Exhibit
10.01






 


Registration Rights
Agreement


Dated As of March 30,
2007


between


Xcel Energy Inc.


and


Merrill Lynch, Pierce,
Fenner & Smith

Incorporated,


Greenwich Capital
Markets, Inc.


and


Lazard
Capital Markets LLC






 
















REGISTRATION RIGHTS
AGREEMENT


This Registration Rights Agreement (the “Agreement”)
is made and entered into this 30 day of March, 2007, between Xcel Energy Inc.,
a Minnesota corporation (the “Company”), and Merrill Lynch, Pierce, Fenner
& Smith Incorporated (“Merrill Lynch”) and Greenwich Capital Markets, Inc.
(“RBSGC”) as lead dealer managers and Lazard Capital Markets LLC (collectively
with Merrill Lynch and RBSGC, the “Dealer Managers”) as co-dealer manager.


This Agreement is made pursuant to the Dealer Managers
Agreement, dated February 28, 2007, among the Company and the Dealer Managers
(the “Dealer Managers Agreement”), which provides for the offer by the Company
to exchange its 5.613% Senior Notes, Series A due 2017 (the “New Notes”) for up
to $350,000,000 of its 7% Senior Notes, Series due 2010 (the “Existing Notes”)
validly tendered and not validly withdrawn, on the terms and subject to the
conditions set forth in the Offering Memorandum dated February 28, 2007 (the “Offering
Memorandum”).  In order to induce the
Dealer Managers to enter into the Dealer Managers Agreement, the Company has
agreed to provide for the benefit of the Holders (defined below) the
registration rights set forth in this Agreement.  The execution of this Agreement is a
condition to the closing under the Dealer Managers Agreement.


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


1.             Definitions.


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


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


“1934 Act” shall mean the Securities Exchange
Act of l934, as amended from time to time.


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


“Automatic Shelf Registration Statement” shall
mean an “automatic shelf registration statement” as that term is defined in
Rule 405 under the Securities Act.


“Closing Date” shall mean the Settlement Date
as defined in the Dealer Managers Agreement.


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













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


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


“Exchange Offer Registration” shall mean a
registration under the 1933 Act effected pursuant to Section 2.1 hereof.


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


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


“Exchange Securities” shall mean the 5.613%
Senior Notes, Series B due 2017, issued by the Company under the Indenture
containing terms identical to the New Notes in all material respects (except
for references to certain interest rate provisions, restrictions on transfers
and restrictive legends), to be offered to Holders of New Notes in exchange for
Registrable Securities pursuant to the Exchange Offer.


“Holder” shall mean each Person who becomes the
registered owner of Registrable Securities, and each Participating
Broker-Dealer that holds Exchange Securities for so long as such Participating
Broker-Dealer is required to deliver a prospectus meeting the requirements of
the 1933 Act in connection with any resale of such Exchange Securities.


“Indenture” shall mean the Indenture relating
to the New Notes, dated as of December 1, 2000, between the Company and Wells
Fargo Bank Minnesota, National Association, as trustee, as the same may be
amended, supplemented, waived or otherwise modified from time to time in
accordance with the terms thereof.


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


“Original Exchange Offer” means the offer by
the Company to exchange its Old Notes for New Notes validly tendered and not
validly withdrawn, on the terms and conditions set forth in the Offering
Memorandum.



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“Participating Broker-Dealer” shall mean any
Dealer Manager and any other broker-dealer which makes a market in the New
Notes and exchanges Registrable Securities in the Exchange Offer for Exchange
Securities.


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


“Registrable Securities” shall mean the New
Notes; provided, however,
that the New Notes shall cease to be Registrable Securities when (i) a
Registration Statement with respect to such New Notes shall have been declared
or otherwise becomes effective under the 1933 Act and such New Notes shall have
been disposed of pursuant to such Registration Statement, (ii) such New Notes
may be resold without restriction pursuant to Rule l44 (or any similar
provision then in force, but not Rule 144A) under the 1933 Act, (iii) such New
Notes shall have ceased to be outstanding or (iv) the Exchange Offer is
consummated (except in the case of New Notes which may not be exchanged in the
Exchange Offer).


“Registration Expenses” shall mean any and all
expenses incident to performance of or compliance by the Company with this Agreement,
including without limitation:  (i) all
SEC, stock exchange or National Association of Securities Dealers, Inc. (the “NASD”)
registration and filing fees, (ii) all fees and expenses incurred in connection
with compliance with state securities or blue sky laws, (iii) all expenses of
any Persons in preparing or assisting in preparing, word processing, printing
and distributing any Registration Statement, any Prospectus, any amendments or
supplements thereto, any underwriting agreements, securities sales agreements
and other documents relating to the performance of and compliance with this
Agreement, (iv) all rating agency fees, (v) the fees and disbursements of
counsel for the Company and of the independent public accountants of the
Company, including the expenses of any special audits or “cold comfort” letters
required by or incident to such performance and compliance, (vi) the fees and
expenses of the Trustee, and any escrow agent or custodian, (vii) the
reasonable documented fees and expenses of counsel to the Dealer Managers in
connection therewith and (viii) any fees and disbursements of the underwriters
customarily required to be paid by issuers or sellers of securities and the
fees and expenses of any special experts retained by the Company in connection
with any Registration Statement, but excluding underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or disposition of
Registrable Securities by a Holder.



