Exhibit 10.A - Registration Rights Agreement


    EXHIBIT
      10.A

     

    Execution
      Version

    


     

    


     

    


     

    REGISTRATION
      RIGHTS AGREEMENT

     

    dated
      as
      of

     

    November
      1,
      2005

     

    among

     

    COLORADO
      INTERSTATE GAS COMPANY

     

    and

     

    CITIGROUP
      GLOBAL MARKETS INC.

    CREDIT
      SUISSE FIRST BOSTON LLC

    ABN
      AMRO
      INCORPORATED

    BNP
      PARIBAS

    GREENWICH
      CAPITAL MARKETS, INC.

    HVB
      CAPITAL
      MARKETS, INC.

    SG
      AMERICAS
      SECURITIES, LLC

     

    


     


    REGISTRATION
      RIGHTS AGREEMENT

     

    THIS
      REGISTRATION
      RIGHTS AGREEMENT (the “Agreement”)
      is made and
      entered into as of November 1, 2005, by and among COLORADO INTERSTATE GAS
      COMPANY (the “Company”),
      a corporation
      duly organized and existing under the laws of the State of Delaware, and the
      several initial purchasers listed on Schedule I hereto, (the “Initial
      Purchasers”).


     

    This
      Agreement is
      made pursuant to the Purchase Agreement dated October 27, 2005, by and among
      the
      Company and the Initial Purchasers (the “Purchase
      Agreement”),
      which provides
      for the sale by the Company to the Initial Purchasers of $400,000,000 principal
      amount of its 6.80% Senior Notes due 2015 (the “Securities”).
      The Securities
      are to be issued pursuant to the provisions of an Indenture dated as of June
      27,
      1997, as supplemented and amended by (i) the First Supplemental Indenture
      thereto dated as of June 27, 1997, (ii) the Second Supplemental Indenture
      thereto dated as of March 9, 2005 and (iii) the Third Supplemental Indenture
      thereto dated as of November 1, 2005 (as further amended, supplemented or
      otherwise modified from time to time, the “Indenture”)
      by and among the
      Company and The Bank of New York Trust Company, N.A., a national banking
      association, as trustee (the “Trustee”).

     

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

     

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

     

    1.   Definitions.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “SEC”
      shall mean the
      Securities and Exchange Commission.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    2.   Registration
      under the 1933 Act.

     

    (a)   To
      the extent
      not prohibited by any applicable law or applicable interpretation of the staff
      of the SEC, the Company shall (1) cause to be filed an Exchange Offer
      Registration Statement within 165 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 240 days following the Closing Date. The
      Company shall use its reasonable best efforts to have the Exchange Offer
      Registration Statement remain effective until the closing of the Exchange Offer.
      The Company shall commence the Exchange Offer promptly after the Exchange Offer
      Registration Statement has been declared effective by the SEC and use its
      reasonable best efforts to have the Exchange Offer consummated not later than
      30
      Business Days after such effective date. The Company shall commence the Exchange
      Offer by mailing the related exchange offer Prospectus and accompanying
      documents to each Holder stating, in addition to such other disclosures as
      are
      required by applicable law:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (b)  If
      (i) the Company
      determines that the Exchange Offer Registration provided for in Section 2(a)
      above is not available or may not be consummated as soon as practicable after
      the last Exchange Date because it would violate applicable law or the applicable
      interpretations of the staff of the SEC, (ii) the Exchange Offer is not for
      any
      other reason consummated within 310 days following the Closing Date or (iii)
      in
      the written opinion of counsel for the Holders a Shelf Registration Statement
      must be filed and a Prospectus must be delivered by any Holder in connection
      with any reoffering or resale of Registrable Securities, the Company shall
      (x)
      file with the SEC within 75 days following such determination, date or notice
      of
      such opinion of counsel is given to the Company a Shelf Registration Statement
      providing for the resale by the Holders (other than those who fail to comply
      with the paragraph immediately following clause (p) of Section 3) of all of
      their Registrable Securities and (y) use its reasonable best efforts to cause
      such Shelf Registration Statement to become effective within 60 days of the
      filing of such Shelf Registration Statement. If the Company is required to
      file
      a Shelf Registration Statement solely as a result of the matters referred to
      in
      clause (iii) of the preceding sentence, the Company shall use its reasonable
      best efforts to file and have declared effective by the SEC both an Exchange
      Offer Registration Statement pursuant to Section 2(a) with respect to all
      Registrable Securities and a Shelf Registration Statement (which may be a
      combined Registration Statement with the Exchange Offer Registration Statement)
      with respect to reoffers and resales of Registrable Securities held by the
      Holders who must deliver the related Prospectus. The Company agrees to use
      its
      reasonable best efforts to keep the Shelf Registration Statement continuously
      effective until the expiration of the period referred to in Rule 144(k) of
      the
      1933 Act with respect to the Registrable Securities or such shorter period
      that
      will terminate when all of the Registrable Securities covered by the Shelf
      Registration Statement have been sold pursuant to the Shelf Registration
      Statement or cease to be Registrable Securities within the meaning of this
      Agreement. The Company further agrees to supplement or amend the Shelf
      Registration Statement if required by the rules, regulations or instructions
      applicable to the registration form used by the Company for such Shelf
      Registration Statement or by the 1933 Act or by any other rules and regulations
      thereunder for shelf registration or if reasonably requested by a Holder with
      respect to information relating to such Holder, and to use its reasonable best
      efforts to cause any such amendment to become effective and such Shelf
      Registration Statement to become usable as soon as thereafter practicable.
      The
      Company agrees to furnish to the Holders of Registrable Securities copies of
      any
      such supplement or amendment promptly after its being used or filed with the
      SEC.

