exv4w3






Exhibit 4.3




REGISTRATION RIGHTS AGREEMENT




     CenterPoint Energy Resources Corp., a Delaware corporation (the “Company”), proposes to issue
(i) upon the terms set forth in the Purchase Agreement (as defined herein), its 4.50% Senior Notes
due 2021 and its 5.85% Senior Notes due 2041 and (ii) upon the terms set forth in the Dealer
Manager Agreement (as defined herein), additional 4.50% Senior Notes due 2021. Accordingly, as
an inducement for the Initial Purchasers (as defined herein) to enter into the Purchase Agreement
and for the Dealer Managers (as defined herein) to enter into the Dealer Manager Agreement, the
Company agrees with the Initial Purchasers and the Dealer Managers for the benefit of Holders (as
defined herein) as follows:



     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:



     “2013 Notes” shall mean the 7.875% Senior Notes due 2013 of the Company.



     “2013 Notes Exchange Offer” shall mean the Company’s offer to exchange any and all of the 2013
Notes for 2021 Notes and cash upon the terms and subject to the conditions set forth in a
confidential offering memorandum dated January 4, 2011 and accompanying letter of transmittal, in
each case, as may be amended or supplemented (including by documents incorporated by reference
therein).



     “2021 Notes” shall mean, collectively, the 4.50% Senior Notes due 2021 of the Company,
including, without limitation, those issued pursuant to the Purchase Agreement and pursuant to the
2013 Notes Exchange Offer.



     “2041 Notes” shall mean, collectively, the 5.85% Senior Notes due 2041 of the Company.



     “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.



     “Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a
day on which banking institutions in The City of New York are authorized or obligated by law or
executive order to close and which shall be a “business day” as defined under Rule 14d-1 of the
General Rules and Regulations under the Securities Exchange Act of 1934.



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



     “Dealer Manager Agreement” shall mean the Dealer Manager Agreement, dated January 4, 2011,
between the Dealer Managers and the Company.



 









 





     “Dealer Manager” or “Dealer Managers” shall mean Citigroup Global Markets Inc., Barclays
Capital Inc., RBS Securities Inc., Mitsubishi UFJ Securities (USA), Inc., HSBC Securities (USA)
Inc., Scotia Capital (USA) Inc. and UBS Securities LLC.



     “Depositary” shall mean The Depository Trust Company, or any other depositary for the
Securities appointed by the Company; provided, however, that such depositary must have an address
in the Borough of Manhattan, in the City of New York.



     “Exchange Offer” shall mean the exchange offer by the Company of Exchange Securities for
Registrable Securities pursuant to Section 2.1 hereof.



     “Exchange Offer Registration Statement” shall mean an exchange offer registration statement on
Form S-4 (or, if applicable, on another appropriate form), and all amendments and supplements to
such registration statement, including the Prospectus contained therein, all exhibits thereto and
all documents incorporated by reference therein.



     “Exchange Period” shall have the meaning set forth in Section 2.1 hereof.



     “Exchange Securities” shall mean the notes issued by the Company under the Indenture
containing terms identical to the Securities in all material respects (except for references to
certain interest rate provisions, restrictions on transfers and restrictive legends), to be offered
to Holders of Securities in exchange for Registrable Securities pursuant to the Exchange Offer.



     “Expiration Date” shall mean the date on which all the Participating Broker-Dealers have sold
all Exchange Securities held by them.



     “Holder” shall mean each person, for so long as it owns any Registrable Securities, and each
of its successors, assigns and direct and indirect transferees who become owners of Registrable
Securities under the Indenture and each Participating Broker-Dealer that holds Exchange Securities
for so long as such Participating Broker-Dealer is required to deliver a prospectus meeting the
requirements of the 1933 Act in connection with any resale of such Exchange Securities.



     “Indenture” shall mean the Indenture, dated as of February 1, 1998 between the Company and The
Bank of New York Trust Company, National Association (successor to JPMorgan Chase Bank, National
Association), as trustee, as supplemented by a Supplemental Indenture No. 14, dated as of January
11, 2011, and as to be supplemented by a Supplemental Indenture No. 15 in connection with the 2013
Notes Exchange Offer, as the same may be amended, supplemented, waived or otherwise modified from
time to time in accordance with the terms thereof.



     “Initial Purchaser” or “Initial Purchasers” shall mean RBS Securities Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC, SunTrust Robinson Humphrey, Inc.,
Comerica Securities, Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. and Scotia
Capital (USA) Inc.



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     “Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of
Outstanding (as defined in the Indenture) Registrable Securities or such smaller amount of
Registrable Securities for which action is to be taken; provided that whenever the consent or
approval of Holders of a specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company and other obligors on the Securities or any Affiliate
(as defined in the Indenture) of the Company shall be disregarded in determining whether such
consent or approval was given by the Holders of such required percentage amount.



     “Participating Broker-Dealer” shall mean any Initial Purchaser, and any other broker-dealer
who acquired Registrable Securities for its own account as a result of market-making or other
trading activities and exchanges Registrable Securities in the Exchange Offer for Exchange
Securities.



     “Person” shall mean any individual, corporation, partnership, joint venture, trust, limited
liability company, unincorporated organization or government or any 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 any such prospectus supplement with respect to the terms of the offering of
any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all
other amendments and supplements to a prospectus, including post-effective amendments, and in each
case including all material incorporated by reference therein.



     “Purchase Agreement” shall mean the Purchase Agreement, dated January 4, 2011, between the
Initial Purchasers and the Company.



     “Registrable Securities” shall mean the Securities; provided, however, that 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 disposed of pursuant to such Registration Statement, (ii) such Securities have been sold to
the public pursuant to Rule 144 under the 1933 Act, (iii) such Securities shall have ceased to be
outstanding or (iv) the Exchange Offer is consummated (except in the case of Securities purchased
from the Company and continued to be held by the Initial Purchasers).



     “Registration 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 Financial Industry Regulatory Authority, Inc. (“FINRA”) registration and filing fees,
including, if applicable, the reasonable fees and expenses of any “qualified independent
underwriter” (and its counsel) that is required to be retained by any holder of Registrable
Securities in accordance with the rules and regulations of FINRA, (ii) all fees and expenses
incurred in connection with compliance with state securities or blue sky laws and compliance with
the rules of FINRA (including reasonable fees and disbursements of counsel for any underwriters or
Holders in connection with blue sky qualification of any of the Exchange Securities or Registrable
Securities and any filings with FINRA), (iii) all expenses of any Persons in preparing or



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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 fees and expenses incurred in connection with the listing, if any, of any of
the Registrable Securities on any securities exchange or exchanges, (v) all rating agency fees,
(vi) the fees and disbursements of counsel for the Company and of the independent public
accountants of the Company, including the expenses of any special audits or “cold comfort” letters
required by or incident to such performance and compliance, (vii) the fees and expenses of the
Trustee, and any escrow agent or custodian, (viii) the reasonable fees and disbursements of one
firm, at any one time, of legal counsel selected by the Initial Purchasers, Dealer Managers or the
Majority Holders to represent the Holders of Registrable Securities and (ix) any reasonable fees
and disbursements of the underwriters customarily required to be paid by issuers or sellers of
securities and the fees and expenses of any special experts retained by the Company in connection
with any Registration Statement, but excluding underwriting discounts and commissions and transfer
taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.




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



     “Representatives” shall mean RBS Securities Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, RBC Capital Markets, LLC and SunTrust Robinson Humphrey, Inc., as representatives of
the Initial Purchasers pursuant to the Purchase Agreement.



     “SEC” shall mean the United States Securities and Exchange Commission or any successor agency
or governmental body performing the functions currently performed by the United States Securities
and Exchange Commission.



     “Securities” shall mean, collectively, the 2021 Notes and the 2041 Notes.



     “Settlement Date” shall mean the later of the initial issuance date of the Securities issued
and sold by the Company pursuant to the Purchase Agreement or the latest settlement date relating
to the 2013 Notes Exchange Offer.