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


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


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


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


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


2.             Registration
Under the 1933 Act.


2.1           Exchange
Offer.  The Company shall, for the
benefit of the Holders, at the Company’s cost, use its commercially reasonable
efforts to (A) prepare and, as soon as practicable but not later than 90 days
following the Closing Date, file with the SEC an Exchange Offer Registration
Statement on an appropriate form under the 1933 Act with respect to a proposed
Exchange Offer and the issuance and delivery to the Holders, in exchange for
the Registrable Securities of a like principal amount of Exchange Securities,
(B) cause the Exchange Offer Registration Statement to be declared effective
under the 1933 Act within 225 days of the Closing Date, (C) keep the Exchange
Offer Registration Statement effective until the closing of the Exchange Offer
and (D) to the extent not prohibited by any applicable laws or interpretation
of the staff of the SEC use commercially reasonable efforts to cause the
Exchange Offer to be consummated not later than 270 days following the Closing
Date.  The Exchange Securities will be
issued under the Indenture.  Upon the
effectiveness of the Exchange Offer Registration Statement, the Company shall
promptly commence the Exchange Offer, it being the objective of such Exchange
Offer to enable each Holder eligible and electing to exchange Registrable
Securities for Exchange Securities (assuming that such Holder (a) is not an
affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (b)
is not a broker-dealer tendering Registrable Securities acquired directly from
the Company for its own account, (c) acquired the Exchange Securities in the
ordinary course of such Holder’s business and (d) is not engaged in and does
not intend to engage in and has no arrangements or understandings with any 



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Person to participate in
the Exchange Offer for the purpose of distributing the Exchange Securities, and
such Holder must so represent in order to participate in the Exchange Offer) to
transfer such Exchange Securities from and after their receipt without any
limitations or restrictions under the 1933 Act and under state securities or
blue sky laws.


In connection with the Exchange Offer, the Company
shall:


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


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


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


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


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


The Exchange Securities shall be issued under (i) the
Indenture or (ii) an indenture identical in all material respects to the
Indenture and which, in either case, has been qualified under the Trust
Indenture Act of 1939, as amended (the “TIA”), or is exempt from such
qualification and shall provide that the Exchange Securities shall not be
subject to the transfer restrictions set forth in the Indenture.  The Indenture or such indenture shall provide
that the Exchange Securities and the New Notes shall vote and consent together
on all matters as one class and that none of the Exchange Securities or the New
Notes will have the right to vote or consent as a separate class on any matter.


As soon as reasonably practicable after the expiration
date of the Exchange Offer, as the case may be, the Company shall:


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


(ii)           deliver to the Trustee for
cancellation all Registrable Securities so accepted for exchange; and



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


Interest on each Exchange Security will accrue from
the last date on which interest was paid on the Registrable Security
surrendered in exchange therefor or, if no interest has been paid on the
Registrable Security, from the date of original issuance.  The Exchange Offer shall not be subject to
any conditions, other than (i) that the Exchange Offer, or the making of any
exchange by a Holder, does not violate applicable law or any applicable interpretation
of the staff of the SEC, (ii) the due tendering of Registrable Securities in
accordance with the Exchange Offer, (iii) that each Holder of Registrable
Securities exchanged in the Exchange Offer shall have represented that all
Exchange Securities to be received by it shall be acquired in the ordinary
course of its business, that it is not a broker-dealer tendering Registrable
Securities acquired directly from the Company for its own account and that at
the time of the consummation of the Exchange Offer it shall have no arrangement
or understanding with any person to participate in the distribution (within the
meaning of the 1933 Act) of the Exchange Securities and shall have made such
other representations as may be reasonably necessary under applicable SEC
rules, regulations or interpretations to render the use of Form S-4 or other
appropriate form under the 1933 Act available and (iv) that no action or
proceeding shall have been instituted or threatened in any court or by or
before any governmental agency with respect to the Exchange Offer which, in the
Company’s judgment, would reasonably be expected to impair the ability of the
Company to proceed with the Exchange Offer. 
The Company shall inform the Dealer Managers of the names and addresses
of the Holders to whom the Exchange Offer is made, and the Dealer Managers
shall have the right to contact such Holders and otherwise facilitate the
tender of Registrable Securities in the Exchange Offer.


