified in accordance with the terms of
the TIA and execute, and use commercially reasonable best efforts to cause the
Trustee to execute, all documents as may be required to effect such changes and
all other forms and documents required to be filed with the SEC to enable the
Indenture to be so qualified in a timely manner;

     

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

     

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

     

     

     

    
      
        
        

      

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

     

    (q)           in
the case of a Shelf Registration, enter into such customary agreements and take
all such other actions in connection therewith (including those reasonably
requested by the Holders of a majority of the Registrable Securities being sold
thereunder) in order to expedite or facilitate the disposition of such
Registrable Securities thereunder including, but not limited to, pursuant to an
Underwritten Offering and in such connection, (i) to the extent possible, make
such representations and warranties to the Holders and any Underwriters of such
Registrable Securities with respect to the business of the Company and its
subsidiaries, the Registration Statement, Prospectus, any Free Writing
Prospectus and documents incorporated by reference or deemed incorporated by
reference, if any, in each case, in form, substance and scope as are customarily
made by issuers to underwriters in underwritten offerings and confirm the same
if and when requested, (ii) obtain opinions of counsel to the Company (which
counsel and opinions, in form, scope and substance, shall be reasonably
satisfactory to the Holders of a majority in principal amount of the Registrable
Securities being sold under such Shelf Registration Statement, such Underwriters
and their respective counsel) addressed to each selling Holder and Underwriter
of Registrable Securities, covering the matters customarily covered in opinions
requested in underwritten offerings, (iii) obtain “comfort” letters from the
independent certified public accountants of the Company (and, if necessary, any
other certified public accountant of any subsidiary of the Company, or of any
business acquired by the Company for which financial statements and financial
data are or are required to be included in the Registration Statement) addressed
to each selling Holder and Underwriter of Registrable Securities, such letters
to be in customary form and covering matters of the type customarily covered in
“comfort” letters in connection with underwritten offerings, and (iv) deliver
such documents and certificates as may be reasonably requested by the Holders of
a majority in principal amount of the Registrable Securities being sold under
such Shelf Registration Statement or by the Underwriters, and which are
customarily delivered in underwritten offerings, to evidence the continued
validity of the representations and warranties of the Company made pursuant to
clause (i) above and to evidence compliance with any customary conditions
contained in an underwriting agreement.

     

    In
the case of a Shelf Registration Statement, the Company may require each Holder
of Registrable Securities to furnish to the Company such information regarding
the Holder and the proposed distribution by such Holder of such Registrable
Securities as the Company may from time to time reasonably request in writing.


     

     

     

    
      
        
        

      

      
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        No
Holder of Registrable Securities may include its Registrable Securities in such
Shelf Registration Statement unless and until such Holder furnishes such
information to the Company. Each Holder including Registrable Securities in a
Shelf Registration Statement shall agree to furnish promptly to the Company all
information regarding such Holder and the proposed distribution by such Holder
of such Registrable Securities required to make the information previously
furnished to the Company by such Holder not materially misleading.

         

      

    

    
      In connection with an Exchange Offer
Registration, each Holder exchanging Securities for Exchange Securities shall be
required to represent that (i) neither the Holder nor any such other Person is
an “affiliate” of the Company within the meaning of Rule 405 under the 1933 Act
or, if such Person is an “affiliate,” that such Holder will comply with the
registration and prospectus delivery requirements of the 1933 Act to the extent
applicable, (ii) at the time of the Exchange Offer, neither such Holder nor any
such other Person has an arrangement or understanding with any Person to
participate in the distribution of Securities or Exchange Securities, (iii) 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, and (iv) 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.

       
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(f)(v) hereof, such Holder will
forthwith discontinue disposition of Registrable Securities pursuant to a
Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended Prospectus and any Free Writing Prospectus contemplated
by Section 3(j) 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 and any Free Writing Prospectus covering such Registrable Securities
that is current at the time of receipt of such notice.

     

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

     

     

     

    
      
        
        

      

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

     

    4.           Participation of
Broker-Dealers in Exchange Offer.

     

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

     

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

     

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

     

    (i)           the
Company shall not be required to amend or supplement the Prospectus contained in
the Exchange Offer Registration Statement, as would otherwise be contemplated by
Section 3(j), 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

     

     

     

    
      
        
        

      

      
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    (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 Deutsche Bank
Securities 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,
“comfort” letter with respect to the Prospectus in the form existing on the last
Exchange Date and with respect to each subsequent amendment or supplement, if
any, effected during the period specified in clause (i) above.

