Exhibit 10.A


    EXHIBIT
      10.A

    

      


      


      


      


      REGISTRATION
        RIGHTS
        AGREEMENT

      


      


      


      


      dated
        as
        of

      


      April
        4,
        2007

      


      


      


      


      among

      


      


      


      EL
        PASO NATURAL GAS
        COMPANY

      


      


      


      and

      


      


      


      DEUTSCHE
        BANK
        SECURITIES INC.

      CITIGROUP
        GLOBAL
        MARKETS INC.

       

      


       

      


       

      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      REGISTRATION
        RIGHTS AGREEMENT

       

      THIS
        REGISTRATION
        RIGHTS AGREEMENT (the “Agreement”)
        is made and
        entered into as of April 4, 2007, by and among El Paso Natural Gas Company
        (the
“Company”),
        a corporation
        duly organized and existing under the laws of the State of Delaware, and
        Deutsche Bank Securities Inc. and Citigroup Global Markets Inc., as
        representatives (the “Representatives”)
        of the several
        initial purchasers listed on Schedule I hereto (the “Initial
        Purchasers”).

       

      This
        Agreement is
        made pursuant to the Purchase Agreement dated March 29, 2007, by and among
        the
        Company and the Initial Purchasers (the “Purchase
        Agreement”),
        which provides
        for the sale by the Company to the Initial Purchasers of $355,000,000 principal
        amount of its 5.95% Senior Notes due 2017 (the “Securities”).
        The Securities
        are to be issued under an indenture, dated as of November 13, 1996 (the
“Base
        Indenture”),
        as supplemented
        and amended by (i) the First Supplemental Indenture thereto dated as of June
        10,
        2002 (the “First Supplemental Indenture”) and (ii) the Second Supplemental
        Indenture thereto dated as of the Closing Date (as defined herein) (the
“Second
        Supplemental Indenture”)
        between the
        Company and Wilmington Trust Company (as successor in interest to JPMorgan
        Chase
        Bank (formerly known as The Chase Manhattan Bank)), as Trustee. The Base
        Indenture, as supplemented by the First Supplemental Indenture and the Second
        Supplemental Indenture, is referred to herein as the “Indenture.”

       

      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 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.

       

      “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.

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Free
        Writing
        Prospectus” means each free writing prospectus (as defined in Rule 405 under the
        1933 Act) prepared by or on behalf of the Company or used or referred to
        by the
        Company in connection with the sale of the Securities or Exchange
        Securities.

       

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

       

      “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.

       

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

       

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

       

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

       

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

       

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

       

      “Prospectus”
shall
        mean the prospectus included in, or, pursuant to the rules and regulations
        of
        the 1933 Act, deemed a part of, a Registration Statement, including any
        preliminary prospectus, and any such prospectus as amended or supplemented
        by
        any prospectus supplement, including a prospectus supplement with respect
        to the
        terms of the offering of any portion of the Registrable Securities covered
        by a
        Shelf Registration Statement, and by all other amendments and supplements
        to
        such prospectus, and in each case including any document incorporated by
        reference therein.

       

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

       

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

       

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

       

      “Registration
        Expenses” shall mean any and all expenses incident to performance of or
        compliance by the Company with this Agreement, including without limitation:
        (i)
        all SEC, stock exchange or National Association of Securities Dealers, Inc.
        registration and filing fees, (ii) all fees and expenses incurred in connection
        with compliance with state securities or blue sky laws (including reasonable
        fees and disbursements of counsel for any underwriters or Holders in connection
        with blue sky qualification of any of the Exchange Securities or Registrable
        Securities), (iii) all expenses of any Person in preparing or assisting in
        preparing, word processing, printing and distributing any Registration
        Statement, any Prospectus, any Free Writing Prospectus and 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 and expenses of counsel
        to the underwriters (other than the fees and expenses set forth in clause
        (ii)
        above) and the Holders and underwriting discounts and commissions and transfer
        taxes, if any, relating to the sale or disposition of Registrable Securities
        by
        a Holder.

       

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

       

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

       

      “SEC”
shall
        mean
        the Securities and Exchange Commission.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      2. Registration
        under the 1933 Act.

