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Exhibit 4(h)    
    




Registration Rights Agreement  


 Dated as of August 18, 2003  


 among  


 Panhandle Eastern Pipe Line Company, LLC  


 and  


 Merrill Lynch, Pierce, Fenner & Smith Incorporated

J. P. Morgan Securities, Inc.

Bank One Capital Markets, Inc.

Credit Lyonnais Securities (USA) Inc.

Fleet Securities, Inc.

Wachovia Capital Markets, LLC

KBC Financial Products USA, Inc.

HVB Capital Markets, Inc.

Wells Fargo Brokerage Services, LLC

PNC Capital Markets, Inc.

UMB Scout Brokerage Services, Inc.

A.G. Edwards & Sons, Inc.

The Williams Capital Group, L.P.  








   REGISTRATION RIGHTS AGREEMENT 


        This
Registration Rights Agreement (the "Agreement") is made and entered into this 18th day of August, 2003, among Panhandle Eastern Pipe Line Company, LLC, a Delaware
limited liability (the "Company"), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J. P. Morgan Securities, Inc., Bank One Capital Markets, Inc., Credit Lyonnais
Securities (USA) Inc., Fleet Securities, Inc., Wachovia Capital Markets, LLC, KBC Financial Products USA, Inc., HVB Capital Markets, Inc., Wells Fargo Brokerage Services,
LLC, PNC Capital Markets, Inc., UMB Scout Brokerage Services, Inc., A.G. Edwards & Sons, Inc., The Williams Capital Group, L.P., (collectively, the "Initial Purchasers"). 


        This
Agreement is made pursuant to the Purchase Agreement, dated August 13, 2003, 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 $300,000,000 aggregate principal amount of the Company's 4.80% Senior Notes due 2008, Series A (the "2008 Notes"),
and $250,000,000 aggregate principal amount of the Company's 6.05% Senior Notes due 2013, Series A (the "2013 Notes" and, together with the 2008 Notes and 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.
The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement. 


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



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


        "1933 Act" shall mean the Securities Act of 1933, as amended from time to time, 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 4.80% Senior Notes due 2008, Series B or the 6.05% Senior Notes due 2013, Series B, as
the case may be and in each case, 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, N.A. (formerly known as Bank One Trust Company, National Association), as trustee, as amended and supplemented by the Third Supplemental Indenture dated as of August 18, 2003 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, 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 and continued 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 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 30 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
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 debt securities 


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of
the Company on a senior basis, 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 (x) the 2008 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 (y) the 2013 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 respective Exchange Securities, Private Exchange Securities or Securities within each of the respective
series of such securities specified in clauses (x) and (y) above 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 


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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 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 30 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. 



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        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. 


        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 30th 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%) 


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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 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 



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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 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 



9





 




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, 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
effectiveness of the Exchange Offer Registration Statement and 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, (ii) officers' certificates substantially in the form customarily delivered in a public offering of debt securities and (iii) a comfort letter or comfort letters in
customary form to the extent permitted by Statement on Auditing Standards No. 72 of the American Institute of Certified Public Accountants (or if such a comfort letter is not permitted, an
agreed upon procedures letter in customary form) 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) at least as broad in scope and coverage as the comfort letter or comfort letters delivered to the Initial Purchasers in connection with the initial sale of the Securities
to the Initial Purchasers; 




10





 




        (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; 


        (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 



11





 




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; 



         (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; 



12





 

        (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 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 



13





 




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 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. 


14





 



        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 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 



15





 




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. 



        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 


16





 

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. 


        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 


17





 



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. 


        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 


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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:	 	/s/  DAVID J. KVAPIL      

	 	 	 	 	Name:	 	David J. Kvapil
	 	 	 	 	Title:	 	Executive Vice President and

Chief Financial Officer





Confirmed
and accepted as

of the date first above written: 


MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED

J. P. MORGAN SECURITIES, INC.

BANK ONE CAPITAL MARKETS, INC.

CREDIT LYONNAIS SECURITIES (USA) INC.

FLEET SECURITIES, INC.

WACHOVIA CAPITAL MARKETS, LLC

KBC FINANCIAL PRODUCTS USA, INC.

HVB CAPITAL MARKETS, INC.

WELLS FARGO BROKERAGE SERVICES, LLC

PNC CAPITAL MARKETS, INC.

UMB SCOUT BROKERAGE SERVICES, INC.

A.G. EDWARDS & SONS, INC.

THE WILLIAMS CAPITAL GROUP, L.P.




	BY:	 	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:	 	/s/  KARL NEWLIN      
 Name: Karl Newlin

Title: Vice President	 	 
	 	 	 	 	 
	BY:	 	J.P. MORGAN SECURITIES, INC.	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:	 	/s/  ROBERT BOTTAMEDI      
 Name: Robert Bottamedi

Title: Vice President	 	 





For
themselves and as Representatives

of the other Initial Purchasers 


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Exhibit 4(h)