Exhibit 10.A


    EXHIBIT
      10.A

     

    


     

    


     

    REGISTRATION
      RIGHTS AGREEMENT

     

    dated
      as
      of

     

    December
      28, 2005

     

    among

     

    EL
      PASO CORPORATION

     

    and

     

    GOLDMAN,
      SACHS & CO.

    


    CITIGROUP
      GLOBAL MARKETS INC.

    


    as
      Dealer Managers

    


     

    


     


    REGISTRATION
      RIGHTS AGREEMENT

     

    
      THIS
        REGISTRATION RIGHTS AGREEMENT (the “Agreement”)
        is made and entered into as of December 28, 2005, by and among EL PASO
        CORPORATION (the “Company”),
        a corporation duly organized and existing under the laws of the State of
        Delaware, and GOLDMAN, SACHS & CO. and CITIGROUP GLOBAL MARKETS INC. (the
“Dealer
        Managers”).

    

     

    As
      more fully described in the Dealer Manager Agreement dated as of December 2,
      2005 (the “Dealer
      Manager Agreement”),
      by and among the Company, El Paso CGP Company, L.L.C. (formerly known as El
      Paso
      CGP Company), a Delaware limited liability company and a wholly-owned subsidiary
      of the Company (“CGP”),
      and the Dealer Managers, the Company proposes to make an exchange offer for
      any
      and all of the outstanding notes of each series set forth on Schedule I hereto
      (the “Outstanding
      CGP Notes”)
      issued by CGP in exchange for newly issued notes of the Company (the
“Securities”)
      as set forth on Schedule I hereto. The Securities to be issued in exchange
      for
      Outstanding CGP Notes will be issued pursuant to an Indenture dated as of May
      10, 1999 between the Company and HSBC Bank USA, National Association, as
      successor trustee to JPMorgan Chase Bank (formerly, The Chase Manhattan Bank)
      (the “Trustee”),
      as supplemented (the “Indenture”).
      In
      order to induce the Dealer Managers to enter into the Dealer Manager Agreement,
      the Company has agreed to provide to the Holders (as defined herein) of the
      Securities and their direct and indirect transferees the registration rights
      with respect to the Securities set forth in this Agreement. The execution of
      this Agreement is a condition to the closing under the Dealer Manager
      Agreement.

     

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

     

    1.
      Definitions.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Dealer
      Managers”
      shall have the meaning set forth in the preamble. 

     

    “Effective
      Time”
      in
      the
      case of (i) an Exchange Offer Registration, shall mean the time and date as
      of which the SEC declares the Exchange Offer Registration Statement effective
      or
      as of which the Exchange Offer Registration Statement otherwise becomes
      effective and (ii) a Shelf Registration, shall mean the time and date as of
      which the SEC declares the Shelf Registration Statement effective or as of
      which
      the Shelf Registration Statement otherwise becomes effective.

     

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

     

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

     

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

     

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

     

    “Holder”
      shall mean any holder (including the Dealer Managers), for so long as such
      holder owns any Registrable Securities, and each of such holder’s successors,
      assigns and direct and indirect transferees who become registered owners of
      Registrable Securities under the Indenture; provided
      that for purposes of Sections 4 and 5 of this Agreement, the term “Holder” shall
      include Participating Broker-Dealers (as defined in Section 4(a)).

     

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

     

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

     

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

     

    “Liquidated
      Damages”
      shall have the meaning set forth in Section 2(e).

     

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

     

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

     

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

     

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

     

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

     

    “Registered
      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.

     

    “Registrable
      Securities”
      shall mean the Securities; provided,
      however,
      that the Securities shall cease to be Registrable Securities when (i) a
      Registration Statement with respect to such Securities shall have been declared
      effective under the 1933 Act and such Securities shall have been exchanged
      for
      Exchange Securities pursuant to an Exchange Offer Registration Statement or
      disposed of pursuant to a Shelf Registration Statement, as applicable, (ii)
      such
      Securities have been sold to the public pursuant to Rule 144 under the 1933
      Act
      or are saleable pursuant to Rule 144(k) (or any similar provision then in force,
      but not Rule 144A) under the 1933 Act or (iii) such Securities shall have ceased
      to be outstanding.

