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Exhibit 4(h)  


 
 

REGISTRATION RIGHTS AGREEMENT    
    


        This Registration Rights Agreement (the "Agreement") is made and entered into this 9th day of March, 2004, between Panhandle Eastern Pipe Line
Company, LLC, a Delaware limited liability (the "Company"), on the one hand and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), Credit Suisse First Boston LLC ("Credit
Suisse First Boston"), J.P. Morgan Securities Inc. ("JPMorgan"), and Credit Lyonnais Securities (USA) Inc., on the other hand (collectively, the "Initial Purchasers"). 


        This
Agreement is made pursuant to the Purchase Agreement, dated the date hereof and executed concurrently herewith, by and among the Company and the Initial Purchasers (the "Purchase
Agreement"), which provides for, among other things, the sale by the Company to the Initial Purchasers of $200,000,000 aggregate principal amount of the Company's 2.75% Senior Notes due 2007,
Series A (the "2007 Notes" and together with any Additional Senior Notes (as defined below), Series A, issued in a transaction without registration under the 1933 Act (as defined below),
the "Securities"). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the Initial Purchasers and their respective direct and indirect
transferees and assigns the registration rights set forth in this 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, and the rules and regulations of the SEC promulgated thereunder. 


        "1934
Act" shall mean the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder. 


        "Additional
Interest" shall have the meaning set forth in Section 2.5 hereof. 


        "Additional
Senior Notes" shall have the meaning set forth in the Indenture. 


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


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



        "Depositary"
shall mean The Depository Trust Company, or any other depositary appointed by the Company, provided,
however, that such depositary must have an address in the Borough of Manhattan, in the City of New York. 


        "Exchange
Offer" shall mean the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2.1 hereof. 


        "Exchange
Offer Registration" shall mean a registration under the 1933 Act effected pursuant to Section 2.1 hereof. 



        "Exchange
Offer Registration Statement" shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another
appropriate form), and all amendments and supplements to such registration statement, including the Prospectus contained therein, all exhibits thereto and all documents incorporated by reference
therein. 


        "Exchange
Period" shall have the meaning set forth in Section 2.1 hereof. 


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        "Exchange
Securities" shall mean the 2.75% Senior Notes due 2007, Series B, issued by the Company under the Indenture containing terms identical to
the Securities in all material respects (except for references to certain interest rate provisions, restrictions on transfers and restrictive legends), to be offered to Holders of Securities in
exchange for Registrable Securities pursuant to the Exchange Offer. For the avoidance of doubt, Exchange Securities shall include any Additional Senior Notes, Series B, issued by the Company
under the Indenture as described in the preceding sentence in exchange for Securities. 


        "Holder"
shall mean an 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 and each Participating Broker-Dealer that holds Exchange Securities for so long as such Participating
Broker-Dealer is required to deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities. 


        "Indenture"
shall mean the Indenture relating to the Securities, dated as March 29, 1999 among the Company and J.P. Morgan Trust Company, National
Association, as trustee, as amended and supplemented by the Fourth Supplemental Indenture to be dated as of March 12, 2004 as the same may be further amended or supplemented, waived or
otherwise modified from time to time in accordance with the terms thereof. 


        "Initial
Purchaser" or "Initial Purchasers" shall have the meaning set forth in the preamble to this Agreement. 


        "Majority
Holders" shall mean the Holders of a majority of the aggregate principal amount of Outstanding (as defined in the Indenture) Registrable
Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company and other
obligors on the Securities or any Affiliate (as defined in the Indenture) of the Company shall be disregarded in determining whether such consent or approval was given by the Holders of such required
percentage amount. 


        "Participating
Broker-Dealer" shall mean any of Merrill Lynch, Credit Suisse First Boston, JPMorgan, any of the other Initial Purchasers and any other
broker-dealer which makes a market in the Securities and exchanges Registrable Securities in the Exchange Offer for Exchange Securities. 


        "Person"
shall mean an individual, partnership (general or limited), corporation, limited liability company, trust or unincorporated organization, or a
government or agency or political subdivision thereof. 



        "Private
Exchange" shall have the meaning set forth in Section 2.1 hereof. 


        "Private
Exchange Securities" shall have the meaning set forth in Section 2.1 hereof. 


        "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 any such 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 a prospectus, including post-effective amendments, and in each case including all material incorporated by reference
therein. 


        "Purchase
Agreement" shall have the meaning set forth in the preamble to this Agreement. 


        "Registrable
Securities" shall mean the Securities and, if issued, the Private Exchange Securities; provided,
however, that Securities and, if issued, the Private Exchange Securities, shall cease to be Registrable Securities when (i) a Registration Statement with respect to such
Registrable Securities shall have been declared effective under the 1933 Act and such Registrable Securities shall have been disposed of pursuant to such Registration Statement, (ii) such
Registrable Securities have been sold to 


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the
public pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the 1933 Act, (iii) such Registrable Securities shall have ceased to be
outstanding or (iv) the Exchange Offer is consummated (except in the case of Securities purchased from the Company that continue to be held by the Initial Purchasers). 


        "Registration
Default" shall have the meaning set forth in Section 2.5. 


