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                                                                   EXHIBIT 4.5.5

                          REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement (this "Agreement") is made and
entered into this 27th day of May, 2003 among CenterPoint Energy, Inc., a Texas
corporation (the "Company"), Citigroup Global Markets Inc., Deutsche Bank
Securities Inc. and Wachovia Securities, Inc., as representatives (the
"Representatives") of the initial purchasers (the "Initial Purchasers") listed
on Schedule I to the Purchase Agreement (defined below).

         This Agreement is made pursuant to the Purchase Agreement dated May 21,
2003, among the Company and the Initial Purchasers (the "Purchase Agreement"),
which provides for the sale by the Company to the Initial Purchasers of an
aggregate of $200,000,000 principal amount of the Company's 5.875% Senior Notes
due 2008 (the "2008 Securities") and an aggregate of $200,000,000 principal
amount of the Company's 6.850% Senior Notes due 2015 (the "2015 Securities" and
together with the 2008 Securities, the "Securities"). In order to induce the
Initial Purchasers to enter into the Purchase Agreement, the Company has agreed
to provide to the Initial Purchasers and their direct and indirect transferees
the registration rights set forth in this Agreement. The execution and delivery
of this Agreement is a condition to the closing under the Purchase Agreement.

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

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

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

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

                  "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.

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

                  "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.

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                  "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 an Initial Purchaser, 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 May 19, 2003
between the Company and JPMorgan Chase Bank, as trustee, as supplemented by a
Supplemental Indenture No. 2, dated as of May 27, 2003, 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 have the
meaning set forth in the preamble.

                  "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 the 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

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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 have the meaning set forth in the
preamble.

                  "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 or may be sold pursuant to
Rule 144(k) (or any similar provision then in force, but not Rule 144A) 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 National
Association of Securities Dealers, Inc. ("NASD") 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 the NASD, (ii) all fees and expenses incurred in connection with
compliance with state securities or blue sky laws and compliance with the rules
of the NASD (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 the NASD),
(iii) all expenses of any Persons in preparing or assisting in preparing, word
processing, printing and distributing any Registration Statement, any
Prospectus, any amendments or supplements thereto, any underwriting agreements,
securities sales agreements and other documents relating to the performance of
and compliance with this Agreement, (iv) all 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 Representatives 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.

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                  "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 have the meaning set forth in the preamble.

                  "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.

                  "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 the Exchange Offer Registration Statement not later than 180
days following the original issuance of the Securities with respect to a
proposed 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 270 days of the original issuance
of the Securities, (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 315 days following the original issuance
of the Securities. 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:

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                  (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;

                  (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 (i) 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 and (ii) 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)      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

                  (G)      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

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         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 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 of the names and addresses
of the Holders to whom the Exchange Offer is made, and the Initial Purchasers
shall have the right, subject to applicable 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

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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 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 within 315 days
after the original issuance of the Securities or (C) an Initial Purchaser
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 345 days after the original issuance
         of the Securities, 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 for a
         period of two years from the date of the original issuance of the
         Securities (plus the number of days in any Suspension Period), or until
         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 last
         paragraph of Section 2.1 or by

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<PAGE>

         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)      An Exchange Offer Registration Statement pursuant to
         Section 2.1 hereof or a Shelf Registration Statement pursuant to
         Section 2.2 hereof will not be deemed to have become effective unless
         it has been declared effective by the SEC; provided, however, that if,
         after it has been declared effective, the offering of Registrable
         Securities pursuant to 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 180th day
following the date of original issuance of the Securities, (B) the Exchange
Offer Registration Statement is not declared effective on or prior to the 270th
calendar day following the date of original issuance of the Securities, (C) the
Exchange Offer is not consummated or a Shelf Registration Statement is not
declared effective, in either case, on or prior to the 315th calendar day
following the date of original issuance of the Securities 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 last 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 270th
calendar day following the original issuance of the Securities 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 315th day following the
date of original issuance of the Securities. 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.

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         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 last 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 to them 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 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

                                       10

<PAGE>

         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
         under a 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 as provided in Section 3(G)
         hereof 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
         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)      (1) in the case of the Exchange Offer Registration
         Statement (a) include in the Exchange Offer Registration Statement a
         section entitled "Plan of Distribution,"

                                       11

<PAGE>

         which section shall be reasonably acceptable to the Representatives 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; and (2) in the case of any Exchange
         Offer Registration Statement, the Company agrees to deliver to any
         Participating Broker-Dealers upon the effectiveness of the Exchange
         Offer Registration Statement (a) an opinion of counsel or opinions of
         counsel substantially in the form attached hereto as Annex E, (b)
         officers' certificates substantially in the form customarily delivered
         by the Company in its public offerings of debt securities and (c) a
         comfort letter or comfort letters in customary form to the extent
         permitted by Statement on Auditing Standards No. 72 of the American
         Institute of Certified Public Accountants (or if such a comfort letter
         is not permitted, an agreed upon procedures letter in customary form)
         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) at least as broad in scope and coverage as
         the

