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EXHIBIT 4.2




REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated September 13, 2010, is
made between ONCOR ELECTRIC DELIVERY COMPANY LLC (the “Company”) and Barclays Capital Inc.,
Citigroup Global Markets Inc., Banc of America Securities LLC and Credit Suisse Securities (USA)
LLC, as representatives of the Initial Purchasers (collectively, the “Representatives,” and
each a “Representative”).



     This Agreement is made pursuant to the Purchase Agreement dated September 8, 2010 (the
“Purchase Agreement”), between the Company, as issuer, and the Representatives, as
representatives of the Initial Purchasers, which provides for, among other things, the several
sales by the Company to the Initial Purchasers of $475,000,000 principal amount of the Company’s
5.25% Senior Secured Notes due 2040 (the “Notes”). In order to induce the Initial
Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the Initial
Purchasers and the Initial Purchasers’ 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:



     “Additional Interest” shall mean any interest payable pursuant to Section 2(e) hereof.



     “Additional Interest Rate” shall have the meaning set forth in Section 2(e) hereof.



     “Advice” shall have the meaning set forth in the last paragraph of Section 3 hereof.



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



     “Applicable Period” shall have the meaning set forth in Section 3(t) hereof.



     “Business Day” shall mean a day other than (i) a Saturday or a Sunday, (ii) a day on
which banks in New York, New York are authorized or obligated by law or executive order to remain
closed or (iii) a day on which the Trustee’s principal corporate trust office is closed for
business.



     “Company” shall have the meaning set forth in the preamble to this Agreement.



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



     “Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.



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



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



     “Exchange Notes” shall mean the 5.25% Senior Secured Notes due 2040 containing terms
identical to the Notes (except that the Exchange Notes will not contain registration rights or
terms with respect to transfer restrictions under the Securities Act and will not provide for any
Additional Interest to be payable with respect thereto).



     “Exchange Offer” shall mean the offer by the Company to the Holders to exchange the
Registrable Securities for a like principal amount of Exchange Notes pursuant to Section 2(a)
hereof.



     “Exchange Offer Registration” shall mean a registration under the Securities Act
effected pursuant to Section 2(a) 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, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference therein.



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



     “FINRA” shall mean Financial Industry Regulatory Authority, Inc.



     “Holders” shall mean the Initial Purchasers, for so long as they own beneficial
interests in any Registrable Securities, and each of their respective successors, assigns and
direct and indirect transferees who become registered owners of Registrable Securities under the
Indenture.



     “Indemnified Party” shall have the meaning set forth in Section 4(a) hereof.



     “Indenture” shall mean the Indenture (For Unsecured Debt Securities) relating to the
Notes and the Exchange Notes dated as of August 1, 2002 between the Company, as issuer, and The
Bank of New York Mellon, as Trustee, as the same may be amended from time to time in accordance
with the terms thereof.



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



     “Inspectors” shall have the meaning set forth in Section 3(n) hereof.



     “Issue Date” shall mean the date of original issuance of the Notes.



     “Majority Holders” shall mean the Holders of a majority of the aggregate principal
amount of applicable outstanding Notes.



     “Notes” shall have the meaning set forth in the preamble of this Agreement.



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



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     “Participating Broker-Dealer” shall have the meaning set forth in Section 3(t) hereof.



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



     “Prospectus” shall mean the prospectus included in a Registration Statement, including
any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus
supplement, including a prospectus supplement with respect to the terms of the offering of any
portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other
amendments and supplements to 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 of this
Agreement.



     “Records” shall have the meaning set forth in Section 3(n) hereof.



     “Registrable Securities” shall mean the Notes; provided, however, that the Notes shall
cease to be Registrable Securities when (i) a Registration Statement with respect to the Notes
shall have been declared effective under the Securities Act and the Notes shall have been disposed
of pursuant to such Registration Statement, (ii) the Notes shall have been sold to the public
pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the
Securities Act, (iii) the Notes shall have ceased to be outstanding, (iv) the Notes offered for
exchange shall have been exchanged for Exchange Notes upon consummation of the Exchange Offer and
are thereafter freely tradable by the holder thereof (other than an affiliate of the Company) or
(v) two years have elapsed since the date of original issuances of the Notes.



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



     “Registration Expenses” shall mean any and all expenses incident to the performance of
or the compliance by the Company with this Agreement, including, without limitation: (i) all SEC
or FINRA registration and filing fees; (ii) all fees and expenses incurred in connection with
compliance with state securities or blue sky laws (including reasonable fees and disbursements of
counsel for any underwriters or Holders in connection with blue sky qualification of any of the
Exchange Notes or Registrable Securities) and compliance with the rules of FINRA, (iii) all
expenses of any Persons in preparing or assisting in preparing, word processing, printing and
distributing any Registration Statement, any Prospectus and any amendments or supplements thereto,
and in preparing or assisting in preparing, printing and distributing any Registration Statement,
any Prospectus and any amendments or supplements thereto, and in preparing or assisting in
preparing, printing and distributing any underwriting agreements, securities sales agreements and
other documents relating to the performance of and compliance with this Agreement, (iv) all rating
agency fees, (v) the fees and disbursements of counsel for the Company, of one counsel for the
Holders collectively hereunder in connection with the Exchange Offer, and of the independent
certified public accountants of the Company, including the expenses of any “cold comfort” letters
required by or incident to such performance and compliance, (vi) the fees and expenses of the
Trustee, and any paying agent, exchange agent or



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custodian, (vii) all fees and expenses incurred in connection with the listing, if any, of any
of the Registrable Securities or the Exchange Notes on any securities exchange or exchanges and
(viii) the reasonable fees and expenses of any special experts retained by the Company in
connection with any Registration Statement.



     “Registration Statement” shall mean any registration statement of the Company that
covers any of the Exchange Notes 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.



     “Representative” shall have the meaning set forth in the preamble of this Agreement.



     “SEC” shall mean the Securities and Exchange Commission.



