exv4w10



 



Exhibit 4.10



XCEL ENERGY INC.


3.40% Senior Notes, Series A due 2008


REGISTRATION RIGHTS AGREEMENT


New York, New York

June 24, 2003



Credit Suisse First Boston LLC

Eleven Madison Avenue

New York, New York 10010


McDonald Investments Inc.

800 Superior Avenue

Cleveland, Ohio 44114


UBS Securities LLC

677 Washington Boulevard

Stamford, Connecticut 06901


As Representatives of the Initial Purchasers


Ladies and Gentlemen:


     Xcel Energy Inc., a corporation organized under the laws of the State of
Minnesota (the “Company”), proposes to issue and sell to certain purchasers
(the “Initial Purchasers”) the Company’s 3.40% Senior Notes, Series A due 2008
(the “Securities”), upon the terms set forth in a purchase agreement dated as
of June 19, 2003 (the “Purchase Agreement”), relating to the initial placement
of the Securities (the “Initial Placement”). To induce the Initial Purchasers
to enter into the Purchase Agreement and to satisfy a condition of your
obligations thereunder, the Company agrees with you for your benefit and the
benefit of the holders from time to time of the Securities (including the
Initial Purchasers) (each a “Holder” and, together, the “Holders”), as follows:


     1.     Definitions. Each of the capitalized terms used herein without
definition shall have the meaning set forth in the Purchase Agreement. As used
in this Agreement, the following capitalized defined terms shall have the
following meanings:


          “Act” shall mean the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.


 






 


          “Affiliate” of any specified Person shall mean any other Person that,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such specified Person. For purposes of this definition, control
of a Person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies
of such Person whether by contract or otherwise; and the terms “controlling”
and “controlled” shall have meanings correlative to the foregoing.


          “Broker-Dealer” shall mean any broker or dealer registered as such under
the Exchange Act.


          “Business Day” shall mean any day other than a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City.


          “Commission” shall mean the Securities and Exchange Commission.


          “Consummation Deadline” shall have the meaning set forth in Section 2(a)
hereof.


          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder.


          “Exchange Offer Registration Period” shall mean the 210-day period
following the consummation of the Registered Exchange Offer, exclusive of any
period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.



          “Exchange Offer Registration Statement” shall mean a registration
statement of the Company on an appropriate form under the Act with respect to
the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments thereto, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.


          “Exchanging Dealer” shall mean any Holder (which may include any Initial
Purchaser) that is a Broker-Dealer and elects to exchange any Securities that
it acquired for its own account as a result of market-making activities or
other trading activities (but not directly from the Company or any Affiliate of
the Company) for New Securities.


          “Filing Deadline” shall have the meaning set forth in the Section 2(a)
hereof.


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


          “Holder” shall have the meaning set forth in the preamble hereto.


          “Indenture” shall mean the Indenture, dated as of December 15, 2000 (the
“Original Indenture”) between the Company and Wells Fargo Bank Minnesota,
National Association, as trustee (the “Trustee”), as heretofore supplemented
including the supplemental indenture creating the Notes, as the same may be further amended and
supplemented from time to time in accordance with the terms thereof.


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


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


          “Liquidated Damages” has the meaning set forth in Section 8(a) hereof.


          “Losses” shall have the meaning set forth in Section 6(d) hereof.


          “Majority Holders” shall mean the Holders of a majority of the aggregate
principal amount of Securities registered under a Registration Statement.


          “Managing Underwriters” shall mean the investment banker or investment
bankers and manager or managers that shall administer an underwritten offering
of the Securities offered pursuant to a Shelf Registration Statement.


          “New Securities” shall mean debt securities of the Company identical in
all material respects to the Securities (except that the interest rate step-up
provisions and the transfer restrictions shall be modified or eliminated, as
appropriate) and to be issued under the Indenture.


          “Prospectus” shall mean the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Securities or the New Securities covered by such
Registration Statement, and all amendments and supplements thereto and all
material incorporated by reference therein.


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


          “Registered Exchange Offer” shall mean the proposed offer of the Company
to issue and deliver to the Holders of the Securities that are not prohibited
by any law or policy of the Commission from participating in such offer, in
exchange for the Securities, a like aggregate principal amount of the New
Securities.


          “Registration Default” has the meaning set forth in Section 8(a) hereof.



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          “Registration Statement” shall mean any Exchange Offer Registration
Statement or Shelf Registration Statement that covers any of the Securities or
the New Securities pursuant to the provisions of this Agreement, any 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.


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


          “Shelf Registration” shall mean a registration effected pursuant to
Section 3 hereof.


          “Shelf Registration Period” has the meaning set forth in Section 3(b)
hereof.


          “Shelf Registration Statement” shall mean a “shelf” registration statement
of the Company pursuant to the provisions of Section 3 hereof which covers some
or all of the Securities or New Securities, as applicable, on an appropriate
form under Rule 415 under the Act, or any similar rule that may be adopted by
the Commission, 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.


     2.     Registered Exchange Offer.


          (a) The Company shall prepare and, not later than 120 days following the
date of the original issuance of the Securities (or if such 120th day is not a
Business Day, the next succeeding Business Day, such day being a “Filing
Deadline”), shall file with the Commission the Exchange Offer Registration
Statement with respect to the Registered Exchange Offer. The Company shall
cause the Exchange Offer Registration Statement to become effective under the
Act within 180 days of the date of the original issuance of the Securities (or
if such 180th day is not a Business Day, the next succeeding Business Day, such
day being an “Effectiveness Deadline”). To the extent not prohibited by any
applicable law or applicable interpretation of the Staff of the Commission, the
Company shall use its best efforts to consummate the Registered Exchange Offer
within 210 days of the date of the original issuance of the Securities (or if
such 210th day is not a Business Day, the next succeeding Business Day, such
day being the “Consummation Deadline”).


          (b) Upon the effectiveness of the Exchange Offer Registration Statement,
the Company shall promptly commence the Registered Exchange Offer, it being the
objective of such Registered Exchange Offer to enable each Holder electing to
exchange Securities for New Securities (assuming that such Holder is not an
Affiliate of the Company, acquires the New Securities in the ordinary course of
such Holder’s business, has no arrangements or understandings with any Person
to participate in the distribution of the New Securities and is not prohibited
by any law or policy of the Commission from participating in the Registered
Exchange Offer) to trade such New Securities from and after their receipt
without any limitations or restrictions under the Act and without material
restrictions under the securities laws of a substantial proportion of the
several states of the United States.