2.2           Shelf
Registration.  (i) If, because of any
changes in law, SEC rules or regulations or applicable interpretations thereof
by the staff of the SEC, the Company is not permitted to effect the Exchange
Offer as contemplated by Section 2.1 hereof, (ii) if for any other reason the
Exchange Offer Registration Statement is not declared effective within 225 days
following the original issue of the Registrable Securities or the Exchange
Offer is not consummated within 270 days after the original issue of the
Registrable Securities, or (iii) if a Holder notifies the Company in writing
prior to the 20th day following the consummation of the Exchange
Offer that it is not permitted to participate in the Exchange Offer or does not
receive fully tradeable Exchange Securities pursuant to the Exchange Offer,
then in case of each of clauses (i) through (iii) the Company shall, at its
reasonable cost:


(a)           As promptly as practicable, but no
later than 60 days after being required to do so under Section 2.2 hereof, file
with the SEC, and thereafter shall use commercially reasonable efforts to cause
to be declared effective as promptly as practicable but no later than 210 days
after being required to do so under Section 2.2 hereof, a Shelf Registration
Statement relating to the offer and sale of the Registrable Securities by the
Holders from time to time in accordance with the methods of distribution
elected by the Majority Holders participating in the Shelf Registration and set
forth in such Shelf Registration Statement; provided,
however, that nothing in this Section 2.2(a) shall require the
filing of a Shelf Registration Statement prior to the 



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deadline for
filing the Exchange Offer Registration Statement set forth in Section 2.1; provided, further,
that no Holder shall be entitled to be named as a selling securityholder in the
Shelf Registration Statement or to use the prospectus forming a part thereof
for resales of Registrable Securities unless such Holder has signed and
returned to the Company a notice and questionnaire as distributed by the
Company consenting to such Holder’s inclusion in the prospectus as a selling
securityholder and providing such further information to the Company as the
Company may reasonably request.


(b)           Use commercially reasonable efforts
to keep the Shelf Registration Statement continuously effective in order to
permit the Prospectus forming part thereof to be usable by Holders for a period
of two years from the date the Shelf Registration Statement is declared
effective by the SEC, or for such shorter period that will terminate when all
Registrable Securities covered by the Shelf Registration Statement have been
sold pursuant to the Shelf Registration Statement or cease to be outstanding or
otherwise to be Registrable Securities (the “Effectiveness Period”).


(c)           Notwithstanding any other provisions
hereof, use commercially reasonable efforts to ensure that (i) any Shelf
Registration Statement and any amendment thereto, at the time each such
registration statement or amendment thereto becomes effective, and any
Prospectus, as of the date thereof, forming part thereof and any supplement thereto
complies in all material respects with the 1933 Act and the rules and
regulations thereunder, (ii) any Shelf Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any
Prospectus forming part of any Shelf Registration Statement, and any supplement
to such Prospectus (as amended or supplemented from time to time) (each as of
the date thereof), does not include an untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements, in
light of the circumstances under which they were made, not misleading; provided, that clauses (ii) and (iii) of
this paragraph shall not apply to any information provided by the Dealer
Managers or any Holder.


The Company further agrees, if necessary, to
supplement or amend the Shelf Registration Statement, as required by Section
3(b) below, and to furnish to the Holders of Registrable Securities copies of
any such supplement or amendment promptly after its being used or filed with
the SEC (other than with respect to any such supplement or amendment resulting
solely from the incorporation by reference of any report filed under the 1934
Act).  In the event that the Exchange
Offer is consummated within 270 days after the Closing Date, the Company shall
have no obligation to file a Shelf Registration Statement pursuant to
Section 2.2(ii).


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



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2.4           Effectiveness.
An Exchange Offer Registration Statement pursuant to Section 2.1 hereof or a
Shelf Registration Statement pursuant to Section 2.2 hereof will not be deemed
to have become effective unless it has been declared effective by the SEC or
has otherwise become effective; provided, however, that if, after it has been declared effective or
has otherwise become effective, the offering of Registrable Securities pursuant
to an Exchange Offer Registration Statement or a Shelf Registration Statement
is interfered with by any stop order, injunction or other order or requirement
of the SEC or any other governmental agency or court, such Registration
Statement will be deemed not to have become effective during the period of such
interference, until the offering of Registrable Securities pursuant to such
Registration Statement may legally resume.