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



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



     “Shelf Registration Statement” shall mean a “shelf” registration statement of the
Company pursuant to the provisions of Section 2(b) hereof which covers all of the Registrable
Securities (except Registrable Securities that the Holders thereof have elected not to include in
such registration statement), on an appropriate form under Rule 415 under the Securities 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 from time to time.



     “Trustee” shall mean The Bank of New York Mellon, and any successor thereto, as
trustee under the Indenture.



     2. Registration Under the Securities Act.



          (a) Exchange Offer.




          To the extent not prohibited by any applicable law or applicable interpretation of the staff
of the SEC, the Company shall, for the benefit of the Holders, at the Company’s cost, (i) cause to
be filed with the SEC an Exchange Offer Registration Statement on an appropriate form under the
Securities Act covering the Exchange Offer, (ii) use all commercially reasonable efforts to cause
such Exchange Offer Registration Statement to be declared effective under the Securities Act by the
SEC not later than the date which is 270 days after the Issue Date and (iii) promptly offer the
Exchange Notes in exchange for surrender of the Notes upon the effectiveness of the Exchange Offer
Registration Statement, and consummate the Exchange Offer within 315 days after the Issue Date.
Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly
commence the Exchange Offer, unless the Exchange Offer would not be permitted by applicable law or
applicable interpretation of the staff of the SEC, it being


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understood that the objective of such Exchange Offer is to enable each Holder electing to
exchange Registrable Securities for a like principal amount of Exchange Notes (of the respective
series) (assuming that such Holder is not an affiliate of the Company within the meaning of Rule
405 under the Securities Act and is not a broker-dealer tendering Registrable Securities acquired
directly from the Company for its own account, acquires the Exchange Notes in the ordinary course
of such Holder’s business and has no arrangements or understandings with any Person to participate
in the Exchange Offer for the purpose of distributing the Exchange Notes) (any Holder meeting all
such requirements, hereinafter an “Eligible Holder”), and to transfer such Exchange Notes
from and after their receipt without any limitations or restrictions under the Securities Act and
under state securities or blue sky laws.




          In connection with the Exchange Offer, the Company shall:





     (i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer
Registration Statement, together with an appropriate letter of transmittal and related
documents (together, the “Notice”);




     (ii) use all commercially reasonable efforts to 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”);




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




     (iv) permit Holders to withdraw, at any time prior to the close of business, New York
time, on the last Business Day of the Exchange Period, any Notes tendered for exchange by
sending to the institution specified in the Notice, a telegram, telex, facsimile
transmission or letter, received before aforesaid time, setting forth the name of such
Holder, the principal amount of Notes delivered for exchange, and a statement that such
Holder is withdrawing his election to have such Notes exchanged;




     (v) notify each Holder by means of the Notice that any Note not tendered by such Holder
in the Exchange Offer 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




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



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





     (i) accept for exchange all Notes or portions thereof tendered and not validly
withdrawn pursuant to the Exchange Offer;




     (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Notes or
portions thereof so accepted for exchange by the Company; and



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     (iii) issue, and cause the Trustee to promptly authenticate and deliver to the
Depositary (or if, the Exchange Notes are in certificated form, each Holder), Exchange Notes
of the series and equal in principal amount to the respective series and principal amount of
the Notes surrendered by such Holder.



          Interest on each Exchange Note issued pursuant to the Exchange Offer will accrue from the last
date on which interest was paid on the Note surrendered in exchange therefor or, if no interest has
been paid on such Note, from the Issue Date. To the extent not prohibited by any law or applicable
interpretation of the staff of the SEC, the Company shall use all commercially reasonable efforts
to complete the Exchange Offer as provided above. The Exchange Offer shall not be subject to any
conditions, other than that the Exchange Offer does not violate applicable law or any applicable
interpretation of the staff of the SEC and that each Holder tendering Notes for exchange shall be
an Eligible Holder. Each Holder of Registrable Securities who wishes to exchange such Registrable
Securities for Exchange Notes in the Exchange Offer will be required to make certain customary
representations in connection therewith, including, without limitation, representations that (i) it
is not an affiliate of the Company, (ii) the Exchange Notes to be received by it were acquired in
the ordinary course of its business and (iii) at the time of the Exchange Offer, it has no
arrangement with any Person to participate in the distribution (within the meaning of the
Securities Act) of the Exchange Notes. Each Holder hereby acknowledges and agrees that any
Participating Broker-Dealer and any such Holder using the Exchange Offer to participate in a
distribution of the Exchange Notes: (1) could not under SEC policy as in effect on the date of
this Agreement rely on the position of the SEC enunciated in Brown & Wood LLP (available February
7, 1997), Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings
Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling
dated July 2, 1993, and similar no-action letters (including, without limitation, any no-action
letter obtained based on the representations in clause (i) above), and (2) must comply with the
registration and prospectus delivery requirements of the Securities Act in connection with the
secondary resale transaction and that such a secondary resale transaction should be covered by an
effective registration statement containing the selling security holder information required by
Item 507 and 508, as applicable, of Regulation S-K, the SEC standard instructions for filing forms
under the Securities Act, if the resales are of Exchange Notes obtained by such Holder in exchange
for Notes acquired by such Holder directly from the Company.




          Upon consummation of the Exchange Offer in accordance with this Section 2(a), the provisions
of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable
Securities that are Exchange Notes held by Participating Broker-Dealers, and the Company shall have
no further obligation to register the Registrable Securities (other than pursuant to Section
2(b)(iii)) pursuant to Section 2(b) of this Agreement.




          (b) Shelf Registration.