     

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

     

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

     

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

     

    (i)    the
      Exchange Offer Registration Statement is not filed with the SEC on or prior
      to
      the 165th
      day following the
      Closing Date,

     

    (ii)    the
      Exchange Offer Registration Statement is not declared effective on or prior
      to
      the 240th
      day following the
      Closing Date,

     

    (iii)    the
      Exchange Offer is not completed on or prior to the 310th
      day following the
      Closing Date, or

     

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

     

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

     

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

     

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

     

    (g)  Without
      limiting
      the remedies available to the Holders, the Company acknowledges that any failure
      by the Company to comply with its obligations under Section 2(a) and Section
      2(b) hereof may result in material irreparable injury to the Holders for which
      there is no adequate remedy at law, that it will not be possible to measure
      damages for such injuries precisely and that, in the event of any such failure,
      the Initial Purchasers or any Holder may obtain such relief as may be required
      to specifically enforce the Company’s obligations under Section 2(a) and Section
      2(b) hereof.

     

    3.   Registration
      Procedures.

     

    In
      connection with the obligations of the Company with respect to the Registration
      Statements pursuant to Section 2(a) and Section 2(b) hereof, the Company shall
      as expeditiously as possible (provided, however, that the Company shall not
      be
      required to take actions more promptly than required by Sections 2(a) and
      2(b)):

     

    (a)   prepare
      and
      file with the SEC a Registration Statement on the appropriate form under the
      1933 Act, which form shall (x) be selected by the Company, (y) in the case
      of a
      Shelf Registration, be available for the sale of the Registrable Securities
      by
      the selling Holders thereof and (z) comply as to form in all material respects
      with the applicable requirements of the 1933 Act and rules and regulations
      promulgated thereunder and include all financial statements required by the
      SEC
      to be filed therewith, and use reasonable best efforts to cause such
      Registration Statement to become effective and remain effective in accordance
      with Section 2 hereof;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    4.   Participation
      of
      Broker-Dealers in Exchange Offer.