2.5           Interest.  The Company agrees that in the event that (a)
if required, the Exchange Offer Registration Statement is not filed with the
SEC on or prior to the 90th calendar day
following the Closing Date, (b) (i) if required, the Exchange Offer is not
consummated on or prior to the 270th calendar day following the Closing Date or
(ii) if required, a Shelf Registration Statement has not become effective on or
prior to the 210th calendar day following the date on which the
Company became obligated to file such Shelf Registration Statement under
Section 2.2 hereof, (c) if required, the Exchange Offer Registration
Statement is filed and declared effective but shall thereafter cease to be
effective (other than after such time as all New Notes have been disposed of
hereunder) or is not usable prior to the consummation of the Exchange Offer or
(d) if required, the Shelf Registration Statement has been filed and is declared
or otherwise becomes effective but ceases to be effective or usable for a
period of time that exceeds 120 days in the aggregate in any 12-month period in
which it is required to be effective hereunder (each such event referred to in
the preceding clauses (a) through (d), a “Registration Default”), the interest
rate borne by the New Notes affected thereby shall be increased (“Additional
Interest”) immediately upon occurrence of a Registration Default by one-quarter
of one percent (0.25%) per annum with respect to the first 90-day period while
one or more Registration Defaults is continuing and will increase to a maximum
of one-half of one percent (0.50%) per annum Additional Interest thereafter
while one or more Registration Defaults is continuing until all Registration
Defaults have been cured; provided
that Additional Interest shall accrue only for those days that a Registration
Default occurs and is continuing, including the date on which any Registration
Default shall occur but not including the date on which all Registration
Defaults have been cured. Such Additional Interest shall be calculated based on
a year consisting of 360 days comprised of twelve 30-day months. Following the
cure of all Registration Defaults the accrual of Additional Interest will cease,
the interest rate will revert to the original rate and, upon any subsequent
Registration Default following any such cure of all Registration Defaults,
Additional Interest will begin accruing again at one-quarter of one percent
(0.25%) per annum and will increase to a maximum of one-half of one percent
(0.50%) per annum as provided above until all Registration Defaults have been
cured. Additional Interest shall not be payable with respect to Registration
Defaults for any period during which a Shelf Registration Statement is
effective and usable by the Holders.


The Company shall notify the Trustee within five  business days after each and every date on which an event
occurs in respect of which Additional Interest is required to be paid (an “Event
Date”). Additional Interest shall be paid by depositing with the Trustee, in
trust, for the benefit of the Holders of Registrable Securities, on or before
the applicable semiannual interest payment date, immediately available funds in
sums sufficient to pay the Additional



 8
 









Interest then due. The Additional Interest due shall
be payable on each interest payment date to the record Holder of New Notes
affected thereby entitled to receive the interest payment to be paid on such
date as set forth in the Indenture. Each obligation to pay Additional Interest
shall be deemed to accrue from and including the day following the applicable
Event Date.


Notwithstanding anything else contained herein, no
Additional Interest shall be payable in relation to the applicable Shelf Registration
Statement or the related prospectus if (i) such Additional Interest is payable
solely as a result of (x) the filing of a post-effective amendment to such
Shelf Registration Statement to incorporate annual audited or, if required by
the rules and regulations under the Securities Act, quarterly unaudited
financial information with respect to the Company where such post-effective
amendment is not yet effective and needs to be declared or otherwise become
effective to permit Holders to use the related prospectus or (y) the Company
notifies the Holder to suspend use (on one or more occasions) of the Shelf
Registration Statement and the related prospectus for a period not to exceed an
aggregate of 120 days in any calendar year because of the occurrence of any
material event or development with respect to the Company that, in the
reasonable judgment of the Company, would be detrimental to the Company if so
disclosed or would otherwise materially adversely affect a financing,
acquisition, disposition, merger or other material transaction; provided, however,
that in no event shall the Company be required to disclose the business purpose
for such suspension. Notwithstanding the foregoing, the Company shall not be
required to pay Additional Interest with respect to the New Notes to any Holder
if the failure arises from the Company’s failure to file, or cause to become
effective, a Shelf Registration Statement within the time periods specified in
this Section 2 by reason of the failure of such Holder to provide such
information as (i) the Company may reasonably request, with reasonable prior
written notice, for use in the Shelf Registration Statement or any prospectus
included therein to the extent the Company reasonably determines that such
information is required to be included therein by applicable law, (ii) the NASD
or the SEC may request in connection with such Shelf Registration Statement or
(iii) is required to comply with the agreements of such Holder as contained
herein to the extent compliance thereof is necessary for the Shelf Registration
Statement to be declared or otherwise become effective, including, without
limitation, a signed notice and questionnaire as distributed by the Company
consenting to such Holder’s inclusion in the prospectus as a selling securityholder
and providing such further information to the Company as the Company may
reasonably request.


3.             Registration
Procedures.


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


(a)           prepare and file
with the SEC a Registration Statement, within the relevant time period
specified in Section 2, on the appropriate form under the 1933 Act, which form
(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
eligible selling Holders thereof, (iii) shall, at the time of effectiveness,
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 (iv) shall comply in all respects with the requirements
of



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Regulation S-T under the 1933 Act, and use commercially reasonable
efforts to cause such Registration Statement to become effective and remain
effective in accordance with Section 2 hereof;