     “Shelf Registration” shall mean a registration effected pursuant to Section 2.2 hereof.



     “Shelf Registration Statement” shall mean a “shelf” registration statement of the Company
pursuant to the provisions of Section 2.2 of this Agreement which covers all of the Registrable
Securities on an appropriate form under Rule 415 under the 1933 Act, or any similar rule that may
be adopted by the SEC, and all amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained therein, all exhibits
thereto and all material incorporated by reference therein.



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     “TIA” shall mean the Trust Indenture Act of 1939, as amended.



     “Trustee” shall mean the trustee with respect to the Securities under the Indenture.



     2. Registration Under the 1933 Act.



          2.1. Exchange Offer. The Company shall, for the benefit of the Holders, at the
Company’s cost, use its reasonable commercial efforts (A) to file with the SEC, within 120 days
after the Settlement Date, the Exchange Offer Registration Statement with respect to the Exchange
Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of
a like principal amount of Exchange Securities, (B) to cause the Exchange Offer Registration
Statement to be declared effective under the 1933 Act within 180 days following the Settlement Date
(unless the Exchange Offer Registration Statement is reviewed by the SEC, in which case within 240
days following the Settlement Date), (C) to keep the Exchange Offer Registration Statement
effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be
permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 225
days following the Settlement Date (unless the Exchange Offer Registration Statement is reviewed by
the SEC, in which case within 285 days following the Settlement Date). The Exchange Securities
will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration
Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such
Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for
Exchange Securities (assuming that such Holder (A) is not an affiliate of the Company within the
meaning of Rule 405 under the 1933 Act (an “Affiliate”), (B) is not a broker-dealer tendering
Registrable Securities acquired directly from the Company or one of its Affiliates for its own
account, (C) acquired the Exchange Securities in the ordinary course of such Holder’s business and
(D) at the time of the consummation of the Exchange Offer has no arrangements or understandings
with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange
Securities) to transfer such Exchange Securities from and after their receipt without any
limitations or restrictions under the 1933 Act and without material restrictions under the
securities laws of a substantial portion of the several states of the United States.




     In connection with the Exchange Offer, the Company will:



               (A) as promptly as practicable after the Exchange Offer Registration Statement has been
declared effective by the SEC, 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;



               (B) keep the Exchange Offer open for acceptance for a period of not less than 20 Business Days
after the date notice thereof is mailed to the Holders (or longer if required by applicable law)
(such period referred to herein as the “Exchange Period”);



               (C) utilize the services of the Depositary for the Exchange Offer;



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               (D) notify each Holder that any Holder electing to have a Registrable Security exchanged
pursuant to the Exchange Offer will be required to surrender such Registrable Security, together
with the appropriate letters of transmittal, to the institution and at the address and in the
manner specified in the notice prior to 5:00 p.m. (Eastern Time) on the last Business Day of the
Exchange Period;



               (E) permit Holders to tender Registrable Securities according to customary guaranteed delivery
procedures if such Holder cannot deliver such Registrable Securities or complete the procedures
relating thereto on a timely basis prior to 5:00 p.m. (Eastern Time) on the last Business Day of
the Exchange Period;



               (F) permit Holders to withdraw tendered Registrable Securities at any time prior to 5:00 p.m.
(Eastern Time) on the last Business Day of the Exchange Period, by sending to the institution
specified in the notice a telegram, telex, facsimile transmission or letter setting forth the name
of such Holder, the principal amount of Registrable Securities delivered for exchange and a
statement that such Holder is withdrawing such Holder’s election to have such Securities exchanged;



               (G) notify each Holder that any Registrable Security not tendered will remain outstanding and
continue to accrue interest, but will not retain any rights under this Agreement (except in the
case of the Initial Purchasers and Participating Broker Dealers as provided herein); and



               (H) otherwise comply in all material respects with all applicable laws relating to the
Exchange Offer.



     As soon as practicable after the close of the Exchange Offer the Company shall:



               (A) accept for exchange all Registrable Securities duly tendered and not validly withdrawn
pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration
Statement and the letter of transmittal, which shall be an exhibit thereto;



               (B) deliver or cause to be delivered all Registrable Securities accepted for exchange to the
Trustee for cancellation; and



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



     Interest on each Exchange Security will accrue from the last date on which interest was paid
on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on
the Registrable Securities, from the date of original issuance. The Exchange Offer shall not be
subject to any conditions, other than (A) that the Exchange Offer, or the making of any exchange by
a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC,
(B) the valid tendering of Registrable Securities in accordance with the Exchange Offer, (C) that
each Holder of Registrable Securities exchanged in the Exchange Offer shall have represented that
(i) it



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is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (ii) it
is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one
of its Affiliates for its own account, (iii) all of the Exchange Securities to be received by it
shall be acquired in the ordinary course of its business and (iv) at the time of the consummation
of the Exchange Offer it shall have no arrangement or understanding with any Person to participate
in the distribution (within the meaning of the 1933 Act) of the Exchange Securities, and shall have
made such other representations as may be reasonably necessary under applicable SEC rules,
regulations or interpretations to render the use of Form S-4 or other appropriate form under the
1933 Act available and (D) that no action or proceeding shall have been instituted or threatened in
any court or by or before any governmental agency with respect to the Exchange Offer which, in the
Company’s judgment, would reasonably be expected to impair the ability of the Company to proceed
with the Exchange Offer. The Company shall use its reasonable commercial efforts to inform the
Initial Purchasers and Dealer Managers of the names and addresses of the Holders to whom the
Exchange Offer is made, and the Initial Purchasers and Dealer Managers shall have the right,
subject to applicable securities laws, to contact such Holders and otherwise facilitate the tender
of Registrable Securities in the Exchange Offer.




     The Company shall use its reasonable commercial efforts to keep the Exchange Offer
Registration Statement effective and to amend and supplement the Prospectus contained therein, in
order to permit such Prospectus to be lawfully delivered by all persons subject to the prospectus
delivery requirements of the 1933 Act for such period of time as such persons must comply with such
requirements in order to resell the Exchange Securities; provided, however, that (i) in the case
where such prospectus and any amendment or supplement thereto must be delivered by a Participating
Broker-Dealer, such period shall terminate at the earlier to occur of (i) the expiration of 180
days following the Exchange Offer and (ii) the Expiration Date.



     The Company shall not be obligated to keep the Exchange Offer Registration Statement effective
or to permit the use of any Prospectus forming a part of the Exchange Offer Registration Statement
if (i) the Company determines, in its reasonable judgment, upon advice of counsel that the
continued effectiveness and use of the Exchange Offer Registration Statement would (x) require the
disclosure of material information which the Company has a bona fide business reason for preserving
as confidential or (y) interfere with any financing, acquisition, corporate reorganization or other
material transaction involving the Company or any of its subsidiaries; and provided, further, that
the failure to keep the Exchange Offer Registration Statement effective and usable for offers and
sales of Registrable Securities for such reasons shall last no longer than 45 consecutive calendar
days or no more than an aggregate of 90 calendar days during any consecutive twelve-month period
(whereafter a Registration Default, as hereinafter defined, shall occur) and (ii) the Company
promptly thereafter complies with the requirements of Section 3(L) hereof, if applicable; any such
period during which the Company is excused from keeping the Exchange Offer Registration Statement
effective and usable for offers and sales of Registrable Securities is referred to herein as a
“Exchange Offer Suspension Period”; an Exchange Offer Suspension Period shall commence on and
include the date that the Company gives notice to the Holders that the Exchange Offer Registration
Statement is no longer effective or the Prospectus included therein is no



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longer usable for offers and sales of Registrable Securities as a result of the application of
the proviso of the foregoing sentence, stating the reason therefor, and shall end on the earlier to
occur of the date on which each seller of Registrable Securities covered by the Exchange Offer
Registration Statement either receives the copies of the supplemented or amended Prospectus or is
advised in writing by the Company that use of the Prospectus may be resumed.




