Exhibit
      2.4




**EMPRESA
      DISTRIBUIDORA Y COMERCIALIZADORA NORTE S.A.**




**10.50%
      Senior Notes due 2017**




REGISTRATION
      RIGHTS AGREEMENT




October
      9, 2007




Citigroup
      Global Markets Inc.


388
      Greenwich Street


New
      York,
      New York 10013




Deutsche
      Bank Securities Inc.


60
      Wall
      Street


New
      York,
      NY 10005




As
      Representatives of the Initial Purchasers




Ladies
      and Gentlemen:




Empresa
      Distribuidora y Comercializadora Norte S.A. (the “ **Company** ”),
      a
      corporation organized under the laws of the Republic of Argentina (
“ **Argentina** ”),
      proposes to issue and sell to certain purchasers (the “ **Initial
      Purchasers** ”),
      for
      whom you (the “ **Representatives** ”)
      are
      acting as representatives, its 10.50% Senior Notes in the principal amount
      of
      U.S. $220,000,000 due 2017 (the “ **Securities** ”),
      upon
      the terms set forth in the Purchase Agreement between the Company and the
      Representatives dated October 1, 2007 (the “ **Purchase
      Agreement** ”)
      relating to the initial placement (the “ **Initial
      Placement** ”)
      of the
      Securities. To induce the Initial Purchasers to enter into the Purchase
      Agreement and to satisfy a condition to your obligations thereunder, the Company
      agrees with you for your benefit and the benefit of the holders from time to
      time of the Securities (including the Initial Purchasers) (each a “ **Holder** ”
and,
      collectively, the “ **Holders** ”),
      as
      follows:




1.  Definitions .
      Capitalized terms used herein without definition shall have their respective
      meanings set forth in the Purchase Agreement. As used in this Agreement, the
      following capitalized defined terms shall have the following
      meanings:




“ **Act** ”
shall
      mean the Securities Act of 1933, as amended, and the rules and regulations
      of
      the Commission promulgated thereunder.




“ **Affiliate** ”
shall
      have the meaning specified in Rule 405 under the Act and the terms “controlling”
and “controlled” shall have meanings correlative thereto.





1





“ **Broker-Dealer** ”
shall
      mean any broker or dealer registered as such under the Exchange
      Act.




“ **Business
      Day”** shall
      mean any day other than a Saturday, a Sunday or a legal holiday or a day on
      which banking institutions or trust companies are authorized or obligated by
      law
      to close in New York City or Argentina.




“ **Closing
      Date** ”
shall
      mean the date of the first issuance of the Securities.




“ **Commission** ”
shall
      mean the United States Securities and Exchange Commission.




“ **Deferral
      Period** ”
shall
      have the meaning indicated in Section 4(k)(ii) hereof.




“ **Depositary** ”
means
      any of The Depository Trust Company (“ **DTC** ”),
      Euroclear Bank S.A./N.V., as operator of the Euroclear system and its successors
      (“ **Euroclear** ”)
      and
      Clearstream Banking, *société
      anonyme* ,
      Luxembourg and its successors (“ **Clearstream** ”),
      as
      the case may be.




“ **Exchange
      Act** ”
shall
      mean the Securities Exchange Act of 1934, as amended, and the rules and
      regulations of the Commission promulgated thereunder.




“ **Exchange
      Offer Registration Period** ”
shall
      mean the one-year period following the consummation of the Registered Exchange
      Offer, exclusive of any period during which any stop order shall be in effect
      suspending the effectiveness of the Exchange Offer Registration
      Statement.




“ **Exchange
      Offer Registration Statemen** t” shall mean
      a
      registration statement of the Company on an appropriate form under the Act
      with
      respect to the Registered Exchange Offer, all amendments and supplements to
      such
      registration statement, including post-effective amendments thereto ,
      in each
      case including the Prospectus contained therein, all exhibits thereto and all
      material incorporated by reference therein.




“ **Exchanging
      Dealer** ” shall mean
      any
      Holder (which may include any Initial Purchaser) that is a Broker-Dealer and
      elects to exchange for
      New
      Securities any Securities that
      it acquired
      for its own account as a result of market-making activities or other trading
      activities (but not directly from the Company or any Affiliate of the Company)
      for New Securities.




“ **Final** **Offering** **Memorandum** ” shall
      mean the
      offering memorandum, dated October
      1, 2007, relating to the Securities, including any and all exhibits thereto
      and
      any information incorporated by reference therein as of such date .




“ **Holder** ” shall have
      the
      meaning set forth in the preamble hereto.