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          (c) In connection with the Registered Exchange Offer, the Company shall:



	 	 	 
	 	 	
(i) mail to each Holder a copy of the Prospectus forming part of
the Exchange Offer Registration Statement, together with an
appropriate letter of transmittal and related documents;
	 	 	 
	 	 	
(ii) keep the Registered Exchange Offer open for not less than 20
Business Days and not more than 30 Business Days after the date
notice thereof is mailed to the Holders (or, in each case, longer
if required by applicable law);
	 	 	 
	 	 	
(iii) use its best efforts to keep the Exchange Offer Registration
Statement continuously effective under the Act, supplemented and
amended as required, under the Act to ensure that it is available
for sales of New Securities by Exchanging Dealers during the
Exchange Offer Registration Period;
	 	 	 
	 	 	
(iv) utilize the services of a depositary for the Registered
Exchange Offer with an address in the Borough of Manhattan, The
City of New York, which may be the Trustee or an Affiliate of the
Trustee;
	 	 	 
	 	 	
(v) permit Holders to withdraw tendered Securities at any time
prior to the close of business, New York time, on the last Business
Day on which the Registered Exchange Offer is open;
	 	 	 
	 	 	
(vi) prior to effectiveness of the Exchange Offer Registration
Statement, provide a supplemental letter to the Commission (A)
stating that the Company is conducting the Registered Exchange
Offer in reliance on the position of the Commission in Exxon
Capital Holdings Corporation (pub. avail. May 13, 1988) and Morgan
Stanley and Co., Inc. (pub. avail. June 5, 1991); and (B) including
a representation that the Company has not entered into any
arrangement or understanding with any Person to distribute the New
Securities to be received in the Registered Exchange Offer and
that, to the best of the Company’s information and belief, each
Holder participating in the Registered Exchange Offer is acquiring
the New Securities in the ordinary course of business and has no
arrangement or understanding with any Person to participate in the
distribution of the New Securities; and
	 	 	 
	 	 	
(vii) comply in all respects with all applicable laws.



          (d)  As soon as practicable after the close of the Registered Exchange
Offer, the Company shall:



	 	 	 
	 	 	
(i) accept for exchange all Securities tendered and not validly
withdrawn pursuant to the Registered Exchange Offer in accordance
with the terms of the Exchange Offer Registration Statement;
	 	 	 
	 	 	
(ii) deliver to the Trustee for cancellation in accordance with
Section 4(s) all Securities so accepted for exchange; and



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(iii) cause the Trustee promptly to authenticate and deliver to
each Holder of Securities a principal amount of New Securities
equal to the principal amount of the Securities of such Holder so
accepted for exchange.



          (e) Each Holder, by its purchase and acceptance of the Securities held by
it, shall be deemed to have acknowledged and agreed that any Broker-Dealer and
any Holder using the Registered Exchange Offer to participate in a distribution
of the New Securities (x) could not under Commission policy as in effect on the
date of this Agreement rely on the position of the Commission in Morgan Stanley
and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation
(pub. avail. May 13, 1988), as interpreted in the Commission’s letter to
Shearman & Sterling dated July 2, 1993, and similar no-action letters; and (y)
must comply with the registration and prospectus delivery requirements of the
Act in connection with any secondary resale transaction and that such a
secondary resale transaction must be covered by an effective registration
statement containing the selling security holder information required by Item
507 or 508, as applicable, of Regulation S-K under the Act if the resales are
of New Securities obtained by such Holder in exchange for Securities acquired
by such Holder directly from the Company or one of its Affiliates.
Accordingly, each Holder participating in the Registered Exchange Offer shall
be required to represent to the Company that, at the time of the consummation
of the Registered Exchange Offer:



	 	 	 
	 	 	
(i) any New Securities received by such Holder will be acquired in
the ordinary course of business;
	 	 	 
	 	 	
(ii) such Holder will have no arrangement or understanding with any
Person to participate in the distribution of the Securities or the
New Securities within the meaning of the Act; and
	 	 	 
	 	 	
(iii) such Holder is not an Affiliate of the Company.



          (f) If any Initial Purchaser determines that it is not eligible to
participate in the Registered Exchange Offer with respect to the exchange of
Securities constituting any portion of an unsold allotment, at the request of
such Initial Purchaser, the Company shall issue and deliver to such Initial
Purchaser or the Person purchasing New Securities registered under a Shelf
Registration Statement as contemplated by Section 3 hereof from such Initial
Purchaser, in exchange for such Securities, a like principal amount of New
Securities. The Company shall use its best efforts to cause the CUSIP Service
Bureau to issue the same CUSIP number for such New Securities as for New
Securities issued pursuant to the Registered Exchange Offer.


     3.     Shelf Registration.


          (a) If (i) due to any change in law or applicable interpretations thereof
by the Commission’s staff, the Company determines upon advice of its outside
counsel that it is not permitted to effect the Registered Exchange Offer as
contemplated by Section 2 hereof; or



	 	 	 
	 	 	
(ii) for any other reason the Registered Exchange Offer is not
consummated within 210 days of the date hereof;



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(iii) any Initial Purchaser so requests with respect to Securities
that are not eligible to be exchanged for New Securities in the
Registered Exchange Offer and that are held by it following
consummation of the Registered Exchange Offer;
	 	 	 
	 	 	
(iv) any Holder (other than an Initial Purchaser) is not eligible
to participate in the Registered Exchange Offer; or
	 	 	 
	 	 	
(v) in the case of any Initial Purchaser that participates in the
Registered Exchange Offer or acquires New Securities pursuant to
Section 2(f) hereof, such Initial Purchaser does not receive freely
tradeable New Securities in exchange for Securities constituting
any portion of an unsold allotment (it being understood that (x)
the requirement that an Initial Purchaser deliver a Prospectus
containing the information required by Item 507 or 508 of
Regulation S-K under the Act in connection with sales of New
Securities acquired in exchange for such Securities shall result in
such New Securities being not “freely tradeable”; and (y) the
requirement that an Exchanging Dealer deliver a Prospectus in
connection with sales of New Securities acquired in the Registered
Exchange Offer in exchange for Securities acquired as a result of
market-making activities or other trading activities shall not
result in such New Securities being not “freely tradeable”),
	 	 	 
	 	 	
the Company shall effect a Shelf Registration Statement in
accordance with subsection (b) below.