     The Company acknowledges that pursuant to current interpretations by the SEC’s staff of
Section 5 of the 1933 Act, in the absence of applicable exemption therefrom, (i) each Holder which
is a broker-dealer electing to exchange Securities for Exchange Securities (an “Exchanging
Dealer”), is required to deliver a prospectus containing information substantially in the form set
forth in (a) Annex A hereto, (b) Annex B hereto in the “Exchange Offer Procedures” section and the
“Purpose of the Exchange Offer” section, (c) Annex C hereto in the “Plan of Distribution” section
of such prospectus in connection with a sale of any such Exchange Securities received by such
Exchanging Dealer pursuant to the Exchange Offer and to include in the Letter of Transmittal
delivered pursuant to the Exchange Offer, the information set forth in Annex D hereto and (ii) an
Initial Purchaser that elects to sell Exchange Securities acquired in an exchange for Securities
constituting any portion of an unsold allotment, is required to deliver a prospectus containing the
information required by Item 507 or Item 508 of Regulation S-K under the 1933 Act, as applicable,
in connection with such sale.



          2.2. Shelf Registration. In the event that (A) the Company reasonably determines that
changes in law, SEC rules or regulations or applicable interpretations thereof by the staff of the
SEC do not permit the Company to effect the Exchange Offer as contemplated by Section 2.1 hereof,
(B) for any other reason, the Exchange Offer is not consummated on or prior to 225 days following
the Settlement Date (unless the Exchange Offer Registration Statement is reviewed by the SEC, in
which case on or prior to
285 days following the Settlement Date) or (C) a Holder notifies the Company
within 20 Business Days following the consummation of the Exchange Offer that (i) it is not
permitted by applicable law, SEC rules or regulations or applicable interpretations thereof by the
staff of the SEC to participate in the Exchange Offer, (ii) it may not resell Exchange Securities
with the Prospectus included as part of the Exchange Offer Registration Statement or (iii) it is a
broker-dealer and owns Registrable Securities acquired directly from the Company or one of the
Company’s Affiliates, then in case of each of clauses (A) through (C) the Company shall, at its
cost, in lieu of effecting (or, in the case of clause (C), in addition to effecting) the
registration of the Exchange Securities pursuant to the Exchange Offer Registration Statement:




               (A) as promptly as practicable, file with the SEC, and thereafter shall use its reasonable
commercial efforts to cause to be declared effective no later than 225 days following the
Settlement Date (unless the Exchange Offer Registration Statement is reviewed by the SEC, in which
case no later than
285 days following the Settlement Date), a Shelf Registration Statement relating to the
offer and sale of the Registrable Securities by the Holders from time to time in accordance with
the methods of distribution elected by the Majority Holders participating in the Shelf Registration
and set forth in such Shelf Registration Statement;



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               (B) use its reasonable commercial efforts to keep the Shelf Registration Statement
continuously effective in order to permit the Prospectus forming a part thereof to be usable by
Holders until the earlier of one year from the Settlement Date (plus the number of days in any
Suspension Period) and the date that all of the Registrable Securities have been sold pursuant
thereto; provided, however, that the Company shall not be obligated to keep the Shelf Registration
Statement effective or to permit the use of any Prospectus forming a part of the Shelf Registration
Statement if (i) the Company determines, in its reasonable judgment, upon advice of counsel that
the continued effectiveness and use of the Shelf Registration Statement would (x) require the
disclosure of material information which the Company has a bona fide business reason for preserving
as confidential or (y) interfere with any financing, acquisition, corporate reorganization or other
material transaction involving the Company or any of its subsidiaries; and provided, further, that
the failure to keep the Shelf Registration Statement effective and usable for offers and sales of
Registrable Securities for such reasons shall last no longer than 45 consecutive calendar days or
no more than an aggregate of 90 calendar days during any consecutive twelve-month period
(whereafter a Registration Default, as hereinafter defined, shall occur) and (ii) the Company
promptly thereafter complies with the requirements of Section 3(L) hereof, if applicable; any such
period during which the Company is excused from keeping the Shelf Registration Statement effective
and usable for offers and sales of Registrable Securities is referred to herein as a “Suspension
Period”; a Suspension Period shall commence on and include the date that the Company gives notice
to the Holders that the Shelf Registration Statement is no longer effective or the Prospectus
included therein is no longer usable for offers and sales of Registrable Securities as a result of
the application of the proviso of the foregoing sentence, stating the reason therefor, and shall
end on the earlier to occur of the date on which each seller of Registrable Securities covered by
the Shelf Registration Statement either receives the copies of the supplemented or amended
Prospectus or is advised in writing by the Company that use of the Prospectus may be resumed.



     The Company shall not permit any securities other than Registrable Securities to be included
in the Shelf Registration Statement. The Company further agrees, if necessary, to supplement or
amend the Shelf Registration Statement, as required by Section 3(B) below, and to furnish to the
Holders of Registrable Securities copies of any such supplement or amendment promptly after its
being used or filed with the SEC.



          2.3. Expenses. The Company shall pay all Registration Expenses in connection with the
registration pursuant to Section 2.1 or 2.2 hereof. Each Holder shall pay all underwriting
discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such
Holder’s Registrable Securities pursuant to the Shelf Registration Statement.




          2.4. Effectiveness.




               (A) The Company will be deemed not to have used its reasonable commercial efforts to cause the
Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, to
become, or to remain, effective during the requisite period if the Company voluntarily takes any
action that would, or omits to take any action (other than any action specifically permitted by the
penultimate



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paragraph of Section 2.1 or by Section 2.2(B) hereof) which omission would, result in any such
Registration Statement not being declared effective or in the Holders of Registrable Securities
covered thereby not being able to exchange or offer and sell such Registrable Securities during
that period as and to the extent contemplated hereby, unless such action is required by applicable
law.




               (B) After an Exchange Offer Registration Statement pursuant to Section 2.1 or a Shelf
Registration Statement pursuant to Section 2.2 has become effective, if the offering of Registrable
Securities pursuant to an Exchange Offer Registration Statement or a Shelf Registration Statement
is interfered with by any stop order, injunction or other order or requirement of the SEC or any
other governmental agency or court, such Registration Statement will be deemed not to have become
effective during the period of such interference, until the offering of Registrable Securities
pursuant to such Registration Statement may legally resume.



          2.5. Interest. In the event that (A) the Exchange Offer Registration Statement is not
filed with the SEC on or prior to the 120th day following the Settlement Date, (B) the Exchange
Offer Registration Statement is not declared effective on or prior to the 180th calendar day
following the Settlement Date (unless the Exchange Offer Registration Statement is reviewed by the
SEC, in which case, on or prior to the 240th day following the Settlement Date), (C) the Exchange
Offer is not consummated or a Shelf Registration Statement is not declared effective, in either
case, on or prior to the 225th calendar day following the Settlement Date (unless the Exchange
Offer Registration Statement or the Shelf Registration Statement
is reviewed by the SEC, in which case, on or prior to the 285th day
following the Settlement Date) or (D) the Exchange Offer Registration Statement or the Shelf
Registration Statement is filed and declared effective but shall thereafter either be withdrawn by
the Company or becomes subject to an effective stop order suspending the effectiveness of such
registration statement, except as specifically permitted by the penultimate paragraph of Section
2.1 or Section 2.2(B) hereof, in each case without being succeeded within 30 days by an amendment
thereto or an additional registration statement filed and declared effective (each such event
referred to in clauses (A) through (D) above, a “Registration Default”), the interest rate borne by
the Registrable Securities shall be increased (“Additional Interest”) by one-fourth of one percent
(0.25%) per annum upon the occurrence of each Registration Default, which rate will increase by an
additional one-fourth of one percent (0.25%) per annum if such Registration Default has not been
cured within 90 days after occurrence thereof and continuing until all Registration Defaults have
been cured, provided that the aggregate amount of any such increase in the interest rate on the
Registrable Securities shall in no event exceed one-half of one percent (0.50%) per annum; and
provided, further, that if the Exchange Offer Registration Statement is not declared effective on
or prior to the 180th calendar day following the Settlement Date (unless the Exchange Offer
Registration Statement is reviewed by the SEC, in which case, on or prior to the 240th day
following the Settlement Date), and the Company shall request Holders of Securities to provide
information required by the applicable rules of the SEC for inclusion in the Shelf Registration
Statement, then Registrable Securities owned by Holders who do not deliver such information to the
Company or who do not provide comments on the Shelf Registration Statement when reasonably
requested by the Company will not be entitled to any such increase in the interest rate for any day
after the 225th day following the