          In the event that (i) the Company is not permitted to effect the Exchange Offer because of any
change in law or in applicable interpretations of the staff of the SEC, (ii) for any other reason
the Exchange Offer is not consummated on or prior to 315 days after the Issue Date, (iii) any
Initial Purchaser so requests with respect to Notes not eligible to be exchanged for Exchange Notes
in the Exchange Offer, (iv) any Holder (other than a Participating Broker-






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Dealer) is not permitted by applicable law or interpretations of the staff of the SEC to
participate in the Exchange Offer or, in the case of any Holder (other than a Participating
Broker-Dealer) that participates in the Exchange Offer, such Holder does not receive freely
tradeable Exchange Notes on the date of the exchange and any such Holder so requests, or (v) the
Company so elects, the Company shall, for the benefit of the Holders, promptly deliver to the
Holders and the Trustee written notice thereof and, at its cost, use all commercially reasonable
efforts to have a Shelf Registration Statement covering continuous resales of the Notes or the
Exchange Notes, as the case may be, declared effective by the SEC within the later of (x) 180 days
after being required or requested to file a Shelf Registration Statement and (y) 270 days after the
Issue Date. No Holder of Registrable Securities shall be entitled to include any of its
Registrable Securities in any Shelf Registration Statement pursuant to this Agreement unless and
until such Holder agrees in writing to be bound by all of the provisions of this Agreement
applicable to such Holder and furnishes to the Company in writing, within 15 days after receipt of
a request therefor, such information as the Company may, after conferring with counsel with regard
to information relating to Holders that would be required by the SEC to be included in such Shelf
Registration Statement or Prospectus included therein, reasonably request for inclusion in any
Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf
Registration is being effected agrees promptly to furnish to the Company all information with
respect to such Holder necessary to make the information previously furnished to the Company by
such Holder not materially misleading.




          The Company agrees to use all commercially reasonable efforts to keep the Shelf Registration
Statement continuously effective for two years from the Issue Date (subject to extension pursuant
to the last paragraph of Section 3 hereof) or for such shorter period which will terminate when all
of the securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf
Registration Statement or cease to be Registrable Securities (the “Effectiveness Period”).
The Company shall not permit any securities other than Registrable Securities to be included in the
Shelf Registration. The Company will, in the event a Shelf Registration Statement is declared
effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part
of the Shelf Registration Statement and notify each such Holder when the Shelf Registration has
become effective. The Company further agrees, if necessary, to supplement or amend the Shelf
Registration Statement, if required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration Statement or by the Securities
Act or by any other rules and regulations thereunder for shelf registrations, and the Company
agrees to furnish to the Holders of Registrable Securities copies of any such supplement or
amendment promptly after its being used or filed with the SEC.




          (c) Expenses.




          The Company shall pay all Registration Expenses in connection with the registration pursuant
to Section 2(a) or 2(b) hereof. Except as provided herein, each Holder shall pay all expenses of
its counsel, 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.







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          (d) Effective Registration Statement.




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




          (e) Additional Interest.




          The Company will pay Additional Interest on the Notes if:





     (i) the Exchange Offer Registration Statement (or, if a change in law or in applicable
interpretations of the staff of the SEC does not permit the Company to effect an Exchange
Offer, the Shelf Registration Statement) is not declared effective by the SEC within 270
days after the Issue Date; or




     (ii) the Exchange Offer is not consummated within 315 days after the Issue Date (unless
the Company is not permitted to effect an Exchange Offer as specified in clause (i) above);
or




     (iii) the Shelf Registration Statement (except as specified in clause (i)) is not
declared effective by the SEC within the later of (x) 180 days after being requested to file
a Shelf Registration Statement and (y) 270 days after the Issue Date; or




     (iv) (A) after the Exchange Offer Registration Statement is declared effective, such
Registration Statement thereafter ceases to be effective at any time during the Exchange
Period or the Applicable Period, as the case may be, or (B) after the Shelf Registration
Statement has been declared effective, such Registration Statement ceases to be effective or
usable in connection with resales of Notes (other than after such time as all Notes have
been disposed of thereunder or otherwise cease to be Registrable Securities) (each such
event specified in (i) — (iv) of this Section 2(e), a “Registration Default”).


Additional Interest will accrue over and above the otherwise applicable interest rate on the Notes
and the Exchange Notes, as the case may be, from and including the date on which any such
Registration Default shall occur to but excluding the date on which all such Registration Defaults
have been cured, or if earlier, the date two years from the Issue Date, at the rate of 0.50% per






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annum (“Additional Interest Rate”); provided, however, that the Additional Interest Rate
may not exceed in the aggregate 0.50% per annum.




     Any amounts of Additional Interest due pursuant to Section 2(e) above will be payable in cash
on the relevant payment dates for the payment of interest on the Notes pursuant to the Indenture.



          (f) Specific Enforcement.




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




     3. Registration Procedures.



          In connection with the obligations of the Company with respect to the Registration Statements
pursuant to Sections 2(a) and 2(b) hereof, the Company shall:




          (a) prepare and file with the SEC a Registration Statement or Registration Statements as
prescribed by Sections 2(a) and 2(b) hereof within the relevant time period specified and on the
appropriate form(s) under the Securities Act, which form(s) (i) shall be selected by the Company,
(ii) shall, in the case of a Shelf Registration, be available for the sale of the Registrable
Securities by the selling Holders thereof and (iii) shall comply as to form in all material
respects with the requirements of the applicable form and include all financial statements required
by the SEC to be filed therewith; and use all commercially reasonable efforts to cause such
Registration Statement(s) to become effective and remain effective in accordance with Section 2
hereof; provided, however, that if (1) such filing is pursuant to Section 2(b), or (2) a Prospectus
contained in an Exchange Offer Registration Statement filed pursuant to Section 2(a) is required to
be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes, before filing any such Registration Statement or Prospectus or any amendments or supplements
thereto, the Company shall furnish to and afford the Holders of the Registrable Securities and each
such Participating Broker-Dealer, as the case may be, covered by such Registration Statement, their
counsel and the managing underwriters, if any, a reasonable opportunity to review copies of all
such documents (including copies of any documents to be incorporated by reference therein and all
exhibits thereto) proposed to be filed. The Company shall not file any Registration Statement or
Prospectus or any amendments or supplements thereto in respect of which the Holders must be
afforded an opportunity to review prior to the filing of such document if the Majority Holders or
such Participating Broker-Dealer, as the case may be, their counsel or the managing underwriters,
if any, shall reasonably object;




          (b) prepare and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement effective for the
Effectiveness Period or the Applicable Period, as the case may be,


