exv10w1



 






EXECUTION COPY




REGISTRATION RIGHTS AGREEMENT




dated as of




April 5, 2007




between




NORTHWEST PIPELINE CORPORATION




and




GREENWICH CAPITAL MARKETS, INC.




BANC OF AMERICA SECURITIES LLC



on behalf of themselves and the Initial Purchasers listed on Schedule I hereto




 









 





REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of April 5,
2007, among Northwest Pipeline Corporation (the “Company”), a corporation duly organized and
existing under the laws of the State of Delaware, and Greenwich Capital Markets, Inc. and Banc of
America Securities LLC, acting on behalf of themselves and the several initial purchasers listed on
Schedule I hereto (the “Initial Purchasers”).



     This Agreement is made pursuant to the Purchase Agreement dated as of April 2, 2007, among the
Company and Greenwich Capital Markets, Inc. and Banc of America Securities LLC, as representatives
of the Initial Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to
the Initial Purchasers of $185,000,000 principal amount of its 5.95% Senior Notes due 2017 (the
“Securities”). The Securities are to be issued pursuant to the provisions of an Indenture dated
the date hereof (as amended, supplemented or otherwise modified from time to time, the “Indenture”)
by and among the Company and The Bank of New York, as trustee (the “Trustee”).



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



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



     1. Definitions.



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



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



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



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



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



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



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



     “Commission” shall mean the Securities and Exchange Commission.



 









 





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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



     “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 Commission,
stock exchange or National Association of Securities Dealers, Inc. registration and filing fees,
(ii) all fees and expenses incurred in connection with compliance with state securities or blue sky
laws (including reasonable fees and disbursements of counsel for any underwriters or Holders in
connection with blue sky qualification of any of the Exchange Securities or Transfer Restricted
Securities), (iii) all expenses of any Person in preparing or assisting in preparing, word
processing, printing and distributing any Registration Statement, any Prospectus, any amendments or
supplements thereto, any underwriting agreements, securities sales agreements and other documents
relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v)
all fees and disbursements relating to the qualification of the Indenture under applicable
securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and
disbursements of counsel for the Company and, in the case of a Shelf Registration Statement, the
reasonable fees and disbursements of one counsel for the Holders (which counsel shall be selected
by the Majority Holders and which counsel may also be counsel for the Initial Purchasers) and
(viii) the fees and disbursements of the independent public accountants of the Company, including
the expenses of any special audits or “comfort” letters required by or incident to such performance
and compliance, but excluding fees of counsel to the Underwriters (other than the fees and expenses
set forth in clause (ii) above) and the Holders and underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of Transfer Restricted Securities by a
Holder.



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     “Registration Statement” shall mean any registration statement of the Company that covers any
of the Exchange Securities or the Transfer Restricted 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.



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



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



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



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



     “Transfer Restricted Securities” shall mean each outstanding Security until: (i) when in the
case of a Holder who was entitled to participate in the Registered Exchange Offer, an Exchange
Offer Registration Statement with respect to such Security shall have been declared effective under
the 1933 Act and either (a) such Security shall have been exchanged by a Person other than a
broker-dealer for an Exchange Security in the Registered Exchange Offer or (b) the Registered
Exchange Offer shall have been consummated and such Security was not tendered by the Holder thereof
in the Registered Exchange Offer; (ii) following the exchange by a broker-dealer in the Registered
Exchange Offer of a Security for an Exchange Security, the date on which such Exchange Security is
sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a
copy of the Prospectus contained in the Exchange Offer Registration Statement; (iii) the date on
which such Security has been effectively registered under the 1933 Act and disposed of in
accordance with the Shelf Registration Statement; or (iv) the date on which such Security is
distributed to the public or may be sold or transferred pursuant to Rule 144(k) under the 1933 Act
were it not held by an affiliate of the Company.