2





“ **Indenture** ” shall mean
      the
      Indenture relating to the Securities , dated as
      of October
      9, 2007 ,
      between
      the Company and The Bank of New York , as
      trustee, as the same may be amended from time to time in accordance with the
      terms thereof.




“ **Initial
      Placement** ” shall ha ve the
      meaning set forth in the preamble hereto.




“ **Initial
      Purchaser** ”
shall
      have the meaning set forth in the preamble hereto.




“ **Losses** ”
shall
      have the meaning set forth in Section 6(d) hereof.




“ **Majority
      Holders** ” shall mean ,
      on any
      date, Holders
      of a majority of the aggregate principal amount of Securities registered under
      a
      Registration Statement.




“ **Managing
      Underwriters** ” shall mean
      the
      investment banker or investment bankers and manager or managers that administer
      an underwritten offering ,
      if any, under
      a
      Registration Statement.




“ **NASD
      Rules** ”
shall
      mean the Conduct Rules and the By-Laws of the National Association of Securities
      Dealers, Inc.




“ **New
      Securities** ” shall mean debt securities
      of the Company identical in all material respects to the Securities (except
      that
      the transfer restrictions shall be
      modified or eliminated, as appropriate) to be issued under  the
      New
      Securities Indenture.




“ **New
      Securities Indenture** ” shall mean
      an
      indenture between the Company and the New Securities Trustee, identical in
      all
      material respects to the Indenture (except that the transfer restrictions shall be
      modified or eliminated, as appropriate) ,
      which
      may be the Indenture if in the terms thereof appropriate provision is made
      for
      the New Securities .




“ **New
      Securities Trustee** ” shall mean
      a
      bank or trust company reasonably satisfactory to the Initial Purchasers, as
      trustee with respect to the New Securities under the New Securities
      Indenture.




“ **Prospectus** ” shall mean
      the
      prospectus included in any Registration Statement (including, without
      limitation, a prospectus that discloses information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A under the Act), as amended or supplemented by any prospectus
      supplement, with respect to the terms of the offering of any portion of the
      Securities or the New Securities covered by such Registration Statement, and
      all
      amendments and supplements thereto ,
      including any and all exhibits thereto and any information incorporated by
      reference therein .




“ **Purchase
      Agreement** ”
shall
      have the meaning set forth in the preamble hereto.




“ **Registered
      Exchange Offer** ” shall mean
      the
      proposed offer of
      the
      Company to issue
      and
      deliver to the
      Holders of
      the
      Securities that are not prohibited by any law or policy of the Commission from
      participating in such offer ,
      in
      exchange for the Securities, a like aggregate principal
      amount of the New Securities.




3




“ **Registrable
      Securities** ”
shall
      mean (i) Securities other than those that have been (A) registered under a
      Registration Statement and disposed of in accordance therewith or (B)
      distributed to the public pursuant to Rule 144 under the Act or any successor
      rule or regulation thereto that
      may
      be adopted by the Commission and (ii)
      any New Securities resale of which by the Holder thereof requires compliance
      with the prospectus delivery requirements of the Act.




“ **Registration
      Default Damages** ”
shall
      have the meaning set forth in Section 8 hereof.




“ **Registration
      Statement** ” shall mean
      any
      Exchange Offer Registration Statement or Shelf Registration Statement that
      covers any of the Securities or the New Securities pursuant to the provisions
      of
      this Agreement, any 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.




“ **Securities** ” shall ha ve the
      meaning set forth in the preamble hereto.




“ **Shelf
      Registration** ” shall mean
      a
      registration effected pursuant to Section 3 hereof.




“ **Shelf
      Registration Period** ”
has
      the
      meaning set forth in Section 3(b) hereof.




“ **Shelf
      Registration Statement** ” shall mean
      a
“shelf” registration statement of the Company pursuant to the provisions of
      Section 3 hereof which covers some or all of the Registrable Securities
      (but no other securities unless approved by the Holders whose Registrable
      Securities are to be covered by such Shelf Registration Statement), on an
      appropriate form under Rule 415 under the Act, or any similar rule that may
      be adopted by the Commission, 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 Securities under the Indenture.




“ **Trust
      Indenture Act** ”
shall
      mean the Trust Indenture Act of 1939, as amended, and the rules and regulations
      of the Commission promulgated thereunder.




“ **Underwriter** ” shall mean
      any
      underwriter of Securities in connection with an offering thereof under a Shelf
      Registration Statement.