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and cause each Prospectus to be supplemented, if so determined by the Company or requested by
the SEC, 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 Securities Act, and comply with the
provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated
thereunder applicable to it with respect to the disposition of all securities covered by each
Registration Statement during the Effectiveness Period or the Applicable Period, as the case may
be, in accordance with the intended method or methods of distribution by the selling Holders
thereof described in this Agreement (including sales by any Participating Broker-Dealer);




          (c) in the case of a Shelf Registration, (i) notify each Holder of Registrable Securities
included in the Shelf Registration Statement, at least three Business Days prior to filing, that a
Shelf Registration Statement with respect to the Registrable Securities is being filed and advise
such Holder that the distribution of Registrable Securities will be made in accordance with the
method selected by the Majority Holders, (ii) furnish to each Holder of Registrable Securities
included in the Shelf Registration Statement 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, in order to facilitate the public sale or other
disposition of the Registrable Securities, (iii) consent to the use of the Prospectus or any
amendment or supplement thereto by each of the selling Holders of Registrable Securities included
in the Shelf Registration Statement in connection with the offering and sale of the Registrable
Securities covered by the Prospectus or any amendment or supplement thereto and (iv) furnish to
each Holder of Registrable Securities either a summary of the terms of this Agreement or a copy of
this Agreement;




          (d) in the case of a Shelf Registration, register or qualify the Registrable Securities under
all applicable state securities or “blue sky” laws of such jurisdictions by the time the applicable
Registration Statement is declared effective by the SEC as any Holder of Registrable Securities
covered by a Registration Statement and each underwriter of an underwritten offering of Registrable
Securities shall reasonably request in writing in advance of such date of effectiveness; provided,
however, that the Company shall not be required to (i) qualify as a foreign corporation or as a
dealer in securities in any jurisdiction where it would not otherwise be required to qualify but
for this Section 3(d), (ii) file any general consent to service of process in any jurisdiction
where it would not otherwise be subject to such service of process or (iii) file annual reports or
comply with any other requirements deemed in its reasonable judgment to be unduly burdensome;




          (e) in the case (1) of a Shelf Registration or (2) Participating Broker-Dealers from whom the
Company has received prior written notice that they will be utilizing the Prospectus contained in
the Exchange Offer Registration Statement as provided in Section 3(t) hereof, are seeking to sell
Exchange Notes and are required to deliver Prospectuses, promptly notify each Holder of Registrable
Securities, or each such Participating Broker-Dealer, as the case may be, their counsel and the
managing underwriters, if any, and promptly confirm such notice in writing (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 amendments
and supplements to a Registration Statement or Prospectus or for additional information after the
Registration Statement has become effective,






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(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 qualification of the Registrable
Securities or the Exchange Notes to be offered or sold by any Participating Broker-Dealer in any
jurisdiction described in paragraph 3(d) hereof or the initiation of any proceedings for that
purpose, (iv) in the case of a Shelf Registration, if, between the effective date of a Registration
Statement and the closing of any sale of Registrable Securities covered thereby, the
representations and warranties of the Company contained in any purchase agreement, securities sales
agreement or other similar agreement related to such sale, if any, cease to be true and correct in
all material respects, (v) of the happening of any event or the failure of any event to occur or
the discovery of any facts or otherwise, during the Effectiveness Period which makes any statement
made in such Registration Statement or the related Prospectus untrue in any material respect or
which causes such Registration Statement or Prospectus to omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under which they were made, not
misleading and (vi) when the Company reasonably determines that a post-effective amendment to the
Registration Statement would be appropriate;




          (f) make every reasonable effort to obtain the withdrawal of any order suspending the
effectiveness of a Registration Statement at the earliest possible moment;




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




          (h) in the case of a Shelf Registration, cooperate with the selling Holders of Registrable
Securities to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any restrictive legends and 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 two Business Days prior to the
closing of any sale of Registrable Securities pursuant to such Shelf Registration Statement;




          (i) in the case of a Shelf Registration or an Exchange Offer Registration, upon the occurrence
of any circumstance contemplated by Section 3(e)(ii), 3(e)(iv), 3(e)(v) or 3(e)(vi) hereof, prepare
a supplement or post-effective amendment to a Registration Statement or the related Prospectus or
any document incorporated therein by reference or file any other required document so that, as
thereafter delivered to the purchasers of the Registrable Securities, such Prospectus will not
contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not
misleading and notify each Holder to suspend use of the Prospectus as promptly as practicable after
the occurrence of such an event, and each Holder hereby agrees to suspend use of the Prospectus
until the Company has amended or supplemented the Prospectus to correct such misstatement or
omission;




          (j) in the case of a Shelf Registration, a reasonable time prior to the filing of any document
which is to be incorporated by reference into a Registration Statement or a


11









 







Prospectus after the initial filing of a Registration Statement, provide a reasonable number
of copies of such document to the Holders and make such of the representatives of the Company as
shall be reasonably requested by the Holders of Registrable Securities or the Initial Purchasers on
behalf of such Holders available for reasonable discussion of such document;




          (k) obtain a CUSIP number for each series of Exchange Notes, no later than the effective date
of a Registration Statement, and provide the Trustee with printed certificates for the Exchange
Notes or the Registrable Securities, as the case may be, in a form eligible for deposit with the
Depositary;




          (l) cause the Indenture, if required by the TIA, to be qualified under the TIA in connection
with the registration of the Exchange Notes or Registrable Securities, as the case may be, and
effect such changes to such documents as may be required for them to be so qualified in accordance
with the terms of the TIA and execute, and use all commercially reasonable 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 such documents to be so qualified in a
timely manner;