          (b) (i) To the extent not prohibited by any applicable law or applicable
interpretation of the Staff of the Commission, the Company shall as promptly as
practicable (but in no event more than 90 days after so required or requested
pursuant to this Section 3, such day being a “Filing Deadline”), file with the
Commission and thereafter shall use its best efforts to cause to be declared
effective under the Act within 180 days after so requested or required pursuant
to this Section 3 (such day being an “Effectiveness Deadline”) a Shelf
Registration Statement relating to the offer and sale of the Securities or the
New Securities, as applicable, by the Holders thereof from time to time in
accordance with the methods of distribution elected by such Holders and set
forth in such Shelf Registration Statement; provided, however, that no Holder
(other than an Initial Purchaser) shall be entitled to have the Securities held
by it covered by such Shelf Registration Statement unless such Holder agrees in
writing to be bound by all of the provisions of this Agreement applicable to
such Holder; and provided further, that with respect to New Securities received
by an Initial Purchaser in exchange for Securities constituting any portion of
an unsold allotment, the Company may, if permitted by current interpretations
by the Commission’s staff, file a post-effective amendment to the Exchange
Offer Registration Statement containing the information required by Item 507 or
508 of Regulation S-K, as applicable, in satisfaction of its obligations under
this subsection with respect thereto, and any such Exchange Offer Registration
Statement, as so amended, shall be referred to herein as, and governed by the
provisions herein applicable to, a Shelf Registration Statement.


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	 	     (ii) The Company shall use its best efforts to keep the Shelf
Registration Statement continuously effective, supplemented and
amended as required by the Act, in order to permit the Prospectus forming part
thereof to be usable by Holders for a period of two years (or such
shorter period as may hereafter be provided in Rule 144(k) under
the Securities Act) from the date of the original issuance of the
Securities or such shorter period that will terminate when all the
Securities or New Securities, as applicable, covered by the Shelf
Registration Statement have been sold pursuant to the Shelf
Registration Statement (in any such case, such period being called
the “Shelf Registration Period”). The Company shall be deemed not
to have used its best efforts to keep the Shelf Registration
Statement effective during the requisite period if it voluntarily
takes any action that would result in Holders of Securities covered
thereby not being able to offer and sell such Securities during
that period, unless (A) such action is required by applicable law,
or (B) such action is taken by the Company in good faith and for
valid business reasons (not including avoidance of the Company’s
obligations hereunder), including the acquisition or divestiture of
assets, so long as the Company promptly thereafter complies with
the requirements of Section 4(k) hereof, if applicable.




		
	 	     (iii) The Company shall cause the Shelf Registration Statement
and the related Prospectus and any amendment or supplement thereto,
as of the effective date of the Shelf Registration Statement or
such amendment or supplement, (A) to comply in all material
respects with the applicable requirements of the Act and the rules
and regulations of the Commission; and (B) not to contain any
untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make
the statements therein, in the light of the circumstances under
which they were made, not misleading.



     4.     Additional Registration Procedures. In connection with any Shelf
Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.


          (a) The Company shall:



	 	 	 
	 	 	
(i) furnish to you, not less than five Business Days prior to the
filing thereof with the Commission, a copy of any Exchange Offer
Registration Statement and any Shelf Registration Statement, and
each amendment thereof and each amendment or supplement, if any, to
the Prospectus included therein and shall use its best efforts to
reflect in each such document, when so filed with the Commission,
such comments as you reasonably propose;



-8-






 




	 	 	 
	 	 	
(ii) include the information set forth in Annex A hereto on the
facing page of the Exchange Offer Registration Statement, in Annex
B hereto in the forepart of the Exchange Offer Registration
Statement in a section setting forth details of the Exchange Offer,
in Annex C hereto in the underwriting or plan of distribution
section of the Prospectus contained in the Exchange Offer
Registration Statement, and in Annex D hereto in the letter of transmittal delivered
pursuant to the Registered Exchange Offer;
	 	 	 
	 	 	
(iii) if requested by an Initial Purchaser, include the information
required by Item 507 or 508 of Regulation S-K, as applicable, in
the Prospectus contained in the Exchange Offer Registration
Statement; and
	 	 	 
	 	 	
(iv) in the case of a Shelf Registration Statement, include the
names of the Holders that propose to sell Securities pursuant to
the Shelf Registration Statement as selling security holders.



          (b) The Company shall ensure that:



	 	 	 
	 	 	
(i) any Registration Statement and any amendment thereto and any
Prospectus forming part thereof and any amendment or supplement
thereto complies in all material respects with the Act and the
rules and regulations thereunder; and
	 	 	 
	 	 	
(ii) any Registration Statement and any amendment thereto does not,
when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading.



          (c) The Company shall advise you, the Holders of Securities covered by any
Shelf Registration Statement and any Exchanging Dealer under any Exchange Offer
Registration Statement that has provided in writing to the Company a telephone
or facsimile number and address for notices, and, if requested by you or any
such Holder or Exchanging Dealer, shall confirm such advice in writing (which
notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an
instruction to suspend the use of the Prospectus until the Company shall have
remedied the basis for such suspension):



	 	 	 
	 	 	
(i) when a Registration Statement and any amendment thereto has
been filed with the Commission and when the Registration Statement
or any post-effective amendment thereto has become effective;
	 	 	 
	 	 	
(ii) of any request by the Commission for any amendment or
supplement to the Registration Statement or the Prospectus included
therein or for additional information;



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(iii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the
initiation of any proceedings for that purpose;
	 	 	 
	 	 	
(iv) of the receipt by the Company or its legal counsel of any
notification with respect to the suspension of the qualification of
the securities included therein for sale in any jurisdiction or the
initiation of any proceeding for such purpose; and
	 	 	 
	 	 	
(v) of the happening of any event that requires any change in the
Registration Statement or the Prospectus included therein so that,
as of such date, the Registration Statement or the Prospectus do
not contain an untrue statement of a material fact nor omit to
state a material fact required to be stated therein or necessary to
make the statements therein (in the case of the Prospectus, in the
light of the circumstances under which they were made) not
misleading.



          (d) The Company shall use its best efforts to obtain the withdrawal of any
order suspending the effectiveness of any Registration Statement or the
qualification of the securities therein for sale in any jurisdiction at the
earliest possible time.


          (e) The Company shall furnish to each Holder of Securities covered by any
Shelf Registration Statement, without charge, at least one copy of such Shelf
Registration Statement and any post-effective amendment thereto, including all
periodic reports incorporated therein by reference, and, if the Holder so
requests in writing, all exhibits thereto (including exhibits incorporated by
reference therein).