(b)           subject to the
limitations contained in the third paragraph of Section 2.5, prepare and file
with the SEC such amendments and post-effective amendments to each Registration
Statement as may be necessary under applicable law to keep such Registration
Statement effective for the applicable period in accordance with Section 2; and
cause each Prospectus to be supplemented by any required prospectus supplement,
and as so supplemented to be filed pursuant to Rule 424 (or any similar
provision then in force) under the 1933 Act and comply with the provisions of
the 1933 Act, the 1934 Act and the rules and regulations thereunder applicable
to them with respect to the disposition of all securities covered by each
Registration Statement during the applicable period in accordance with the
intended method or methods of distribution by the selling Holders thereof
(including sales by any Participating Broker-Dealer) ; provided, however,
that nothing contained herein shall imply that the Company is liable for any
action or inaction of any Holder, including any Participating Broker-Dealer;


(c)           in the case of a
Shelf Registration, (i) notify each Holder of Registrable Securities, at least
three business days prior to filing, that a Shelf Registration Statement
(except in the case of an Automatic Shelf Registration Statement, in which case
at least three business days prior to the inclusion of information regarding
selling securityholders in the Prospectus forming a part of such Automatic
Shelf Registration Statement) with respect to the Registrable Securities is
being filed and advising such Holders that the distribution of Registrable
Securities will be made in accordance with the method selected by the Majority
Holders participating in the Shelf Registration; (ii) furnish to each Holder of
Registrable Securities without charge, as many copies of each Prospectus,
including each preliminary Prospectus, and any amendment or supplement thereto
and such other documents as such Holder or underwriter may reasonably request,
including financial statements and schedules and, if the Holder so requests,
all exhibits in order to facilitate the public sale or other disposition of the
Registrable Securities; and (iii) hereby consent to the use of the Prospectus
or any amendment or supplement thereto by each of the selling Holders of
Registrable Securities in connection with the offering and sale of the
Registrable Securities covered by the Prospectus or any amendment or supplement
thereto;


(d)           in the case of a
Shelf Registration, use commercially reasonable efforts to register or qualify
the Registrable Securities under all applicable state securities or “blue sky”
laws of such jurisdictions as any Holder of Registrable Securities covered by a
Registration Statement shall reasonably request by the time the Shelf
Registration Statement is declared effective by the SEC or otherwise become
effective, and do any and all other acts and things which may be reasonably
necessary or advisable to enable each such Holder to consummate the disposition
in each such jurisdiction of such Registrable Securities owned by such Holder; provided, however, that
the Company shall not be required to (i) qualify as a foreign corporation or as
a dealer in securities in any jurisdiction where it would not otherwise be
required to qualify but for this Section 3(d),



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or (ii) take any action which would subject it to general service of
process or taxation in any such jurisdiction where it is not then so subject;


(e)           notify promptly
counsel for the Holders and counsel for the Dealer Managers and, with respect
to clauses (i), (iii), (iv) and (v) of this paragraph only, each Holder of
Registrable Securities under a Shelf Registration or any Participating
Broker-Dealer who has notified the Company that it is utilizing the Exchange
Offer Registration Statement as provided in paragraph (f) below and, if
requested by such Holder or Participating Broker-Dealer, confirm such advice in
writing promptly (i) when a Registration Statement (other than an Automatic
Shelf Registration Statement) has become effective and when any post-effective
amendments (other than as a result of incorporated document) and supplements
thereto become effective, (ii) of any request by the SEC or any state
securities authority for post-effective amendments and supplements to a
Registration Statement and Prospectus or for additional information after the
Registration Statement has become effective, (iii) of the issuance by the SEC
or any state securities authority of any stop order suspending the
effectiveness of a Registration Statement or the initiation of any proceedings
for that purpose, (iv) of the happening of any event or the discovery of any
facts during the period a Shelf Registration Statement is effective that
requires any change in the Registration Statement or Prospectus so that, as of
such date, the statements therein are not misleading and do not omit to state a
material fact required to be stated therein to make the statements therein not
misleading (in the case of the Prospectus, in the light of the circumstances
under which they were made); provided,
however, that such notice need not identify the event that requires
such change, and (v) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the Registrable Securities or
the Exchange Securities, as the case may be, for sale in any jurisdiction or
the initiation or threatening of any proceeding for such purpose;


(f)            In the case of the
Exchange Offer Registration Statement (i) include in the Exchange Offer
Registration Statement a section entitled “Plan of Distribution” which section
shall be reasonably acceptable to Merrill Lynch and RBSGC , and which shall
contain a summary statement of the positions taken or policies made by the
staff of the SEC with respect to the potential “underwriter” status of any
broker-dealer that holds Registrable Securities acquired for its own account as
a result of market-making activities or other trading activities and that will
be the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of
Exchange Securities to be received by such broker-dealer in the Exchange Offer,
whether such positions or policies have been publicly disseminated by the staff
of the SEC or such positions or policies, in the reasonable judgment of Merrill
Lynch on behalf of the Participating Broker-Dealers and its counsel, represent
the prevailing views of the staff of the SEC, including a statement that any
such broker-dealer who receives Exchange Securities for Registrable Securities
pursuant to the Exchange Offer may be deemed a statutory underwriter and must
deliver a prospectus meeting the requirements of the 1933 Act in connection
with any resale of such Exchange Securities, (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 each Prospectus included in the
Exchange Offer Registration Statement, including any preliminary prospectus,
and any amendment or supplement thereto, as such Participating