     

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

     

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

     

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

     

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

     

    (ii)    the
      application of the Shelf Registration procedures set forth in Section 3 of
      this
      Agreement to an Exchange Offer Registration, to the extent not required by
      the
      positions of the staff of the SEC or the 1933 Act and the rules and regulations
      thereunder, will be in conformity with the reasonable request in writing to
      the
      Company by the Initial Purchasers or with the reasonable request in writing
      to
      the Company by one or more broker-dealers who certify to the Initial Purchasers
      and the Company in writing that they anticipate that they will be Participating
      Broker-Dealers; and provided
      further
      that, in
      connection with such application of the Shelf Registration procedures set forth
      in Section 3 to an Exchange Offer Registration, the Company shall be obligated
      (x) to deal only with one entity representing the Participating Broker-Dealers,
      which shall be Citigroup Global Markets Inc. unless it elects not to act as
      such
      representative, (y) to pay the fees and expenses of only one counsel
      representing the Participating Broker-Dealers, which shall be counsel to the
      Initial Purchasers unless such counsel elects not to so act and (z) to cause
      to
      be delivered only one, if any, “cold comfort” letter with respect to the
      Prospectus in the form existing on the last Exchange Date and with respect
      to
      each subsequent amendment or supplement, if any, effected during the period
      specified in clause (i) above.

     

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

     

    5.   Indemnification
      and Contribution.

     

    (a)   The
      Company
      agrees to indemnify and hold harmless the Initial Purchasers, each Holder and
      each Person, if any, who controls the Initial Purchasers or any Holder within
      the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934
      Act,
      or is under common control with, or is controlled by, the Initial Purchasers
      or
      any Holder (each, a “Participant”),
      from and
      against all losses, claims, damages and liabilities (including, without
      limitation, any legal fees or other expenses reasonably incurred by a
      Participant in connection with defending or investigating any such action or
      claim) caused by any untrue statement or alleged untrue statement of a material
      fact contained in any Registration Statement (or any amendment thereto) pursuant
      to which Exchange Securities or Registrable Securities were registered under
      the
      1933 Act, including all documents incorporated therein by reference, or caused
      by any omission or alleged omission to state therein a material fact required
      to
      be stated therein or necessary to make the statements therein not misleading,
      or
      caused by any untrue statement or alleged untrue statement of a material fact
      contained in any Prospectus (as amended or supplemented if the Company shall
      have furnished any amendments or supplements thereto) forming a part of such
      Registration Statement, or caused by any omission or alleged omission to state
      therein a material fact necessary to make the statements therein, in the light
      of the circumstances under which they were made, not misleading, except insofar
      as such losses, claims, damages or liabilities are caused by any such untrue
      statement or omission or alleged untrue statement or omission based upon and
      in
      conformity with information relating to the Initial Purchasers or any Holder
      furnished to the Company in writing by the Initial Purchasers or any selling
      Holder expressly for use therein; provided
      that the foregoing
      indemnity with respect to any Prospectus shall not inure to the benefit of
      any
      Holder from whom the Person asserting any such losses, claims, damages or
      liabilities purchased Securities, or any Person controlling such Holder, if
      a
      copy of the final Prospectus (as then amended or supplemented if the Company
      shall have furnished any amendments or supplements thereto) was not sent by,
      or
      delivered on behalf of, such Holder to such Person at or prior to the written
      confirmation of the sale of the Securities to such Person, if the final
      Prospectus (as so amended or supplemented) would have cured the defect giving
      rise to such loss, claim, damage or liability. In connection with any
      Underwritten Offering permitted by Section 3, the Company will also enter into
      an underwriting agreement pursuant to which the Company will agree to indemnify
      the Underwriters, if any, selling brokers, dealers and similar securities
      industry professionals participating in such Underwritten Offering, their
      officers and directors and each Person who controls such Persons (within the
      meaning of either Section 15 of the 1933 Act or Section 20 of
      the 1934
      Act) to the same extent as provided above with respect to the indemnification
      of
      the Holders, if requested in connection with any Registration Statement for
      such
      Underwritten Offering.