        "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. (the "NASD") registration and filing fees, including, if applicable, the fees and expenses of
any "qualified independent underwriter" (and its counsel) that is required to
be retained by any holder of Registrable Securities in accordance with the rules and regulations of the NASD, (ii) all fees and expenses incurred in connection with compliance with state
securities or blue sky laws and compliance with the rules of the NASD (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 and any filings with the NASD), (iii) all expenses of any Persons 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, certificates and other documents relating
to the performance of and compliance with this Agreement, (iv) all fees and expenses incurred in connection with the listing, if any, of any of the Registrable Securities on any securities
exchange or exchanges, (v) all rating agency fees, (vi) the fees and disbursements of counsel for the Company and 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, (vii) the fees and expenses of the Trustee, and any escrow agent or
custodian, (viii) the reasonable fees and expenses of the Initial Purchasers in connection with the Exchange Offer, including the reasonable fees and expenses of counsel to the Initial
Purchasers in connection therewith, (ix) the reasonable fees and disbursements of Hughes Hubbard & Reed LLP, special counsel representing the Holders of Registrable Securities, or other
counsel selected by the Majority Holders and (x) any fees and disbursements of the underwriters customarily required to be paid by issuers or sellers of securities and the fees and expenses of
any special experts retained by the Company in connection with any Registration Statement, but excluding 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 which covers any of the Exchange Securities or 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. 


        "Representatives"
shall mean Merrill Lynch, Credit Suisse First Boston and JPMorgan. 



        "SEC"
shall mean the Securities and Exchange Commission or any successor agency or government body performing the functions currently performed by the United
States Securities and Exchange Commission. 


        "Shelf
Registration" shall mean a registration effected pursuant to Section 2.2 hereof. 


        "Shelf
Registration Statement" shall mean a "shelf" registration statement of the Company pursuant to the provisions of Section 2.2 of this Agreement
which covers all of the Registrable Securities or all of the Private Exchange Securities on an appropriate form under Rule 415 under the 1933 Act, or any similar rule that may be adopted by the
SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto
and all material incorporated by reference therein. 


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        "Trustee"
shall mean the trustee with respect to the Securities under the Indenture. 


        2.    Registration Under the 1933 Act.    


        2.1    Exchange Offer.    The Company shall, for the benefit of the Holders, at the
Company's cost, (A) prepare and, as soon as practicable but not later than 120 days following the Closing Date, file with the SEC an Exchange Offer Registration Statement on an
appropriate form under the 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange
Securities), of a like principal amount of Exchange Securities, (B) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933
Act within 180 days of the Closing Date, (C) use its reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and
(D) use its reasonable best efforts to cause the Exchange Offer to be consummated not later than 40 days after the effective date of the Exchange Offer Registration Statement. The
Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the
objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the
Company within the meaning of Rule 405 under the 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Company for its own account,
(c) acquired the Exchange Securities in the ordinary course of such Holder's business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer
for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and under state
securities or blue sky laws. 


        In
connection with the Exchange Offer, the Company shall: 


        (a)   mail
or cause to be mailed as promptly as practicable to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an
appropriate letter of transmittal and related documents; 


        (b)   keep
the Exchange Offer open for acceptance for a period of not less than 20 business days (or longer, if required by applicable law or otherwise extended by the
Company, at its option) after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the "Exchange Period"); 


        (c)   utilize
the services of the Depositary for the Exchange Offer; 


        (d)   permit
Holders to withdraw tendered Registrable Securities at any time prior to 5:00 p.m. (Eastern Time), on the last business day of the Exchange Period, by
sending to the institution 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 such Holder's election to have such Securities exchanged; 


        (e)   notify
each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this
Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and 


        (f)    otherwise
comply in all respects with all applicable laws relating to the Exchange Offer. 



        If,
prior to consummation of the Exchange Offer, the Initial Purchasers hold any Securities acquired by them and having the status of an unsold allotment in the initial distribution, the
Company upon the request of any Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the
"Private Exchange") for the Securities held by such Initial Purchaser, a like principal amount of senior debt 


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securities
of the Company, that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities (the "Private Exchange Securities"). 


        The
Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture
and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the "TIA"), or is exempt from such qualification and shall provide that the Exchange Securities shall
not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictions. The Indenture or such indenture shall
provide that the 2007 Notes (including any Additional Senior Notes of the same series) and the Exchange Securities and Private Exchange Securities (if any) corresponding thereto shall vote and consent
together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture, and that none of the
Exchange Securities, Private Exchange Securities or Securities within the series of such securities will have the right to vote or consent as a separate class on any matter. The Private Exchange
Securities shall be of the same series as and the Company shall use all commercially reasonable efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities to
which they relate. The Company shall not have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities to
which they relate. 


        As
soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Company shall: 



        (i)    accept
for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer
Registration Statement and the letter of transmittal which shall be an exhibit thereto; 


        (ii)   accept
for exchange all Securities properly tendered pursuant to the Private Exchange; 


        (iii)  deliver
to the Trustee for cancellation all Registrable Securities so accepted for exchange; and 


        (iv)  cause
the Trustee promptly to authenticate and deliver Exchange Securities or Private Exchange Securities, as the case may be, to each Holder of Registrable Securities
so accepted for exchange in a principal amount equal to the principal amount of the Registrable Securities of such Holder so accepted for exchange. 




        Interest
on each Exchange Security and Private Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor
or, if no interest has been paid on the Registrable Securities, from the date of original issuance. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than
(i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC,
(ii) the due tendering of Registrable Securities in accordance with the Exchange Offer and the Private Exchange, (iii) that each Holder of Registrable Securities exchanged in the
Exchange Offer shall have represented that all Exchange Securities to be received by it shall be acquired in the ordinary course of its business, that at the time of the consummation of the Exchange
Offer it shall have no arrangement or understanding with any person to participate in the distribution (within the meaning of the 1933 Act) of the Exchange Securities), that it is not an affiliate (as
defined in Rule 405 under the 1933 Act) of the Company, and that it is not acting on behalf of any Person that could not truthfully make the representations in this clause (iii) and
shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other
appropriate form under the 1933 Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to
the Exchange Offer or 


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the
Private Exchange which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer or the Private Exchange. 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 to contact such Holders and otherwise
facilitate the tender of Registrable Securities in the Exchange Offer. 


