**Exhibit
4(t)**
  **REGISTRATION
RIGHTS AGREEMENT**
  This
Registration Rights Agreement (this “Agreement”), dated November 26, 2004, is
made between TXU Corp., a Texas corporation (the “Company”), and Citigroup
Global Markets Inc., as representative of the Initial Purchasers (as defined
herein).
  This
Agreement is made pursuant to the Purchase Agreement, dated November 22, 2004,
(the “Purchase Agreement”), between the Company, as issuer, and the Initial
Purchasers, which provides for the sale by the Company to the Initial Purchasers
of $1,000,000,000 aggregate principal amount of the Company’s 4.80% Series O
Senior Notes due November 15, 2009 (the “Series O Notes”), $1,000,000,000
aggregate principal amount of the Company’s 5.55% Series P Senior Notes due
November 15, 2014 (the “Series P Notes”), $750,000,000 aggregate principal
amount of the Company’s 6.50% Series Q Senior Notes due November 15, 2024 (the
“Series Q Notes”) and $750,000,000 aggregate principal amount of the Company’s
6.55% Series R Senior Notes due November 15, 2034 (the “Series R Notes” and
together with the Series O Notes, the Series P Notes and the Series Q Notes, 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 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:
  “ Additional
Interest ” shall
have the meaning set forth in 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
have the meaning set forth in the preamble to this Agreement.
  “ Applicable
Holders ” shall
have the meaning set forth in Section 7(c) hereof.
  “ Applicable
Period ” shall
have the meaning set forth in Section 3(t)(A) hereof.
  “ AU
634 ” shall
have the meaning set forth in Section 3(m) 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.
  **1**
 “ 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.
  “ 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
Series O Notes ” shall
mean the Company’s Exchange 4.80% Series O Senior Notes due November 15, 2004
containing terms identical to the Series O Notes (except that the Exchange
Series O 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
Series P Notes ” shall
mean the Company’s Exchange 5.55%Series P Senior Notes due November 15, 2014
containing terms identical to the Series P Notes (except that the Exchange
Series P 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
Series Q Notes ” shall
mean the Company’s Exchange 6.50% Series Q Senior Notes due November 15, 2024
containing terms identical to the Series Q Notes (except that the Exchange
Series Q 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
Series R Notes ” shall
mean the Company’s Exchange 6.55% Series R Senior Notes due November 15, 2034
containing terms identical to the Series R Notes (except that the Exchange
Series R 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
Notes ” shall
mean the Exchange Series O Notes, the Exchange Series P Notes, the Exchange
Series Q Notes and the Exchange Series R Notes.
  “ 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.
  **2**
 “ 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 under the Securities
Act (or, if applicable, on another appropriate form).
  “ Exchange
Period ” shall
have the meaning set forth in Section 2(a) hereof.
  “ 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, collectively, the Indentures relating to each series of the Notes and the
Exchange Notes, with substantially similar terms, each dated as of November 1,
2004 between the Company, as issuer, and the Trustee, as the same may be amended
from time to time in accordance with the terms thereof.
  “ Initial
Purchasers ” shall
mean Citigroup Global Markets Inc.; Merrill Lynch, Pierce, Fenner & Smith
Incorporated; Wachovia Capital Markets, LLC; ABN AMRO Incorporated; Calyon
Securities (USA) Inc.; and Commerzbank Capital Markets Corp.
  “ 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 outstanding
Notes.
  “ NASD ” shall
mean National Association of Securities Dealers, Inc.
  “ Notes ” shall
have the meaning set forth in the preamble to this Agreement.
  “ Notice ” shall
have the meaning set forth in Section 2(a)(i) hereof.
  “ Participating
Broker-Dealer ” shall
have the meaning set forth in Section 3(t)(A) 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.
  **3**
 “ Purchase
Agreement ” shall
have the meaning set forth in the preamble to this Agreement.
  “ Records ” shall
have the meaning set forth in Section 3(n) hereof.
  “ Registrable
Securities ” shall
mean the Notes; provided, however, that 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(k) (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 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 (or such shorter period as may hereafter be provided in Rule
144(k) under the Securities Act (or similar successor rule)) have elapsed since
the Issue Date.
