EL PASO NATURAL GAS CO
REGISTRATION RIGHTS AGREEMENT DATED JULY 21, 2003
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>5
<FILENAME>h07581exv10w1.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT DATED JULY 21, 2003
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1


                          REGISTRATION RIGHTS AGREEMENT


                                   DATED AS OF


                                  JULY 21, 2003


                                      AMONG


                           EL PASO NATURAL GAS COMPANY


                                       AND


                          CITIGROUP GLOBAL MARKETS INC.
                         CREDIT SUISSE FIRST BOSTON LLC
                         BANC OF AMERICA SECURITIES LLC
                       TOKYO-MITSUBISHI INTERNATIONAL PLC
                                       AND
                         SG COWEN SECURITIES CORPORATION


<PAGE>
                          REGISTRATION RIGHTS AGREEMENT


         THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made and
entered into as of July 21, 2003, 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 the several initial purchasers listed on Schedule I
hereto (the "INITIAL PURCHASERS").

         This Agreement is made pursuant to the Purchase Agreement dated July
16, 2003, 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 7 5/8% Senior Notes due 2010
(the "SECURITIES"). The Securities are to be issued pursuant to the provisions
of an Indenture dated as of July 21, 2003 (as amended, supplemented or otherwise
modified from time to time, the "INDENTURE") by and among the Company and
Wilmington Trust Company, as trustee (the "TRUSTEE").

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

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

         1.       Definitions.

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

         "1933 ACT" shall mean the Securities Act of 1933, as amended from time
to time.

         "1934 ACT" shall mean the Securities Exchange Act of 1934, as amended
from time to time.

         "AGREEMENT" shall have the meaning set forth in the preamble.

         "BUSINESS DAY" shall have the meaning set forth in Rule 13e-4(a)(3)
under the 1934 Act.

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

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

         "EXCHANGE DATES" shall have the meaning set forth in Section 2(a)(ii).

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


<PAGE>

         "EXCHANGE OFFER REGISTRATION" shall mean a registration under the 1933
Act effected pursuant to Section 2(a) hereof.

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

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

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

         "INDEMNIFIED PARTY" shall have the meaning set forth in Section 5(c).

         "INDEMNIFYING PARTY" shall have the meaning set forth in Section 5(c).

         "INDENTURE" shall have the meaning set forth in the preamble.

         "INITIAL PURCHASERS" shall have the meaning set forth in the preamble.

         "LIQUIDATED DAMAGES" shall have the meaning set forth in Section 2(e).

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

         "PARTICIPANT" shall have the meaning set forth in Section 5(a).

         "PARTICIPATING BROKER-DEALER" shall have the meaning set forth in
Section 4(a) hereof.


                                      -2-
<PAGE>

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

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

         "PURCHASE AGREEMENT" shall have the meaning set forth in the preamble.

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

         "REGISTRATION DEFAULT" shall have the meaning set forth in Section
2(e).

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

         "REGISTRATION STATEMENT" shall mean any registration statement of the
Company that covers any of the Exchange Securities or the Registrable Securities
pursuant to the provisions of


                                      -3-
<PAGE>

this Agreement and all amendments and supplements to any such Registration
Statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

         "SEC" shall mean the Securities and Exchange Commission.

         "SECURITIES" shall have the meaning set forth in the preamble.

         "SHELF REGISTRATION" shall mean a registration effected pursuant to
Section 2(b) hereof.

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

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

         "TRUSTEE" shall have the meaning set forth in the preamble.

         "UNDERWRITER" shall have the meaning set forth in Section 3 hereof.

         "UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING" shall mean a
registration in which Registrable Securities are sold to an Underwriter for
reoffering to the public.