 11
 









Broker-Dealer may reasonably request, (iii) hereby consent to the use
of the Prospectus forming part of the Exchange Offer Registration Statement or
any amendment or supplement thereto, by any Person subject to the prospectus
delivery requirements of the SEC, including all Participating Broker-Dealers,
in connection with the sale or transfer of the Exchange Securities covered by
the Prospectus or any amendment or supplement thereto, and (iv) include in the
transmittal letter 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 1933 Act in connection with any
resale of Exchange Securities received in respect of such Registrable
Securities pursuant to the Exchange Offer;” and


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


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


(h)           make every
reasonable effort to obtain the withdrawal of any order suspending the
effectiveness of a Registration Statement as soon as possible;


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


(j)            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 enable such Registrable Securities to be in such denominations
(consistent with the provisions of the Indenture) and registered in such names
as the selling Holders or the underwriters, if any, may reasonably request at
least three business days prior to the closing of any sale of Registrable
Securities;


(k)           in the case of a
Shelf Registration, upon the occurrence of any event or the discovery of any
facts, each as contemplated by Sections 3(e)(iv) hereof, as promptly as
practicable after the occurrence of such an event, use its commercially
reasonable efforts to prepare a supplement or post-effective amendment to the
Registration Statement or the



 12
 









related Prospectus or any document incorporated therein by reference or
file any other required document so that, as thereafter delivered to the
purchasers of the Registrable Securities or Participating Broker-Dealers, such
Prospectus will not contain at the time of such delivery any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading or will remain so qualified. 
At such time as such public disclosure is otherwise made or the Company
determines that such disclosure is not necessary, in each case to correct any
misstatement of a material fact or to include any omitted material fact, the
Company agrees promptly to notify each Holder of such determination and to
furnish each Holder such number of copies of the Prospectus as amended or
supplemented, as such Holder may reasonably request;


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


(m)          (i)  cause the Indenture to be qualified under the
TIA in connection with the registration of the Exchange Securities or
Registrable Securities, as the case may be, (ii) cooperate with the Trustee and
the Holders to effect such changes to the Indenture as may be required for the
Indenture to be so qualified in accordance with the terms of the TIA and (iii)
execute, and use its 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 the Indenture
to be so qualified in a timely manner;


(n)           in the case of a
Shelf Registration, enter into agreements (including if requested, an
underwriting agreement in customary form containing customary representations,
warranties, terms and conditions; provided,
that the Company shall not be required to enter into such agreement more than
once with respect to all the Registrable Securities and may delay entering into
such agreement until the consummation of any underwritten public offering which
the Company may have then undertaken) and take all other customary and
appropriate actions in order to expedite or facilitate the disposition of such
Registrable Securities and in such connection whether or not an underwriting
agreement is entered into and whether or not the registration is an
underwritten registration;


(o)           in the case of a
Shelf Registration or if a Prospectus is required to be delivered by any
Participating Broker-Dealer in the case of an Exchange Offer, make available
for inspection by a representative of the Holders of the Registrable
Securities, any underwriters participating in any disposition pursuant to a
Shelf Registration Statement, any Participating Broker-Dealer and counsel for
the Holders, all financial and other records, pertinent corporate documents and
properties of the Company reasonably requested by any such persons, and cause
the respective officers, directors, employees, and any other agents of the
Company to supply all information reasonably requested by any such
representative, underwriter, Participating Broker-Dealer or counsel for the



 13
 









Holders in connection with a Registration Statement in each case, as is
customary for similar due diligence investigations; provided, however, that any information that is designated
in writing by the Company, in good faith, as confidential at the time of
delivery of such information shall be kept confidential by the Holders, any
underwriter, any Participating Broker-Dealer and any of their respective
representatives, unless such disclosure is made in connection with a court
proceeding or required by law, or such information becomes available to the
public generally or through a third party without an accompanying obligation of
confidentiality, provided, further,
that prior notice shall be provided as practicable to the Company of the
potential disclosure of any information in connection with a court proceeding
or required by law to permit the Company to obtain a protective order or take
such other action to prevent disclosure of such information;


(p)           a reasonable time
prior to the filing of any Exchange Offer Registration Statement or Shelf
Registration Statement (other than an Automatic Shelf Registration Statement),
any Prospectus forming a part thereof, any amendment to an Exchange Offer
Registration Statement or Shelf Registration Statement or amendment or
supplement to such Prospectus (other than with respect to any such amendment or
supplement resulting solely from the incorporation by reference of any report
filed under the 1934 Act), provide copies of such document to the Dealer
Managers, counsel for the Holders, if any, and make such changes in any Shelf
Registration Statement, any Prospectus forming a part thereof or amendment or
supplement thereto prior to the filing thereof as counsel for the Holders may
reasonably request within three business days of being sent a draft thereof and
make the representatives of the Company available for discussion of such
documents as shall be reasonably requested by the Dealer Managers;