        2.2    Shelf Registration.    (i) If, because of any changes in law, SEC rules or
regulations or applicable interpretations thereof by the staff of the SEC, the Company is not permitted to effect the Exchange Offer as contemplated by Section 2.1 hereof, (ii) if for
any other reason the Exchange Offer Registration Statement is not declared effective within 180 days following the original issue of the Registrable Securities or the Exchange Offer is not
consummated within 40 days after the Exchange Offer Registration Statement is declared effective, (iii) upon the written request of any of the Initial Purchasers within 90 days
after the consummation of the Exchange Offer with respect to the Registrable Securities acquired by it directly from the Company or (iv) if a Holder, other than an Initial Purchaser holding
Registrable Securities acquired directly from the Company, is not eligible to participate in the Exchange Offer or elects to participate but does not receive freely transferable Exchange Securities
pursuant to the Exchange Offer, then in case of each of clauses (i) through (iv) the Company shall, at its cost: 



        (a)   File
with the SEC no later than the 60th day after such filing obligation arises, and thereafter shall use its reasonable best efforts to cause to be
declared effective by the SEC as promptly as practicable but no later than the 90th day after such filing obligation arises, a Shelf Registration Statement relating to the offer and sale
of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders participating in the Shelf Registration and set forth in
such Shelf Registration Statement. 


        (b)   Use
its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by
Holders for a period of two years from the date on which any Registrable Securities are originally issued by the Company, or for such shorter period that will terminate when all Registrable Securities
covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, become eligible for resale pursuant to Rule 144(k) under the 1933 Act or cease to be
outstanding or otherwise to be Registrable Securities (the "Effectiveness Period"); provided, however, that the Effectiveness Period in respect of the
Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the 1933 Act and as
otherwise provided herein. 


        (c)   Notwithstanding
any other provisions hereof, use its best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus
forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any
amendment thereto does not, when it becomes effective, 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 and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not
include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading. 


        The
Company shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement. The Company further agrees, if necessary, to supplement
or amend the Shelf Registration Statement, as required by Section 3(b) below, and 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. 


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        2.3    Expenses.    The Company shall pay all Registration Expenses in connection with
the registration pursuant to Section 2.1 or 2.2. Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such
Holder's Registrable Securities pursuant to the Shelf Registration Statement. 


        2.4.    Effectiveness.    (a) The Company will be deemed not have used its
reasonable best efforts to cause the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite period if
the Company voluntarily takes any action that would, or omits to take any action which omission would result in any such Registration Statement not being declared effective or in the Holders of
Registrable Securities covered thereby not being able to exchange or offer and sell such Registrable Securities during that period as and to the extent contemplated hereby, unless such action is
required by applicable law. 


        (b)   An
Exchange Offer Registration Statement pursuant to Section 2.1 hereof or a Shelf Registration Statement pursuant to Section 2.2 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 an Exchange Offer Registration Statement or 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. 


        (c)   During
any 365-day period, the Company may, by notice as described in Section 3(e), suspend the availability of a Shelf Registration Statement and the
use of the related Prospectus for not more than an aggregate of 30 days during any 365-day period, if the action is required by applicable law, the action is taken by the Company in
good faith and for valid business reasons, including the acquisition or divestiture of assets or a material corporate transaction or event, or upon the happening of any event or the discovery of any
fact referred to in Sections 3(e)(v) or 3(e)(vi), subject to compliance by the Company with its obligations under Section 3(k). 


        2.5    Interest.    The Indenture executed in connection with the Securities will provide
that in the event that either (a) the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 120th calendar day following the date of original
issue of the Securities, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to the 180th calendar day following the date of original issue
of the Securities, (c) the Exchange Offer is not consummated on or prior to the 40th calendar day after the Exchange Offer Registration Statement is declared effective,
(d) a Shelf Registration Statement is not filed with the Commission on or prior to the 60th calendar day after the date such filing obligation arises, or (e) a Shelf
Registration Statement is not declared effective on or prior to the 90th calendar day after the date the obligation to file such Shelf Registration Statement arises (each such event referred to in
clauses (a) through (e) above, a "Registration Default"), the interest rate borne by the Securities shall be increased ("Additional Interest") by one-quarter of one percent
(.25%) per annum upon the occurrence of each Registration Default, which rate will increase by one quarter of one percent (.25%) per annum each 90-day period that such Additional Interest
continues to accrue under any such circumstance, provided that the maximum aggregate increase in the interest rate will in no event exceed one-half of one percent (.50%) per annum.
Following the cure of all Registration Defaults the accrual of Additional Interest will cease and the interest rate will revert to the original rate. 


        If
the Shelf Registration Statement is declared effective but thereafter ceases to be effective or is unusable by the Holders for any reason (except for the exercise by the Company of
its rights under Section 2.4(c) above), and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable exceeds
30 days in the aggregate, then the interest rate borne by the Securities will be increased by 0.25% per annum of the principal amount of 


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the
Securities for the first 90-day period (or portion thereof) beginning on the 31st such date that such Shelf Registration Statement ceases to be effective or usable, which
rate shall be increased by an additional 0.25% per annum of the principal amount of the Securities at the beginning of each subsequent 90-day period, provided that the maximum aggregate
increase in the interest rate will in no event exceed one percent (.50%) per annum. Any amounts payable under this paragraph shall also be deemed "Additional Interest" for purposes of this Agreement.
Upon the Shelf Registration Statement once again becoming usable, the interest rate borne by the Securities will be reduced to the original interest rate if the Company is otherwise in compliance with
this Agreement at such time. Additional Interest shall be computed based on the actual number of days elapsed in each 90-day period in which the Shelf Registration Statement is unusable. 