     

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

     

    “Registration
      Expenses”
      shall mean any and all expenses incident to performance of or compliance by
      the
      Company with this Agreement, including without limitation: (i) all SEC, stock
      exchange or National Association of Securities Dealers, Inc. registration and
      filing fees, (ii) all fees and expenses incurred in connection with compliance
      with state securities or blue sky laws (including reasonable fees and
      disbursements of counsel for any underwriters or Holders in connection with
      blue
      sky qualification of any of the Exchange Securities or Registrable Securities),
      (iii) all expenses of any Person in preparing or assisting in preparing, word
      processing, printing and distributing any Registration Statement, any
      Prospectus, any amendments or supplements thereto, any underwriting agreements,
      securities sales agreements and other documents relating to the performance
      of
      and compliance with this Agreement, (iv) all rating agency fees, (v) all fees
      and disbursements relating to the qualification of the Indenture under
      applicable securities laws, (vi) the fees and disbursements of the Trustee
      and
      its counsel, (vii) the fees and disbursements of counsel for the Company and,
      in
      the case of a Shelf Registration Statement, the reasonable fees and
      disbursements of one Special Counsel for the Holders (which Special Counsel
      may
      be selected by the Majority Holders and which Special Counsel may also be
      counsel for the Dealer Managers) and (viii) the fees and disbursements of the
      independent public accountants of the Company, including the expenses of any
      special audits or “cold comfort” letters required by or incident to such
      performance and compliance, but excluding fees of counsel to the Underwriters
      (other than the fees and expenses set forth in clause (ii) above) and the
      Holders relating to the sale or disposition of Registrable Securities by a
      Holder.

     

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

     

    “SEC”
      shall mean the Securities and Exchange Commission.

     

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

     

    “Shelf
      Registration”
      shall mean a registration effected pursuant to Section 2(b) hereof.

     

    “Shelf
      Registration Statement”
      shall mean a “shelf” registration statement of the Company pursuant to the
      provisions of Section 2(b) of this Agreement which covers all of the Registrable
      Securities (but no other securities unless approved by the Holders of a majority
      of the aggregate principal amount of outstanding Registrable Securities that
      are
      covered by such Shelf Registration Statement) on an appropriate form under
      Rule
      415 under the 1933 Act, or any similar rule that may be adopted by the SEC,
      and
      all amendments and supplements to such registration statement, including
      post-effective amendments, in each case including the Prospectus contained
      therein, all exhibits thereto and all material incorporated by reference
      therein.

     

    “Special
      Counsel”
      means, in connection with a Shelf Registration, a nationally recognized law
      firm
      experienced in securities law matters designated by the Company, with the
      written consent of the Dealer Managers (which shall not be unreasonably
      withheld), or one such other counsel as shall be specified by the Majority
      Holders.

     

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

     

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

     

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

     

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

     

    2.
      Registration
      under
      the 1933 Act.

     

    (a) To
      the extent not prohibited by any applicable law or applicable interpretation
      of
      the staff of the SEC, the Company shall (1) cause to be filed an Exchange Offer
      Registration Statement within 135 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 commercially reasonable efforts to cause such Exchange Offer
      Registration Statement to become effective within 220 days following the Closing
      Date. The Company shall use its commercially reasonable efforts to have the
      Exchange Offer Registration Statement remain effective until the closing of
      the
      Registered Exchange Offer. The Company shall commence the Registered Exchange
      Offer promptly after the Exchange Offer Registration Statement has been declared
      effective by the SEC and use its commercially reasonable efforts to have the
      Registered Exchange Offer consummated not later than 30 Business Days after
      such
      effective date. The Company shall commence the Registered Exchange Offer by
      mailing the related exchange offer Prospectus and accompanying documents to
      each
      Holder stating, in addition to such other disclosures as are required by
      applicable law:

     