       

      (a) To
        the extent not
        prohibited by any applicable law or applicable interpretation of the staff
        of
        the SEC, the Company shall (1) cause to be filed an Exchange Offer Registration
        Statement within 180 days following the Closing Date covering the offer by
        the
        Company to the Holders to exchange all of the Registrable Securities for
        an
        equal aggregate principal amount of Exchange Securities and (2) use its
        reasonable best efforts to cause such Exchange Offer Registration Statement
        to
        become effective within 220 days following the Closing Date. The Company
        shall
        use its reasonable best efforts to have the Exchange Offer Registration
        Statement remain effective until the closing of the Exchange Offer. The Company
        shall commence the Exchange Offer promptly after the Exchange Offer Registration
        Statement has been declared effective by the SEC and use its reasonable best
        efforts to have the Exchange Offer consummated not later than 30 Business
        Days
        after such effective date. The Company shall commence the Exchange Offer
        by
        mailing the related exchange offer Prospectus and accompanying documents
        to each
        Holder stating, in addition to such other disclosures as are required by
        applicable law:

       

      (i) that
        the Exchange
        Offer is being made pursuant to this Agreement and that all Registrable
        Securities validly tendered and not properly withdrawn will be accepted for
        exchange;

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      (b) If
        (i) the Company
        determines that the Exchange Offer Registration provided for in Section 2(a)
        above is not available or may not be consummated as soon as practicable after
        the last Exchange Date because it would violate applicable law or the applicable
        interpretations of the staff of the SEC, (ii) the Exchange Offer is not for
        any
        other reason consummated within 270 days following the Closing Date or (iii)
        in
        the written opinion of counsel for the Holders a Shelf Registration Statement
        must be filed and a Prospectus must be delivered by any Holder in connection
        with any reoffering or resale of Registrable Securities, the Company shall
        (x)
        file with the SEC within 75 days following such determination, date or notice
        of
        such opinion of counsel is given to the Company a Shelf Registration Statement
        providing for the resale by the Holders (other than those who fail to comply
        with the paragraph immediately following clause (q) of Section 3) of all
        of
        their Registrable Securities and (y) use its reasonable best efforts to cause
        such Shelf Registration Statement to become effective within 60 days of the
        filing of such Shelf Registration Statement. If the Company is required to
        file
        a Shelf Registration Statement solely as a result of the matters referred
        to in
        clause (iii) of the preceding sentence, the Company shall use its reasonable
        best efforts to file and have declared effective by the SEC both an Exchange
        Offer Registration Statement pursuant to Section 2(a) with respect to all
        Registrable Securities and a Shelf Registration Statement (which may be a
        combined Registration Statement with the Exchange Offer Registration Statement)
        with respect to reoffers and resales of Registrable Securities held by the
        Holders who must deliver the related Prospectus. The Company agrees to use
        its
        reasonable best efforts to keep the Shelf Registration Statement continuously
        effective until the expiration of the period referred to in Rule 144(k) of
        the
        1933 Act with respect to the Registrable Securities or such shorter period
        that
        will terminate when all of the Registrable Securities covered by the Shelf
        Registration Statement have been sold pursuant to the Shelf Registration
        Statement or cease to be Registrable Securities within the meaning of this
        Agreement. The Company further agrees to supplement or amend the Shelf
        Registration Statement, the related Prospectus and any Free Writing Prospectus
        if required by the rules, regulations or instructions applicable to the
        registration form used by the Company for such Shelf Registration Statement
        or
        by the 1933 Act or by any other rules and regulations thereunder for shelf
        registration or if reasonably requested by a Holder with respect to information
        relating to such Holder, and to use its reasonable best efforts to cause
        any
        such amendment to become effective and such Shelf Registration Statement,
        Prospectus or Free Writing Prospectus, as the case may be, to become usable
        as
        soon as thereafter practicable. The Company agrees to furnish to the Holders
        of
        Registrable Securities copies of any such supplement or amendment promptly
        after
        its being used or filed with the SEC.

       

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

       

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

       

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

       

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

       

      (ii) the
        Exchange Offer
        Registration Statement is not declared effective on or prior to the 220th
        day
        following the Closing Date,

       

      (iii) the
        Exchange Offer
        is not completed on or prior to the 270th day following the Closing Date,
        or

       

      (iv) the
        Shelf
        Registration Statement is required to be filed but is not filed or declared
        effective within the time period set forth herein or is declared effective
        but
        thereafter ceases to be effective or usable prior to the expiration of the
        period referred to in Rule 144(k) with respect to the Registrable Securities
        other than after the Registrable Securities have been disposed of under the
        Shelf Registration Statement or cease to be Registrable Securities, without
        being succeeded within two Business Days by a post-effective amendment which
        cures the failure and that is itself immediately declared effective,(each
        such
        event referred to in clauses (i) through (iv) a “Registration Default”),
        additional interest (“Additional Interest”) will accrue on the affected
        Registrable Securities and the affected Exchange Securities, as applicable.
        The
        rate of Additional Interest will be 0.25% per annum of the principal amount
        of
        Registrable Securities held by such Holder for the first 90-day period
        immediately following the occurrence of a Registration Default, increasing
        by
        0.25% per annum with respect to each subsequent 90-day period, up to a maximum
        of 1.00% per annum, from and including the date on which any such Registration
        Default shall occur to, but excluding, the earlier of (1) the date on which
        all
        Registration Defaults have been cured or (2) the date on which all the
        Registrable Securities and Exchange Securities otherwise become freely
        transferable by Holders other than affiliates of the Company without further
        registration under the 1933 Act.