          (f) The Company shall, during the Shelf Registration Period, deliver to
each Holder of Securities covered by any Shelf Registration Statement, without
charge, as many copies of the Prospectus (including each preliminary
Prospectus) included in such Shelf Registration Statement and any amendment or
supplement thereto as such Holder may reasonably request. The Company consents
to the use of the Prospectus or any amendment or supplement thereto by each of
the selling Holders of securities in connection with the offering and sale of
the securities covered by the Prospectus, or any amendment or supplement
thereto, included in the Shelf Registration Statement.


          (g) The Company shall furnish to each Exchanging Dealer which so requests,
without charge, at least one copy of the Exchange Offer Registration Statement
and any post-effective amendment thereto, including all periodic reports
incorporated by reference therein, and, if the Exchanging Dealer so requests in
writing, all exhibits thereto (including exhibits incorporated by reference
therein).


          (h) The Company shall promptly deliver to each Initial Purchaser, each
Exchanging Dealer and each other Person required to deliver a Prospectus during
the Exchange Offer Registration Period, without charge, as many copies of the
Prospectus included in such Exchange Offer Registration Statement and any
amendment or supplement thereto as any such Person may reasonably request. The
Company consents to the use of the Prospectus or any amendment or supplement
thereto by any Initial Purchaser, any Exchanging Dealer and any such other
Person that may be required to deliver a Prospectus following the Registered
Exchange


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Offer in connection with the offering and sale of the New Securities
covered by the Prospectus, or any amendment or supplement thereto, included in the Exchange Offer
Registration Statement.


          (i) Prior to the Registered Exchange Offer or any other offering of
Securities pursuant to any Registration Statement, the Company shall arrange,
if necessary, for the qualification of the Securities or the New Securities for
sale under the laws of such jurisdictions as any Holder shall reasonably
request and will maintain such qualification in effect so long as required;
provided that in no event shall the Company be obligated to qualify to do
business in any jurisdiction where it is not then so qualified or to take any
action that would subject it to service of process in suits, other than those
arising out of the Initial Placement, the Registered Exchange Offer or any
offering pursuant to a Shelf Registration Statement, in any such jurisdiction
where it is not then so subject.


          (j) The Company shall cooperate with the Holders of Securities to
facilitate the timely preparation and delivery of certificates representing New
Securities or Securities to be issued or sold pursuant to any Registration
Statement free of any restrictive legends and in such denominations and
registered in such names as Holders may request.


          (k) Upon the occurrence of any event contemplated by subsections (c)(ii)
through (v) above, the Company shall promptly prepare and file a post-effective
amendment to the applicable Registration Statement or an amendment or
supplement to the related Prospectus or file any other required document so
that, as thereafter delivered to the Holders or purchasers of Securities, the
Prospectus will not contain an untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading. In such
circumstances, the period of effectiveness of the Exchange Offer Registration
Statement provided for in Section 2 and the Shelf Registration Statement
provided for in Section 3(b) shall each be extended by the number of days from
and including the date of the giving of a notice of suspension pursuant to
Section 4(c) to and including the date when the Initial Purchasers, the Holders
of the Securities and any known Exchanging Dealer shall have received such
amended or supplemented Prospectus pursuant to this Section.


          (l) Not later than the effective date of any Registration Statement, the
Company shall provide a CUSIP number for the Securities or the New Securities,
as the case may be, registered under such Registration Statement and provide
the Trustee with printed certificates for such Securities or New Securities, in
a form eligible for deposit with The Depository Trust Company.


          (m) The Company will comply with all applicable rules and regulations of
the Commission and make generally available to its security holders as soon as
practicable after the effective date of the applicable Registration Statement
an earnings statement satisfying the provisions of Section 11(a) of the Act;
provided that, in no event shall such earnings statement be delivered later
than 45 days after the end of a 12-month period (or 90 days if such period is a
fiscal year) beginning with the first month of the Company’s first fiscal
quarter commencing after the effective date of the Registration Statement, which statement
shall cover such 12-month period.


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          (n) The Company shall cause the Indenture to be qualified under the Trust
Indenture Act in a timely manner.


          (o) The Company may require each Holder of Securities to be sold pursuant
to any Shelf Registration Statement to furnish to the Company such information
regarding the Holder and the distribution of such Securities as the Company may
from time to time reasonably require for inclusion in such Registration
Statement. The Company may exclude from such Shelf Registration Statement the
Securities of any Holder that unreasonably fails to furnish such information
within a reasonable time after receiving such request.


          (p) In the case of any Shelf Registration Statement, the Company shall
enter into such customary agreements (including if requested an underwriting
agreement in customary form) and take all other appropriate actions in order to
expedite or facilitate the registration or the disposition of the Securities,
and in connection therewith, if an underwriting agreement is entered into,
cause the same to contain indemnification provisions and procedures no less
favorable than those set forth in Section 6 (or such other provisions and
procedures acceptable to the Majority Holders and the Managing Underwriters, if
any, with respect to all parties to be indemnified pursuant to Section 6).


          (q) In the case of any Shelf Registration Statement, the Company shall, if
requested by (A) any Initial Purchaser in the case where such Initial Purchaser
holds Securities acquired in the Initial Placement or (B) Holders of at least
25% in aggregate principal amount of the Securities:



	 	 	 
	 	 	
(i) make reasonably available for inspection by the Holders of
Securities to be registered thereunder, any underwriter
participating in any disposition pursuant to such Registration
Statement, and any attorney, accountant or other agent retained by
the Holders or any such underwriter all relevant financial and
other records, pertinent corporate documents and properties of the
Company and its subsidiaries;
	 	 	 
	 	 	
(ii) cause the Company’s officers, directors and employees to
supply all relevant information reasonably requested by the Holders
or any such underwriter, attorney, accountant or agent in
connection with any such Registration Statement as is customary for
similar due diligence examinations; provided, however, that any
information that is designated in writing by the Company, in good
faith, as confidential at the time of delivery of such information
shall be kept confidential by the Holders or any such underwriter,
attorney, accountant or agent, unless such disclosure is made in
connection with a court proceeding or required by law, or such
information becomes available to the public generally or through a
third party without an accompanying obligation of confidentiality;



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(iii) make such representations and warranties to the Holders of
Securities registered thereunder and the underwriters, if any, in
form, substance and scope as are customarily made by issuers to
underwriters in underwritten offerings and covering matters
including, but not limited to, those set forth in the Purchase
Agreement;
	 	 	 