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



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



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



     2. Registration under the 1933 Act.



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     (a) To the extent not prohibited by any applicable law or applicable interpretation of
the Staff of the Commission, the Company shall (1) file an Exchange Offer Registration
Statement on or prior to 180 days after the Closing Date covering the offer by the Company
to the Holders to exchange all of the Transfer Restricted Securities for an equal aggregate
principal amount of Exchange Securities and (2) use its commercially reasonable efforts to
cause such Exchange Offer Registration Statement to be declared effective on or prior to 270
days after the Closing Date. The Company shall use its commercially reasonable efforts to
have the Exchange Offer Registration Statement remain effective until the closing of the
Registered Exchange Offer. The Company shall commence the Registered Exchange Offer promptly
after the Exchange Offer Registration Statement has been declared effective by the
Commission and use its commercially reasonable efforts to have the Registered Exchange Offer
consummated (by issuing Exchange Securities for all tendered, and not validly withdrawn
Transfer Restricted Securities) not later than 30 Business Days, or longer, if required by
the federal securities laws, after such effective date. The Company shall commence the
Registered Exchange Offer by mailing the related exchange offer Prospectus and accompanying
documents to each Holder stating, in addition to such other disclosures as are required by
applicable law:




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




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




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




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




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




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



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




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




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




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




     (b) If (i) the Company is not (A) required to file the Exchange Offer Registration
Statement or (B) permitted to consummate the Registered Exchange Offer because the
Registered Exchange Offer is not permitted by applicable law or applicable interpretation of
the Staff of the Commission; or (ii) any Holder of Transfer Restricted Securities notifies
the Company prior to the 20th day following the consummation of the Registered Exchange
Offer that: (A) it is prohibited by law or applicable



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interpretation of the Staff of the Commission from participating in the Registered
Exchange Offer, (B) it may not resell the Exchange Securities acquired by it in the
Registered Exchange Offer to the public without delivering a Prospectus and the Prospectus
contained in the Exchange Offer Registration Statement is not appropriate or available for
such resales or (C) it is a broker-dealer and owns Securities acquired directly from the
Company or an affiliate of the Company, the Company shall (x) use its commercially
reasonable efforts to file with the Commission within 60 days after such filing obligation
arises (or, if later, the date by which the Company is obligated to file an Exchange Offer
Registration Statement) a Shelf Registration Statement providing for the resale by the
Holders (other than those who fail to comply with the paragraph immediately following clause
(p) of Section 3) of all of their Transfer Restricted Securities and (y) use its
commercially reasonable efforts to cause such Shelf Registration Statement to be declared
effective by the Commission on or prior to 180 days after such filing obligation arises (or,
if later, the date by which the Company is obligated to use its commercially reasonable
efforts to have the Exchange Offer Registration Statement declared effective). If the
Company is required to file a Shelf Registration Statement solely as a result of the matters
referred to in clause (ii) of the preceding sentence, the Company shall use it commercially
reasonable efforts to file and have declared effective by the Commission both an Exchange
Offer Registration Statement pursuant to Section 2(a) with respect to all Transfer
Restricted Securities and a Shelf Registration Statement (which may be a combined
Registration Statement with the Exchange Offer Registration Statement) with respect to
reoffers and resales of Transfer Restricted Securities held by the Holders who must deliver
the related Prospectus. Subject to the following paragraph, the Company agrees to use its
commercially reasonable efforts to keep the Shelf Registration Statement continuously
effective until the expiration of the period referred to in Rule 144(k) with respect to the
Transfer Restricted Securities or such shorter period that will terminate when all of the
Transfer Restricted Securities covered by the Shelf Registration Statement have been sold
pursuant to the Shelf Registration Statement or cease to be Transfer Restricted Securities
within the meaning of this Agreement. The Company further agrees to supplement or amend the
Shelf Registration Statement if required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf Registration
Statement, the 1933 Act or any other rules and regulations thereunder for shelf registration
or if reasonably requested by a Holder with respect to information relating to such Holder,
and to use its commercially reasonable efforts to cause any such amendment to be declared
effective by the Commission and such Shelf Registration Statement to become usable as soon
as thereafter practicable. The Company agrees to furnish to the Holders of Transfer
Restricted Securities copies of any such supplement or amendment promptly after its being
used or filed with the Commission.