        The
Company shall notify the Trustee within three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an
"Event Date"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Registrable Securities, on or before the applicable semiannual interest
payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of
Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the
day following the applicable Event Date. 


        3.    Registration Procedures.    


        In
connection with the obligations of the Company with respect to Registration Statements pursuant to Sections 2.1 and 2.2 hereof, the Company shall: 



        (a)   prepare
and file with the SEC a Registration Statement, within the relevant time period specified in Section 2, on the appropriate form under the 1933 Act, which
form (i) shall be selected by the Company, (ii) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the selling Holders thereof,
(iii) shall comply as to form in all material respects with the requirements of the applicable form and include or incorporate by reference all financial statements required by the SEC to be
filed therewith or incorporated by reference therein, and (iv) shall comply in all respects with the requirements of Regulation S-T under the 1933 Act, and use its 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 under applicable law 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 (or any similar provision then in force) under the 1933 Act and comply with the provisions of the 1933 Act, the 1934 Act and the rules and regulations thereunder applicable to them
with respect to the disposition of all securities covered by each Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the selling
Holders thereof (including sales by any Participating Broker-Dealer); 


        (c)   in
the case of a Shelf Registration, (i) notify each Holder of Registrable Securities, at least ten business days prior to filing, that a Shelf Registration
Statement with respect to the Registrable Securities is being filed and advising such Holders that the distribution of Registrable Securities will be made in accordance with the method selected by the
Majority Holders participating in the Shelf Registration; (ii) furnish to each Holder of Registrable Securities, to counsel to the Initial Purchasers, to counsel to 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, counsel or 


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underwriter
may reasonably request, including financial statements and schedules and, if the Holder, counsel or underwriter so requests, all exhibits (including those incorporated by reference) in
order to facilitate the public sale or other disposition of the Registrable Securities; and (iii) hereby consent to the use of the Prospectus or any amendment or supplement thereto by each of
the selling Holders or underwriters of Registrable Securities in connection with the offering and sale of the Registrable Securities covered by the Prospectus or any amendment or supplement thereto; 


        (d)   use
its 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 and each underwriter of an underwritten offering of Registrable Securities shall reasonably request by the time the applicable Registration
Statement is declared effective by the SEC, and do any and all other acts and things which may be reasonably necessary or advisable to enable each such Holder and underwriter 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), or (ii) take
any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject; 


        (e)   notify
promptly each Holder of Registrable Securities under a Shelf Registration or any Participating Broker-Dealer who has notified the Company that it is utilizing the
Exchange Offer Registration Statement as provided in paragraph (f) below and, if requested by such Holder or Participating Broker-Dealer, confirm such advice in writing promptly (i) when
a Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of any request by the SEC or any state securities
authority for post-effective 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) in the case of a Shelf Registration, 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, (v) of the happening of any event or the discovery of any facts during the period a Shelf Registration Statement is effective which makes any statement made in
such Registration Statement or the related Prospectus untrue in any material respect or which requires the making of any changes in such Registration Statement or Prospectus in order to make the
statements therein not misleading, (vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities or the Exchange
Securities, as the case may be, for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (vii) of any determination by the Company that a
post-effective amendment to such Registration Statement would be appropriate; 



        (f)    (A)
in the case of the Exchange Offer Registration Statement (i) include in the Exchange Offer Registration Statement a section entitled "Plan of Distribution"
which section shall be reasonably acceptable to the Representatives on behalf of the Participating Broker-Dealers, and which shall contain a summary statement of the positions taken or policies made
by the staff of the SEC with respect to the potential "underwriter" status of any broker-dealer that holds Registrable Securities acquired for its own account as a result of market-making activities
or other trading activities and that will be the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange Securities to be received by such broker-dealer in
the Exchange Offer, whether such positions or policies have been publicly disseminated by the staff of the SEC or such positions or policies, in the reasonable judgment of the Representatives on
behalf of the Participating Broker-Dealers and its counsel, 


9







 



represent
the prevailing views of the staff of the SEC, including a statement that any such broker-dealer who receives Exchange Securities for Registrable Securities pursuant to the Exchange Offer may
be deemed a statutory underwriter and must deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities, (ii) furnish to each
Participating Broker-Dealer who has delivered to the Company the notice referred to in Section 3(e), without charge, as many copies of each Prospectus included in the Exchange Offer
Registration Statement, including any preliminary prospectus, and any amendment or supplement thereto, as such Participating Broker-Dealer may reasonably request, (iii) hereby consent to the
use of the Prospectus forming part of the Exchange Offer Registration Statement or any amendment or supplement thereto, by any Person subject to the prospectus delivery requirements of the SEC,
including all Participating Broker-Dealers, in connection with the sale or transfer of the Exchange Securities covered by the Prospectus or any amendment or supplement thereto, and (iv) include
in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer (x) the following provision: 





"If
the exchange offeree is a broker-dealer holding Registrable Securities acquired for its own account as a result of market-making activities or other trading activities, it will deliver a
prospectus meeting the requirements of the 1933 Act in connection with any resale of Exchange Securities received in respect of such Registrable Securities pursuant to the Exchange Offer;" and 






(y)  a
statement to the effect that by a broker-dealer making the acknowledgment described in clause (x) and by delivering a Prospectus in connection with the exchange of
Registrable Securities, the broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the 1933 Act; and 



        (B)  in
the case of any Exchange Offer Registration Statement, the Company agrees to deliver to the Initial Purchasers on behalf of the Participating Broker-Dealers upon the
closing of the Exchange Offer (i) an opinion of counsel or opinions of counsel substantially in the form attached hereto as Exhibit A and (ii) officers' certificates substantially
in the form customarily delivered in a public offering of debt securities; 