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Settlement Date (unless the
Exchange Offer Registration Statement or the Shelf Registration Statement
is reviewed by the SEC, in
which case, on or prior to the 285th day following the Settlement Date). All accrued Additional
Interest shall be paid to Holders of Registrable Securities in the same manner and at the same time
as regular payments of interest on the Registrable Securities. Following the cure of all
Registration Defaults, the accrual of Additional Interest will cease and the interest rate on the
Registrable Securities will revert to the original rate.




     3. Registration Procedures. In connection with the obligations of the Company with
respect to Registration Statements pursuant to Sections 2.1 and 2.2 hereof, the Company shall:



               (A) prepare and file with the SEC a Registration Statement, within the relevant time period
specified in Section 2, on the appropriate form under the 1933 Act, which form shall (i) be
selected by the Company, (ii) in the case of a Shelf Registration, be available for the sale of the
Registrable Securities by the selling Holders thereof and (iii) comply as to form in all material
respects with the requirements of the applicable form and include or incorporate by reference all
financial statements required by the SEC to be filed therewith or incorporated by reference
therein, and use its reasonable commercial efforts to cause such Registration Statement to become
effective and remain effective in accordance with Section 2 hereof;



               (B) use reasonable commercial efforts to cause (i) any Registration Statement and any
amendment thereto, when it becomes effective, not to contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading and (ii) subject to the penultimate paragraph of Section 2.1 and Section
2.2(B), any Prospectus forming part of any Registration Statement, and any supplement to such
Prospectus (as amended or supplemented from time to time), not to include an 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;



               (C) prepare and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary under applicable law to keep such Registration Statement
effective for the applicable period; and cause each Prospectus to be supplemented by any required
prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar
provision then in force) under the 1933 Act and comply with the provisions of the 1933 Act, the
1934 Act and the rules and regulations thereunder applicable with respect to the disposition of all
securities covered by each Registration Statement during the applicable period in accordance with
the intended method or methods of distribution reasonably requested by the selling Holders thereof
(including sales by any Participating Broker-Dealer);



               (D) in the case of a Shelf Registration, (i) notify each Holder of Registrable Securities, at
least fifteen (15) calendar days prior to filing, that a Shelf Registration Statement with respect
to the Registrable Securities is being filed and advising such Holders that the distribution of
Registrable Securities will be made in accordance with the methods reasonably requested by the
Majority Holders participating



11









 





in the Shelf Registration, (ii) furnish to each Holder of Registrable Securities and to each
underwriter of an underwritten offering of Registrable Securities, if any, without charge, as many
copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement
thereto, and such other documents as such Holder or underwriter may reasonably request, including
financial statements and schedules and, if the Holder so requests, all exhibits in order to
facilitate the public sale or other disposition of the Registrable Securities and (iii) hereby
consent to the use of the Prospectus or any amendment or supplement thereto by each of the selling
Holders of Registrable Securities in connection with the offering and sale of the Registrable
Securities covered by the Prospectus or any amendment or supplement thereto, save and except during
any Suspension Period;



               (E) use its reasonable commercial efforts to register or qualify the Registrable Securities
under such state securities or blue sky laws of such jurisdictions as any Holder of Registrable
Securities covered by a Registration Statement and each underwriter of an underwritten offering of
Registrable Securities shall reasonably request by the time the applicable Registration Statement
is declared effective by the SEC, and do any and all other acts and things which may be reasonably
necessary or advisable to enable each such Holder and underwriter to consummate the disposition in
each such jurisdiction of such Registrable Securities owned by such Holder; provided, however, that
the Company shall not be required to (i) qualify as a foreign corporation or as a dealer in
securities in any jurisdiction where it would not otherwise be required to qualify but for this
Section 3(E) or (ii) take any action which would subject it to general service of process or
taxation in any such jurisdiction where it is not then so subject;



               (F) notify promptly each Holder of Registrable Securities participating in the Shelf
Registration or any Participating Broker-Dealer who has notified the Company that it is utilizing
the Prospectus contained in the Exchange Offer Registration Statement and, if requested by such
Holder or Participating Broker-Dealer, confirm such advice in writing promptly (i) when a
Registration Statement has become effective and when any post-effective amendments and supplements
thereto become effective, (ii) of any request by the SEC or any state securities authority for
post-effective amendments and supplements to a Registration Statement and Prospectus or for
additional information after the Registration Statement has become effective, (iii) of the issuance
by the SEC or any state securities authority of any stop order suspending the effectiveness of a
Registration Statement or the initiation of any proceedings for that purpose, (iv) in the case of a
Shelf Registration, if, between the effective date of the Shelf Registration Statement and the
closing of any sale of Registrable Securities covered thereby, the representations and warranties
of the Company contained in any underwriting agreement, securities sales agreement or other similar
agreement, if any, relating to the offering cease to be true and correct in all material respects,
(v) of the happening of any event or the discovery of any facts during the period the Shelf
Registration Statement is effective which makes any statement made in such Registration Statement
or the related Prospectus untrue in any material respect or which requires the making of any
changes in such Registration Statement or Prospectus in order to make the statements therein not
misleading, (vi) of the receipt by the Company of any notification with respect to the suspension
of the qualification of the Registrable Securities or the Exchange Securities, as the case may be,
for sale in any jurisdiction or the initiation or



12









 




threatening of any proceeding for such purpose and (vii) of any determination by the Company
that a post-effective amendment to a Registration Statement would be appropriate;




               (G) in the case of the Exchange Offer Registration Statement (a) include in the Exchange Offer
Registration Statement a section entitled “Plan of Distribution,” which section shall be reasonably
acceptable to the Representatives and the Dealer Managers on behalf of the Participating
Broker-Dealers, and which shall contain a summary statement of the positions taken or policies made
by the staff of the SEC with respect to the potential “underwriter” status of any broker-dealer
that holds Registrable Securities acquired for its own account as a result of market-making
activities or other trading activities and that will be the beneficial owner (as defined in Rule
13d-3 under the 1934 Act) of Exchange Securities to be received by such broker-dealer in the
Exchange Offer, including a statement that any such broker-dealer who receives Exchange Securities
for Registrable Securities pursuant to the Exchange Offer may be deemed a statutory underwriter and
must deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of
such Exchange Securities, (b) furnish to each Participating Broker-Dealer who has delivered to the
Company the notice referred to in Section 3(F), without charge, as many copies of each Prospectus
included in the Exchange Offer Registration Statement, including any preliminary prospectus, and
any amendment or supplement thereto, as such Participating Broker-Dealer may reasonably request,
(c) hereby consent to the use of the Prospectus forming part of the Exchange Offer Registration
Statement or any amendment or supplement thereto, by any Person subject to the prospectus delivery
requirements of the SEC, including all Participating Broker-Dealers, in connection with the sale or
transfer of the Exchange Securities covered by the Prospectus or any amendment or supplement
thereto for up to 180 days following the Exchange Offer except during any Exchange Offer Suspension
Period, and (d) include in the transmittal letter or similar documentation to be executed by an
exchange offeree in order to participate in the Exchange Offer (i) the following provision:




“If the exchange offeree is a broker-dealer holding Registrable Securities acquired for its
own account as a result of market-making activities or other trading activities, it will
deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale
of Exchange Securities received in respect of such Registrable Securities pursuant to the
Exchange Offer,”




and (ii) a statement to the effect that a broker-dealer by making the acknowledgment
described in clause (i) and by delivering a Prospectus in connection with the exchange of
Registrable Securities, the broker-dealer will not be deemed to admit that it is an
underwriter within the meaning of the 1933 Act;



               (H) (i) in the case of an Exchange Offer, furnish counsel for the Initial Purchasers and
Dealer Managers and (ii) in the case of a Shelf Registration, furnish counsel for the Holders of
Registrable Securities, copies of any comment letters received from the SEC or any other request by
the SEC or any state securities authority for amendments or supplements to a Registration Statement
and Prospectus or for additional information;



13









 





               (I) make every reasonable effort to obtain the withdrawal of any order suspending the
effectiveness of a Registration Statement as soon as practicable and provide prompt notice to legal
counsel for the Holders of the withdrawal of any such order;



               (J) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, and
each underwriter, if any, without charge, at least one conformed copy of each Registration
Statement and any post-effective amendment thereto, including financial statements and schedules
(without documents incorporated therein by reference and all exhibits thereto, unless requested);



               (K) 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 to the extent not held with the Depositary through Cede & Co., to
remove any restrictive legends, and enable such Registrable Securities to be in such denominations
(consistent with the provisions of the Indenture) and registered in such names as the selling
Holders or the underwriters, if any, may reasonably request at least three Business Days prior to
the closing of any sale of Registrable Securities;



               (L) upon the occurrence of any event or the discovery of any facts, each as contemplated by
Sections 3(F)(ii), (iii), (v), (vi) and (vii) hereof and subject to the provisions of the second
paragraph immediately following Section 3(U) hereof, as promptly as practicable after the
occurrence of such an event, use its reasonable commercial efforts to prepare a supplement or
post-effective amendment to the Registration Statement or the related Prospectus or any document
incorporated therein by reference or file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Securities or Participating Broker-Dealers, such
Prospectus will not contain at the time of such delivery any untrue statement of a material fact or
omit to state a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading or will remain so qualified. At such time
as such public disclosure is otherwise made or the Company determines that such disclosure is not
necessary, in each case to correct any misstatement of a material fact or to include any omitted
material fact, the Company agrees promptly to notify each Holder of such determination and to
furnish each Holder such number of copies of the Prospectus as amended or supplemented, as such
Holder may reasonably request;



               (M) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case
may be, not later than the effective date of a Registration Statement, and provide the Trustee with
certificates for the Exchange Securities or the Registrable Securities, as the case may be, in a
form eligible for deposit with the Depositary;



               (N) unless the Indenture, as its relates to the Exchange Securities or the Registrable
Securities, as the case may be, has already been so qualified, use its reasonable commercial
efforts to (i) cause the Indenture to be qualified under the TIA in connection with the
registration of the Exchange Securities or Registrable Securities, as the case may be, (ii)
cooperate with the Trustee and the Holders to effect



14









 




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 (iii) execute, and use its reasonable commercial efforts
to cause the Trustee to execute, all documents as may be required to effect such changes, and all
other forms and documents required to be filed with the SEC to enable the Indenture to be so
qualified in a timely manner;




               (O) in the case of a Shelf Registration, enter into agreements (including underwriting
agreements) and take all other customary and appropriate actions in order to expedite or facilitate
the disposition of such Registrable Securities and in such connection whether or not an
underwriting agreement is entered into and whether or not the registration is an underwritten
registration:




                    (i) make such representations and warranties to the Holders of such Registrable
Securities and the underwriters, if any, in form, substance and scope as has been
customarily made by the Company to underwriters in similar offerings of debt securities of
the Company;




                    (ii) obtain opinions of counsel of the Company and updates thereof (which counsel and
opinions (in form, scope and substance) shall be reasonably satisfactory to the managing
underwriters, if any, and the Holders of a majority in principal amount of the Registrable
Securities being sold) addressed to each selling Holder and the underwriters, if any,
covering the matters customarily covered in opinions requested in sales of securities or
underwritten offerings of the Company;




                    (iii) obtain “comfort” letters and updates thereof from the Company’s independent
certified public accountants (and, if necessary, any other independent certified public
accountants of any subsidiary of the Company or of any business acquired by the Company for
which financial statements are, or are required to be, included in the Registration
Statement) addressed to the underwriters, if any, and use reasonable efforts to have such
letter addressed to the selling Holders of Registrable Securities (to the extent consistent
with Statement on Auditing Standards No. 72 of the American Institute of Certified Public
Accounts), such letters to be in customary form and covering matters of the type
customarily covered in “comfort” letters to underwriters in connection with similar
underwritten offerings of the Company;




                    (iv) if an underwriting agreement is entered into, cause the same to set forth
indemnification provisions and procedures substantially equivalent to the indemnification
provisions and procedures set forth in Section 4 hereof with respect to the underwriters
and all other parties to be indemnified pursuant to said Section; and




                    (v) deliver such documents and certificates as may be reasonably requested and as are
customarily delivered in similar offerings to the Holders of a majority in principal amount
of the Registrable Securities being sold and the managing underwriters, if any; the above
shall be done at (i) the effectiveness of such Registration Statement (and each
post-effective amendment



15









 







thereto) and (ii) each closing under any underwriting or similar agreement as and to
the extent required thereunder;



               (P) in the case of a Shelf Registration or if a Prospectus is required to be delivered by any
Participating Broker-Dealer in the case of an Exchange Offer, make available for inspection by
representatives of the Holders of the Registrable Securities, any underwriters participating in any
disposition pursuant to a Shelf Registration Statement, any Participating Broker-Dealer and any
counsel or accountant retained by any of the foregoing, all financial and other records, pertinent
corporate documents and properties of the Company reasonably requested by any such persons, and
cause the respective officers, directors, employees and any other agents of the Company to supply
all information reasonably requested by any such representative, underwriter, special counsel or
accountant in connection with a Registration Statement, and make such representatives of the
Company available for discussion of such documents as shall be reasonably requested by the Initial
Purchasers in order to enable such persons to conduct a reasonable investigation within the meaning
of Section 11 of the 1933 Act; provided, however, that such persons shall first agree in writing
with the Company that any information that is reasonably and in good faith designated by the
Company in writing as confidential at the time of delivery of such information shall be kept
confidential by such persons, unless (i) disclosure of such information is required by court or
administrative order or is necessary to respond to inquiries of regulatory authorities, (ii)
disclosure of such information is required by law (including any disclosure requirements pursuant
to federal securities laws in connection with the filing of the Shelf Registration Statement or the
use of any Prospectus), (iii) such information becomes generally available to the public other than
as a result of a disclosure or failure to safeguard such information by such persons or (iv) such
information becomes available to such persons from a source other than the Company and its
subsidiaries and such source is not known by such persons to be bound by a confidentiality
agreement; and provided, further, in the case of making any such disclosure pursuant to (i) or (ii)
above, (A) prior to (or, if not practicable, within a reasonable amount of time thereafter) making
such disclosure, the disclosing person shall, if permitted by law and if practicable,
provide written notification to
the Company of the event or legal provision requiring such disclosure and the nature of the
information to be disclosed and (B) the disclosing person shall, at the Company’s expense, use all
commercially reasonable efforts to limit or prevent such disclosure; the foregoing inspection and
information gathering shall be coordinated by (x) the managing underwriter in connection with any
underwritten offering pursuant to a Shelf Registration, (y) the Holder or Holders designated by the
participating Majority Holders in connection with any non-underwritten offering pursuant to a Shelf
Registration or (z) the Participating Broker-Dealer holding the largest amount of Registrable
Securities in the case of use of a Prospectus included in the Exchange Offer Registration
Statement, together with one counsel designated by and on behalf of such persons;