	 	 	
(iv) obtain opinions of counsel to the Company and updates thereof
(which counsel and opinions (in form, scope and substance) shall be
reasonably satisfactory to the Managing Underwriters, if any)
addressed to each selling Holder and the underwriters, if any,
covering such matters as are customarily covered in opinions
requested in underwritten offerings and such other matters as may
be reasonably requested by such Holders and underwriters;
	 	 	 
	 	 	
(v) obtain “cold comfort” letters and updates thereof from the
independent certified public accountants of the Company (and, if
necessary, any other independent certified public accountants of
any subsidiary of the Company or of any business acquired by the
Company for which financial statements and financial data are, or
are required to be, included in the Registration Statement),
addressed to each selling Holder of Securities registered
thereunder and the underwriters, if any, in customary form and
covering matters of the type customarily covered in “cold comfort”
letters in connection with primary underwritten offerings; and
	 	 	 
	 	 	
(vi) deliver such documents and certificates as may be reasonably
requested by the Majority Holders and the Managing Underwriters, if
any, including those to evidence compliance with Section 4(k) and
with any customary conditions contained in the underwriting
agreement or other agreement entered into by the Company.



          The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section
shall be performed at (A) the effectiveness of such Registration Statement and
each post-effective amendment thereto; and (B) each closing under any
underwriting or similar agreement as and to the extent required thereunder.



          (r) In the case of any Exchange Offer Registration Statement, the Company
shall:




	 	 	 
	 	 	
(i) make reasonably available for inspection by such Initial
Purchaser, and any attorney, accountant or other agent retained by
such Initial Purchaser, all relevant financial and other records,
pertinent corporate documents and properties of the Company and its
subsidiaries;



-13-






 




	 	 	 
	 	 	
(ii) cause the Company’s officers, directors and employees to
supply all relevant information reasonably requested by such
Initial Purchaser or any such attorney, accountant or agent in
connection with any such Registration Statement
as is customary for similar due diligence examinations; provided,
however, that any information that is designated in writing by the
Company, in good faith, as confidential at the time of delivery of
such information shall be kept confidential by such Initial
Purchaser or any such attorney, accountant or agent, unless such
disclosure is made in connection with a court proceeding or
required by law, or such information becomes available to the
public generally or through a third party without an accompanying
obligation of confidentiality;
	 	 	 
	 	 	
(iii) make such representations and warranties to such Initial
Purchaser, in form, substance and scope as are customarily made by
issuers to underwriters in primary underwritten offerings and
covering matters including, but not limited to, those set forth in
the Purchase Agreement;
	 	 	 
	 	 	
(iv) obtain opinions of counsel to the Company and updates thereof
(which counsel and opinions (in form, scope and substance) shall be
reasonably satisfactory to such Initial Purchaser and its counsel,
addressed to such Initial Purchaser, covering such matters as are
customarily covered in opinions requested in underwritten offerings
and such other matters as may be reasonably requested by such
Initial Purchaser or its counsel;
	 	 	 
	 	 	
(v) obtain “cold comfort” letters and updates thereof from the
independent certified public accountants of the Company (and, if
necessary, any other independent certified public accountants of
any subsidiary of the Company or of any business acquired by the
Company for which financial statements and financial data are, or
are required to be, included in the Registration Statement),
addressed to such Initial Purchaser, in customary form and covering
matters of the type customarily covered in “cold comfort” letters
in connection with primary underwritten offerings, or if requested
by such Initial Purchaser or its counsel in lieu of a “cold
comfort” letter, an agreed-upon procedures letter under Statement
on Auditing Standards No. 35, covering matters requested by such
Initial Purchaser or its counsel; and
	 	 	 
	 	 	
(vi) deliver such documents and certificates as may be reasonably
requested by such Initial Purchaser or its counsel, including those
to evidence compliance with Section 4(k) and with conditions
customarily contained in underwriting agreements.



          The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of
this Section shall be performed at the close of the Registered Exchange Offer
and the effective date of any post-effective amendment to the Exchange Offer
Registration Statement.



-14-






 





          (s) If a Registered Exchange Offer is to be consummated, upon delivery of
the Securities by Holders to the Company (or to such other Person as directed
by the Company) in exchange for the New Securities, the Company shall mark, or
caused to be marked, on the Securities so exchanged that such Securities are being canceled in
exchange for the New Securities. In no event shall the Securities be marked as
paid or otherwise satisfied.



          (t) The Company will use its best efforts (i) if the Securities have been
rated prior to the initial sale of such Securities pursuant to the Purchase
Agreement, to confirm such ratings will apply to the Securities or the New
Securities, as the case may be, covered by a Registration Statement; or (ii) if
the Securities were not previously rated, to cause the Securities covered by a
Registration Statement to be rated with at least one nationally recognized
statistical rating agency, if so requested by Majority Holders with respect to
the related Registration Statement or by any Managing Underwriters.



          (u) In the event that any Broker-Dealer shall underwrite any Securities or
participate as a member of an underwriting syndicate or selling group or
“assist in the distribution” (within the meaning of the Rules of Fair Practice
and the By-Laws of the National Association of Securities Dealers, Inc.)
thereof, whether as a Holder of such Securities or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or
otherwise, assist such Broker-Dealer in complying with the requirements of such
Rules and By-Laws, including, without limitation, by:




	 	 	 
	 	 	
(i) if such Rules or By-Laws shall so require, engaging a
“qualified independent underwriter” (as defined in such Rules) to
participate in the preparation of the Registration Statement, to
exercise usual standards of due diligence with respect thereto and,
if any portion of the offering contemplated by such Registration
Statement is an underwritten offering or is made through a
placement or sales agent, to recommend the yield of such
Securities;
	 	 	 
	 	 	
(ii) indemnifying any such qualified independent underwriter to the
extent of the indemnification of underwriters provided in Section 6
hereof; and
	 	 	 
	 	 	
(iii) providing such information to such Broker-Dealer as may be
required in order for such Broker-Dealer to comply with the
requirements of such Rules.



          (v) The Company shall use its best efforts to take all other steps
necessary to effect the registration of the Securities or the New Securities,
as the case may be, covered by a Registration Statement.



     5.     Registration Expenses. The Company shall bear all expenses incurred in
connection with the performance of its obligations hereunder and, in the event
of any Shelf Registration Statement, will reimburse the Holders for the
reasonable fees and disbursements of one firm or counsel designated by the
Majority Holders to act as counsel for the Holders in connection therewith,
and, in the case of any Exchange Offer Registration Statement, will reimburse
the Initial Purchasers for the reasonable fees and disbursements of their
counsel incurred in connection with their review of the Exchange Offer
Registration Statement.