        (g)   (i) in
the case of an Exchange Offer, furnish counsel for the Initial Purchasers and (ii) in the case of a Shelf Registration, furnish counsel for the
Holders of Registrable Securities copies of any comment letters received from the SEC or any other request by the SEC or any state securities authority for amendments or supplements to a Registration
Statement and Prospectus or for additional information; 


        (h)   make
every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible moment; 



        (i)    in
the case of a Shelf Registration, furnish to each Holder of Registrable Securities, and each underwriter, if any, without charge, at least one conformed copy of each
Registration Statement and any post-effective amendment thereto, including financial statements and schedules (without documents incorporated therein by reference and all exhibits thereto,
unless requested); 


        (j)    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; 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 or the underwriters, if any, may reasonably request at least three business days prior to the closing of any sale of Registrable
Securities; 


        (k)   in
the case of a Shelf Registration, upon the occurrence of any event or the discovery of any facts, each as contemplated by Sections 3(e)(v) and
3(e)(vi) hereof, as promptly as practicable after the occurrence of such an event, use its best efforts to prepare a supplement or post-effective amendment to the 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 or Participating Broker-Dealers, such Prospectus will not contain at the time of such delivery any untrue statement of a material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading or will remain so qualified. At such time as such public disclosure is otherwise made or the Company
determines that such disclosure is not necessary, in each case to correct any misstatement of a material fact or to include any omitted material fact, the Company agrees promptly to notify each Holder
of such determination and to furnish each Holder such number of copies of the Prospectus as amended or supplemented, as such Holder may reasonably request; 


10









   
        (l)    in the case of a Shelf Registration, 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 a Prospectus after initial filing of a Registration Statement, provide
copies of such document to the Initial Purchasers on behalf of such Holders; and make representatives of the Company as shall be reasonably requested by the Holders of Registrable Securities, or the
Initial Purchasers on behalf of such Holders, available for discussion of such document; 


        (m)  obtain
a CUSIP number for all Exchange Securities, Private Exchange Securities or Registrable Securities, as the case may be, not later than the effective date of a
Registration Statement, and provide the Trustee with printed certificates for the Exchange Securities, Private Exchange Securities or the Registrable Securities, as the case may be, in a form eligible
for deposit with the Depositary; 


        (n)   (i) cause
the Indenture to be qualified under the TIA in connection with the registration of the Exchange Securities or Registrable Securities, as the case may
be, (ii) 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
(iii) execute, and use its 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; 


        (o)   in
the case of a Shelf Registration, enter into agreements (including underwriting agreements) and take all other customary and appropriate actions in order to expedite
or facilitate the disposition of such Registrable Securities and in such connection whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten
registration: 



        (i)    make
such representations and warranties to the Holders of such Registrable Securities and the underwriters, if any, in form, substance and scope as are customarily made
by issuers to underwriters in similar underwritten offerings as may be reasonably requested by them; 



        (ii)   obtain
opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the
managing underwriters, if any, and the holders of a majority in principal amount of the Registrable Securities being sold) addressed to each selling Holder and the underwriters, if any, covering the
matters customarily covered in opinions requested in sales of securities or underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters; 


        (iii)  obtain
"cold comfort" letters and updates thereof from the Company's independent certified public accountants (including both Ernst & Young LLP and
PricewaterhouseCoopers LLP and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial
statements are, or are required to be, included in the Registration Statement) addressed to the underwriters, if any, and use reasonable efforts to have such letter addressed to the selling Holders of
Registrable Securities (to the extent consistent with Statement on Auditing Standards No. 72 of the American Institute of Certified Public Accounts), such letters to be in customary form and
covering matters of the type customarily covered in "cold comfort" letters to underwriters in connection with similar underwritten offerings; 


        (iv)  enter
into a securities sales agreement with the Holders and an agent of the Holders providing for, among other things, the appointment of such agent for the selling
Holders for the purpose of soliciting purchases of Registrable Securities, which agreement shall be in form, substance and scope customary for similar offerings; 



11







 




        (v)   if
an underwriting agreement is entered into, cause the same to set forth indemnification and contribution provisions and procedures substantially equivalent to the
indemnification and contribution provisions and procedures set forth in Section 4 hereof with respect to the underwriters and all other parties to be indemnified pursuant to said Section or, at
the request of any underwriters, in the form customarily provided to such underwriters in similar types of transactions; and 


        (vi)  deliver
such documents and certificates as may be reasonably requested and as are customarily delivered in similar offerings to the Holders of a majority in principal
amount of the Registrable Securities being sold and the managing underwriters, if any. 




The
above shall be done at (i) the effectiveness of such Registration Statement (and each post-effective amendment thereto) and (ii) each closing under any underwriting or
similar agreement as and to the extent required thereunder; 


        (p)   in
the case of a Shelf Registration or if a Prospectus is required to be delivered by any Participating Broker-Dealer in the case of an Exchange Offer, make available
for inspection by representatives of the Holders of the Registrable Securities, any underwriters participating in any disposition pursuant to a Shelf Registration Statement, any Participating
Broker-Dealer and any counsel or accountant retained by any of the foregoing, all financial and other records, pertinent corporate documents and properties of the Company reasonably requested by any
such persons, and cause the respective officers, directors, managers, employees, and any other agents of the Company to supply all information reasonably requested by any such representative,
underwriter, special counsel or accountant in connection with a Registration Statement, and make such representatives of the Company available for discussion of such documents and for participation in
road show presentations as shall be reasonably requested by the Initial Purchasers; 