    (i)
      that the Registered Exchange Offer is being made pursuant to this Agreement
      and
      that all Registrable Securities validly tendered will be accepted for
      exchange;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (b) If
      (i) the Company determines that the Exchange Offer Registration provided for
      in
      Section 2(a) above is not available or may not be consummated as soon as
      practicable after the last Exchange Date because of a change in the existing
      applicable law or applicable interpretations of the staff of the SEC, (ii)
      the
      Registered Exchange Offer is not for any other reason consummated within 260
      days following the Closing Date, (iii) any Holder (other than a Participating
      Broker-Dealer) is not eligible to participate in the Registered Exchange Offer
      or, in the case of any Holder (other than a Participating Broker-Dealer) that
      participates in the Registered Exchange Offer, such Holder does not receive
      freely tradeable Exchange Securities on the date of the exchange or (iv) in
      the
      written opinion of Special 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 Special Counsel is given to the Company a Shelf
      Registration Statement providing for the resale by the Holders (other than
      those
      who fail to comply with the paragraph immediately following clause (p) of
      Section 3) of all of their Registrable Securities and (y) use its commercially
      reasonable 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 (iv) of the preceding sentence,
      the
      Company shall use its commercially reasonable efforts to file and have declared
      effective by the SEC both an Exchange Offer Registration Statement pursuant
      to
      Section 2(a) with respect to all Registrable Securities and a Shelf Registration
      Statement (which may be a combined Registration Statement with the Exchange
      Offer Registration Statement) with respect to reoffers and resales of
      Registrable Securities held by the Holders who must deliver the related
      Prospectus. The Company agrees to use its commercially reasonable efforts to
      keep the Shelf Registration Statement continuously effective until the
      expiration of the period referred to in Rule 144(k) of the 1933 Act with respect
      to the Registrable Securities or such shorter period that will terminate when
      all of the Registrable Securities covered by the Shelf Registration Statement
      have been sold pursuant to the Shelf Registration Statement or cease to be
      Registrable Securities within the meaning of this Agreement. The Company further
      agrees to supplement or amend the Shelf Registration Statement if required
      by
      the rules, regulations or instructions applicable to the registration form
      used
      by the Company for such Shelf Registration Statement or by the 1933 Act or
      by
      any other rules and regulations thereunder for shelf registration or if
      reasonably requested by a Holder with respect to information relating to such
      Holder, and to use its commercially reasonable efforts to cause any such
      amendment to become effective and such Shelf Registration Statement to become
      usable as soon as thereafter practicable. The Company agrees to furnish to
      the
      Holders of Registrable Securities copies of any such supplement or amendment
      promptly after its being used or filed with the SEC.

     

    (c) The
      Company shall pay all Registration Expenses in connection with the registration
      pursuant to Section 2(a) or Section 2(b). 

     

    (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
      Dealer Managers 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 135th
      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,

     

    (iii)
      the
      Registered Exchange Offer is not completed on or prior to the 260th day
      following the Closing Date, or

     

    (iv)
      the Shelf
      Registration Statement is required to be filed but is not filed or declared
      effective within the time period set forth herein or is declared effective
      but
      thereafter ceases to be effective or usable prior to the expiration of the
      period referred to in Rule 144(k) with respect to the Registrable Securities
      other than after the Registrable Securities have been disposed of under the
      Shelf Registration Statement or cease to be Registrable Securities, without
      being succeeded within two Business Days by a post-effective amendment which
      cures the failure and that is itself immediately declared effective,


     

    (each
      such event
      referred to in clauses (i) through (iv) a “Registration
      Default”),
      liquidated
      damages (“Liquidated
      Damages”)
      will accrue on
      the affected Registrable Securities and the affected Exchange Securities, as
      applicable. The rate of Liquidated Damages will be 0.25% per annum of the
      principal amount of Registrable Securities held by such Holder for the first
      90-day period immediately following the occurrence of a Registration Default,
      increasing by 0.25% per annum with respect to each subsequent 90-day period,
      up
      to a maximum of 1.00% per annum, from and including the date on which any such
      Registration Default shall occur to, but excluding, the earlier of (1) the
      date
      on which all Registration Defaults have been cured or (2) the date on which
      all
      the Registrable Securities and Exchange Securities otherwise become freely
      transferable by Holders other than affiliates of the Company without further
      registration under the 1933 Act.