          (m) in the case of a Shelf Registration, enter into such agreements (including underwriting
agreements) as are customary in underwritten offerings and consistent with the terms of the
Purchase Agreement and take all such other appropriate actions as are reasonably requested in order
to expedite or facilitate the registration or 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 with respect to an underwritten offering, if requested by (x) any Initial
Purchaser, in the case where such Initial Purchaser holds Registrable Securities acquired by such
Initial Purchaser as part of the Initial Purchasers’ initial distribution and (y) other Holders of
Notes covered thereby: (i) make such representations and warranties to Holders of such Registrable
Securities and the underwriters (if any), with respect to the business of the Company and its
subsidiaries as then conducted and the Registration Statement, Prospectus and documents, if any,
incorporated or deemed to be incorporated by reference therein, in each case, as are customarily
made by issuers to underwriters in underwritten offerings, and confirm the same if and when
requested; (ii) obtain opinions of counsel to the Company and updates thereof (which may be in the
form of a reliance letter) in form and substance 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 underwritten offerings and such other matters
as may be reasonably requested by such underwriters (it being agreed that the matters to be covered
by such opinions may be subject to customary qualifications and exceptions); (iii) obtain “cold
comfort” letters and updates thereof in form and substance reasonably satisfactory to the managing
underwriters (if any) from the independent certified public accountants of the Company (and, if
necessary, any other independent certified public accountants of any subsidiary of the Company or
of any business acquired by the Company for which financial statements and financial data are, or
are required to be, included in the Registration Statement), addressed to each of such
underwriters, such letters to be in customary form and covering matters of the type customarily
covered in “cold comfort” letters in connection with underwritten offerings and such other matters
as reasonably requested by such underwriters in accordance with Statement on Auditing Standards No.
72 and (iv) if an





12












 




underwriting agreement is entered into, the same shall contain indemnification provisions and
procedures no less favorable than those set forth in Section 4 hereof (or such other provisions and
procedures acceptable to Holders of a majority in aggregate principal amount of Registrable
Securities covered by such Registration Statement and the managing underwriters or agents) with
respect to all parties to be indemnified pursuant to said Section (including, without limitation,
such underwriters and selling Holders). The above shall be done at each closing under such
underwriting agreement or, as and to the extent required thereunder and as consistent with the
terms of, the Purchase Agreement;




          (n) if (1) a Shelf Registration is filed pursuant to Section 2(b) hereof or (2) a Prospectus
contained in an Exchange Offer Registration Statement filed pursuant to Section 2(a) is required to
be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period, make reasonably available for inspection by any selling Holder
of such Registrable Securities being sold, or each such Participating Broker-Dealer, as the case
may be, any underwriter participating in any such disposition of Registrable Securities, if any,
and any attorney, accountant or other agent retained by any such selling Holder or each such
Participating Broker-Dealer, as the case may be, or underwriter (collectively, the
“Inspectors”), at the offices where normally kept, during reasonable business hours, all
financial and other records, pertinent corporate documents and properties of the Company and its
subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable the
Inspectors to exercise any applicable due diligence responsibilities, and cause the officers,
directors and employees of the Company and its subsidiaries to supply all relevant information in
each case reasonably requested by any such Inspector in connection with such Registration
Statement; provided, however, that the foregoing inspection and information gathering shall be
coordinated on behalf of all such parties by the Company’s-designated Holders’ counsel, at the
expense of such parties as described in Section 2(c) hereof. Records of the Company and its
subsidiaries, which the Company determines, in good faith, to be confidential and any records which
it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the
disclosure of such Records is necessary to avoid or correct a material misstatement or omission in
such Registration Statement, provided that the Company shall be consulted prior to any such
disclosure, (ii) the release of such Records is ordered pursuant to a subpoena or other order from
a court of competent jurisdiction or is necessary in connection with any action, suit or proceeding
or (iii) the information in such Records has been made available to the public by the Company or a
third party that did not obtain the Records from a Broker-Dealer. Each selling Holder of such
Registrable Securities and each such Participating Broker-Dealer will be required to agree in
writing that information obtained by it or any Inspector retained by it as a result of such
inspections shall be deemed confidential and shall not be used by it or any Inspector retained by
it as the basis for any market transactions in the securities of the Company unless and until such
is made generally available to the public. Each selling Holder of such Registrable Securities and
each such Participating Broker-Dealer will be required to further agree in writing that it will,
upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give
notice to the Company and allow the Company at its expense to undertake appropriate action to
prevent disclosure of the Records deemed confidential;




          (o) comply with all applicable rules and regulations of the SEC so long as any provision of
this Agreement shall be applicable and make generally available to its security






13









 







holders an earning statement satisfying the provisions of Section 11(a) of the Securities Act
and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 60
days after the end of any 12-month period (or 120 days after the end of any 12-month period if such
period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable
Securities are sold to underwriters in a firm commitment or best efforts underwritten offering and
(ii) if not sold to underwriters in such an offering, commencing on the first day of the first
fiscal quarter of the Company after the effective date of a Registration Statement, which statement
shall cover said 12-month periods;




          (p) upon consummation of an Exchange Offer, if requested by the Trustee, obtain an 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 that (i) the Company
has duly authorized, executed and delivered the Exchange Notes, (ii) each of the Exchange Notes
constitutes a legal, valid and binding obligation of the Company, enforceable against the Company
in accordance with its terms (with customary exceptions) and (iii) the Indenture has been duly
qualified under the TIA, or no such qualification is required by the TIA;




          (q) if an Exchange Offer is to be consummated, upon delivery of the Registrable Securities by
Holders to the Company (or to such other Person as directed by the Company), in exchange for the
Exchange Notes, mark, or cause to be marked, on such Registrable Securities delivered by such
Holders that such Registrable Securities are being cancelled in exchange for the Exchange Notes,
and in no event shall such Registrable Securities be marked as paid or otherwise satisfied;




          (r) cooperate with each seller of Registrable Securities covered by any Registration Statement
and each underwriter, if any, participating in the disposition of such Registrable Securities
covered by a Registration Statement contemplated hereby;




          (s) use all commercially reasonable efforts to take all other steps necessary to effect the
registration of the Registrable Securities covered by a Registration Statement contemplated hereby;




          (t) (A) in the case of the Exchange Offer Registration Statement (i) (a) indicate in a “Plan
of Distribution” section contained in the Prospectus contained in the Exchange Offer Registration
Statement that any broker or dealer registered under the Exchange Act who holds Notes that are
Registrable Securities and that were acquired for its own account as a result of market-making
activities or other trading activities (other than Registrable Securities acquired directly from
the Company) (such broker or dealer, a “Participating Broker-Dealer”), may exchange such
Notes pursuant to the Exchange Offer; however, such Participating Broker-Dealer may be deemed to be
an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus
meeting the requirements of the Securities Act in connection with any resales of the Exchange Notes
received by such Participating Broker-Dealer in the Exchange Offer, which prospectus delivery
requirement may be satisfied by the delivery by such Participating Broker-Dealer of the Prospectus
contained in the Exchange Offer Registration Statement and (b) include in such “Plan of
Distribution” section all other information with respect to such resales by Participating
Broker-Dealers that the SEC may require in order to