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2.  Registered
      Exchange Offer .  a) To the
      extent not prohibited by any applicable law or applicable interpretations of
      the
      staff of the Commission, the Company shall use
      its
      reasonable best efforts to prepare
      and, not later than 300 days
      following the Closing Date, file with the Commission the Exchange Offer
      Registration Statement with respect to the Registered Exchange Offer. The
      Company shall use its best efforts to cause the Exchange Offer Registration
      Statement to become effective under the Act within 330 days of
      the Closing
      Date.




(b)  Upon
      the
      effectiveness of the Exchange Offer Registration Statement, the Company shall
      promptly commence the Registered Exchange Offer, it being the objective of
      such
      Registered Exchange Offer to enable each Holder electing to exchange Securities
      for New Securities (assuming that such Holder is not an Affiliate of the
      Company, acquires the New Securities in the ord inary course
      of
      such Holder’s business, has no arrangements with any person to participate in
      the distribution of the New Securities and is
      not prohibited by any law or policy of the Commission from participating in
      the
      Registered Exchange Offer ) and to
      trade
      such New Securities from and after their receipt without any limitations or
      restrictions under the Act and without material restrictions under the
      securities laws of a substantial proportion of the several states of the United
      States.




(c)  In
      connection with the Registered Exchange Offer, the Company shall:




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




(ii)  keep
      the
      Registered Exchange Offer open for not less than 20
      Business Days and not
      more than 30
      Business D ays
      after
      the date notice thereof is mailed to the Holders (or ,
      in each
      case, longer
      if required by applicable law);




(iii)  use
      its reasonable best
      efforts to keep the Exchange Offer Registration Statement continuously
      effective under
      the Act, supplemented and amended as required, until
      the earlier of (A)
      180
      days after
      the
      closing of the Registered Exchange Offer and (B) such
      times as all Exchanging Dealers no longer own any Registrable
      Securities;




(iv)  utilize
      the services of a depositary for the Registered Exchange Offer with an address
      in the Borough of Manhattan in New
      York City,
      which may be the Trustee, the New Securities Trustee or an Affiliate of either
      of them ;




(v)  permit
      Holders to withdraw tendered Securities at any time prior to the close of
      business, New York time, on the last Business Day on which the Registered
      Exchange Offer is open;




(vi)  prior
      to
      effectiveness of the Exchange Offer Registration Statement, provide a
      supplemental letter to the Commission (A) stating that the Company is conducting
      the Registered Exchange Offer in reliance on the position of the Commission
      in Exxon
      Capital Holdings Corporation (pub.
      avail. May 13, 1988), Morgan
      Stanley and Co., Inc .
      (pub.
      avail. June 5, 1991); and (B) including a representation that the Company has
      not entered into any arrangement or understanding with any person to distribute
      the New Securities to be received in the Registered Exchange Offer and that,
      to
      the best of the Company’s information and belief, each Holder participating in
      the Registered Exchange Offer is acquiring the New Securities in the ordinary
      course of business and has no arrangement or understanding with any person
      to
      participate in the distribution of the New Securities; and




5




(vii)  comply
      in
      all respects with all applicable laws.




(d)  As
      soon
      as practicable after the close of the Registered Exchange Offer, the Company
      shall:




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




(ii)  deliver ,
      or
      cause to be delivered, to the
      Trustee for cancellation in
      accordance with Section 4(s) all
      Securities (or
      portions thereof) so
      accepted for exchange; and




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




(e)  Each
      Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder
      using the Registered Exchange Offer to participate in a distribution of the
      New
      Securities (x) could not under Commission policy as in effect on the date of
      this Agreement rely on the position of the Commission in Exxon
      Capital Holdings Corporation (pub.
      avail. May 13, 1988) and Morgan
      Stanley and Co., Inc. (pub.
      avail. June 5, 1991), as interpreted in the Commission’s letter to Shearman
& Sterling dated July 2, 1993 and similar no-action letters; and (y) must
      comply with the registration and prospectus delivery requirements of the Act
      in
      connection with any secondary resale transaction, which must be covered by
      an
      effective registration statement containing the selling security holder
      information required by Item 507 or 508, as applicable, of Regulation S-K under
      the Act if the resales are of New Securities obtained by such Holder in exchange
      for Securities acquired by such Holder directly from the Company or one of
      its
      Affiliates. Accordingly, each Holder participating in the Registered Exchange
      Offer shall be required to represent to the Company that, at the time of the
      consummation of the Registered Exchange Offer:




(i)  any
      New
      Securities received by such Holder will be acquired in the ordinary course
      of
      business;




6




(ii)  such
      Holder will have no arrangement or understanding with any person to participate
      in the distribution of the Securities or the New Securities within the meaning
      of the Act; and




(iii)  such
      Holder is not an Affiliate of the Company.