  “ 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
NASD 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 the NASD in an amount
not exceeding $15,000 in the aggregate, (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 counsel for the Holders hereunder in connection with the Exchange Offer, and
of the independent registered public accounting firm 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 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 national 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 under the Securities Act 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.
  **4**
 “ Rule
144(k) Period ” shall
mean the period of two years (or such shorter period as may hereafter be
provided in Rule 144(k) under the Securities Act (or similar successor rule))
commencing on the Issue Date.
  “ SEC ” shall
mean the United States Securities and Exchange Commission.
  “ Securities
Act ” shall
mean the Securities Act of 1933, as amended from time to time.
  “ Series
O Notes ” shall
have the meaning set forth in the preamble to this Agreement.
  “ Series
P Notes ” shall
have the meaning set forth in the preamble to this Agreement.
  “ Series
Q Notes ” shall
have the meaning set forth in the preamble to this Agreement.
  “ Series
R Notes ” shall
have the meaning set forth in the preamble to this Agreement.
  “ 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, 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.
  “ Trustee ” shall
mean The Bank of New York, 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 its 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 that 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, it being 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 (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.
  **5**
 In
connection with the Exchange Offer, the Company shall:
  (i)  deliver
or mail to each Holder that is a registered owner of Registrable Securities 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 its
reasonable efforts to keep the Exchange Offer open for acceptance for a period
of not less than 30 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:
  a)  accept
for exchange all Notes or portions thereof tendered and not validly withdrawn
pursuant to the Exchange Offer;
   b)  deliver,
or cause to be delivered, to the Trustee for cancellation all Notes or portions
thereof so accepted for exchange by the Company; and
  c)  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
equal in principal amount to the principal amount of the Notes surrendered by
such Holder.
  **6**
 Interest
on each Exchange Note issued pursuant to the Registered 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 its 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 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 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 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 Items 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 an Exchange Offer in accordance with this Section 2(a): (i)
any Eligible Holder that failed to participate in such Exchange Offer shall not
be entitled to include any of its Registrable Securities in any Shelf
Registration Statement pursuant to this Agreement; (ii) the provisions of this
Agreement shall continue to apply, mutatis mutandis, with respect to Exchange
Notes held by Participating Broker-Dealers; and (iii) the Company shall have no
further obligation to register any Registrable Securities pursuant to Section
2(b) of this Agreement (other than pursuant to Sections 2(b)(iii) and
(iv)).
  (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-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 its 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 (i) 180 days after being required or requested to file a
Shelf Registration Statement and (ii) 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.
  **7**
 The
Company agrees to use its reasonable efforts to keep the Shelf Registration
Statement continuously effective for the Rule 144(k) Period (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.
  (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 its 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, or omits to take any action, which action or 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 unless such action
or omission is required by applicable law.
  **8**
 (e)  Additional
Interest .
  The
Company will pay additional interest (“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
at any time prior to the expiration of the Rule 144(k) Period (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 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 on which all the Notes may first be resold in
reliance on Rule 144(k) under the Securities Act, at the rate of 0.25% per annum
(“Additional Interest Rate”); provided, however, that the Additional Interest
Rate may not exceed in the aggregate 0.25% per annum.
  Any
amounts of Additional Interest due pursuant to this Section 2(e) will be payable
in cash on the relevant payment dates for the payment of interest on the Notes
pursuant to the Indenture.
 
 **9**
 (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 or incorporate
by reference all financial statements required by the SEC to be filed therewith
or incorporated by reference therein; and use its 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 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, 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 reasonably requested by the selling Holders thereof
described in this Agreement (including sales by any Participating
Broker-Dealer);
  **10**
 (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 reasonably
requested 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, including all financial statements and
schedules (without documents incorporated therein by reference or all exhibits
thereto, unless requested), 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, use its reasonable efforts to 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 of (1) 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, if requested by such Holder, 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
post-effective amendments and supplements to a Registration Statement or
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 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, 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 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 in order to make the statements therein (in the case of
the Prospectus, 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;
  **11**
 (f)  make
every reasonable effort to obtain the withdrawal of any order suspending the
effectiveness of a Registration Statement as soon as practicable;
  (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, including all
financial statements and schedules (without documents incorporated therein by
reference or all 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, to the extent not held by the Depositary through Cede & Co., 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, as promptly as practicable after the occurrence of
any such circumstance, use its reasonable efforts to prepare and file 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 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 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 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;
  **12**
 (k)  obtain a
CUSIP number for the 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)  use its
reasonable efforts to 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 its 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 registered public accounting firm of
the Company (and, if necessary, any other independent registered public
accounting firm 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 PCAOB Interim Standard AU 634, Letters for
Underwriters and Certain Other Parties (“AU 634”), and (iv) if an 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;
  **13**
 (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 managers, 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-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, is required by any applicable law, rule or regulation,
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. 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
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 canceled 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 its
reasonable efforts to take all other steps necessary to effect the registration
of the Registrable Securities covered by a Registration Statement contemplated
hereby;
  **14**
 (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 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 its 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(c) of the Purchase Agreement and
such additional certifications as are customarily delivered in a public offering
of debt securities and (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 AU 634. 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.