14









 







permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such
Participating Broker-Dealer or disclose the amount of Exchange Notes held by any such Participating
Broker-Dealer except to the extent required by the SEC as a result of a change in policy announced
after the date of this Agreement, (ii) furnish to each Participating Broker-Dealer who has
delivered to the Company the notice referred to in Section 3(e), without charge, as many copies of
the 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 (the Company hereby consents 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 Securities Act, including all Participating
Broker-Dealers, in connection with the sale or transfer of the Exchange Notes covered by the
Prospectus or any amendment or supplement thereto), (iii) use all commercially reasonable 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 Securities Act for such period of
time as such Persons must comply with such requirements under the Securities Act and applicable
rules and regulations in order to resell the Exchange Notes; provided, however, that such period
shall not be required to exceed 90 days (or such longer period if extended pursuant to the last
sentence of Section 3 hereof) (the “Applicable Period”) and (iv) include in the related
letter of transmittal or similar documentation to be executed by an exchange offeree in order to
participate in the Exchange Offer (x) 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 Securities Act in connection with
any resale of Exchange Notes received in respect of such Registrable
Securities pursuant to the Exchange Offer,”


and (y) a statement to the effect that by a Participating Broker-Dealer making the acknowledgement
described in clause (x) and by delivering a Prospectus in connection with the exchange of
Registrable Securities, the Participating Broker-Dealer will not be deemed to admit that it is an
underwriter within the meaning of the Securities Act; and




               (B) in the case of any Exchange Offer Registration Statement, deliver to the Initial
Purchasers or to another representative of the Participating Broker-Dealers, if requested by the
Initial Purchasers or such other representative of the Participating Broker-Dealers, on behalf of
the Participating Broker-Dealers upon consummation of the Exchange Offer (i) an opinion of counsel
in form and substance reasonably satisfactory to the Initial Purchasers or such other
representative of the Participating Broker-Dealers, covering the matters customarily covered in
opinions requested in connection with Exchange Offer Registration Statements and such other matters
as may be reasonably requested (it being agreed that the matters to be covered by such opinion may
be subject to customary qualifications and exceptions), (ii) an officer’s certificate containing
certifications substantially similar to those set forth in the certificate delivered pursuant to
Section 8(d) of the Purchase Agreement and such additional certifications as are customarily
delivered in a public offering of debt securities and



15









 




(iii) as well as upon the effectiveness of the Exchange Offer Registration Statement, a
comfort letter, in each case, in customary form as permitted by Statement on Auditing Standards No.
72. Each of the foregoing shall be consistent with the terms of the Purchase Agreement.




     The Company may require each seller of Registrable Securities as to which any registration is
being effected to furnish to the Company such information regarding such seller as may be required
by the staff of the SEC to be included in a Registration Statement. The Company may exclude from
such registration the Registrable Securities of any seller who unreasonably fails to furnish such
information within a reasonable time after receiving such request. The Company shall not have any
obligation to register under the Securities Act the Registrable Securities of a seller who so fails
to furnish such information.



     In the case (1) of a Shelf Registration Statement or (2) Participating Broker-Dealers who have
notified the Company that they will be utilizing the Prospectus contained in the Exchange Offer
Registration Statement as provided in Section 3(t) hereof, are seeking to sell Exchange Notes and
are required to deliver Prospectuses, each Holder agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 3(e)(ii), 3(e)(iii),
3(e)(iv), 3(e)(v) or 3(e)(vi) hereof, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to a Registration Statement until such Holder’s receipt of the
copies of the supplemented or amended Prospectus contemplated by Section 3(i) hereof or until it is
advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus
may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the
Company’s expense) all copies in such Holder’s possession, other than permanent file copies then in
such Holder’s possession, of the Prospectus covering such Registrable Securities or Exchange Notes,
as the case may be, current at the time of receipt of such notice. If the Company shall give any
such notice to suspend the disposition of Registrable Securities or Exchange Notes, as the case may
be, pursuant to a Registration Statement, the Company shall file and use all commercially
reasonable efforts to have declared effective (if an amendment) as soon as practicable an amendment
or supplement to the Registration Statement and shall extend the period during which such
Registration Statement shall be maintained effective pursuant to this Agreement by the number of
days in the period from and including the date of the giving of such notice to and including the
date when the Company shall have made available to the Holders (x) copies of the supplemented or
amended Prospectus necessary to resume such dispositions or (y) the Advice.



     4. Indemnification.



          (a) In connection with any Registration Statement, the Company shall indemnify and hold
harmless each Initial Purchaser, each agent of each such Initial Purchaser, each Holder, each
underwriter who participates in an offering of the Registrable Securities, each Participating
Broker-Dealer, and each Person, if any, who controls any of such parties within the meaning of
Section 15 of the Securities Act (each an “Indemnified Party”) from and against any and all
losses, claims, damages or liabilities, joint or several, to which they or any of them may become
subject under the Securities Act or any other statute or common law and shall reimburse each such
Indemnified Party for any legal or other expenses reasonably incurred by them (including, to the
extent hereinafter provided, reasonable counsel fees) as and when incurred by them in connection
with investigating any such losses, claims, damages or liabilities or in






16









 







connection with defending any actions, insofar as such losses, claims, damages, liabilities,
expenses or actions arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in any preliminary prospectus or Prospectus, or in a Registration
Statement, or the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however, that the indemnity agreement contained in
this Section 4 as to any Indemnified Party shall not apply to any such losses, claims, damages,
liabilities, expenses or actions arising out of, or based upon, any such untrue statement or
alleged untrue statement, or any such omission or alleged omission, if such statement or omission
was made in reliance upon and in conformity with information furnished in writing to the Company by
such Indemnified Party expressly for use in connection with the preparation of a Registration
Statement or the related Prospectus or any amendment or supplement to either thereof. The
indemnity agreement of the Company contained in this Section 4 shall remain operative and in full
force and effect regardless of any termination of this Agreement or of any investigation made by or
on behalf of any Indemnified Party, and shall survive the registration of the Registrable
Securities.