         2.       Registration under the 1933 Act.

         (a) To the extent not prohibited by any applicable law or applicable
interpretation of the staff of the SEC, the Company shall (1) cause to be filed
an Exchange Offer Registration Statement within 90 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 210 days following the Closing
Date. The Company shall use its reasonable best efforts to have the Exchange
Offer Registration Statement remain effective until the closing of the Exchange
Offer. The Company shall commence the Exchange Offer promptly after the Exchange
Offer Registration Statement has been declared effective by the SEC and use its
reasonable best efforts to have the Exchange Offer consummated not later than 30
Business Days after such effective date. The Company shall commence the Exchange
Offer by mailing the related exchange offer Prospectus and accompanying
documents to each Holder stating, in addition to such other disclosures as are
required by applicable law:

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


                                      -4-
<PAGE>

                  (ii) the dates of acceptance for exchange (which shall be a
         period of at least 20 Business Days from the date such notice is
         mailed) (the "EXCHANGE DATES");

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

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

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

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

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

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

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

         If, during the period the Exchange Offer Registration Statement is
effective, an event occurs which makes any statement made in such Exchange Offer
Registration Statement or the related Prospectus untrue in any material respect
or which requires the making of any changes in such Exchange Offer Registration
Statement in order to make the statements therein not misleading or in such
Prospectus in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, the Company shall use
its reasonable best efforts to prepare and file with the SEC a supplement or
post-effective amendment to the Exchange Offer Registration Statement or the
related Prospectus or any document incorporated therein by reference or file any
other required document so that, as thereafter delivered to the


                                      -5-
<PAGE>

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 260 days
following the Closing Date or (iii) in the written opinion of counsel for the
Holders a Shelf Registration Statement must be filed and a Prospectus must be
delivered by any Holder in connection with any reoffering or resale of
Registrable Securities, the Company shall (x) file with the SEC within 75 days
following such determination, date or notice of such opinion of counsel is given
to the Company a Shelf Registration Statement providing for the resale by the
Holders (other than those who fail to comply with the paragraph immediately
following clause (p) of Section 3) of all of their Registrable Securities and
(y) use its reasonable best efforts to cause such Shelf Registration Statement
to become effective within 60 days of the filing of such Shelf Registration
Statement. If the Company is required to file a Shelf Registration Statement
solely as a result of the matters referred to in clause (iii) of the preceding
sentence, the Company shall use its reasonable best efforts to file and have
declared effective by the SEC both an Exchange Offer Registration Statement
pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf
Registration Statement (which may be a combined Registration Statement with the
Exchange Offer Registration Statement) with respect to reoffers and resales of
Registrable Securities held by the Holders who must deliver the related
Prospectus. The Company agrees to use its reasonable best efforts to keep the
Shelf Registration Statement continuously effective until the expiration of the
period referred to in Rule 144(k) of the 1933 Act with respect to the
Registrable Securities or such shorter period that will terminate when all of
the Registrable Securities covered by the Shelf Registration Statement have been
sold pursuant to the Shelf Registration Statement or cease to be Registrable
Securities within the meaning of this Agreement. The Company further agrees to
supplement or amend the Shelf Registration Statement if required by the rules,
regulations or instructions applicable to the registration form used by the
Company for such Shelf Registration Statement or by the 1933 Act or by any other
rules and regulations thereunder for shelf registration or if reasonably
requested by a Holder with respect to information relating to such Holder, and
to use its reasonable best efforts to cause any such amendment to become
effective and such Shelf Registration Statement to become usable as soon as
thereafter practicable. The Company agrees to furnish to the Holders of
Registrable Securities copies of any such supplement or amendment promptly after
its being used or filed with the SEC.

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


                                      -6-
<PAGE>
         (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 90th day following the Closing Date,

                  (ii) the Exchange Offer Registration Statement is not declared
         effective on or prior to the 210th day following the Closing Date,

                  (iii) the Exchange Offer is not completed on or prior to the
         260th day following the Closing Date, or

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

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


                                      -7-
<PAGE>
         including information) shall not be entitled to Liquidated Damages with
         respect to a Registration Default that pertains to the Shelf
         Registration Statement.