     

    Notwithstanding
      the foregoing, (1) the amount of Liquidated Damages payable shall not increase
      because more than one Registration Default has occurred and is pending and
      (2) a
      Holder of Registrable Securities or Exchange Securities who is not entitled
      to
      the benefits of the Shelf Registration Statement (i.e., such Holder has not
      elected to include information pursuant to Section 3 hereof) shall not be
      entitled to Liquidated Damages with respect to a Registration Default that
      pertains to the Shelf Registration Statement.

     

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

     

    (g) Without
      limiting the remedies available to the Holders, the Company acknowledges that
      any failure by the Company to comply with its obligations under Section 2(a)
      and
      Section 2(b) hereof may result in material irreparable injury to the Holders
      for
      which there is no adequate remedy at law, that it will not be possible to
      measure damages for such injuries precisely and that, in the event of any such
      failure, the Dealer Managers 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

     

    (h) The
      Company
      covenants and agrees that, pursuant to the Registration Statement, it will
      offer
      the holders of the Company’s 7.75% Senior Notes due 2032 issued in exchange for
      CGP’s 7.75% Senior Debentures due October 15, 2035 the right to exchange such
      notes for the Company’s notes that have the same terms and CUSIP as (and will
      constitute a part of the same series as) the Company’s existing 7.75% Medium
      Term Notes due January 15, 2032, (CUSIP No.:
      28368EAE6).

     

    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) (i) prepare
      and file with the SEC a Registration Statement on the appropriate form under
      the
      1933 Act, which form shall (x) be selected by the Company and (y) in the case
      of
      a Shelf Registration, be available for the sale of the Registrable Securities
      by
      the selling Holders thereof, and which Registration Statement and each
      Prospectus contained therein or furnished pursuant to Section 2 or Section
      3
      hereof and any further amendments or supplements to any such Registration
      Statement or Prospectus, when it becomes effective or is filed with the SEC,
      as
      the case may be, and, in the case of an Underwritten
      Offering of Registrable Securities, at the time of the closing under the
      underwriting agreement relating thereto, will (A) comply as to form in all
      material respects with the applicable requirements of the 1933 Act and the
      TIA
      and the rules and regulations promulgated thereunder, (B) will not contain
      an
      untrue statement of a material fact or omit to state a material fact required
      to
      be stated therein or necessary to make the statements therein not misleading,
      (C) include all financial statements required by the SEC to be filed therewith,
      and any documents incorporated by reference in such Registration Statement
      and
      Prospectus, when they become or became effective or are or were filed with
      the
      SEC, as the case may be, will conform or conformed in all material respects
      to
      the requirements of the 1933 Act or the 1934 Act, as applicable, and none of
      such documents will contain or contained an untrue statement of a material
      fact
      or will omit or omitted to state a material fact required to be stated therein
      or necessary to make the statements therein not misleading, and (ii) use
      commercially reasonable efforts to cause such Registration Statement to become
      effective and remain effective in accordance with Section 2 hereof;

     

    (b)
      prepare and
      file with the SEC such amendments and post-effective amendments to each
      Registration Statement as may be necessary to keep such Registration Statement
      effective for the applicable period and cause each Prospectus to be supplemented
      by any required prospectus supplement and, as so supplemented, to be filed
      pursuant to Rule 424 under the 1933 Act; and keep each Prospectus current during
      the period described under Section 4(3) and Rule 174 under the 1933 Act that
      is
      applicable to transactions by brokers or dealers with respect to the Registrable
      Securities or Exchange Securities;

     

    (c) in
      the case of a
      Shelf Registration, furnish to each Holder of Registrable Securities covered
      by
      a Shelf Registration Statement, to counsel for the Dealer Managers and to
      Special Counsel for such Holders and to each Underwriter of an Underwritten
      Offering of Registrable Securities, if any, without charge, as many copies
      of
      each Prospectus relating to such Registrable Securities, including each
      preliminary Prospectus and any amendment or supplement thereto as such Holder
      or
      Underwriter may reasonably request, in order to facilitate the public sale
      or
      other disposition of the Registrable Securities; and, subject to Section 3(i),
      the Company consents to the use of such Prospectus and any amendment or
      supplement thereto in accordance with applicable law by each of the selling
      Holders of Registrable Securities and any such Underwriters in connection with
      the offering and sale of the Registrable Securities covered by and in the manner
      described in such Prospectus or any amendment or supplement thereto in
      accordance with applicable law;