               (Q) (i) in the case of an Exchange Offer Registration Statement, within a reasonable time
prior to the filing of any Exchange Offer Registration Statement, any Prospectus forming a part
thereof, any amendment to an Exchange Offer Registration Statement or amendment or supplement to
such Prospectus, provide copies of such document to the Initial Purchasers and Dealer Managers and
to counsel to the Holders of Registrable Securities and make such changes in any such document
prior to the filing



16









 




thereof as the Initial Purchasers or Dealer Managers or counsel to the Holders of Registrable
Securities may reasonably request and, except as otherwise required by applicable law, not file any
such document in a form to which the Initial Purchasers and Dealer Managers on behalf of the
Holders of Registrable Securities and counsel to the Holders of Registrable Securities shall not
have previously been advised and furnished a copy of or to which the Initial Purchasers or Dealer
Managers on behalf of the Holders of Registrable Securities or counsel to the Holders of
Registrable Securities shall reasonably object (which objection shall be made within a reasonable
period of time), and make the representatives of the Company available for discussion of such
documents as shall be reasonably requested by the Initial Purchasers or Dealer Managers; and (ii)
in the case of a Shelf Registration, a reasonable time prior to filing any Shelf Registration
Statement, any Prospectus forming a part thereof, any amendment to such Shelf Registration
Statement or amendment or supplement to such Prospectus, provide copies of such document to the
Holders of Registrable Securities participating in the Shelf Registration Statement, to the Initial
Purchasers and Dealer Managers, to counsel for the Holders and to the underwriter or underwriters
of an underwritten offering of Registrable Securities, if any, make such changes in any such
document prior to the filing thereof as the Initial Purchasers or Dealer Managers, the counsel to
the Holders or the underwriter or underwriters reasonably request and not file any such document in
a form to which the Initial Purchasers and Dealer Managers on behalf of the Holders of Registrable
Securities, counsel for the Holders of Registrable Securities or any underwriter shall not have
previously been advised and furnished a copy of or to which the Initial Purchasers or Dealer
Managers on behalf of the Holders of Registrable Securities, counsel to the Holders of Registrable
Securities or any underwriter shall reasonably object (which objection shall be made within a
reasonable period of time), and make the representatives of the Company available for discussion of
such document as shall be reasonably requested by the Initial Purchasers or Dealer Managers on
behalf of such Holders, counsel for the Holders of Registrable Securities or any underwriter;




               (R) use its reasonable commercial efforts to (a) if the Securities have been rated prior to
the initial sale of such Securities, confirm such ratings will apply to the Securities covered by a
Registration Statement, or (b) if the Securities were not previously rated, cause the Securities
covered by a Registration Statement to be rated with the appropriate rating agencies, if so
requested by Holders of a majority in aggregate principal amount of Securities covered by such
Registration Statement, or by the managing underwriters, if any.



               (S) otherwise comply with all applicable rules and regulations of the SEC and make available
to its security holders, as soon as reasonably practicable, an earnings statement covering at least
12 months which shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158
thereunder;



               (T) cooperate and assist in any filings required to be made with FINRA and, in the case of a
Shelf Registration, in the performance of any due diligence investigation by any underwriter and
its counsel (including any “qualified independent underwriter” that is required to be retained in
accordance with the rules and regulations of FINRA); and



17









 





               (U) upon consummation of an Exchange Offer, obtain a customary opinion of counsel to the
Company addressed to the Trustee for the benefit of all Holders of Registrable Securities
participating in the Exchange Offer, and which includes an opinion substantially to the effect that
(i) the Company has duly authorized, executed and delivered the Exchange Securities and the related
supplemental indenture and (ii) each of the Exchange Securities and related indenture constitute a
legal, valid and binding obligation of the Company, enforceable against the Company in accordance
with its respective terms (with customary exceptions).


In the case of a Shelf Registration Statement, the Company may (as a condition to such Holder’s
participation in the Shelf Registration) require each Holder of Registrable Securities to furnish
to the Company such information regarding the Holder and the proposed distribution by such Holder
of such Registrable Securities as the Company may from time to time reasonably require for
inclusion in the Shelf Registration Statement and request in writing.




     In the case of a Shelf Registration Statement, each Holder agrees, and in the case of the
Exchange Offer Registration Statement, each Participating Broker-Dealer agrees, that, upon receipt
of any notice from the Company of (a) the happening of any event or the discovery of any facts,
each of the kind described in Sections 3(F)(ii), (iii) or (v) hereof or (b) the Company’s
determination, in its reasonable judgment, upon advice of counsel, that the continued effectiveness
and use of the Shelf Registration Statement or the Prospectus included in the Shelf Registration
Statement or the Exchange Offer Registration Statement would (x) require the disclosure of material
information, which the Company has a bona fide business reason for preserving as confidential, or
(y) interfere with any financing, acquisition, corporate reorganization or other material
transaction involving the Company or any of its subsidiaries, such Holder or Participating
Broker-Dealer, as the case may be, will forthwith discontinue disposition of Registrable Securities
pursuant to such Registration Statement or Prospectus until the receipt by such Holder or
Participating Broker-Dealer, as the case may be, of either copies of the supplemented or amended
Prospectus contemplated by Section 3(L) hereof, and, if so directed by the Company, such Holder or
Participating Broker-Dealers will deliver to the Company (at its expense) all copies in its
possession of the Prospectus covering such Registrable Securities current at the time of receipt of
such notice, or notice in writing from the Company that such Holder or Participating Broker-Dealers
may resume disposition of Registrable Securities pursuant to such Registration Statement or
Prospectus. If the Company shall give any such notice described in clause (a) above to suspend the
disposition of Registrable Securities pursuant to a Registration Statement as a result of the
happening of any event or the discovery of any facts, each of the kind described in Section
3(F)(ii), (iii) and (v) hereof, the Company shall be deemed to have used its reasonable commercial
efforts to keep such Registration Statement effective during such Suspension Period provided that
the Company shall use its reasonable commercial efforts to file and have declared effective (if an
amendment) as soon as practicable an amendment or supplement to such Registration Statement. The
Company shall extend the period during which such Registration Statement shall be maintained
effective or the Prospectus used pursuant to this Agreement by the number of days during the period
from and including the date of the giving of the notice described in clauses (a) and (b) above to
and including the date when the Holders or Participating Broker-Dealers



18









 




shall have received copies of the supplemented or amended Prospectus necessary to resume such
dispositions or notification that they may resume such disposition under an existing Prospectus.




     If any of the Registrable Securities covered by any Shelf Registration Statement are to be
sold in an underwritten offering, the underwriter or underwriters and manager or managers that will
manage such offering will be selected by the Majority Holders of such Registrable Securities
included in such offering and shall be reasonably acceptable to the Company. No Holder of
Registrable Securities may participate in any underwritten registration hereunder unless such
Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in any
underwriting arrangements approved by the persons entitled hereunder to approve such arrangements
and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting arrangements.