  **15**
 In the
case of (1) 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 its best 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 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 (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 any
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, or arising out of, or based upon,
statements in or omissions from the part of the Registration Statement which
shall constitute the Statement of Eligibility and Qualification of the Trustee
under the TIA; and provided further, that the indemnity agreement contained in
this Section 4 with respect to the related Prospectus or any amendment or
supplement thereto (if the Company shall have furnished any amendment or
supplement thereto) shall not inure to the benefit of any Indemnified Party on
account of any such losses, claims, damages, liabilities, expenses or actions
arising from the sale of Registrable Securities to any person if a copy of the
related Prospectus (exclusive of any documents incorporated by reference) shall
not have been given or sent to such person by or on behalf of such Indemnified
Party with or prior to the written confirmation of the sale involved unless,
with respect to the delivery of any amendment or supplement to the Prospectus,
the alleged omission or alleged untrue statement was not corrected in such
amendment or supplement at the time of such written confirmation. 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 any other selling Holder, and their respective managers, 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 (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 managers, 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.
  **16**
 (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 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 to the extent such indemnifying party or parties is/are not
materially prejudiced as a result of such failure to notify and in any event
shall not relieve such indemnifying party or parties from any liability that it
or they may have to the indemnified party otherwise than on account of such
indemnity agreement. 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 subparagraph (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 subparagraph (a) or (b) above shall be
unenforceable, in such proportion as shall be appropriate to reflect (i) 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, (ii) if an allocation solely on the basis
provided by clause (i) is not permitted by applicable law or is inequitable or
against public policy, in such proportion as is appropriate to reflect not only
the relative benefits referred to in clause (i) above but also the relative
fault of each indemnifying party on the one hand and the indemnified party on
the other hand in connection with the statements or omissions which have
resulted in such losses, claims, damages, liabilities and expenses and (iii) 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
were treated as one entity for such purpose) or by any other method of
allocation which does not taken account of the equitable consideration 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.
  **17**
 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 . For so
long as 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. If the Company ceases to be so 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 (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
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, and the Company will not on or after the date of
this Agreement enter into, any agreement that 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.
  (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 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 or the holders of at least a majority
in aggregate principal amount of the outstanding Exchange Notes, as the case may
be (such Holders or holders of the Exchange Notes, as applicable, the
“Applicable Holders”) 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 Applicable Holder without the
consent of such Applicable Holder. Notwithstanding the foregoing sentence, (i)
this Agreement may be amended, without the consent of any Applicable Holder, 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 Applicable Holders in any
material respect, (ii) without the consent of any Applicable Holder, this
Agreement may be amended, modified or supplemented, and waivers 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 or consents to
departures from such provisions may be given, by written agreement signed by the
Company and the Initial Purchasers.
  (d)  Notices . All
notices and other communications provided for or permitted hereunder shall be
made in writing by hand-delivery, registered first-class mail, facsimile, 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).
  **18**
 All such
notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged,
if faxed; 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 Applicable 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, 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.
  (f)  Third
Party Beneficiary . Each
Initial Purchaser shall, when it no longer holds any beneficial interest in
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.
  (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.
  **19**
  IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first written above.
  
 TXU
CORP.
 By:
    __________________________________Name:
      Anthony R. Horton
      Title:
      Senior Vice President and Treasurer
 
 
 Accepted
and delivered as of
 the date
first above written:
  CITIGROUP
GLOBAL MARKETS INC.
 as
representative of the Initial
 Purchasers
 By:
    __________________________________Name:
      Title:
 
  **20**