          (b) Each Holder shall indemnify, defend and hold harmless the Company and any underwriter and
other selling Holder, and their respective officers and directors, and each Person who controls the
Company or any underwriter or any other selling Holder within the meaning of Section 15 of the
Securities Act, from and against any and all losses, claims, damages or liabilities, joint or
several, to which they or any of them may become subject under the Securities Act or any other
statute or common law and shall reimburse each of them for any legal or other expenses reasonably
incurred by them (including, to the extent hereinafter provided, reasonable counsel fees) as and
when incurred by them in connection with investigating any such losses, claims, damages or
liabilities or in connection with defending any actions, insofar as such losses, claims, damages,
liabilities, expenses or actions arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in a Registration Statement or the related
Prospectus, or the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, if such statement or omission was made in reliance upon and
in conformity with information furnished in writing to the Company by or on behalf of such Holder,
expressly for use in connection with the preparation of a Registration Statement or the related
Prospectus or any amendment or supplement to either thereof. The indemnity agreement of the
respective Holders contained in this Section 4 shall remain operative and in full force and effect
regardless of any termination of this Agreement or of any investigation made by or on behalf of the
Company, any underwriter, or any other selling Holder, or their respective directors or officers,
or any such controlling person, and shall survive the registration of the Registrable Securities;
provided, however, that, no such Holder shall be liable for any claims hereunder in excess of the
amount of net proceeds received by such Holder from the sale of Registrable Securities pursuant to
a Registration Statement.




          (c) The Company and the Holders each shall, upon the receipt of notice of the commencement of
any action against it or any Person controlling it as aforesaid, in respect of which indemnity may
be sought on account of any indemnity agreement contained herein, promptly give written notice of
the commencement thereof to the party or parties against whom






17









 







indemnity shall be sought hereunder, but the failure to notify such indemnifying party or
parties of any such action shall not relieve such indemnifying party or parties from any liability
hereunder. In case such notice of any such action shall be so given, such indemnifying party shall
be entitled to participate at its own expense in the defense, or, if it so elects, to assume (in
conjunction with any other indemnifying parties) the defense of such action, in which event such
defense shall be conducted by counsel chosen by such indemnifying party or parties and satisfactory
to the indemnified party or parties who shall be defendant or defendants in such action, and such
defendant or defendants shall bear the fees and expenses of any additional counsel retained by
them; but if the indemnifying party shall elect not to assume the defense of such action, such
indemnifying party will reimburse such indemnified party or parties for the reasonable fees and
expenses of any counsel retained by them; provided, however, if the defendants in any such action
(including impleaded parties) include both the indemnified party and the indemnifying party and
counsel for the indemnifying party shall have reasonably concluded that there may be a conflict of
interest involved in the representation by a single counsel of both the indemnifying party and the
indemnified party, the indemnified party or parties shall have the right to select separate
counsel, satisfactory to the indemnifying party, whose reasonable fees and expenses shall be paid
by such indemnifying party, to participate in the defense of such action on behalf of such
indemnified party or parties (it being understood, however, that the indemnifying party shall not
be liable for the fees and expenses of more than one separate counsel (in addition to local
counsel) representing the indemnified parties who are parties to such action). The Company and the
Holders each agree that without the other party’s prior written consent, which consent shall not be
unreasonably withheld, it will not settle, compromise or consent to the entry of any judgment in
any claim in respect of which indemnification may be sought under the indemnification provisions of
this Agreement, unless such settlement, compromise or consent (i) includes an unconditional release
of such other party from all liability arising out of such claim and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act by or on behalf of such
other party.




          (d) If the indemnification provided for in (a) or (b) above shall be unenforceable under
applicable law by an indemnified party, each indemnifying party agrees to contribute to such
indemnified party with respect to any and all losses, claims, damages, liabilities and expenses for
which each such indemnification provided for in (a) or (b) above shall be unenforceable, in such
proportion as shall be appropriate to reflect the (i) relative fault of each indemnifying party on
the one hand and the indemnified party on the other in connection with the statements or omissions
which have resulted in such losses, claims, damages, liabilities and expenses, the relative
benefits received by each indemnifying party on the one hand and the indemnified party on the other
hand from the offering of the Registrable Securities pursuant to this Agreement, and any other
relevant equitable considerations; provided, however, that no indemnified party guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any indemnifying party not guilty of such fraudulent
misrepresentation. Relative fault 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 such indemnifying party or the indemnified
party and each such party’s relative intent, knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission. The Company and each of the Holders agree
that it would not be just and equitable if contributions pursuant to this paragraph (d) were to be
determined by pro rata allocation (even if the Holders






18









 







were treated as one entity for such purpose) or by any other method of allocation which does
not take into account the equitable considerations referred to above. Notwithstanding the
provisions of this Section 4, no Holder shall be required to contribute in excess of the amount
equal to the excess of (i) the net proceeds received by such Holder from the sale of Registrable
Securities by it to Eligible Holders, over (ii) the amount of any damages which such Holder has
otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission
or alleged omission. The obligations of each Holder to contribute pursuant to this Section 4 are
several and not joint and shall not exceed the same proportion of all contributions of Holders
required hereunder as such Holder’s Registrable Securities sold pursuant to the Registration
Statement is of the total amount of Registrable Securities sold pursuant to the Registration
Statement.




     5. Participation in Underwritten Registrations.



          No Holder 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 reasonable questionnaires, powers of attorney, indemnities, underwriting
agreements, lock-up letters and other documents reasonably required under the terms of such
underwriting arrangements.