     

    (d) use
      its
      commercially reasonable 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 the
      disposition in each such jurisdiction of such Registrable Securities in the
      manner set forth in the relevant Registration Statement and the related
      Prospectus; provided,
however,
      that the Company
      shall not be required to (i) qualify as a foreign corporation or as a dealer
      in
      securities in any jurisdiction where it would not otherwise be required to
      qualify but for this Section 3(d), (ii) file any general consent to service
      of
      process or (iii) subject itself to taxation in any such jurisdiction if it
      is
      not so subject;

     

    (e) in
      the case of a
      Shelf Registration, notify each Holder of Registrable Securities, Special
      Counsel for the Holders and counsel for the Dealer Managers promptly (i) when
      a
      Registration Statement has become effective and when any post-effective
      amendment thereto has been filed and becomes effective, (ii) of any request
      by
      the SEC or any state securities authority for amendments and supplements to
      a
      Registration Statement and Prospectus or for additional information after the
      Registration Statement has become effective, (iii) of the issuance by the SEC
      or
      any state securities authority of any stop order suspending the effectiveness
      of
      a Registration Statement or the initiation of any proceedings for that purpose,
      (iv) if the Company receives any notification with respect to the suspension
      of
      the qualification of the Registrable Securities for sale in any jurisdiction
      or
      the initiation of any proceeding for such purpose, (v) of the happening of
      any
      event during the period a Shelf Registration Statement is effective which makes
      any statement made in such Shelf Registration Statement or the related
      Prospectus untrue in any material respect or which requires the making of any
      changes in such Registration Statement in order to make the statements therein
      not misleading or in such Prospectus in order to make the statements therein,
      in
      the light of the circumstances under which they were made, not misleading and
      (vi) of any determination by the Company that a post-effective amendment to
      a
      Registration Statement will be filed with the SEC;

     

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

     

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

     

    (h) in
      the case of a
      Shelf Registration, cooperate with the selling Holders of Registrable Securities
      to facilitate the timely preparation and delivery of certificates representing
      Registrable Securities to be sold and not bearing any restrictive legends
      (unless required by applicable securities laws) and enable such Registrable
      Securities to be in such denominations (consistent with the provisions of the
      Indenture) and registered in such names as the selling Holders may reasonably
      request at least three (3) Business Days prior to the closing of any sale of
      Registrable Securities;

     

    (i) in
      the case of a
      Shelf Registration, upon the occurrence of any event contemplated by Section
      3(e)(v) hereof, use its commercially reasonable efforts to prepare and file
      with
      the SEC a supplement or post-effective amendment to a Registration Statement
      or
      the related Prospectus or any document incorporated therein by reference or
      file
      any other required document so that, as thereafter delivered to the purchasers
      of the Registrable Securities, such Prospectus will not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make
      the statements therein, in the light of the circumstances under which they
      were
      made, not misleading. The Company agrees to notify the Holders covered by a
      Shelf Registration Statement to suspend use of the Prospectus forming a part
      of
      such Shelf Registration Statement as promptly as practicable after the
      occurrence of such an event, and the Holders hereby agree to suspend use of
      the
      Prospectus until the Company has amended or supplemented the Prospectus to
      correct such misstatement or omission and has furnished copies of the amended
      or
      supplemented Prospectus to the Holders or until the Company notifies the Holders
      that the sale of the Registrable Securities may be resumed;

     

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

     

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

     

    (l) cause
      the Indenture
      to be qualified under the Trust Indenture Act of 1939, as amended (the
“TIA”),
      in connection
      with the registration of the Exchange Securities or Registrable Securities,
      as
      the case may be, and cooperate with the Trustee and the Holders to effect such
      changes to the Indenture as may be required for the Indenture to be so qualified
      in accordance with the terms of the TIA and execute, and use commercially
      reasonable best efforts to cause the Trustee to execute, all documents as may
      be
      required to effect such changes and all other forms and documents required
      to be
      filed with the SEC to enable the Indenture to be so qualified in a timely
      manner;