     Notwithstanding anything to the contrary in this Agreement, the Company, upon advising
the Initial Purchasers and each Holder, may suspend the use of the Prospectus included in
any Shelf Registration Statement in the event that and for periods of time not to exceed 30
consecutive days and for no more than 60 days during any 365 day period in which such
suspensions are in effect (each such period, a “Suspension Period”) if (i) an event or
circumstance occurs and is continuing as a



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result of which the Shelf Registration Statement, the related Prospectus or any
document incorporated therein by reference as then amended or supplemented or proposed to be
filed would, in the good faith judgment of the Company, contain an untrue statement of a
material fact or omit 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, and
(ii)(A) the Company determines in its good faith judgment that the disclosure of such event
at such time would have a material adverse effect on the business, operations or prospects
of the Company or (B) the disclosure otherwise relates to a material business transaction or
development which has not been publicly disclosed; provided, however, that upon the
termination of such Suspension Period, the Company shall promptly advise the Initial
Purchasers and each Holder that such Suspension Period has been terminated.




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




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




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




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




     (ii) the Exchange Offer Registration Statement is not declared effective by
the Commission on or prior to the 270th day following the Closing Date,




     (iii) the Registered Exchange Offer is not completed on or prior to the
30th Business Day following the date the Exchange Offer Registration
Statement is declared effective, or



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




(each such event referred to in clauses (i) through (iv) a “Registration Default”),
Additional Interest (“Additional Interest”) will accrue on the affected Transfer Restricted
Securities. The rate of Additional Interest will be one-quarter of one percent (0.25%) per
annum on the principal amount of Transfer Restricted Securities held by such Holder for the
first 90-day period immediately following the occurrence of a Registration Default,
increasing by an additional one-quarter of one percent (0.25%) per annum on the principal
amount of Transfer Restricted Securities with respect to each subsequent 90-day period
thereafter up to a maximum amount of Additional Interest for all Registration Defaults of
one-half of one percent (0.50%) per annum on the principal amount of Transfer Restricted
Securities, from and including the date on which any such Registration Default shall occur,
to but excluding the earlier of (1) the date on which all Registration Defaults have been
cured or (2) the date on which all the Transfer Restricted Securities otherwise become
freely transferable by Holders other than affiliates of the Company without further
registration under the 1933 Act.




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




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




     (g) Without limiting the remedies available to the Holders, the Company acknowledges
that any failure by the Company to comply with its obligations under Section 2(a) and
Section 2(b) hereof may result in material irreparable injury to the



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Holders for which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such failure, the
Initial Purchasers or any Holder may obtain such relief as may be required to specifically
enforce the Company’s obligations under Section 2(a) and Section 2(b) hereof.



     3. Registration Procedures.



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




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




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




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



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




     (e) in the case of a Shelf Registration, notify each Holder of Transfer Restricted
Securities, counsel for the Holders and counsel for the Initial Purchasers (or, if
applicable, separate counsel for the Holders) promptly and, if requested by any such Holder
or counsel, confirm such notice in writing, (i) when a Registration Statement has been
declared effective and when any post-effective amendment thereto has been filed and is
declared effective, (ii) of any request by the Commission or any state securities authority
for amendments and supplements to a Registration Statement and Prospectus or for additional
information after the Registration Statement has become effective, (iii) of the issuance by
the Commission or any state securities authority of any stop order suspending the
effectiveness of a Registration Statement or the initiation of any proceedings for that
purpose, (iv) if, between the effective date of a Registration Statement and the closing of
any sale of Transfer Restricted Securities covered thereby, the Company receives any
notification with respect to the suspension of the qualification of the Transfer Restricted
Securities for sale in any jurisdiction or the initiation of any proceeding for such
purpose, (v) of the happening of any event during the period a Shelf Registration Statement
is effective which makes any statement made in such Shelf Registration Statement or the
related Prospectus untrue in any material respect or which requires the making of any
changes in such Registration Statement or Prospectus in order to make the statements therein
not misleading, (vi) of any determination by the Company that a post-effective amendment to
a Registration Statement would be appropriate and (vii) of any Suspension Period;




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




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



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




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




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




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



12









 






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




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




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




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




     (p) in the case of a Shelf Registration, enter into such customary agreements and take
all such other actions in connection therewith (including those reasonably requested by the
Holders of a majority of the Transfer Restricted Securities being sold thereunder) in order
to expedite or facilitate the disposition of such Transfer Restricted Securities thereunder
including, but not limited to, pursuant to an Underwritten Offering and in such connection,
(i) to the extent possible, make such representations and warranties to the Holders and any
Underwriters of such Transfer Restricted Securities with respect to the business of the
Company, the Registration Statement, Prospectus and documents incorporated by reference or
deemed incorporated by reference, if any, in each case, in form, substance and scope as are
customarily made by issuers to underwriters in underwritten offerings and confirm the same
if and when requested, (ii) obtain opinions of counsel to the Company (which counsel and
opinions, in form, scope and substance, shall be reasonably satisfactory to