        (q)   (i) in
the case of an Exchange Offer Registration Statement, a reasonable time prior to the filing of any Exchange Offer Registration Statement, any Prospectus
forming a part thereof, any amendment to an Exchange Offer Registration Statement or amendment or supplement to such Prospectus, provide copies of such document to the Initial Purchasers and to
counsel to the Holders of Registrable Securities and make such changes in any such document prior to the filing thereof as the Initial Purchasers, counsel to the Initial Purchasers or counsel to the
Holders of Registrable Securities may reasonably request and, except as otherwise required by applicable law, not file any such document in a form to which the Initial Purchasers on behalf of the
Holders of Registrable Securities, counsel to the Initial Purchasers and counsel to the Holders of Registrable Securities shall not have previously been advised and furnished a copy of or to which the
Initial Purchasers on behalf of the Holders of Registrable Securities, counsel to the Initial Purchasers or counsel to the Holders of Registrable Securities shall reasonably object, and make the
representatives of the Company available for discussion of such documents as shall be reasonably requested by the Initial Purchasers; and 



        (ii)   in
the case of a Shelf Registration, a reasonable time prior to filing any Shelf Registration Statement, any Prospectus forming a part thereof, any amendment to such
Shelf Registration Statement or amendment or supplement to such Prospectus, provide copies of such document to the Holders of Registrable Securities, to the Initial Purchasers, to counsel to the
Initial Purchasers, to counsel for the Holders and to the underwriter or underwriters of an underwritten offering of Registrable Securities, if any, make such changes in any such document prior to the
filing thereof as the Initial Purchasers, counsel to the Initial Purchasers, the counsel to the Holders or the underwriter or underwriters reasonably request and not file any such document in a form
to which the Majority Holders, the Initial Purchasers on behalf of the Holders of Registrable Securities, counsel to the Initial Purchasers, counsel for the Holders of Registrable Securities or any
underwriter shall not have previously been advised and furnished a copy of or to which the Majority Holders, the Initial Purchasers of behalf of the Holders of Registrable Securities, counsel 



12







 

to
the Initial Purchasers, counsel to the Holders of Registrable Securities or any underwriter shall reasonably object, and make the representatives of the Company available for discussion of such
document as shall be reasonably requested by the Holders of Registrable Securities, the Initial Purchasers on behalf of such Holders, counsel to the Initial Purchasers, counsel for the Holders of
Registrable Securities or any underwriter. 




        (r)   in
the case of a Shelf Registration, use its best efforts to cause all Registrable Securities to be listed on any securities exchange on which similar debt securities
issued by the Company are then listed if requested by the Majority Holders, or if requested by the underwriter or underwriters of an underwritten offering of Registrable Securities, if any; 


        (s)   in
the case of a Shelf Registration, use its best efforts to cause the Registrable Securities to be rated by the appropriate rating agencies, if so requested by the
Majority Holders, or if requested by the underwriter or underwriters of an underwritten offering of Registrable Securities, if any; 


        (t)    otherwise
comply with all applicable rules and regulations of the SEC and make available to its security holders, as soon as reasonably practicable, an earnings
statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder; 


        (u)   cooperate
and assist in any filings required to be made with the NASD and, in the case of a Shelf Registration, in the performance of any due diligence investigation by
any underwriter and its counsel (including any "qualified independent underwriter" that is required to be retained in accordance with the rules and regulations of the NASD); and 


        (v)   upon
consummation of an Exchange Offer or a Private Exchange, obtain a customary opinion of counsel to the Company addressed to the Trustee for the benefit of all
Holders of Registrable Securities participating in the Exchange Offer or Private Exchange, and which includes an opinion that (i) the Company has duly authorized, executed and delivered the
Exchange Securities and/or Private Exchange Securities, as applicable, and the related indenture, and (ii) each of the Exchange Securities and related indenture constitute a legal, valid and
binding obligation of the Company, enforceable against the Company in accordance with its respective terms (with customary exceptions). 



        In
the case of a Shelf Registration Statement, the Company may (as a condition to such Holder's participation in the Shelf Registration) 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 and agree in writing to be bound by the terms of this Agreement. 


        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 or the discovery of any facts, each 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(k) hereof, and, if so directed by the Company, such Holder will deliver to the Company (at the
Company's expense) all copies in such Holder's 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. 


        In
the event that the Company fails to effect the Exchange Offer or file any Shelf Registration Statement and maintain the effectiveness of any Shelf Registration Statement as provided
herein, the Company shall not file any Registration Statement with respect to any securities (within the meaning of Section 2(1) of the 1933 Act) of the Company other than Registrable
Securities. 


        If
any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the underwriter or underwriters and manager or managers that
will manage such offering will be selected by the Majority Holders of such Registrable Securities included in such 


13







 



offering
and shall be acceptable to the Company. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such
Holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (b) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. 


        4.    Indemnification; Contribution.    


        (a)   The
Company agrees to indemnify and hold harmless the Initial Purchasers, each Holder, each Participating Broker-Dealer, each Person who participates as an underwriter,
each of their respective affiliates, directors, officers, employees and agents (any such Person being an "Underwriter") and each Person, if any, who controls any Holder or Underwriter within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: 



        (i)    against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement (or any amendment or supplement thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, including all
documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading,
or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom
of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; 


        (ii)   against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or
any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue
statement or omission; provided that
(subject to Section 4(d) below) any such settlement is effected with the written consent of the Company; and 



        (iii)  against
any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by any indemnified party), reasonably incurred in
investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any
such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above; 




provided,
however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Holder or Underwriter expressly for use in a Registration Statement (or any
amendment thereto) or any Prospectus (or any amendment or supplement thereto). 