     

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

     

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

     

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

     

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

     

    (q) in
      the case of a
      Shelf Registration, a reasonable time prior to the filing of any Shelf
      Registration Statement, any Prospectus, any amendment to a Shelf Registration
      Statement or amendment or supplement to a Prospectus, provide a reasonable
      number of copies of such document to the Dealer Managers and the Special
      Counsel, and use its reasonable best efforts to reflect in each such document
      when so filed with the SEC such comments as the Dealer Managers or the Special
      Counsel, if any, reasonably shall propose within five (5) Business Days of
      the
      delivery of such copies to the Dealer Managers and any Special
      Counsel.

     

    In
      the case of a Shelf Registration Statement, the Company may require each Holder
      of Registrable Securities to furnish to the Company such information regarding
      the Holder and the proposed distribution by such Holder of such Registrable
      Securities as the Company may from time to time reasonably request in writing.
      No Holder of Registrable Securities may include its Registrable Securities
      in
      such Shelf Registration Statement unless and until such Holder furnishes such
      information to the Company. Each Holder including Registrable Securities in
      a
      Shelf Registration Statement shall agree to furnish promptly to the Company
      all
      information regarding such Holder and the proposed distribution by such Holder
      of such Registrable Securities required to make the information previously
      furnished to the Company by such Holder not materially misleading.

     

    In
      connection with an Exchange Offer Registration, each Holder exchanging
      Securities for Exchange Securities shall be required to represent that (i)
      the
      Exchange Securities are being obtained in the ordinary course of business of
      the
      Person receiving such Exchange Securities, whether or not such Person is a
      Holder, (ii) neither such Holder nor any such other Person has an arrangement
      or
      understanding with any Person to participate in the distribution of Securities
      or Exchange Securities, (iii) other than as set forth in Section 4, if the
      Holder is not a broker-dealer, or is a broker-dealer but will not receive
      Exchange Securities for its own account in exchange for Securities, neither
      the
      Holder nor any such other Person is engaged in or intends to participate in
      a
      distribution of the Exchange Securities and (iv) neither the Holder nor any
      such
      other Person is an “affiliate” of the Company within the meaning of Rule 405
      under the 1933 Act or, if such Person is an “affiliate,” that such Holder will
      comply with the registration and prospectus delivery requirements of the 1933
      Act to the extent applicable.

     

    In
      the case of a Shelf Registration Statement, each Holder agrees that, upon
      receipt of any notice from the Company of the happening of any event of the
      kind
      described in Section 3(e)(v) hereof, such Holder will forthwith discontinue
      disposition of Registrable Securities pursuant to a Registration Statement
      until
      such Holder’s receipt of the copies of the supplemented or amended Prospectus
      contemplated by Section 3(i) hereof, and, if so directed by the Company, such
      Holder will destroy or deliver to the Company (at its expense) all copies in
      its
      possession, other than permanent file copies then in such Holder’s possession,
      of the Prospectus covering such Registrable Securities current at the time
      of
      receipt of such notice.

     

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

     

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

     

    4.
      Participation
      of
      Broker-Dealers in Registered Exchange Offer.

     

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

     

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

     

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

     

    (i)
      the Company shall not be required to amend or supplement the Prospectus
      contained in the Exchange Offer Registration Statement, as would otherwise
      be
      contemplated by Section 3(i), for a period exceeding 180 days after the last
      Exchange Date (as such period may be extended pursuant to the penultimate
      paragraph of Section 3 of this Agreement) and Participating Broker-Dealers
      shall
      not be authorized by the Company to deliver and shall not deliver such
      Prospectus after such period in connection with the resales contemplated by
      this
      Section 4; and

     

    (ii)
      the application of the Shelf Registration procedures set forth in Section 3
      of
      this Agreement to an Exchange Offer Registration, to the extent not required
      by
      the positions of the staff of the SEC or the 1933 Act and the rules and
      regulations thereunder, will be in conformity with the reasonable request in
      writing to the Company by the Dealer Managers or with the reasonable request
      in
      writing to the Company by one or more broker-dealers who certify to the Dealer
      Managers 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 Goldman, Sachs & Co. 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
      Dealer Managers unless such counsel elects not to so act and (z) to cause to
      be
      delivered only one, if any, “cold comfort” letter with respect to the Prospectus
      in the form existing on the last Exchange Date and with respect to each
      subsequent amendment or supplement, if any, effected during the period specified
      in clause (i) above.