       

      Notwithstanding
        the
        foregoing, (1) the amount of Additional Interest payable shall not increase
        because more than one Registration Default has occurred and is pending and
        (2) a
        Holder of Registrable Securities or Exchange Securities who is not entitled
        to
        the benefits of the Shelf Registration Statement because such Holder has
        not
        provided the information called for hereby for inclusion in the Shelf
        Registration Statement 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
        Registrable Securities in cash semi-annually on the interest payment dates
        specified in the Indenture (to the holders of record as specified in the
        Indenture), commencing with the first such interest payment date occurring
        after
        any such Additional Interest commence 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 Initial Purchasers and 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 Initial Purchasers and the Holders for which there is no adequate
        remedy at law, that it will not be possible to measure damages for such injuries
        precisely and that, in the event of any such failure, the Initial Purchasers
        or
        any Holder may obtain such relief as may be required to specifically enforce
        the
        Company’s obligations under Section 2(a) and Section 2(b) hereof.

       

      3. Registration
        Procedures.

       

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

       

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

       

      (b) prepare
        and file
        with the SEC such amendments and post-effective amendments to each Registration
        Statement as may be necessary to keep such Registration Statement effective
        for
        the applicable period in accordance with Section 2 hereof and cause each
        Prospectus to be supplemented by any required prospectus supplement and,
        as so
        supplemented, to be filed pursuant to Rule 424 under the 1933 Act; and keep
        each
        Prospectus current during the period described under Section 4(3) and Rule
        174
        under the 1933 Act that is applicable to transactions by brokers or dealers
        with
        respect to the Registrable Securities or Exchange Securities;

       

      (c) to
        the extent any
        Free Writing Prospectus is used, file with the SEC any Free Writing Prospectus
        that is required to be filed by the Company with the SEC in accordance with
        the
        1933 Act and to retain any Free Writing Prospectus not required to be
        filed;

       

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

       

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

       

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

       

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

       

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

       

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

       

      (j) in
        the case of a
        Shelf Registration, upon the occurrence of any event contemplated by Section
        3(f)(v) hereof, use its reasonable best efforts to prepare and file with
        the SEC
        a supplement or post-effective amendment to a Registration Statement or the
        related Prospectus, any Free Writing Prospectus or any document incorporated
        therein by reference or file any other required document so that, as thereafter
        delivered to the purchasers of the Registrable Securities, such Prospectus
        or
        Free Writing Prospectus, as the case may be, 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 of Registrable
        Securities to suspend use of the Prospectus or any Free Writing Prospectus
        as
        promptly as practicable after the occurrence of such an event, and the Holders
        hereby agree to suspend use of the Prospectus or any Free Writing Prospectus
        until the Company has amended or supplemented the Prospectus or any Free
        Writing
        Prospectus to correct such misstatement or omission and has furnished copies
        of
        the amended or supplemented Prospectus or Free Writing Prospectus to the
        Holders
        or until the Company notifies the Holders that the sale of the Registrable
        Securities may be resumed;

       

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

       

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

       

      (m) if
        not already
        qualified under the Trust Indenture Act of 1939, as amended (the “TIA”),
        cause the
        Indenture to be so qualified in connection with the registration of the Exchange
        Securities or Registrable Securities, as the case may be, and cooperate with
        the
        Trustee and the Holders to effect such changes to the Indenture as may be
        required for the Indenture to be so qualified in accordance with the terms
        of
        the TIA and execute, and use commercially reasonable best efforts to cause
        the
        Trustee to execute, all documents as may be required to effect such changes
        and
        all other forms and documents required to be filed with the SEC to enable
        the
        Indenture to be so qualified in a timely manner;

       

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

       

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

       

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

       

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

       

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

       

      In
        connection with an Exchange Offer Registration, each Holder exchanging
        Securities for Exchange Securities shall be required to represent that (i)
        neither the Holder nor any such other Person is an “affiliate” of the Company
        within the meaning of Rule 405 under the 1933 Act or, if such Person is an
        “affiliate,” that such Holder will comply with the registration and prospectus
        delivery requirements of the 1933 Act to the extent applicable, (ii) at the
        time
        of the Exchange Offer, neither such Holder nor any such other Person has
        an
        arrangement or understanding with any Person to participate in the distribution
        of Securities or Exchange Securities, (iii) 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, and (iv) 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.