        (b)   Each
Holder severally, but not jointly, agrees to indemnify and hold harmless the Company, each of the other Initial Purchasers, each other Underwriter and the other
selling Holders, and each of their respective affiliates, directors, officers, employees and agents, and each Person, if any, who controls the Company, any of the other Initial Purchasers, any other
Underwriter or any other selling Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense
described in the indemnity contained in Section 4(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Shelf
Registration Statement (or any amendment thereto) or any 


14







 



Prospectus
included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect to such Holder furnished to the Company by such Holder
expressly for use in the Shelf Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided,
however, that no such Holder shall be liable for any claims hereunder in excess of the amount of net proceeds received by such Holder from the sale of Registrable Securities
pursuant to such Shelf Registration Statement. 


        (c)   Each
indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of
which indemnity may be sought hereunder, but failure so to notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially
prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate
at its own expense in the defense of such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the
indemnified party. In no event shall the indemnifying party or parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel
for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No
indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this
Section 4 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each
indemnified party from all liability arising out of such litigation, investigation, proceeding or claim 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
at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying
party agrees that it shall be liable for any settlement of the nature contemplated by Section 4(a)(ii) effected without its written consent if (i) such settlement is entered into
more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least
30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date
of such settlement. 


        (e)   If
the indemnification provided for in this Section 4 is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any
losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Holders, the Underwriters and the Initial
Purchasers on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable
considerations. 


        The
relative fault of the Company on the one hand and the Holders, the Underwriters and the Initial Purchasers on the other hand shall be determined by reference to, among other things,
whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company, the Holders, the
Underwriters or the Initial Purchasers and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. 


15







 



        The
Company, the Holders and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation
(even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this
Section 4. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 4 shall be deemed to include
any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency
or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. 


        Notwithstanding
the provisions of this Section 4, no Initial Purchaser or Underwriter shall be required to contribute any amount in excess of the amount by which the total price
at which the Securities sold by it were offered exceeds the amount of any damages which such Initial Purchaser or Underwriter 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. 


        For
purposes of this Section 4, each Person, if any, who controls an Initial Purchaser, Underwriter or Holder within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as such Initial Purchaser, Underwriter or Holder, and each member of the board of managers of the Company, and each Person,
if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Initial
Purchasers' respective obligations to contribute pursuant to this Section 4 are several in proportion to the principal amount of Securities set forth opposite their respective names in
Schedule A to the Purchase Agreement and not joint. 


        5.    Miscellaneous.    


        5.1    Rule 144 and Rule 144A.    The Company covenants that it will file
the reports required to be filed by reporting Persons under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, whether or not
it is required to so report. If the Company is not permitted to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Securities (a) make publicly
available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary to permit
sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that
is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the
limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may
be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such
Holder a written statement as to whether it has complied with such requirements. 


        5.2    No Inconsistent Agreements.    The Company has not entered into and the Company
will not after the date of this Agreement enter into any agreement which is inconsistent with the rights granted to the Initial Purchasers and Holders of Registrable Securities in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not and will not for the term of this Agreement in any way conflict with the rights granted to the
holders of the Company's other issued and outstanding securities under any such agreements. 


16







 



        5.3    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 departure. 


        5.4    Notices.    All notices and other communications provided for or permitted
hereunder shall be made in writing by hand delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (a) 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 5.4, which address initially is the address set forth in the Purchase
Agreement with respect to the Initial Purchasers; and (b) if to the Company, initially at the Company's address set forth in the Purchase Agreement, and thereafter at such other address of
which notice is given in accordance with the provisions of this Section 5.4. 


        All
such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; four business days after being deposited in the mail,
postage prepaid, 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 under the Indenture, at the address specified in
such Indenture. 


        5.5    Successor 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; provided that nothing
herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms hereof or of the Purchase Agreement or the Indenture. 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, including the restrictions on resale set forth in this Agreement and, if applicable, the Purchase Agreement, and such Person shall be entitled to receive the benefits hereof. 


        5.6    Third Party Beneficiaries.    The Initial Purchasers and the Underwriters (even if
they are not Holders of Registrable Securities) shall be third party beneficiaries to the agreements made hereunder between the Company, on the one hand, and the Holders, on the other hand, and shall
have the right to enforce such agreements directly to the extent they deem such enforcement necessary or advisable to protect their rights or the rights of Holders hereunder. Each Holder of
Registrable Securities 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, and shall have the right
to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights hereunder. 


        5.7.    Specific Enforcement.    Without limiting the remedies available to the Initial
Purchasers and the Holders, the Company acknowledges that any failure by the Company to comply with its obligations under Sections 2.1 through 2.4 hereof may result in material irreparable injury to
the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it would 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 Sections 2.1 through 2.4 hereof without the requirement
of posting any bond. 


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        5.8.    Restriction on Resales.    Until the expiration of two years after the original
issuance of the Securities, the Company will not, and will cause its "affiliates" (as such term is defined in Rule 144(a)(1) under the 1933 Act) not to, resell any Securities which are
"restricted securities" (as such term is defined under
Rule 144(a)(3) under the 1933 Act) that have been reacquired by any of them and shall immediately upon any purchase of any such Securities submit such Securities to the Trustee for
cancellation. 


        5.9    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. 


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


        5.11    GOVERNING LAW.    THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF. 


        5.12    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. 



	 	 	PANHANDLE EASTERN PIPE LINE COMPANY, LLC
	

 	
 	

By:	

 Name: David J. Kvapil

Title: Executive Vice President and Chief Financial Officer





	Confirmed and accepted as of the date first above written:	 
	

BY: MERRILL LYNCH, PIERCE, FENNER & SMITH

                                      INCORPORATED	

 
	

By:	

/s/  KARL NEWLIN      
 Name: Karl Newlin

Title: Vice President	

 
	

BY: CREDIT SUISSE FIRST BOSTON LLC	

 
	

By:	

 Name:

Title:	

 
	

BY: J.P. MORGAN SECURITIES INC.	