     

    (c) The
      Dealer Managers 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 Dealer Managers, each Holder
      and each Person, if any, who controls the Dealer Managers 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 Dealer Managers or
      any
      Holder (each, a “Participant”),
      from and
      against all losses, claims, damages and liabilities (including, without
      limitation, any legal fees or other expenses reasonably incurred by a
      Participant in connection with defending or investigating any such action or
      claim) caused by any untrue statement or alleged untrue statement of a material
      fact contained in any Registration Statement (or any amendment thereto) pursuant
      to which Exchange Securities or Registrable Securities were registered under
      the
      1933 Act, including all documents incorporated therein by reference, or caused
      by any omission or alleged omission to state therein a material fact required
      to
      be stated therein or necessary to make the statements therein not misleading,
      or
      caused by any untrue statement or alleged untrue statement of a material fact
      contained in any Prospectus (as amended or supplemented if the Company shall
      have furnished any amendments or supplements thereto) forming a part of such
      Registration Statement, or caused by any omission or alleged omission to state
      therein a material fact necessary to make the statements therein, in the light
      of the circumstances under which they were made, not misleading, except insofar
      as such losses, claims, damages or liabilities are caused by any such untrue
      statement or omission or alleged untrue statement or omission based upon and
      in
      conformity with information relating to the Dealer Managers or any Holder
      furnished to the Company in writing by the Dealer Managers 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
      Dealer Managers 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 Dealer Managers 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
      Dealer Managers 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),
      provided,
      however,
      that no such
      Holder shall be required to undertake liability to any Person under this Section
      5(b) for any amounts in excess of the dollar amount of the proceeds to be
      received by such Holder from the sale of such Holder's Registrable Securities
      pursuant to such registration. 

     

    (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 Dealer Managers and all Persons, if any, who control the Dealer Managers
      within the meaning of either Section 15 of the 1933 Act or Section 20 of the
      1934 Act, (b) the fees and expenses of more than one separate firm (in addition
      to any local counsel) for the Company, its directors, its officers who sign
      the
      Registration Statement and each Person, if any, who controls the Company within
      the meaning of either such Section and (c) the fees and expenses of more than
      one separate firm (in addition to any local counsel) for all Holders and all
      Persons, if any, who control any Holders within the meaning of either such
      Section, and that all such fees and expenses shall be reimbursed as they are
      incurred. In such case involving the Dealer Managers and Persons who control
      the
      Dealer Managers, such firm shall be designated in writing by the Dealer
      Managers. 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. 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 (i) such settlement includes
      an unconditional release of such Indemnified Party from all liability on claims
      that are the subject matter of such proceeding and (ii) does not include a
      statement as to or an admission of fault, culpability or a failure to act by
      or
      on behalf of any indemnified party.

     

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

     

    (e) The
      Company and
      each Holder agree that it would not be just or equitable if contribution
      pursuant to Section 5(d) above were determined by pro rata allocation or by
      any
      other method of allocation that does not take account of the equitable
      considerations referred to in Section 5(d) above. The amount paid or payable
      by
      an Indemnified Party as a result of the losses, claims, damages and liabilities
      referred to in Section 5(d) above shall be deemed to include, subject to the
      limitations set forth above, any legal or other expenses reasonably incurred
      by
      such Indemnified Party in connection with investigating or defending any such
      action or claim. Notwithstanding the provisions of this Section 5, no Holder
      shall be required to indemnify or contribute any amount in excess of the amount
      by which the total price at which Registrable Securities were sold by such
      Holder exceeds the amount of any damages that such Holder has otherwise been
      required to pay by reason of such untrue or alleged untrue statement or omission
      or alleged omission. No Person guilty of fraudulent misrepresentation (within
      the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
      from any Person who was not guilty of such fraudulent misrepresentation. The
      remedies provided for in this Section 5 are not exclusive and shall not limit
      any rights or remedies which may otherwise be available to any Indemnified
      Party
      at law or in equity.