     4. Indemnification; Contribution.



               (A) In the event of a Shelf Registration Statement or in connection with any prospectus
delivery pursuant to an Exchange Offer Registration Statement by an Initial Purchaser or
Participating Broker-Dealer, the Company agrees to indemnify and hold harmless the Initial
Purchasers, their respective affiliates, each Holder, each Participating Broker-Dealer and each
Person who participates as an underwriter (any such Person being an “Underwriter”) and each Person,
if any, who controls any Initial Purchaser, Dealer Manager, Holder, Participating Broker-Dealer or
Underwriter within the meaning of the 1933 Act or the 1934 Act (collectively, the “Section 4
Persons”), against any losses, claims, damages, liabilities or expenses (including the reasonable
cost of investigating and defending against any claims therefore and counsel fees incurred in
connection therewith as such expenses are incurred), joint or several, which may be based upon
either the 1933 Act, or the 1934 Act, or any other statute or at common law, on the ground or
alleged ground that any Registration Statement (or any amendment or supplement thereto) pursuant to
which Exchange Securities or Registrable Securities were registered under the 1933 Act or any
Prospectus included therein (or any amendment or supplement thereto) includes or allegedly includes
an untrue statement of material fact or omits to state a material fact required to be stated
therein or necessary in order to make the statements therein not misleading, unless such statement
or omission was made in reliance upon, and in conformity with, written information furnished to the
Company by any such Section 4 Person specifically for use in the preparation thereof; provided that
in no case is the Company to be liable with respect to any claims made against any Section 4 Person
unless such Section 4 Person shall have notified the Company in writing within a reasonable time
after the summons or other first legal process giving information of the nature of the claim shall
have been served upon such Section 4 Person, but failure to notify the Company of any such claim
(i) shall not relieve the Company from liability under this paragraph unless and to the extent the
Company did not otherwise learn of such claim and such failure results in the forfeiture by the
Company of substantial rights and defenses and (ii) shall not relieve the Company from any
liability which it may have to such Section 4 Person otherwise than on account of the indemnity
agreement contained in this paragraph.



19









 





     The Company will be entitled to participate at its own expense in the defense, or, if it so
elects, to assume the defense of any suit brought to enforce any such liability, but, if the
Company elects to assume the defense, such defense shall be conducted by counsel chosen by it;
provided, however, that such counsel shall be reasonably satisfactory to such Section 4 Persons.
In the event that the Company elects to assume the defense of any such suit and retains such
counsel, each Section 4 Person may retain additional counsel but shall bear the fees and expenses
of such counsel unless (i) the Company shall have specifically authorized the retaining of such
counsel or (ii) the parties to such suit include the Section 4 Person and the Section 4 Persons and
the Company have been advised by such counsel that one or more legal defenses may be available to
it or them which may not be available to the Company, in which case the Company shall not be
entitled to assume the defense of such suit on behalf of such Section 4 Person, notwithstanding its
obligation to bear the reasonable fees and expenses of such counsel, it being understood, however,
that the Company shall not, in connection with any one such suit or proceeding or separate but
substantially similar or related actions or proceedings 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 (and not more than one local counsel) at any time for all such
Section 4 Persons, which firm shall be designated in writing by the Initial Purchasers and Dealer
Managers. The Company shall not be liable to indemnify any Person for any settlement of any such
claim effected without the Company’s prior written consent, which consent shall not be unreasonably
withheld. The Company shall not, without the prior written consent of the Section 4 Person, effect
any settlement, compromise or consent to the entry of judgment in any pending or threatened action,
suit or proceeding in respect of which any Section 4 Person is or could have been a party and
indemnity was or could have been sought hereunder by such Section 4 Person, unless such settlement,
compromise or consent (x) includes an unconditional release of such Section 4 Person from all
liability on claims that are the subject matter of such action, suit or proceeding and (y) does not
include a statement as to or an admission of fault, culpability or failure to act by or on behalf
of any Section 4 Person. This indemnity agreement will be in addition to any liability, which the
Company might otherwise have.



               (B) Each Section 4 Person agrees severally and not jointly to indemnify and hold harmless the
Company, each of the Company’s directors, each of the Company’s officers who have signed the
Registration Statement and each person, if any, who controls the Company within the meaning of the
1933 Act or the 1934 Act, against any losses, claims, damages, liabilities or expenses (including
the reasonable cost of investigating and defending against any claims therefor and counsel fees
incurred in connection therewith as such expenses are incurred), joint or several, which may be
based upon the 1933 Act, or any other statute or at common law, on the ground or alleged ground
that any Registration Statement (or any amendment or supplement thereto) pursuant to which Exchange
Securities or Registrable Securities were registered under the 1933 Act or any Prospectus included
therein (or any amendment or supplement thereto) includes or allegedly includes an untrue statement
of a material fact or omits to state a material fact required to be stated therein or necessary in
order to make the statements therein not misleading, but only insofar as any such statement or
omission was made in reliance upon, and in conformity with, written information furnished to the
Company by such Section 4 Person specifically for use in the preparation thereof;



20









 




provided that in no case is such Section 4 Person to be liable with respect to any claims made
against the Company or any such director, officer or controlling person unless the Company or any
such director, officer or controlling person shall have notified such Section 4 Person in writing
within a reasonable time after the summons or other first legal process giving information of the
nature of the claim shall have been served upon the Company or any such director, officer or
controlling person, but failure to notify such Section 4 Person of any such claim (i) shall not
relieve such Section 4 Person from liability under this paragraph unless and to the extent such
Section 4 Person did not otherwise learn of such action and such failure results in the forfeiture
by such Section 4 Person of substantial rights and defenses and (ii) shall not relieve such Section
4 Person from any liability which it may have to the Company or any such director, officer or
controlling person otherwise than on account of the indemnity agreement contained in this
paragraph.




     Such Section 4 Person will be entitled to participate at its own expense in the defense, or,
if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if
such Section 4 Person elects to assume the defense, such defense shall be conducted by counsel
chosen by it. In the event that such Section 4 Person elects to assume the defense of any such
suit and retain such counsel, the Company or such director, officer or controlling person,
defendant or defendants in the suit, may retain additional counsel but shall bear the fees and
expenses of such counsel unless (i) such Section 4 Person shall have specifically authorized the
retaining of such counsel or (ii) the parties to such suit include the Company or any such
director, officer or controlling person and such Section 4 Person and the Company or such director,
officer or controlling person have been advised by such counsel that one or more legal defenses may
be available to it or them which may not be available to such Section 4 Person, in which case such
Section 4 Person shall not be entitled to assume the defense of such suit on behalf of the Company
or such director, officer or controlling person, notwithstanding its obligation to bear the
reasonable fees and expenses of such counsel, it being understood, however, that such Section 4
Person shall not, in connection with any one such suit or proceeding or separate but substantially
similar or related actions or proceedings 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 a
separate firm of attorneys (and not more than one local counsel) at any time for all of the Company
and any such director, officer or controlling person, which firm shall be designated in writing by
the Company. Such Section 4 Person shall not be liable to indemnify any person for any settlement
of any such claim effected without such Section 4 Person’s prior written consent, which consent
shall not be unreasonably withheld. This indemnity agreement will be in addition to any liability
which such Section 4 Person might otherwise have.



               (C) If the indemnification provided for in this Section 4 is unavailable or insufficient to
hold harmless an indemnified party under subsections (A) or (B) above, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (A) or (B) above (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company on the one hand and the
Section 4 Persons on the other from the offering of the Securities or (ii) if the allocation
provided by clause (i)



21









 




above is not permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative fault of the
Company on the one hand and the Section 4 Person on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities as well as any other
relevant equitable considerations. The relative benefits of such indemnifying party and
indemnified party shall be determined by reference to the relative benefits received by the Company
from the initial offering and sale of the Securities, on the one hand, and by a holder from
receiving Registrable Securities or Exchange Securities registered under the Securities Act, on the
other. The relative fault of the parties 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 the Section 4
Persons and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such untrue or alleged untrue statement or omission. The amount paid by an
indemnified party as a result of the losses, claims, damages or liabilities referred to in the
first sentence of this subsection (C) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating or defending any
action or claim which is the subject of this subsection (C).




     Notwithstanding the provisions of this Section 4(C), no Section 4 Person shall be required to
contribute any amount in excess of the amount by which the dollar amount of the proceeds received
by such Section 4 Person from the sale of any Registrable Securities (after deducting any fees,
discounts and commissions applicable thereto) exceeds the amount of any damages which such Section
4 Person has otherwise been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission, and no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Registrable Securities underwritten by
it and distributed to the public exceeds the amount of any damages which such Underwriter has
otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 1993 Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Section 4 Persons’ obligations in this subsection (C) to
contribute are several in proportion to the principal amount of Registrable Securities registered
or underwritten, as the case may be, by them and not joint.