       

      In
        the case of a Shelf Registration Statement, each Holder agrees that, upon
        receipt of any notice from the Company of the happening of any event of the
        kind
        described in Section 3(f)(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
        and any Free Writing Prospectus contemplated by Section 3(j) 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 and any Free Writing Prospectus
        covering such Registrable Securities that is current at the time of receipt
        of
        such notice.

       

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

       

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

       

      4. Participation
        of
        Broker-Dealers in Exchange Offer.

       

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

       

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

       

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

       

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

       

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

       

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

       

      5. Indemnification
        and Contribution.

       

      (a) The
        Company agrees
        to indemnify and hold harmless the Initial Purchasers, each Holder and each
        Person, if any, who controls the Initial Purchasers or any Holder within
        the
        meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act,
        or
        is under common control with, or is controlled by, the Initial Purchasers
        or any
        Holder (each, a “Participant”),
        from and
        against all losses, claims, damages and liabilities (including, without
        limitation, any legal fees or other expenses reasonably incurred by a
        Participant in connection with defending or investigating any such action
        or
        claim) caused by any untrue statement or alleged untrue statement of a material
        fact contained in any Registration Statement (or any amendment thereto) pursuant
        to which Exchange Securities or Registrable Securities were registered under
        the
        1933 Act, including all documents incorporated therein by reference, or caused
        by any omission or alleged omission to state therein a material fact required
        to
        be stated therein or necessary to make the statements therein not misleading,
        or
        caused by any untrue statement or alleged untrue statement of a material
        fact
        contained in any Prospectus, any Free Writing Prospectus or any “issuer
        information” (“Issuer
        Information”)
        filed or
        required to be filed pursuant to Rule 433(d) under the 1933 Act, or caused
        by
        any omission or alleged omission to state therein a material fact necessary
        to
        make the statements therein in light of the circumstances under which they
        were
        made not misleading, except insofar as such losses, claims, damages or
        liabilities are caused by any such untrue statement or omission or alleged
        untrue statement or omission based upon and in conformity with information
        relating to the Initial Purchasers or any Holder furnished to the Company
        in
        writing by the Initial Purchasers or any selling Holder expressly for use
        therein. 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)
        and any Free Writing Prospectus.

       

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

       

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

       

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

       

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

       

      6. Miscellaneous.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



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

       

      
        	
                EL
                  PASO
                  NATURAL GAS COMPANY

                 

              
	
                By:

              	/s/
                John J.
                Hopper
	
                 
                  Name: John
                  J.
                  Hopper

              
	
                 
                  Title: Vice
                  President and Treasurer

              


      

      


      


      Confirmed
        and
        accepted as of the

      date
        first above
        written:

       

      


      
        	
                Deutsche
                  Bank
                  Securities Inc.

                Citigroup
                  Global Markets Inc. 

                 

                 

              
	
                By:

              	
                Deutsche
                  Bank
                  Securities Inc.

              
	 	 
	 	 
	
                By:

              	/s/
                Nigel W.
                H. Cree
	
                 
                  Name:  Nigel W. H. Cree

              
	
                 
                  Title:    Managing Director/Debt
                  Syndicate

              


      

       

      
        	
                By:

              	/s/
                Matthew
                J. Siracuse
	
                 
                  Name:  Matthew J. Siracuse

              
	
                 
                  Title:    Director/Debt
                  Syndicate

              


      

       

       

      
        	
                By:

              	
                Citigroup
                  Global Markets Inc.

              
	 	 
	 	 
	
                By:

              	/s/
                Michael
                Zicari
	
                 
                  Name:  Michel Zicari

              
	
                 
                  Title:    Managing
                  Director

              




      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      SCHEDULE
        I

       

      Initial
        Purchasers

       

      Deutsche
        Bank
        Securities Inc. 

      Citigroup
        Global
        Markets Inc. 

      ABN
        AMRO
        Incorporated

      Goldman,
        Sachs
& Co. 

      Greenwich
        Capital
        Markets, Inc. 

      J.P.
        Morgan
        Securities Inc. 

      SG
        Americas Securities, LLC