     

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

     

    6.
      Miscellaneous.

     

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

     

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

     

    (c) Notices.
      All notices and
      other communications provided for or permitted hereunder shall be made in
      writing by hand-delivery, registered first-class mail, telecopier, or any
      courier guaranteeing overnight delivery (i) if to a Holder, at the most current
      address given by such Holder to the Company by means of a notice given in
      accordance with the provisions of this Section 6(c), which address initially
      is,
      with respect to the Dealer Managers, the address set forth in the Dealer Manager
      Agreement; and (ii) if to the Company, initially at the Company’s address set
      forth in the Dealer Manager 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
      Dealer Manager 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 Dealer Managers 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 commercially reasonable best efforts to cause its
      affiliates (as defined in Rule 405 under the 1933 Act) not to, purchase and
      then
      resell or otherwise transfer any Securities.

     

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

     

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

     

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

     

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

     

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

     



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

     

    


     

    
      	 	
              EL
                PASO CORPORATION

               

              By:
                /s/
                John J. Hopper 

              Name: John
                J. Hopper

              Title: Vice
                President and Treasurer

               

            


    

    


    


    


    


    
      	
               

               

              Confirmed
                and accepted as of the date first above written:

               

              GOLDMAN,
                SACHS & CO.

               

               

               

              By:
                /s/
                Goldman, Sachs & Co. 

              (Goldman,
                Sachs & Co.)

               

              CITIGROUP
                GLOBAL MARKETS INC.

               

               

               

              By:
                /s/
                John Ciolek 

              Name: John
                Ciolek

              Title: Managing
                Director

            	 


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      I

    


    


    
      	
              Title
                of
                Outstanding CGP Notes to be exchanged

            	
              Aggregate
                Principal

              Amount
                Outstanding

            	
              CUSIP
                Number

            	
              Title
                of
                Securities as offered consideration 

            
	
              6.50%
                Notes
                due 2006

            	
              $109,500,000

            	
              190441AY1

            	
              6.50%
                Senior
                Notes due 2006

            
	
              71⁄2%
                Notes due
                2006

            	
              $204,910,000

            	
              190441BE4

            	
              71⁄2%
                Senior
                Notes due 2006

            
	
              6.50%
                Senior
                Debentures due June 1, 2008

            	
              $200,000,000

            	
              190441AV7

            	
              6.50%
                Senior
                Notes due 2008

            
	
              7.625%
                Notes
                due 2008

            	
              $215,000,000

            	
              190441BF1

            	
              7.625%
                Senior
                Notes due 2008

            
	
              6.375%
                Senior
                Debentures due February 1, 2009

            	
              $200,000,000

            	
              190441AX3

            	
              6.375%
                Senior
                Notes due 2009

            
	
              7.75%
                Notes
                due 2010

            	
              $400,000,000

            	
              190441BC8

            	
              7.75%
                Senior
                Notes due 2010

            
	
              103⁄4%
                Senior
                Debentures due October 1, 2010

            	
              $56,573,000

            	
              190441AK1

            	
              103⁄4%
                Senior
                Notes due 2010

            
	
              95⁄8%
                Senior
                Debentures due May 15, 2012

            	
              $150,000,000

            	
              190441AP0

            	
              95⁄8%
                Senior
                Notes due 2012

            
	
              6.70%
                Senior
                Debentures due February 15, 2027

            	
              $200,000,000

            	
              190441AS4

            	
              6.70%
                Senior
                Notes due 2027

            
	
              6.95%
                Senior
                Debentures due June 1, 2028

            	
              $200,000,000

            	
              190441AW5

            	
              6.95%
                Senior
                Notes due 2028

            
	
              7.75%
                Senior
                Debentures due October 15, 2035

            	
              $150,000,000

            	
              190441AR6

            	
              7.75%
                Senior
                Notes due 2032

            
	
              7.42%
                Senior
                Debentures due February 15, 2037

            	
              $200,000,000

            	
              190441AT2

            	
              7.42%
                Senior
                Notes due 2037