(q)           in the case of a
Shelf Registration, use commercially reasonable efforts to cause the
Registrable Securities to be rated by the appropriate rating agencies, if so
requested by the Majority Holders, or if requested by the underwriter or
underwriters of an underwritten offering of Registrable Securities, if any;


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


In the case of a Shelf Registration Statement, the
Company may (as a condition to the participation of such Holder and the
beneficial owner of Registrable Securities in the Shelf Registration and in
addition to any other conditions to such participation set forth in this
Agreement) require each Holder of Registrable Securities to furnish to the
Company prior to the 30th day following the Company’s filing of such
request for information with the Trustee for delivery to the Holders such
information regarding the Holder and the proposed distribution by such Holder
or beneficial owner of such Registrable Securities as the Company may from time
to time reasonably request in writing.


In the case of a Shelf Registration Statement, each
Holder agrees that, upon receipt of any notice from the Company of the
happening of any event or the discovery of any facts, each of the kind
described in Section 3(e)(iv) hereof, such Holder will forthwith



 14
 









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(k) hereof,
and, if so directed by the Company, such Holder will deliver to the Company (at
its 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 current at the time of receipt of such notice.


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


4.             Indemnification;
Contribution.


(a)           The
Company agrees to indemnify and hold harmless each Holder (including each
Dealer Manager, if applicable, and each Participating Broker-Dealer) and each
Person, if any, who controls any Holder within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act as follows:


(i)            against any and all
loss, liability, claim, damage and expense whatsoever, as incurred, arising out
of any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement pursuant to which Registrable
Securities were registered under the 1933 Act, or the omission or alleged
omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading, or arising out of any
untrue statement or alleged untrue statement of a material fact contained in
any Prospectus or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;


(ii)           against any and all
loss, liability, claim, damage and expense whatsoever, as incurred, to the
extent of the aggregate amount paid in settlement of any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or of any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission; provided that
(subject to Section 4(d) below) any such settlement is effected with the
written consent of the Company; and


(iii)          against any and all
expense whatsoever, as incurred (including the reasonable fees and
disbursements of counsel chosen by any indemnified party), reasonably incurred
in investigating, preparing or defending against any litigation,



 15
 









or any investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission, to the
extent that any such expense is not paid under subparagraph (i) or (ii) above;


provided, however,
that this indemnity agreement shall not apply to any loss, liability, claim,
damage or expense to the extent arising out of any untrue statement or omission
or alleged untrue statement or omission made in reliance upon and in conformity
with written information furnished to the Company by the Holder or Underwriter
expressly for use in a Registration Statement or any Prospectus.


(b)           Each
Holder severally, but not jointly, agrees to indemnify and hold harmless the
Company, and the other selling Holders, and each of their respective directors
and officers, and each Person, if any, who controls the Company or any other
selling Holder within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act, against any and all loss, liability, claim, damage and expense
described in the indemnity contained in Section 4(a) hereof, as incurred, but
only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Shelf Registration Statement or any
Prospectus included therein in reliance upon and in conformity with written
information with respect to such Holder furnished to the Company by such Holder
expressly for use in the Shelf Registration Statement or such Prospectus.


(c)           Each
indemnified party shall give notice as promptly as reasonably practicable to
each indemnifying party of any action or proceeding commenced against it in
respect of which indemnity may be sought hereunder, but failure so to notify an
indemnifying party shall not relieve such indemnifying party from any liability
hereunder to the extent it is not materially prejudiced as a result thereof and
in any event shall not relieve it from any liability which it may have
otherwise than on account of this indemnity agreement.  An indemnifying party may participate at its
own expense in the defense of such action; provided,
however, that counsel to the
indemnifying party shall not (except with the consent of the indemnified party)
also be counsel to the indemnified party. 
In no event shall the indemnifying party or parties be liable for the
fees and expenses of more than one counsel (in addition to any local counsel)
separate from their own counsel for all indemnified parties in connection with
any one action or separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances. No
indemnifying party shall, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry of any judgment with
respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever
in respect of which indemnification or contribution could be sought under this
Section 4 (whether or not the indemnified parties are actual or potential
parties thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or 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 any indemnified party.


(d)           If
at any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel, such
indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by Section



 16
 









4(a)(ii) effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such indemnifying party of the
aforesaid request, (ii) such indemnifying party shall have received notice of
the terms of such settlement at least 30 days prior to such settlement being
entered into and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such
settlement.


(e)           If
the indemnification provided for in this Section 4 is for any reason
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, liabilities, claims, damages or expenses referred to therein,
then each indemnifying party shall contribute to the aggregate amount of such
losses, liabilities, claims, damages and expenses incurred by such indemnified
party, as incurred, in such proportion as is appropriate to reflect the
relative benefit received by the indemnified party, on the one hand, and the
indemnifying party, on the other hand, in connection with the Exchange Offer
and the Shelf Registration and the relative fault of the Company on the one
hand and the Holders on the other hand in connection with the statements or
omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.