     6. Selection of Underwriters.



          The Holders of Registrable Securities covered by the Shelf Registration Statement who desire
to do so may sell the securities covered by such Shelf Registration in an underwritten offering.
In any such underwritten offering, the underwriter or underwriters and manager or managers that
will administer the offering will be selected by the Holders of a majority in aggregate principal
amount of the Registrable Securities included in such offering; provided, however, that such
underwriters and managers must be reasonably satisfactory to the Company.




     7. Miscellaneous.



          (a) Rule 144 and Rule 144A. To the extent the Company is subject to the reporting
requirements of Section 13 or 15 of the Exchange Act and any Registrable Securities remain
outstanding, the Company will file the reports required to be filed by it under the Securities Act
and Section 13(a) or 15(d) of the Exchange Act and the rules and regulations adopted by the SEC
thereunder. To the extent the Company is not required to file such reports, it will, upon the
request of any Holder of Registrable Securities (a) make publicly available such information as is
necessary to permit sales of their securities pursuant to Rule 144 under the Securities Act, (b)
deliver such information to prospective purchasers as is necessary to permit sales of their
securities pursuant to Rule 144A under the Securities Act and take such further action as any
Holder of Registrable Securities may reasonably request 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 Securities Act within
the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule
may be amended from time to time, (ii) Rule 144A under the Securities Act, as such rule may be
amended from time to time or (iii) any similar rules or






19









 







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.




          (b) No Inconsistent Agreements. The Company has not entered into nor will the Company
on or 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 in any way conflict
with and are not inconsistent with the rights granted to the holders of the Company’s other issued
and outstanding securities under any such agreements.




          (c) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and waivers of 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 no departure with respect to the provisions of Section 4 hereof shall be
effective as against any Holder of Registrable Securities without the consent of such Holder.
Notwithstanding the foregoing sentence, (i) this Agreement may be amended, without the consent of
any Holder of Registrable Securities, by written agreement signed by the Company and the Trustee,
to cure any ambiguity, correct or supplement any provision of this Agreement that may be defective
or inconsistent with any other provision of this Agreement or to make any other provisions with
respect to matters or questions arising under this Agreement which shall not be inconsistent with
other provisions of this Agreement and shall not adversely affect the interests of the Holders in
any material respect, (ii) without the consent of any Holder of Registrable Securities, this
Agreement may be amended, modified or supplemented, and waivers of and consents to departures from
the provisions hereof may be given, by written agreement signed by the Company and the Trustee to
the extent that any such amendment, modification, supplement, waiver or consent is, in their
reasonable judgment, necessary or appropriate to comply with applicable law (including any
interpretation of the staff of the SEC) or any change therein and (iii) to the extent any provision
of this Agreement relates to the Initial Purchasers, such provision may be amended, modified or
supplemented, and waivers of or consents to departures from such provisions may be given, by
written agreement signed by the Company and the Trustee.




          (d) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, registered first-class mail, telecopier, or any courier
guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such
Holder to the Company by means of a notice given in accordance with the provisions of this Section
7(d), which address initially is, with respect to the Initial Purchasers, the addresses set forth
in the Purchase Agreement and (ii) if to the Company, initially at the Company’s address set forth
in the Purchase Agreement and thereafter at such other address, notice of which is given in
accordance with the provisions of this Section 7(d).




     All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being deposited in the



20









 




mail, postage prepaid, if mailed; when receipt is acknowledged, if telecopied; and on the next
Business Day, if timely delivered to an air courier guaranteeing overnight delivery.




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



          (e) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors, assigns and transferees of each Initial Purchaser, including, without
limitation and without the need for an express assignment, subsequent Holders; provided, however,
that nothing herein shall be deemed to permit any assignment, transfer or other disposition of
Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture. If
any transferee of any Holder shall acquire Registrable Securities, in any manner, whether by
operation of law or otherwise, such Registrable Securities shall be held subject to all of the
terms of this Agreement, and by taking and holding such Registrable Securities, such Person shall
be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions
of this Agreement and such Person shall be entitled to receive the benefits hereof.




          (f) Third Party Beneficiary. Each Initial Purchaser shall, when it no longer holds
any beneficial interest in any Notes or Exchange Notes, be a third party beneficiary of the
agreements made hereunder among the Company and the Holders and shall have the right to enforce
such agreements directly to the extent it deems such enforcement necessary or advisable to protect
its rights or the rights of Holders hereunder.




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




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




          (i) GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF
NEW YORK. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND THE TERMS AND CONDITIONS SET
FORTH HEREIN, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK WITHOUT GIVING EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAWS. EACH OF THE PARTIES
HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.




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







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          (k) Securities Held by the Company or its Affiliates. Whenever the consent or
approval of Holders of a specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company or any of its affiliates (as such term is defined in
Rule 405 under the Securities Act) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.










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



	 	 	 	 	 
	 	ONCOR ELECTRIC DELIVERY COMPANY LLC:

 	 
	 	By:  	/s/ John M. Casey
 	 
	 	 	Name:  	John M. Casey 	 
	 	 	Title:  	Vice President-Treasurer 	 
	 



[Signature page to Registration Rights Agreement]



 









 





					
	 	


Accepted and delivered as of the date first above written:



BARCLAYS CAPITAL INC.:

 	 
	 	By:  	/s/ Rob Stowe
 	 
	 	 	Name:  	Rob Stowe 	 
	 	 	Title:  	Managing Director 	 
	 
	 	CITIGROUP GLOBAL MARKETS INC.:

 	 
	 	By:  	/s/ Brian Bednarski
 	 
	 	 	Name:  	Brian Bednarski 	 
	 	 	Title:  	Managing Director 	 
	 
	 	BANC OF AMERICA SECURITIES LLC:

 	 
	 	By:  	/s/ Shawn Cepeda
 	 
	 	 	Name:  	Shawn 	 
	 	 	Title:  	Managing Director 	 
	 
	 	CREDIT SUISSE SECURITIES (USA) LLC:

 	 
	 	By:  	/s/ Jean-Pierre Boudrias
 	 
	 	 	Name:  	Jean-Pierre Boudrias 	 
	 	 	Title:  	Director 	 
	 



[Signature page to Registration Rights Agreement]