                                       12

<PAGE>

         comfort letter or comfort letters delivered to the Initial Purchasers
         in connection with the initial sale of the Securities to the Initial
         Purchasers;

                  (H)      (i) in the case of an Exchange Offer, furnish counsel
         for the Initial Purchasers 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;

                  (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;

                                       13

<PAGE>

                  (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 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 "cold 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 "cold comfort" letters to underwriters
                  in connection with similar underwritten offerings of the
                  Company;

                                       14

<PAGE>

                           (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 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, that 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 nonunderwritten
         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;

                                       15

<PAGE>

                  (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 to counsel to the Holders of Registrable
         Securities and make such changes in any such document prior to the
         filing thereof as the Initial Purchasers 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 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 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; 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, to the Initial Purchasers, 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, the counsel to
         the Holders or the underwriter or underwriters reasonably request and
         not file any such document in a form to which the Majority Holders, the
         Initial Purchasers 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 Majority Holders, the Initial Purchasers 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 Holders of
         Registrable Securities, the Initial Purchasers 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;

                                       16

<PAGE>

                  (T)      cooperate and assist in any filings required to be
         made with the NASD 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
         the NASD); and

                  (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

                                       17

<PAGE>

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 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, each
Holder, each Participating Broker-Dealer, each Person who participates as an
underwriter (any such Person being an "Underwriter") and each Person, if any,
who controls any Initial Purchaser, Holder, Participating Broker-Dealer or
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
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) included or allegedly included an untrue statement of material fact or
omitted 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 shall not relieve it from any liability
which it may have to such Section 4 Person otherwise than on account of the
indemnity agreement contained in this paragraph; and provided, further, that the
foregoing indemnity with respect to any Prospectus, including any preliminary
prospectus or preliminary prospectus supplement, shall not inure to the benefit
of any Section 4 Person if a copy of the Prospectus (as amended or

                                       18

<PAGE>

supplemented, exclusive of the material incorporated by reference) had not been
sent or given by or on behalf of such Section 4 Person to the Person asserting
any such losses, claims, damages or liabilities concurrently with or prior to
delivery of the written confirmation of the sale of Exchange Securities or
Registrable Securities, as the case may be, to such Person and the untrue
statement or omission of a material fact contained in any such Prospectus was
corrected in the Prospectus (as amended or supplemented) if the Company had
previously furnished copies thereof to such Section 4 Persons.

         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. 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 or Section 4 Persons and such persons 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 at any
time for all such Section 4 Persons, which firm shall be designated in writing
by the Initial Purchasers. 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. 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) included or
allegedly included an untrue statement of a material fact or omitted 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; 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

                                       19

<PAGE>

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 shall not
relieve it 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. Notwithstanding any other
provision of this subsection (B), with respect to any amount due to an
indemnified person under this subsection (B), such Section 4 Person shall not be
liable for any amount in excess of the amount by which the net proceeds received
by such Section 4 Person from the sale of Exchange Securities or Registrable
Securities pursuant to a Registration Statement exceeds the amount of 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.

         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, trustee or controlling person and such Section 4 Person and
the Company or such director, officer, trustee 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, trustee 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 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. 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 (or actions in respect thereof) referred to in
subsection (A) or (B) above in such proportion as is appropriate to reflect the
relative fault of the indemnifying party or parties on the one hand and the
indemnified party on the other in connection with the statements or omissions
that resulted in such losses, claims, damages or liabilities (or actions in
respect thereof) as well as any other relevant equitable considerations. 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 on the one hand or such Holder or such other indemnified
party, as the case may be, on the other, and the parties' relative

                                       20

<PAGE>

intent, knowledge, access to information and opportunity to correct or prevent
such 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 any other provision of this subsection (C), the Holders of the
Securities and the Exchange Securities shall not be required to contribute any
amount in excess of the amount by which the net proceeds received by such
Holders from the sale of such securities pursuant to a Registration Statement
exceeds the amount of damages which such Holders have otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. The obligations of the Holders of the Securities and Exchange
Securities in this subsection (C) to contribute are several in proportion to the
net proceeds received from the sale of such securities by such Holder and not
joint. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. For purposes of this
subsection (C), each person, if any, who controls such indemnified party within
the meaning of the 1933 Act or the 1934 Act shall have the same rights to
contribution as such indemnified party and each person, if any, who controls the
Company within the meaning of the 1933 Act or the 1934 Act shall have the same
rights to contribution as the Company.

         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 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.

                                       21

<PAGE>

                  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 2008
Securities or 2015 Securities pursuant to Section 202 of the Supplemental
Indenture No. 2 dated May 27, 2003, such additional 2008 Securities or 2015
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 2008 Securities or 2015 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 (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.