     

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

     

    (c)   In
      case any
      proceeding (including any governmental investigation) shall be instituted
      involving any Person in respect of which indemnity may be sought pursuant to
      either paragraph (a) or paragraph (b) above, such Person (the “Indemnified
      Party”)
      shall promptly
      notify the Person against whom such indemnity may be sought (the “Indemnifying
      Party”)
      in writing, but
      the failure to so promptly notify the Indemnifying Party shall not negate the
      obligation to so indemnify such Indemnified Party unless the Indemnifying Party
      is materially prejudiced by such delay, and the Indemnifying Party, upon request
      of the Indemnified Party, shall retain counsel reasonably satisfactory to the
      Indemnified Party to represent the Indemnified Party and any others the
      Indemnifying Party may designate in such proceeding and shall pay the fees
      and
      expenses of such counsel related to such proceeding. In any such proceeding,
      any
      Indemnified Party shall have the right to retain its own counsel, but the fees
      and expenses of such counsel shall be at the expense of such Indemnified Party
      unless (i) the Indemnifying Party and the Indemnified Party shall have mutually
      agreed to the retention of such counsel or (ii) the named parties to any such
      proceeding (including any impleaded parties) include both the Indemnifying
      Party
      and the Indemnified Party and, in the opinion of counsel to the Indemnifying
      Party, representation of both parties by the same counsel would be inappropriate
      due to actual or potential differing interests between them. It is understood
      that the Indemnifying Party shall not, in connection with any proceeding or
      related proceedings in the same jurisdiction, be liable for (a) the fees and
      expenses of more than one separate firm (in addition to any local counsel)
      for
      the Initial Purchasers and all Persons, if any, who control the Initial
      Purchasers within the meaning of either Section 15 of the 1933 Act or Section
      20
      of the 1934 Act, (b) the fees and expenses of more than one separate firm (in
      addition to any local counsel) for the Company, its directors, its officers
      who
      sign the Registration Statement and each Person, if any, who controls the
      Company within the meaning of either such Section and (c) the fees and expenses
      of more than one separate firm (in addition to any local counsel) for all
      Holders and all Persons, if any, who control any Holders within the meaning
      of
      either such Section, and that all such fees and expenses shall be reimbursed
      as
      they are incurred. In such case involving the Initial Purchasers and Persons
      who
      control the Initial Purchasers, such firm shall be designated in writing by
      the
      Initial Purchasers. In such case involving the Holders and such Persons who
      control Holders, such firm shall be designated in writing by the Majority
      Holders. In all other cases, such firm shall be designated by the Company.
      The
      Indemnifying Party shall not be liable for any settlement of any proceeding
      effected without its written consent but, if settled with such consent or if
      there be a final judgment for the plaintiff, the Indemnifying Party agrees
      to
      indemnify the Indemnified Party from and against any loss or liability by reason
      of such settlement or judgment. No Indemnifying Party shall, without the prior
      written consent of the Indemnified Party, effect any settlement of any pending
      or threatened proceeding in respect of which such Indemnified Party is or could
      have been a party and indemnity could have been sought hereunder by such
      Indemnified Party, unless such settlement includes an unconditional release
      of
      such Indemnified Party from all liability on claims that are the subject matter
      of such proceeding.

     

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

     

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

     

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

     

    6.   Miscellaneous.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     


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

     

    


     

    
      	 	
              COLORADO
                INTERSTATE GAS COMPANY

               

              By:
                /s/Daniel
                B. Martin 

            
	 	
              Name:
                Daniel
                B. Martin

              Title:
                Senior
                Vice President

            


    


    
      
        
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              Confirmed
                and
                accepted as of the date first above written:

               

              Citigroup
                Global Markets Inc.

              Credit
                Suisse
                First Boston LLC

              ABN
                AMRO
                Incorporated

              BNP
                Paribas

              Greenwich
                Capital Markets, Inc.

              HVB
                Capital
                Markets, Inc.

              SG
                Americas
                Securities, LLC

               

              By:
                Citigroup
                Global Markets Inc.

               

              By:
                 

              Name:

              Title::

               

            	 


    

    


     


    SCHEDULE
      I

     

    Initial
      Purchasers

     

    Citigroup
      Global
      Markets Inc.

    Credit
      Suisse First
      Boston LLC

    ABN
      AMRO
      Incorporated

    BNP
      Paribas

    Greenwich
      Capital
      Markets, Inc.

    HVB
      Capital
      Markets, Inc.

    SG
      Americas Securities, LLC