     

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

     

    5.           Indemnification and
Contribution.

     

    (a)           The
Company agrees to indemnify and hold harmless the Initial Purchasers, each
Holder and each Person, if any, who controls the Initial Purchasers or any
Holder within the meaning of either Section 15 of the 1933 Act or Section 20 of
the 1934 Act, or is under common control with, or is controlled by, the Initial
Purchasers or any Holder (each, a “Participant”), from
and against all losses, claims, damages and liabilities (including, without
limitation, any legal fees or other expenses reasonably incurred by a
Participant in connection with defending or investigating any such action or
claim) caused by any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement (or any amendment thereto) pursuant
to which Exchange Securities or Registrable Securities were registered under the
1933 Act, including all documents incorporated therein by reference, or caused
by any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading, or
caused by any untrue statement or alleged untrue statement of a material fact
contained in any Prospectus, any Free Writing Prospectus or any “issuer
information” (“Issuer
Information”) filed or required to be filed pursuant to Rule 433(d) under


     

     

     

    
      
        
        

      

      
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    the 1933 Act, 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. In connection with any Underwritten Offering permitted by Section
3, the Company will also enter into an underwriting agreement pursuant to which
the Company will agree to indemnify the Underwriters, if any, selling brokers,
dealers and similar securities industry professionals participating in such
Underwritten Offering, their officers and directors and each Person who controls
such Persons (within the meaning of either Section 15 of the 1933 Act or Section
20 of the 1934 Act) to the same extent as provided above with respect to the
indemnification of the Holders, if requested in connection with any Registration
Statement for such Underwritten Offering.

     

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

     

    (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 

     

     

     

    
      
        
        

      

      
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    firm (in addition
to any local counsel) for the Company, its directors, its officers who sign the
Registration Statement and each Person, if any, who controls the Company within
the meaning of either such Section and (c) the fees and expenses of more than
one separate firm (in addition to any local counsel) for all Holders and all
Persons, if any, who control any Holders within the meaning of either such
Section, and that all such fees and expenses shall be reimbursed as they are
incurred. In such case involving the Initial Purchasers and Persons who control
the Initial Purchasers, such firm shall be designated in writing by the
Representatives. In such case involving the Holders and such Persons who control
Holders, such firm shall be designated in writing by the Majority Holders. In
all other cases, such firm shall be designated by the Company. The Indemnifying
Party shall not be liable for any settlement of any proceeding effected without
its written consent but, if settled with such consent or if there be a final
judgment for the plaintiff, the Indemnifying Party agrees to indemnify the
Indemnified Party from and against any loss or liability by reason of such
settlement or judgment. No Indemnifying Party shall, without the prior written
consent of the Indemnified Party, effect any settlement of any pending or
threatened proceeding in respect of which such Indemnified Party is or could
have been a party and indemnity could have been sought hereunder by such
Indemnified Party, unless such settlement includes an unconditional release of
such Indemnified Party from all liability on claims that are the subject matter
of such proceeding.

     

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

     

     

     

    
      
        
        

      

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

     

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

     

    6.           Miscellaneous.

     

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

     

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

     

     

     

    
      
        
        

      

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

     

    All such notices
and communications shall be deemed to have been duly given at the time delivered
by hand, if personally delivered; five Business Days after being deposited in
the mail, postage pre-paid, if mailed; when answered back, if telexed; when
receipt is acknowledged, if telecopied; and on the next Business Day if timely
delivered to an air courier guaranteeing overnight delivery.

     

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

     

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

     

    (e)           Purchases and Sales of
Securities. The Company shall not, and shall use its reasonable best
efforts to cause its affiliates (as defined in Rule 405 under the 1933 Act) not
to, purchase and then resell or otherwise transfer any Securities.

     

     

     

    
      
        
        

      

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

     

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

     

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

     

    (i)           Governing Law. This Agreement
shall be governed by, and construed in accordance with, the laws of the State of
New York.

     

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

     

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

    
 

    
 

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

     

     

    
      
        	 	TENNESSEE GAS
      PIPELINE COMPANY	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ John
      J. Hopper	 
	 	 	
                Name: John J.
      Hopper

              	 
	 	 	
                Title:  
      Vice President and Treasurer

              	 
	 	 	 	 


      

    

     

     

     

     

    
 

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

     

     

    
 

    Confirmed and
accepted as of the

    date first above
written:

     

     

    
      
        	
                Banc of
      America Securities LLC

              
	 	 	 
	
                By:
      

              	/s/ Lily
      Change
	 	 	Name: 	Lily
      Change
	 	 	Title:	Principal
	 	 	 	 


      

       

      
        
          
            	
                    
                      Credit Suisse
      Securities (USA) LLC

                    

                  
	 	 	 
	
                    By:
      

                  	/s/ Osmar
      Abib
	 	 	Name: 	Osmar
      Abib
	 	 	Title:	Managing
      Director
	 	 	 	 


          

          
             

            
              
                	
                        Deutsche Bank
      Securities Inc

                      
	 	 	 
	
                        By:
      

                      	/s/ Stephen
      P. Cunningham
	 	 	Name: 	Stephen P.
      Cunningham
	 	 	Title:	Managing
      Director


              

              
                
                  
                    	
                            
                               

                            

                          
	
                            By:
      

                          	/s/ Edwin
      Roland
	 	 	Name: 	Edwin
      Roland
	 	 	Title:	Managing
      Director
	 	 	 	 


                  

                  
                     

                    
                      
                        	
                                
                                  Greenwich
      Capital Markets, Inc.

                                

                              
	 	 	 
	
                                By:
      

                              	/s/ Okwudiri
      Onyedum
	 	 	Name: 	Okwudiri
      Onyedum 
	 	 	Title:	Senior Vice
      President