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

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

         3.       Registration Procedures.

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

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

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

                  (c) in the case of a Shelf Registration, furnish to each
         Holder of Registrable Securities, to counsel for the Initial Purchasers
         and to counsel for the Holders and to each


                                      -8-
<PAGE>

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

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

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


                                      -9-
<PAGE>

         determination by the Company that a post-effective amendment to a
         Registration Statement would be appropriate;

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

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

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

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

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


                                      -10-
<PAGE>
         the Initial Purchasers and their counsel (and, in the case of a Shelf
         Registration Statement, the Holders or their counsel) shall not have
         previously been advised and furnished a copy or to which the Initial
         Purchasers or their counsel (and, in the case of a Shelf Registration
         Statement, the Holders or their counsel) shall reasonably object;

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

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

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

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

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

                  (p) in the case of a Shelf Registration, enter into such
         customary agreements and take all such other actions in connection
         therewith (including those reasonably requested by the Holders of a
         majority of the Registrable Securities being sold thereunder) in order
         to expedite or facilitate the disposition of such Registrable
         Securities thereunder including, but not limited to, pursuant to an
         Underwritten Offering and in such


                                      -11-
<PAGE>
         connection, (i) to the extent possible, make such representations and
         warranties to the Holders and any Underwriters of such Registrable
         Securities with respect to the business of the Company and its
         subsidiaries, the Registration Statement, Prospectus and documents
         incorporated by reference or deemed incorporated by reference, if any,
         in each case, in form, substance and scope as are customarily made by
         issuers to underwriters in underwritten offerings and confirm the same
         if and when requested, (ii) obtain opinions of counsel to the Company
         (which counsel and opinions, in form, scope and substance, shall be
         reasonably satisfactory to the Holders of a majority in principal
         amount of the Registrable Securities being sold under such Shelf
         Registration Statement, such Underwriters and their respective counsel)
         addressed to each selling Holder and Underwriter of Registrable
         Securities, covering the matters customarily covered in opinions
         requested in underwritten offerings, (iii) obtain "cold comfort"
         letters from the independent certified public accountants of the
         Company (and, if necessary, any other certified public accountant of
         any subsidiary of the Company, or of any business acquired by the
         Company for which financial statements and financial data are or are
         required to be included in the Registration Statement) addressed to
         each selling Holder and Underwriter of Registrable Securities, such
         letters to be in customary form and covering matters of the type
         customarily covered in "cold comfort" letters in connection with
         underwritten offerings, and (iv) deliver such documents and
         certificates as may be reasonably requested by the Holders of a
         majority in principal amount of the Registrable Securities being sold
         under such Shelf Registration Statement or by the Underwriters, and
         which are customarily delivered in underwritten offerings, to evidence
         the continued validity of the representations and warranties of the
         Company made pursuant to clause (i) above and to evidence compliance
         with any customary conditions contained in an underwriting agreement.

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

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


                                      -12-
<PAGE>

         son is an "affiliate," that such Holder will comply with the
         registration and prospectus delivery requirements of the 1933 Act to
         the extent applicable.

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

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

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

         4.       Participation of Broker-Dealers in Exchange Offer.

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

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


                                      -13-
<PAGE>
         (b) In light of the above, notwithstanding the other provisions of this
Agreement, the Company agrees that the provisions of this Agreement as they
relate to a Shelf Registration shall also apply to an Exchange Offer
Registration to the extent, and with such reasonable modifications thereto as
may be, reasonably requested by the Initial Purchasers or by one or more
Participating Broker-Dealers, in each case as provided in clause (ii) below, in
order to expedite or facilitate the disposition of any Exchange Securities by
Participating Broker-Dealers consistent with the positions of the Staff recited
in Section 4(a) above; provided that:

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

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

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

         5.       Indemnification and Contribution.

         (a) The Company agrees to indemnify and hold harmless the Initial
Purchasers, each Holder and each Person, if any, who controls the Initial
Purchasers or any Holder within the meaning of either Section 15 of the 1933 Act
or Section 20 of the 1934 Act, or is under common control with, or is controlled
by, the Initial Purchasers or any Holder (each, a "PARTICIPANT"), from and
against all losses, claims, damages and liabilities (including, without
limitation, any legal fees or other expenses reasonably incurred by a
Participant in connection with defending or investigating any such action or
claim) caused by any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement (or any amendment thereto)