The relative fault of the Company on the one hand and
the Holders on the other hand shall be determined by reference to, among other
things, whether any such untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact relates to information
supplied by the Company, on the one hand, or by the Holders, on the other hand,
and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.


The Company and the Holders agree that it would not be
just and equitable if contribution pursuant to this Section 4 were determined
by pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to above in this Section 4.
The aggregate amount of losses, liabilities, claims, damages and expenses
incurred by an indemnified party and referred to above in this Section 4 shall
be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.
Notwithstanding the provisions of this Section 4, in no event shall a Holder be
required to contribute any amount in excess of the amount by which the total
price at which the Exchange Securities or Registrable Securities sold by such
Holder exceeds the amount of any damages that such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission.


No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.


For purposes of this Section 4, each Person, if any,
who controls a Holder within the meaning of Section 15 of the 1933 Act or Section
20 of the 1934 Act shall have the same rights to contribution as such Holder,
and each director of the Company, and each Person, if any,



 17
 









who controls the Company within the meaning of Section
15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to
contribution as the Company.


The indemnity and contribution provisions contained in
this Section 4 shall remain operative and in full force and effect regardless
of (i) any termination of this Agreement, (ii) any investigation made by or on
behalf of any Holder, their respective affiliates or any Person controlling any
Holder, or by or on behalf of the Company, their respective affiliates or the
officers or directors of or any Person controlling the Company, (iii)
acceptance of any of the Exchange Securities and (iv) any sale of Registrable
Securities pursuant to a Shelf Registration Statement.


5.             Miscellaneous.


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


5.2           Amendments
and Waivers.  The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given unless the Company has obtained the written
consent of Holders of at least a majority in aggregate principal amount of the
outstanding Registrable Securities affected by such amendment, modification,
supplement, waiver or departure.


5.3           Notices.  All notices and other communications provided
for or permitted hereunder shall be made in writing by hand delivery,
registered first-class mail, telex, telecopier, or any courier guaranteeing
overnight delivery (a) if to a Holder, at the most current address given by
such Holder to the Company by means of a notice given in accordance with the
provisions of this Section 5.3, which address initially is the address set
forth in the Dealer Managers Agreement with respect to the Dealer Managers; and
(b) if to the Company, initially at the Company’s address set forth in the
Dealer Managers Agreement, and thereafter at such other address of which notice
is given in accordance with the provisions of this Section 5.3.


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


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


5.4           Successor
and Assigns.  This Agreement shall
inure to the benefit of and be binding upon the successors, assigns and
transferees of each of the parties, including, without



 18
 









limitation and without
the need for an express assignment, subsequent Holders; provided
that nothing herein shall be deemed to permit any assignment, transfer or other
disposition of Registrable Securities in violation of the terms of the Dealer
Managers 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 Dealer Managers Agreement, and such person
shall be entitled to receive the benefits hereof.


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


5.6           Restriction
on Resales.  Until the expiration of
two years after the original issuance of the New Notes, the Company will not,
and will cause its “affiliates” (as such term is defined in Rule 144(a)(1)
under the 1933 Act) not to, resell any New Notes which are “restricted
securities” (as such term is defined under Rule 144(a)(3) under the 1933 Act)
that have been reacquired by any of them and shall immediately upon any
purchase of any such New Notes submit such New Notes to the Trustee for
cancellation.


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


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


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


5.10         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.



 19
 









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


	
   

  	
  XCEL ENERGY INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George E.
  Tyson II

  	
   

  
	
   

  	
   

  	
  Name:George E.
  Tyson II

  
	
   

  	
   

  	
  Title:  Vice President and Treasurer

  



 


Confirmed and
accepted as

of the date first above

written:


	
  MERRILL LYNCH, PIERCE, FENNER & SMITH
  INCORPORATED

  
	
   

  	
   

  
	
  By:

  	
  /s/ Karl F. Schlopy

  	
   

  
	
   

  	
  Name:Karl F.
  Schlopy

  
	
   

  	
  Title:  Managing Director

  
	
   

  	
   

  
	
  GREENWICH CAPITAL MARKETS, INC.

  
	
   

  
	
  By:

  	
  /s/ Okwudiri Onyedum

  	
   

  
	
   

  	
  Name:Okwudiri Onyedum

  
	
   

  	
  Title:  Vice
  President

  
	
   

  	
   

  
	
  LAZARD CAPITAL MARKETS LLC

  
	
   

  
	
  By:

  	
  /s/ David G. McMillan, Jr.

  	
   

  
	
   

  	
  Name:David G.
  McMillan, Jr.

  
	
   

  	
  Title:  Managing Director

  



 



 20