-15-






 


     6.     Indemnification and Contribution.


          (a) The Company agrees to indemnify and hold harmless each Holder of
Securities or New Securities, as the case may be, covered by any Registration
Statement (including each Initial Purchaser and, with respect to any Prospectus
delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer), the
directors, officers, employees and agents of each such Holder and each Person
who controls any such Holder within the meaning of either the Act or the
Exchange Act against any and all losses, claims, damages or liabilities, joint
or several, to which they or any of them may become subject under the Act, the
Exchange Act or other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in the Registration
Statement as originally filed or in any amendment thereof, or in any
preliminary Prospectus or the Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agrees to
reimburse each such indemnified party, as incurred, for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Company will not be liable in any case to the extent that any such
loss, claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished
to the Company by or on behalf of any such Holder specifically for inclusion
therein; provided, further, that the foregoing indemnity with respect to any
untrue statement contained in or omission from any preliminary prospectus shall
not inure to the benefit of any Holder (or any of the directors, officers,
employees and agents of such Holder or any person controlling such Holder) from
whom the person asserting any such loss, claim, damage or liability purchased
the Securities which are the subject thereof if such person did not receive a
copy of the final prospectus (or the final prospectus as then amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) at or prior to the confirmation of the sale of such Securities to such
person in any case where such delivery is required by the Act and the untrue
statement or omission of a material fact contained in such preliminary
prospectus was corrected in the final prospectus (or the final prospectus as so
amended or supplemented if the Company shall have furnished any amendments or
supplements thereto), and it is finally judicially determined that such
delivery was required to be made under the Act and was not so made. This
indemnity agreement will be in addition to any liability which the Company may
otherwise have.



     The Company also agrees to indemnify or contribute as provided in Section
6(d) to Losses of each and any person deemed an “underwriter”, under the Act or
the rules and regulations thereunder, of Securities or New Securities, as the
case may be, registered under a Shelf Registration Statement, their directors,
officers, employees or agents and each Person who controls such underwriter on
substantially the same basis as that of the indemnification of the Initial
Purchasers and the selling Holders provided in this Section 6(a) and shall, if
requested by any Holder, enter into an underwriting agreement reflecting such
agreement, as provided in Section 4(p) hereof.




-16-












 



          (b) Each Holder of securities covered by a Registration Statement
(including each Initial Purchaser and, with respect to any Prospectus delivery
as contemplated in Section 4(h) hereof, each Exchanging Dealer) severally agrees
to indemnify and hold harmless the Company each of its directors each of its
officers who signs such Registration Statement and each Person who controls the
Company within the meaning of either the Act or the Exchange Act, to the same
extent as the foregoing indemnity from the Company to each such Holder, but only
with reference to written information relating to such Holder furnished to the
Company by or on behalf of such Holder specifically for inclusion in the
documents referred to in the foregoing indemnity. This indemnity agreement will
be in addition to any liability which any such Holder may otherwise have.



          (c) Promptly after receipt by an indemnified party under this Section 6 or
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses; and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a) or (b)
above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party’s choice at the indemnifying party’s expense to represent the
indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); provided, however, that such counsel shall be
reasonably satisfactory to the indemnified party. Notwithstanding the
indemnifying party’s election to appoint counsel to represent the indemnified
party in an action, the indemnified party shall have the right to employ
separate counsel (including local counsel), and the indemnifying party shall
bear the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest; (ii) the actual or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party; (iii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of the institution of
such action; or (iv) the indemnifying party shall authorize the indemnified
party to employ separate counsel at the expense of the indemnifying party, it
being understood, however, that in each case the indemnifying party shall not,
in connection with any one such action or separate but substantially similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
more than one separate firm of attorneys (in addition to any local counsel) at
any time for all such indemnified parties, which firm shall be designated by the
Representatives if the indemnified parties consist of the Initial Purchasers or
their directors, officers, employees or agents. An indemnifying party will not,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit




-17-










 



or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.


          (d) In the event that the indemnity provided in paragraph (a) or (b) of this
Section is for any reason held to be unenforceable by an indemnified party
although applicable in accordance with its terms, then each applicable
indemnifying party shall have a several and not joint obligation to contribute
to the aggregate losses, claims, damages and liabilities (including legal or
other expenses reasonably incurred in connection with investigating or defending
same) (collectively “Losses”) to which such indemnified party may be subject in
such proportion as is appropriate to reflect the relative benefits received by
such indemnifying party, on the one hand, and such indemnified party, on the
other hand, from the Initial Placement and the Registration Statement which
resulted in such Losses; provided, however, that in no case shall any Initial
Purchaser or any subsequent Holder of any Security or New Security be
responsible, in the aggregate, for any amount in excess of the purchase discount
or commission applicable to such Security, or in the case of a New Security,
applicable to the Security that was exchangeable into such New Security, as set
forth on the cover page of the Final Memorandum, nor shall any underwriter be
responsible for any amount in excess of the underwriting discount or commission
applicable to the securities purchased by such underwriter under the
Registration Statement which resulted in such Losses. If the allocation provided
by the immediately preceding sentence is unavailable for any reason, the
indemnifying party and the indemnified party shall contribute in such proportion
as is appropriate to reflect not only such relative benefits but also the
relative fault of such indemnifying party, on the one hand, and such indemnified
party, on the other hand, in connection with the statements or omissions which
resulted in such Losses as well as any other relevant equitable considerations.
Benefits received by the Company shall be deemed to be equal to the sum of (x)
the total net proceeds from the Initial Placement (before deducting expenses) as
set forth on the cover page of the Final Memorandum and (y) the total amount of
Liquidated Damages (as defined in Section 8) which the Company was not required
to pay as a result of registering the securities covered by the Registration
Statement which resulted in such Losses. Benefits received by the Initial
Purchasers shall be deemed to be equal to the total purchase discounts and
commissions as set forth on the cover page of the Final Memorandum, and benefits
received by any other Holders shall be deemed to be equal to the value of
receiving Securities or New Securities, as applicable, registered under the Act.
Benefits received by any underwriter shall be deemed to be equal to the total
underwriting discounts and commissions, as set forth on the cover page of the
Prospectus forming a part of the Registration Statement which resulted in such
Losses. Relative fault shall be determined by reference to, among other things,
whether any alleged untrue statement or omission relates to information provided
by the indemnifying party, on the one hand, or by the indemnified party, on the
other hand, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission. The parties agree that it would not be just and equitable if
contribution were determined by pro rata allocation (even if the Holders were
treated as one entity for such purpose) or any other method of allocation which
does not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this paragraph (d), no Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any Person who was not guilty of




-18-










 



such fraudulent
misrepresentation. For purposes of this Section, each Person who controls a
Holder within the meaning of either the Act or the Exchange Act and each
director, officer, employee and agent of such Holder shall have the same rights
to contribution as such Holder, and each Person who controls the Company within
the meaning of either the Act or the Exchange Act, each officer of the Company
who shall have signed the Registration Statement and each director of the
Company shall have the same rights to contribution as the Company, subject in
each case to the applicable terms and conditions of this paragraph (d).