13









 







the Holders of a majority in principal amount of the Transfer Restricted Securities
being sold under such Shelf Registration Statement, such Underwriters and their respective
counsel) addressed to each selling Holder and Underwriter of Transfer Restricted Securities,
covering the matters customarily covered in opinions requested in underwritten offerings,
(iii) obtain “comfort” letters from the independent certified public accountants of the
Company (and, if necessary, any other certified public accountant of any subsidiary of the
Company, or of any business acquired by the Company for which financial statements and
financial data are or are required to be included in the Registration Statement) addressed
to each selling Holder and Underwriter of Transfer Restricted Securities, such letters to be
in customary form and covering matters of the type customarily covered in “comfort” letters
in connection with underwritten offerings, and (iv) deliver such documents and certificates
as may be reasonably requested by the Holders of a majority in principal amount of the
Transfer Restricted Securities being sold under such Shelf Registration Statement or by the
Underwriters, and which are customarily delivered in underwritten offerings, to evidence the
continued validity of the representations and warranties of the Company made pursuant to
clause (i) above and to evidence compliance with any customary conditions contained in an
underwriting agreement.




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




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



14









 






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




     If the Company shall give any such notice to suspend the disposition of Transfer
Restricted Securities pursuant to a Registration Statement, the Company shall extend the
period during which the Registration Statement shall be maintained effective pursuant to
this Agreement by the number of days during the period from and including the date of the
giving of such notice to and including the date when the Holders shall have received copies
of the supplemented or amended Prospectus necessary to resume such dispositions.




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



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




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




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



15









 






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




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




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




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



     5. Indemnification and Contribution.




     (a) The Company agrees to indemnify and hold harmless the Initial Purchasers, each
Holder and each Person, if any, who controls the Initial Purchasers or any Holder within the
meaning of either Section 15 of the 1933 Act or Section 20 of



16









 







the 1934 Act, or is under common control with, or is controlled by, the Initial
Purchasers or any Holder (each, a “Participant”), from and against all losses, claims,
damages and liabilities (including, without limitation, any legal fees or other expenses
reasonably incurred by a Participant in connection with defending or investigating any such
action or claim) caused by any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement (or any amendment thereto) pursuant to which
Exchange Securities or Transfer Restricted Securities were registered under the 1933 Act,
including all documents incorporated therein by reference, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, or caused by any untrue statement or alleged
untrue statement of a material fact contained in any Prospectus (as amended or supplemented
if the Company shall have furnished any amendments or supplements thereto) forming a part of
such Registration Statement, or caused by any omission or alleged omission to state therein
a material fact necessary to make the statements therein in the light of the circumstances
under which they were made not misleading, except insofar as such losses, claims, damages or
liabilities are caused by any such untrue statement or omission or alleged untrue statement
or omission based upon and in conformity with information relating to the Initial Purchasers
or any Holder, as the case may be, furnished to the Company in writing by such Initial
Purchasers or selling Holder expressly for use therein. In connection with any Underwritten
Offering permitted by Section 3, the Company will also enter into an underwriting agreement
pursuant to which the Company will agree to indemnify the Underwriters, if any, selling
brokers, dealers and similar securities industry professionals participating in such
Underwritten Offering, their officers and directors and each Person who controls such
Persons (within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934
Act) to the same extent as provided above with respect to the indemnification of the
Holders, if requested in connection with any Registration Statement for such Underwritten
Offering.