(f)  If
      any Initial Purchaser
      determines that it is not eligible to participate in the Registered Exchange
      Offer with respect to the exchange of Securities constituting any portion of
      an
      unsold allotment, at the request of such Initial Purchaser, the Company shall
      issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as
      contemplated by Section 3 hereof from such Initial Purchaser, in exchange for
      such Securities, a like principal amount of New Securities. The Company shall use
      its
      best efforts to
      cause
      the CUSIP Service Bureau to issue the same CUSIP number for such New Securities
      as for New Securities issued pursuant to the Registered Exchange
      Offer.




3.  Shelf
      Registration . b) If i)  due
      to any
      change in law or applicable interpretations thereof by the Commission’s staff,
      the Company determines upon advice of its outside counsel that it is not
      permitted to effect the Registered Exchange Offer as contemplated by
      Section 2 hereof; ii) for
      any other reason the
      Exchange Offer Registration Statement is not declared effective within 330
      days
      of the Closing Date or the
      Registered Exchange Offer is not consummated within 365 days of
      the date hereof ;  iii) any
      Initial Purchaser so requests with respect to Securities that
      are
      not eligible to be exchanged for New Securities in the Registered Exchange
      Offer
      and that are held
      by
      it following consummation of the Registered Exchange Offer ;  iv) any
      Holder (other than a n Initial
      Purchaser) is not eligible to participate in the Registered Exchange
      Offer ; or v) in
      the case of any Initial Purchaser that participates in the Registered Exchange
      Offer or acquires New Securities pursuant to Section 2(f) hereof, such
      Initial Purchaser does not receive freely tradeable New Securities in exchange
      for Securities constituting any portion of an unsold allotment (it being
      understood that ( x)
      the
      requirement that a n Initial
      Purchaser deliver a Prospectus containing the information required by Item
      507
      or 508 of Regulation S-K under the Act in connection with sales of New
      Securities acquired in exchange for such Securities shall result in such New
      Securities being not “freely tradeable” ;
      and (y) the
      requirement that an Exchanging Dealer deliver a Prospectus in connection with
      sales of New Securities acquired in the Registered Exchange Offer in exchange
      for Securities acquired as a result of market-making activities or other trading
      activities shall not result in such New Securities being not “freely
      tradeable”) and the
      Company receives reasonable advance notice that it will be required to file
      a
      Shelf Registration Statement pursuant to this clause (a)(v) ,
      the Company
      shall use its reasonable best efforts to effect a Shelf Registration Statement
      in accordance with subsection (b) below.




7




(b)
      (i)  The Company shall as promptly as practicable (but in no event
      more than 30 days
      after so required or requested pursuant to this Section 3), file with the
      Commission and shall use its best efforts to cause to be declared effective
      under the Act within
      90 days after
      so
      required or requested , a Shelf
      Registration Statement relating to the offer and sale of the Securities or
      the
      New Securities, as applicable, by the Holders thereof from
      time
      to time in accordance with the methods of distribution elected by such Holders
      and set forth in such Shelf Registration Statement; provided , however , that no
      Holder
      (other than an Initial Purchaser) shall be entitled to have the Securities
      held
      by it covered by such Shelf Registration Statement unless such Holder agrees
      in
      writing to be bound by all of the provisions of this Agreement applicable to
      such Holder; and provided  further ,
      that with
      respect to New Securities received by a n Initial
      Purchaser in exchange for Securities constituting any portion of an unsold
      allotment, the Company may, if permitted by current interpretations by the
      Commission’s staff, file a post-effective amendment to the Exchange Offer
      Registration Statement containing the information required by Item 507 or
      508 of
      Regulation S-K ,
      as
      applicable, in satisfaction of its obligations under this subsection with
      respect thereto, and any such Exchange Offer Registration Statement, as so
      amended, shall be referred to herein as, and governed by the provisions herein
      applicable to, a Shelf Registration Statement.