          (e) The provisions of this Section will remain in full force and effect,
regardless of any investigation made by or on behalf of any Holder or the
Company or any of the officers, directors or controlling Persons referred to in
this Section hereof, and will survive the sale by a Holder of securities covered
by a Registration Statement.



     7.     Underwritten Registrations.


          (a) If any of the Securities or New Securities, as the case may be,
covered by any Shelf Registration Statement are to be sold in an underwritten
offering, the Managing Underwriters shall be selected by the Majority Holders.



          (b) No Person may participate in any underwritten offering pursuant to any
Shelf Registration Statement, unless such Person (i) agrees to sell such
Person’s Securities or New Securities, as the case may be, on the basis
reasonably provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements; and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.



     8.     Liquidated Damages.


          (a) If any of the following events occur (each such event in clauses (i)
through (iv) below being herein called a “Registration Default”):




	 	 	 
	 	 	
(i) any Registration Statement required by this Agreement is not
filed with the Commission on or prior to the applicable Filing
Deadline;
	 	 	 
	 	 	
(ii) any Registration Statement required by this Agreement is not
declared effective by the Commission on or prior to the applicable
Effectiveness Deadline;
	 	 	 
	 	 	
(iii) the Registration Exchange Offer has not been consummated on
or prior to the Consummation Deadline; or
	 	 	 
	 	 	
(iv) any Registration Statement required by this Agreement has been
declared effective by the Commission but (A) such Registration
Statement thereafter ceases to be effective, without being
succeeded within 45 days by an additional Registration Statement
filed and declared effective or (B) such Registration Statement or
the related Prospectus ceases to be usable for a period of more
than 45 days in connection with resales of Securities during the
periods specified



-19-






 




	 	 	 
	 	 	
herein because either (1) any event occurs as a
result of which the related Prospectus forming part of such
Registration Statement would include any untrue statement of a
material fact or omit to state any material fact necessary to make
the statements therein in the light of the circumstances under
which they were made not misleading, or (2) it shall be necessary
to amend such Registration Statement or supplement the related
Prospectus, to comply with the Act or the Exchange Act.



then, as liquidated damages for such Registration default, subject to the
provisions of Section 10, liquidated damages (“Liquidated Damages”), in
addition to the interest set forth in the title of the Securities, will incur
from and including the date on which any such Registration Default shall occur
to and including the first week in which all such Registration Defaults have
been cured, in an amount equal to $0.10 per week per $1,000 principal amount of
outstanding Securities. In no event shall the Liquidated Damages exceed $0.10
per week per $1,000 principal amount of outstanding Securities.


     Notwithstanding anything to the contrary in this Section, the Company
shall not be required to pay Liquidated Damages to a Holder if such Holder
failed to comply with its obligations to make the representations set forth in
Section 2(e) or failed to provide the information required to be provided by
it, if any, pursuant to Section 4(o).


     (b)  A Registration Default referred to in Section 8(a)(iv) hereof shall be
deemed not to have occurred and be continuing in relation to a Shelf
Registration Statement or the related prospectus if (i) such Registration
Default has occurred solely as a result of (x) the filing of a post-effective
amendment to such Shelf Registration Statement to incorporate annual audited
financial information with respect to the Company where such post-effective
amendment is not yet effective and needs to be declared effective to permit
Holders to use the related prospectus or (y) other material events, with
respect to the Company that would need to be described in such Shelf
Registration Statement or the related prospectus (which could include
description in a report filed under the Exchange Act and incorporated by
reference in such Shelf Registration Statement) and (ii) in the case of clause
(y), the Company is proceeding promptly and in good faith to amend or
supplement such Shelf Registration Statement and/or related prospectus to
describe such events; provided, however, that in any case if such Registration
Default occurs for a continuous period in excess of 45 days, Liquidated Damages
shall be payable in accordance with the above paragraph from the day such
Registration Default occurs until such Registration Default is cured.


     9.     Rules 144 and 144A. The Company shall use its reasonable best efforts
to file the reports required to be filed by it under the Act and the Exchange
Act in a timely manner and, if at any time the Company is not required to file
such reports, it will, upon the written request of any Holder of Securities,
make publicly available other information so long as necessary to permit sales
of such Holder’s Securities pursuant to Rules 144 and 144A under the Act. The
Company covenants that it will take such further action as any Holder of
Securities may reasonably request, all to the extent required from time to time
to enable such Holder to sell Securities without registration under the Act
within the limitation of the exemptions provided by Rules 144 and 144A
(including the requirements of Rule 144A(d)(4)). Upon the written request of
any Holder of Securities, the Company shall deliver to such Holder a written
statement as to


-20-






 


whether it has complied with such requirements. The Company
will provide a copy of this Agreement to prospective purchasers of Securities
identified to the Company by the Initial Purchasers upon request.
Notwithstanding the foregoing, nothing in this Section 9 shall be deemed to
require the Company to register any of its securities pursuant to the Exchange
Act.


     10.     Remedies. The Company acknowledges and agrees that any failure by the
Company to comply with its obligations hereunder may result in material
irreparable injury to the Initial Purchasers or 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 hereunder. The Company further
agrees to waive the defense in any action for specific performance that a
remedy at law would be adequate.


     11.     No Inconsistent Agreements. The Company has not, as of the date
hereof, entered into, nor shall it, on or after the date hereof, enter into,
any agreement with respect to its securities that is inconsistent with the
rights granted to the Holders herein or otherwise conflicts with the provisions
hereof.