     5. Miscellaneous.



          5.1. Rule 144 and Rule 144A. For so long as the Company is subject to the reporting
requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the
reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act
and the rules and regulations adopted by the SEC thereunder. If the Company ceases to be so
required to file such reports, the Company covenants that it will upon the request of any Holder of
Registrable Securities (A) make publicly available such information as is necessary to permit sales
pursuant to Rule 144 under the 1933 Act, (B) deliver such information to a prospective purchaser as
is necessary to permit sales pursuant to Rule 144A under the 1933 Act and (C) take such further
action that is reasonable in the circumstances, in each case, to the extent required from time to
time to






22









 







enable such Holder to sell its Registrable Securities without registration under the 1933 Act
within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule
may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended
from time to time or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the
request of any Holder of Registrable Securities, the Company will deliver to such Holder a written
statement as to whether it has complied with such requirements.




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




          5.3. Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given unless the Company has obtained the
written consent of Holders of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement, waiver or departure;
provided that in the event the Company increases the aggregate principal amount of, and issues
additional 2021 Notes or 2041 Notes, such additional Securities issued shall be deemed to be
included in the definition of Securities hereunder, and any initial purchasers named in any
purchase agreement executed in connection with such additional Securities issued shall be deemed to
be included in the definition of Initial Purchasers hereunder, and provided further that the
Company may amend, modify or supplement the provisions hereof to reflect the increase in the
aggregate principal amount of the Securities, including any modification of the Initial Purchasers
and any other changes deemed by the Company to be necessary, advisable or appropriate to reflect
such increase, without the written consent of the Holders to the extent such amendment,
modification or supplement does not have a material adverse effect on the Holders. Without the
consent of the Holder of each Security however, no modification may change the provisions relating
to the payment of Additional Interest.




          5.4. Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand delivery, registered first-class mail, telex,
telecopier, or any courier guaranteeing overnight delivery (a) if to a Holder, at the most current
address given by such Holder to the Company by means of a notice given in accordance with the
provisions of this Section 5.4, which address initially is the address set forth in the Purchase
Agreement with respect to the Initial Purchasers and the Dealer Manager Agreement with respect to
the Dealer Managers; and (b) if to the Company, initially at the Company’s address set forth in the
Purchase Agreement, and thereafter at such other address of which notice is given in accordance
with the provisions of this Section 5.4.







23









 








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



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



          5.5. Successor and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors, assigns and transferees of each of the parties, including, without
limitation and without the need for an express assignment, subsequent Holders; provided that
nothing herein shall be deemed to permit any assignment, transfer or other disposition of
Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture.




     If any transferee of any Holder shall acquire Registrable Securities, in any manner, whether
by operation of law or otherwise, such Registrable Securities shall be held subject to all of the
terms of this Agreement, and by taking and holding such Registrable Securities such person shall be
conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of
this Agreement, including the restrictions on resale set forth in this Agreement and, if
applicable, the Purchase Agreement, and such person shall be entitled to receive the benefits
hereof.



          5.6. Third Party Beneficiaries. The Initial Purchasers (even if the Initial
Purchasers are not Holders of Registrable Securities) and Dealer Managers (even if the Dealer
Managers are not Holders of Registrable Securities) shall be third party beneficiaries to the
agreements made hereunder between the Company, on the one hand, and the Holders, on the other hand,
and shall have the right to enforce such agreements directly to the extent they deem such
enforcement necessary or advisable to protect their rights or the rights of Holders hereunder.
Each Holder of Registrable Securities shall be a third party beneficiary to the agreements made
hereunder between the Company, on the one hand, and the Initial Purchasers and Dealer Managers, on
the other hand, and shall have the right to enforce such agreements directly to the extent it deems
such enforcement necessary or advisable to protect its rights hereunder.




          5.7. Specific Performance. Without limiting the remedies available to the Initial
Purchasers, the Dealer Managers and the Holders, the Company acknowledges that any failure by the
Company to comply with its obligations under Sections 2.1 through 2.4 hereof may result in material
irreparable injury to the Initial Purchasers, the Dealer Managers or the Holders for which there is
no adequate remedy at law, that it would not be possible to measure damages for such injuries
precisely and that, in the event of any such failure, the Initial Purchasers, the Dealer Managers
or any Holder may obtain such relief as may be required to specifically enforce the Company’s
obligations under Sections 2.1 through 2.4 hereof.




          5.8. Restriction on Resales. The Company will not, and will cause its “affiliates”
(as such term is defined in Rule 144(a)(1) under the 1933 Act) not to, resell






24









 







any Securities which are “restricted securities” (as such term is defined under Rule 144(a)(3)
under the 1933 Act) that have been reacquired by any of them except pursuant to an effective
registration statement under the 1933 Act or, in the case of such affiliates, pursuant to Rule 144.




          5.9. Counterparts. This Agreement may be executed in any number of counterparts and
by the parties hereto in separate counterparts, each of which when so executed shall be deemed to
be an original and all of which taken together shall constitute one and the same agreement.
Delivery of an executed signature page of this Agreement by facsimile or any other rapid
transmission device designed to produce a written record of the communication transmitted shall be
as effective as delivery of a manually executed counterpart thereof.




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




          5.11. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS
THEREOF.




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




          5.13. Entire Agreement. This Agreement, the Purchase Agreement and Dealer Manager
Agreement represent the entire agreement among the parties hereto with respect to the subject
matter hereof and supercedes and replaces any and all prior agreements and understandings, whether
oral or written, with respect thereto.







25









 








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



	 	 	 	 	 
	 	CENTERPOINT ENERGY RESOURCES CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




26









 





	 	 	 	 	 
	 	CONFIRMED AND ACCEPTED AS OF THE 

DATE FIRST ABOVE WRITTEN:

 	 
	 	 	 
	 	RBS Securities Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Merrill Lynch, Pierce, Fenner & Smith Incorporated

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	RBC Capital Markets, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SunTrust Robinson Humphrey, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	For Themselves and as Representative of the Initial Purchasers

 	 
	 	 	 
	 	 	 
	 	 	 
	 




27









 





	 	 	 	 	 

	Citigroup Global Markets Inc.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	Barclays Capital Inc.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	RBS Securities Inc.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	Mitsubishi UFJ Securities (USA), Inc.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	HSBC Securities (USA) Inc.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	Scotia Capital (USA) Inc.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






28









 





	 	 	 	 	 

	UBS Securities LLC	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






As Dealer Managers






29









 








ANNEX A




     Each broker-dealer that receives Exchange 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 Exchange 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 1933 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 Exchange 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, for a
period of 180 days after the expiration of the Exchange Offer (as defined herein), 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 Exchange 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 Exchange Securities. See “Plan of Distribution.”









 









 








ANNEX C




PLAN OF DISTRIBUTION




     Each broker-dealer that receives Exchange 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 Exchange 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 Exchange 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, for a period of 180 days after the
expiration of the Exchange Offer, 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 Exchange Securities may be required to deliver a
prospectus.1



     The Company will not receive any proceeds from any sale of Exchange Securities by
broker-dealers. Exchange 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 Exchange
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 or the purchasers of any such
Exchange Securities. Any broker-dealer that resells Exchange 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 Exchange Securities may be deemed to be an “underwriter” within the meaning of
the 1933 Act and any profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting compensation under the
1933 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 1933 Act.



     For a period of 180 days after the expiration of the Exchange Offer 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
Holders 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 1933 Act.





 




			
	1	 	This sentence is to be included to the extent
required by the General Rules and Regulations of the SEC. In addition, the
legend required by Item 502(b) of Regulation S-K will appear on the inside
front cover page of the Exchange Offer prospectus below the Table of Contents.




 









 










ANNEX D



[ ]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:
	 	 	 	 
	 

	 	 

	 	 






     If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged
in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is
a broker-dealer that will receive Exchange Securities for its own account in exchange for
Securities that were acquired as a result of market-making activities or other trading activities,
it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange
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 1933 Act.