                                      -14-
<PAGE>
pursuant to which Exchange Securities or Registrable Securities were registered
under the 1933 Act, including all documents incorporated therein by reference,
or caused by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or caused by any untrue statement or alleged untrue statement of a
material fact contained in any Prospectus (as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto) forming a
part of such Registration Statement, or caused by any omission or alleged
omission to state therein a material fact necessary to make the statements
therein in light of the circumstances under which they were made not misleading,
except insofar as such losses, claims, damages or liabilities are caused by any
such untrue statement or omission or alleged untrue statement or omission based
upon and in conformity with information relating to the Initial Purchasers or
any Holder furnished to the Company in writing by the Initial Purchasers or any
selling Holder expressly for use therein; provided that the foregoing indemnity
with respect to any Prospectus shall not inure to the benefit of any Holder from
whom the Person asserting any such losses, claims, damages or liabilities
purchased Securities, or any Person controlling such Holder, if a copy of the
final Prospectus (as then amended or supplemented if the Company shall have
furnished any amendments or supplements thereto) was not sent by, or delivered
on behalf of, such Holder to such Person at or prior to the written confirmation
of the sale of the Securities to such Person, if the final Prospectus (as so
amended or supplemented) would have cured the defect giving rise to such loss,
claim, damage or liability. In connection with any Underwritten Offering
permitted by Section 3, the Company will also enter into an underwriting
agreement pursuant to which the Company will agree to indemnify the
Underwriters, if any, selling brokers, dealers and similar securities industry
professionals participating in such Underwritten Offering, their officers and
directors and each Person who controls such Persons (within the meaning of
either Section 15 of the 1933 Act or Section 20 of the 1934 Act) to the same
extent as provided above with respect to the indemnification of the Holders, if
requested in connection with any Registration Statement for such Underwritten
Offering.

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

         (c) In case any proceeding (including any governmental investigation)
shall be instituted involving any Person in respect of which indemnity may be
sought pursuant to either paragraph (a) or paragraph (b) above, such Person (the
"INDEMNIFIED PARTY") shall promptly notify the Person against whom such
indemnity may be sought (the "INDEMNIFYING PARTY") in writing, but the failure
to so promptly notify the Indemnifying Party shall not negate the obligation to
so indemnify such Indemnified Party unless the Indemnifying Party is materially
prejudiced by such delay, and the Indemnifying Party, upon request of the
Indemnified Party, shall retain counsel reasonably satisfactory to the
Indemnified Party to represent the Indemnified Party and any others the
Indemnifying Party may designate in such proceeding and shall pay the fees and
expenses


                                      -15-
<PAGE>

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

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


                                      -16-
<PAGE>

         (e) The Company and each Holder agree that it would not be just or
equitable if contribution pursuant to this 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.

         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


                                      -17-
<PAGE>

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.


                                      -18-
<PAGE>

         (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.


                                      -19-
<PAGE>
         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


                                          EL PASO NATURAL GAS COMPANY




                                          By:   /s/ GREG G. GRUBER
                                              ---------------------------------
                                               Greg G. Gruber
                                               Senior Vice President, Chief
                                               Financial Officer and Treasurer



Confirmed and accepted as of the date first above written:

CITIGROUP GLOBAL MARKETS INC.
CREDIT SUISSE FIRST BOSTON LLC
BANC OF AMERICA SECURITIES LLC
TOKYO-MITSUBISHI INTERNATIONAL PLC
SG COWEN SECURITIES CORPORATION


By:  CITIGROUP GLOBAL MARKETS INC.,
on behalf of itself and the other several Initial Purchasers



By:    /s/ SEAN DOLAN
      -----------------------------------
      Name:  Sean Dolan
      Title: Vice President


                                      -20-
<PAGE>

                                   SCHEDULE I


Initial Purchasers

Citigroup Global Markets Inc.
Credit Suisse First Boston LLC
Banc of America Securities LLC
Tokyo-Mitsubishi International plc
SG Cowen Securities Corporation


                                      -21-

</TEXT>
</DOCUMENT>