     12.     Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, qualified, 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 the
Majority Holders (or, after the consummation of any Registered Exchange Offer
in accordance with Section 2 hereof, the Holders of a majority of the aggregate
principal amount of New Securities); provided that, with respect to any matter
that directly or indirectly affects the rights of any Initial Purchaser
hereunder, the Company shall obtain the written consent of each such Initial
Purchaser against which such amendment, qualification, supplement, waiver or
consent is to be effective. Notwithstanding the foregoing (except the
foregoing proviso), a waiver or consent to departure from the provisions hereof
with respect to a matter that relates exclusively to the rights of Holders
whose Securities or New Securities, as the case may be, are being sold pursuant
to a Registration Statement and that does not directly or indirectly affect the
rights of other Holders may be given by the Majority Holders, determined on the
basis of Securities or New Securities, as the case may be, being sold rather
than registered under such Registration Statement.


     13.     Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class
mail, telex, telecopier or air courier guaranteeing overnight delivery:


          (a) if to a Holder, at the most current address given by such holder to
the Company, with a copy in like manner to McDonald Investments Inc. UBS
Securities LLC and Credit Suisse First Boston LLC;



          (b) if to you, initially at the respective addresses set forth in the
Purchase Agreement; and



-21-






 


          (c) if to the Company, initially at its address set forth in the Purchase
Agreement.



     All such notices and communications shall be deemed to have been duly
given when received.


     The Initial Purchasers or the Company by notice to the other parties may
designate additional or different addresses for subsequent notices or
communications.


     14.     Successors. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including,
without the need for an express assignment or any consent by the Company
thereto, subsequent Holders of Securities and the New Securities, provided that
nothing herein shall be deemed to permit any assignment, transfer or other
disposition of securities in violation of the terms of the Purchase Agreement
or the Indenture. The Company hereby agrees to extend the benefits of this
Agreement to any Holder of Securities and the New Securities, and any such
Holder may specifically enforce the provisions of this Agreement as if an
original party hereto.


     15.     Counterparts. This agreement may be in signed counterparts, each of
which shall be deemed to be an original and all of which together shall
constitute one and the same agreement.


     16.     Headings. The headings used herein are for convenience only and shall
not affect the construction hereof.


     17.     Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed in the State of New York.


     18.     Severability. In the event that any one of more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the
parties shall be enforceable to the fullest extent permitted by law.


     19.     Securities Held by the Company, etc. Whenever the consent or approval
of Holders of a specified percentage of principal amount of Securities or New
Securities is required hereunder, Securities or New Securities, as applicable,
held by the Company or its Affiliates (other than subsequent Holders of
Securities or New Securities if such subsequent Holders are deemed to be
Affiliates solely by reason of their holdings of such Securities or New
Securities) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.


signature page follows


-22-






 


     If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and the several Initial Purchasers.



	 	Very truly yours,




	 	XCEL ENERGY INC.




	 	By: /s/ Benjamin G.S. Fowke III

Name: Benjamin G.S. Fowke III

Title: Vice President and Treasurer



The foregoing Agreement is hereby confirmed

and accepted as of the date first above written.


CREDIT SUISSE FIRST BOSTON LLC

MCDONALD INVESTMENTS INC.

UBS SECURITIES LLC


For themselves and the other several Initial

Purchasers named in Schedule I to the

Purchase Agreement.


By: UBS SECURITIES LLC


By:   /s/ Chris Forshner

Name: Chris Forshner

Title: Executive Director


By:   /s/ Scott Whitney

Name: Scott Whitney

Title: Director


 






 


ANNEX A



     Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
Broker-Dealer will not be deemed to admit that it is an “underwriter” within
the meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a Broker-Dealer in connection
with resales of New Securities received in exchange for Securities where such
Securities were acquired by such Broker-Dealer as a result of market-making
activities or other trading activities. The Company has agreed that, starting
on the Expiration Date (as defined herein) and ending on the close of business
210 days after the Expiration Date, it will make this Prospectus available to
any Broker-Dealer for use in connection with any such resale. See “Plan of
Distribution”.


 






 


ANNEX B



     Each Broker-Dealer that receives New Securities for its own account in
exchange for Securities, where such Securities were acquired by such
Broker-Dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such New Securities. See “Plan of Distribution”.


 






 


ANNEX C



PLAN OF DISTRIBUTION


     Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Company has agreed
that, starting on the Expiration Date and ending on the close of business 210
days after the Expiration Date, it will make this Prospectus, as amended or
supplemented, available to any Broker-Dealer for use in connection with any
such resale. In addition, until      , 20     , all dealers effecting
transactions in the New Securities may be required to deliver a prospectus.


     The Company will not receive any proceeds from any sale of New Securities
by Broker-Dealers. New Securities received by Broker-Dealers for their own
account pursuant to the Exchange Offer may be sold from time to time in one or
more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the New Securities or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices
related to such prevailing market prices or negotiated prices. Any such resale
may be made directly to purchasers or to or through brokers or dealers who may
receive compensation in the form of commissions or concessions from any such
Broker-Dealer and/or the purchasers of any such New Securities. Any
Broker-Dealer that resells New Securities that were received by it for its own
account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such New Securities may be deemed to be an
“underwriter” within the meaning of the Securities Act and any profit of any
such resale of New Securities and any commissions or concessions received by
any such Persons may be deemed to be underwriting compensation under the
Securities Act. The Letter of Transmittal states that by acknowledging that it
will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed
to admit that it is an “underwriter” within the meaning of the Securities Act.


     For a period commencing on Expiration Date and ending 210 days after the
Expiration Date, the Company will promptly send additional copies of this
Prospectus and any amendment or supplement to this Prospectus to any
Broker-Dealer that requests such documents in the Letter of Transmittal. The
Company has agreed to pay all expenses incident to the Exchange Offer
(including the expenses of one counsel for the holder of the Securities) other
than commissions or concessions of any brokers or dealers and will indemnify
the holders of the Securities (including any Broker-Dealers) against certain
liabilities, including liabilities under the Securities Act.


 






 


ANNEX D



Rider A


CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES
OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.



	 	 	 	 	 
	Name:
	 	 	 	 
	 
	 	
	 
	Address:
	 		 
	
	 	
	 
	 
	 
	 	
	 



Rider B


If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the New Securities in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of New Securities
and it has not arrangements or understandings with any Person to participate in
a distribution of the New Securities. If the undersigned is a Broker-Dealer
that will receive New Securities for its own account in exchange for
Securities, it represents that the Securities to be exchange for New Securities
were acquired by it as a result of market-making activities or other trading
activities and acknowledges that it will deliver a prospectus in connection
with any resale of such New Securities; however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it is
an “underwriter” within the meaning of the Securities Act.