         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

                                       22

<PAGE>

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) 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, 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 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 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 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. Until the expiration of two
years after the original issuance of the Securities, 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 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 and shall immediately upon any purchase of any such
Securities submit such Securities to the Trustee for cancellation.

                  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.

                  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,

                                       23

<PAGE>

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 and the Purchase
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.

                                       24

<PAGE>

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

                                                     CENTERPOINT ENERGY, INC.

                                                     By:  /s/ MARC KILBRIDE
                                                        ------------------------
                                                         Name:  Marc Kilbride
                                                         Title: Vice President
                                                                and Treasurer
CONFIRMED AND ACCEPTED
AS OF THE DATE FIRST ABOVE WRITTEN:

CITIGROUP GLOBAL MARKETS INC., for itself and
as a representative of the Initial Purchasers

By:  /s/ SCOTT SANDERS
   -----------------------------------------------
   Name:  Scott Sanders
   Title: Director

DEUTSCHE BANK SECURITIES INC., for itself and
as a representative of the Initial Purchasers

By:  /s/ CHARLES W. CHIGAS
   -----------------------------------------------
   Name:  Charles W. Chigas
   Title: Managing Director

By:  /s/ BEN SMILCHENSKY
   -----------------------------------------------
   Name:  Ben Smilchensky
   Title: Director

WACHOVIA SECURITIES, INC., for itself and
as a representative of the Initial Purchasers

By:  /s/ KEITH MAUNEY
   -----------------------------------------------
   Name:  Keith Mauney
   Title: Managing Director

                                       25

<PAGE>

                                                                         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 Date (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."

<PAGE>

                                                                         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."

                                       2

<PAGE>

                                                                         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 Date, it will make this
Prospectus, as amended or supplemented, available to any broker-dealer for use
in connection with any such resale. In addition, until, 200, 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 Date the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
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) 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.

                                       3

<PAGE>

                                                                         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.

                                       4

<PAGE>

                                                                         ANNEX E

                           FORM OF OPINION OF COUNSEL

         The Indenture has been duly qualified under the Trust Indenture Act of
1939, as amended.

         The Registration Statement has become effective under the 1933 Act,
and, to the best of our knowledge, no stop order suspending the effectiveness of
the Registration Statement or any part thereof has been issued and no
proceedings for that purpose have been instituted and are pending or are
threatened by the SEC under the 1933 Act.

         The Exchange Offer Registration Statement and the Prospectus (except
for (A) the financial statements, including the notes and schedules, if any
thereto (except to the extent such notes describe legal and governmental
proceedings to which the Company is a party and are incorporated by reference
into one or more items of a report that is incorporated by reference or included
in therein other than an item that requires financial statements to be provided)
or the auditor's reports on the audited portions thereof, (B) the other
accounting, financial and related statistical data, and (C) the exhibits
thereto, as to which we have not been asked to comment) comply as to form in all
material respects with the applicable requirements of the 1933 Act and the
applicable rules and regulations promulgated under the 1933 Act.

         We have participated in conferences with certain officers and other
representatives of the Company, representatives of the independent public
accountants of the Company, representatives of the [Initial Purchasers]
[Holders] and counsel for the [Initial Purchasers] [Holders], at which the
contents of the Registration Statement and the Prospectus and related matters
were discussed. Although we have not undertaken to determine independently, and
do not assume any responsibility for, the accuracy, completeness or fairness of
the statements contained in or incorporated by reference in the Registration
Statement or the Prospectus, we advise you that, on the basis of the foregoing
(relying as to materiality to a large extent upon statements and other
representations of officers and other representatives of the Company), no facts
have come to our attention that lead us to believe that the Registration
Statement and any amendment made thereto prior to the date hereof (except for
(A) the financial statements, including the notes and schedules, if any thereto
(except to the extent such notes describe legal and governmental proceedings to
which the Company is a party and are incorporated by reference into one or more
items of a report that is incorporated by reference or included in the
Registration Statement or the Prospectus other than an item that requires
financial statements to be provided) or the auditor's reports on the audited
portions thereof, (B) the other accounting, financial and related statistical
data, and (C) the exhibits thereto, as to which we have not been asked to
comment), as of the time the Registration Statement became effective or such
amendment was filed, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, or that the Prospectus, and any
amendment or supplement thereto made prior to the date hereof (except for (A)
the financial

<PAGE>

statements, including the notes and schedules, if any thereto (except to the
extent such notes describe legal and governmental proceedings to which the
Company is a party and are incorporated by reference into one or more items of a
report that is incorporated by reference or included in the Registration
Statement or Prospectus other than an item that requires financial statements to
be provided) or the auditor's reports on the audited portions thereof, (B) the
other accounting, financial and related statistical data, and (C) the exhibits
thereto, as to which we have not been asked to comment), as of the date of the
Prospectus or such amendment or supplement contained any untrue statement of a
material fact or omitted to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading.

                                        2