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




     (c) In case any proceeding (including any governmental investigation) shall be
instituted involving any Person in respect of which indemnity may be sought pursuant to
either paragraph (a) or paragraph (b) above, such Person (the “Indemnified Party”) shall
promptly notify the Person against whom such indemnity may be sought (the “Indemnifying
Party”) in writing, but the failure to so promptly notify the Indemnifying Party shall not
negate the obligation to so indemnify such Indemnified



17









 







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




     (d) If the indemnification provided for in paragraph (a) or paragraph (b) of this
Section 5 is unavailable to an Indemnified Party or insufficient in respect of any losses,
claims, damages or liabilities, then each Indemnifying Party under such paragraph, in lieu
of indemnifying such Indemnified Party thereunder, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such losses, claims, damages or liabilities
in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party
or parties on the one hand and of the Indemnified Party



18









 







or parties on the other hand in connection with the statements or omissions that
resulted in such losses, claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative fault of the Company and the Holders will be
determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by the Holders and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Holders’ respective obligations to contribute pursuant to this
Section 5(d) are several in proportion to the respective principal amount of Transfer
Restricted Securities of the applicable Holder that were registered pursuant to a
Registration Statement.




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




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



     6. Miscellaneous.




     (a) No Inconsistent Agreements. The Company has not entered into, and on or after the
date of this Agreement will not enter into, any agreement which is inconsistent with the
rights granted to the Holders of Transfer Restricted Securities in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder
do not in any way conflict with and are not inconsistent with the



19









 







rights granted to the holders of the Company’s other issued and outstanding securities
under any such agreements.




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




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




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




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




     (d) Successors and Assigns. This Agreement shall inure to the benefit of, and be
binding upon, the successors, assigns and transferees of each of the parties, including,
without limitation and without the need for an express assignment, subsequent Holders of
Transfer Restricted Securities; provided that nothing herein shall be deemed to permit any
assignment, transfer or other disposition of Transfer Restricted Securities in violation of
the terms of the Securities and the Purchase Agreement. Without limiting the foregoing, if
the Company directly or indirectly consolidates with or merges with or into, or sells,
assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its
assets and properties and the assets and properties of its subsidiaries (taken as a whole)
in one or more related transactions to another person, the person formed by or surviving any
such consolidation or merger (if other than the Company) or the person to which such sale,
assignment, transfer, lease, conveyance or other disposition has been made shall expressly
assume all of the Company’s obligations of this Agreement. If any transferee of any Holder
acquires



20









 







Transfer Restricted Securities, in any manner, whether by operation of law or
otherwise, such Transfer Restricted Securities shall be held subject to all of the terms of
this Agreement, and by taking and holding such Transfer Restricted Securities such Person
shall be conclusively deemed to have agreed to be bound by and to perform all of the terms
and provisions of this Agreement and such Person shall be entitled to receive the benefits
hereof. The Initial Purchasers shall have no liability or obligation to the Company with
respect to any failure by a Holder to comply with, or any breach by any other Holder of, any
of the obligations of such Holder under this Agreement.




     (e) Purchases and Sales of Securities. The Company shall not, and shall not permit any
of its affiliates (as defined in Rule 405 under the 1933 Act) to, resell any of the
Securities that have been acquired by any of them, except for Securities purchased by the
Company or any of its affiliates and resold in a transaction registered under the Securities
Act.




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




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




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




     (i) Governing Law. This Agreement shall be governed by the laws of the State of New
York.




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



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




21









 








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



	 	 	 	 	 
	 	NORTHWEST PIPELINE CORPORATION

 	 
	 	By:  	      /s/ Richard D. Rodekohr
 	 
	 	 	Name:  	Richard D. Rodekohr 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



Confirmed and accepted as of

the date first above written:




	 	 	 	 	 
	GREENWICH CAPITAL MARKETS, INC.
BANC OF AMERICA SECURITIES LLC	 	 
	on behalf of themselves and as
representatives of the several Initial
Purchasers listed on Schedule I hereto	 	 
	 
	 	 	 	 
	By:

	 	GREENWICH CAPITAL MARKETS, INC.	 	 
	 
	 	 	 	 
	 

	 	/s/ Okwudiri Onyedum	 	 
	 

	 	 

Name: Okwudiri Onyedum
	 	 
	 

	 	Title: Vice President	 	 
	 
	 	 	 	 
	By:

	 	BANC OF AMERICA SECURITIES LLC	 	 
	 
	 	 	 	 
	 

	 	/s/ Lex Maultsby	 	 
	 

	 	 

Name: Lex Maultsby
	 	 
	 

	 	Title: Managing Director	 	 






 









 






SCHEDULE I




Initial Purchasers:




Greenwich Capital Markets, Inc.




Banc of America Securities LLC




Barclays Capital Inc.




BOSC, Inc.




WestLB AG