 
	

By:	

 Name: Robert Bottamedi

Title: Vice President	

 





For
themselves and as Representatives

of the other Initial Purchasers 


19








   Exhibit A  


Form
of Opinion of Counsel 


Merrill
Lynch, Pierce, Fenner & Smith

                      Incorporated

Credit Suisse First Boston LLC

J.P. Morgan Securities Inc.

Credit Lyonnais Securities (USA) Inc. 


c/o
Merrill Lynch, Pierce, Fenner & Smith

                      Incorporated

Merrill Lynch World Headquarters

North Tower

4 World Financial Center

New York, New York 10281-1209 


Ladies
and Gentlemen: 


        We
have acted as counsel for Panhandle Eastern Pipe Line Company, LLC, a Delaware limited liability company (the "Company"), in connection with (i) the sale by the Company to the
Initial Purchasers (as defined below) of $200,000,000 aggregate principal amount of 2.75% Senior Notes due 2007, Series A (the "Notes"), of the Company pursuant to the Purchase Agreement, dated
as of March 9, 2004 (the "Purchase Agreement"), among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse First Boston LLC, J.P. Morgan
Securities Inc. and Credit Lyonnais Securities (USA) Inc. (collectively, the "Initial Purchasers"), and (ii) the filing by the Company of an Exchange Offer Registration Statement
(the "Registration Statement") in connection with an Exchange Offer to be
effected pursuant to the Registration Rights Agreement (the "Registration Rights Agreement"), dated as of March 9, 2004 between the Company and the Initial Purchasers. This opinion is furnished
to you pursuant to Section 3(f)(B) of the Registration Rights Agreement. In connection therewith, this opinion is delivered to you on behalf of the Participating Broker-Dealers pursuant to
Section 3(f)(B)(i) of the Registration Rights Agreement Unless otherwise defined herein, capitalized terms used in this opinion that are defined in the Registration Rights Agreement are
used herein as so defined. 


        As
counsel to the Company in this matter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents: the Registration Rights
Agreement; the Purchase Agreement; the DTC Agreement; and the Indenture, dated as of March 29, 1999, between J.P. Morgan Trust Company, National Association (successor to Bank One Trust
Company, National Association, and NBD Bank), as trustee, and the Company, as amended and supplemented by the Fourth Supplemental Indenture dated as of March 12, 2004. In addition, we have
examined such other documents and records of the Company and its subsidiaries, and have conducted such other investigations, as we have deemed appropriate to our rendering of the opinions provided
herein. With respect to matters of fact (but not including legal conclusions), we have relied upon (i) statements of officers, directors, managers, members or representatives, as applicable, of
the Company and its subsidiaries and (ii) certificates of public officials. In our examinations, we have assumed the authenticity of all documents submitted to us as original documents and the
conformity to original documents of all documents submitted to us as conformed, certified or photocopied copies thereof. Finally, we have assumed, except with respect to the Company and its
subsidiaries and the officers, directors, managers or members thereof, as applicable, that the signatures on all documents examined by us are genuine, and that all signatories to such documents have
all requisite power and authority to so execute and deliver such documents. 


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        Based
upon and subject entirely to the foregoing, and any other limitation and qualifications set forth herein, we are of the opinion that: 



        1.     The
Registration Statement and the Prospectus contained therein (other than the financial statements, notes and schedules thereto and other financial data and
supplemental schedules included or incorporated by reference therein or omitted therefrom and the Form T-1, as to which such counsel need express no opinion), comply as to form in
all material respects with the requirements of the 1933 Act and the applicable rules and regulations promulgated under the 1933 Act. 


        2.     We
have participated in the preparation of the Registration Statement, including the Prospectus contained therein, and in the course thereof have had discussions with
[representatives of and counsel to the Underwriters,] officers, managers and other representatives of the Company and PricewaterhouseCoopers LLP, the Company's independent
accountants, during which the contents of the Registration Statement, including the Prospectus contained therein, were discussed. We have not, however, independently verified and are not passing upon,
and do not assume any responsibility, explicitly or implicitly, for the accuracy, completeness or fairness of the statements contained in the Registration Statement, including the Prospectus contained
therein. Based on our participation as described above and subject to the foregoing, nothing has come to our attention that would lead us to believe that the Registration Statement (except for
financial statements, notes and schedules thereto and other financial data and supplemental schedules included or incorporated by reference therein and for the Form T-1, as to which
we make no statement), as of the date of its effectiveness and as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required
to be stated therein or necessary to make the statements therein not misleading or that the Prospectus [or any amendment or supplement thereto] (except for financial
statements, notes and schedules thereto and other financial data and supplemental schedules included or incorporated by reference therein, as to which we make no statement), at the time the Prospectus
was issued[, at the time any such amended or supplemented Prospectus was issued] or at the date hereof, included or includes an untrue statement of a material fact or omitted
or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 



        The
foregoing opinions are specifically limited to the existing federal laws of the United States and the laws of the District of Columbia, insofar as such laws apply. 


        The
opinions set forth above are being furnished to you solely for the benefit of the Participating Broker-Dealers in connection with the transactions contemplated by the Registration
Rights Agreement and may not be used for any other purpose or relied upon in whole or in part by any person other than the Participating Broker-Dealers. The opinions herein are given only as of the
date hereof, and we undertake no obligation and hereby disclaim any obligation to update or supplement any opinion herein in response to any subsequent change in the law or future events affecting
such opinions. Except with our prior written consent, the opinions herein expressed are not to be used, circulated, quoted or otherwise referred to in connection with any transactions other than those
contemplated by the Registration Rights Agreement by or to any other person. 


        Please
be advised that attorneys with Fleischman and Walsh, L.L.P. hold beneficial interests in shares of common stock of Southern Union Company, which indirectly owns all of the
membership interests in the Company. 


Very
truly yours, 


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