(ii)  The
      Company shall use its reasonable best
      efforts to keep the Shelf Registration Statement continuously
      effective ,
      supplemented and amended as required by the Act, in
      order
      to permit the Prospectus forming part thereof to be usable by Holders for a
      period the “ **Shelf
      Registration Period** ”)  from
      the
      date the Shelf Registration Statement is declared effective by the Commission until
      (A)
      the expiration of the holding period under Rule 144(k) under the Act or (B)
      the
      date upon which all the
      Securities or New Securities, as applicable, covered by the Shelf Registration
      Statement have been sold pursuant to the Shelf Registration Statement. The
      Company shall be deemed not to have used its reasonable best
      efforts to keep the Shelf Registration Statement effective during the Shelf
      Registration Period if it voluntarily takes any action that would result in
      Holders of Securities covered thereby not being able to offer and sell such
      Securities at
      any
      time during
      the Shelf Registration P eriod,
      unless such action is (x) required
      by applicable law or otherwise
      under taken
      by
      the Company in good faith and for valid business reasons (not including
      avoidance of the Company’s obligations hereunder), including the acquisition or
      divestiture of assets, and
      (y) permitted pursuant to Section 4(k) (ii) hereof.




(iii)  The
      Company shall cause the Shelf Registration Statement and the related Prospectus
      and any amendment or supplement thereto, as of the effective date of the Shelf
      Registration Statement or such amendment or supplement, (A) to comply in all
      material respects with the applicable requirements of the Act; and (B) not
      to
      contain any untrue statement of a material fact or omit to state a material
      fact
      required to be stated therein or necessary in order to make the statements
      therein (in
      the
      case of the Prospectus, in the light
      of
      the circumstances under which they were made) not
      misleading.




4.  Additional Registration
      Procedures .
      In
      connection with any Shelf Registration Statement and, to the extent applicable,
      any Exchange Offer Registration Statement, the following provisions shall
      apply.




8




(a)  The
      Company shall:




(i)  furnish
      to each of the Representatives and to counsel for the Holders, not
      less
      than five Business Days prior
      to
      the filing thereof with the Commission, a copy of any Exchange Offer
      Registration Statement and any Shelf
      Registration Statement, and each amendment thereof and each amendment or
      supplement, if any, to the Prospectus included therein (including
      all documents incorporated by reference therein after the initial filing) and
      shall
      use its reasonable best
      efforts to reflect in each such document, when so filed with the Commission,
      such comments as the Representatives reasonably propose ;




(ii)  include
      the information set forth in Annex A hereto on the facing
      page of
      the
      Exchange Offer Registration Statement, in Annex B hereto in the forepart of
      the
      Exchange Offer Registration Statement in a section setting forth details of
      the
      Exchange Offer,  in
      Annex
      C hereto in the underwriting or plan of distribution section of the Prospectus contained
      in the
      Exchange Offer Registration Statement, and ,
      if
      applicable, in Annex
      D hereto in the letter of transmittal delivered pursuant to the Registered
      Exchange Offer;




(iii)  if
      requested by a n Initial
      Purchaser, include the information required by Item 507 or 508 of Regulation
      S-K, as applicable, in the Prospectus contained
      in the
      Exchange Offer Registration Statement; and




(iv)  in
      the
      case of a Shelf Registration Statement, include the names of the Holders that
      propose to sell Securities pursuant to the Shelf Registration Statement as
      selling security holders .




(b)  The
      Company shall ensure that:




(i)  any
      Registration Statement and any amendment thereto and any Prospectus forming
      part
      thereof and any amendment or supplement thereto complies in all material
      respects with the Act; and




(ii)  any
      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 .




(c)  The
      Company shall advise the R epresentatives,
      the Holders of Securities covered by any Shelf Registration
      Statement  and
      any
      Exchanging Dealer under
      any
      Exchange Offer Registration Statement that has
      provided in writing to the Company a telephone or facsimile number and address
      for notices , and, if
      requested by any Representative or any such Holder or Exchanging Dealer, shall confirm
      such advice in writing:




9




(i)  when
      a
      Registration Statement and any amendment thereto has been filed with the
      Commission and when the Registration Statement or any post-effective amendment
      thereto has become effective;




(ii)  of
      any
      request by the Commission for any amendment
      or supplement to the Registration Statement, the Prospectus or for additional
      information;




(iii)  of
      the
      issuance by the Commission of any stop order suspending the effectiveness of
      the
      Registration Statement or the institution or
      threatening of
      any
      proceeding for that purpose;




(iv)  of
      the
      receipt by the Company of any notification with respect to the suspension of
      the
      qualification of the Registrable Securities for sale in any jurisdiction or
      the
      institution or
      threatening of
      any
      proceeding for such purpose; and




(v)  of
      the
      happening of any event that requires any change in the Registration Statement,
      the Prospectus so that, as of such date, they (A) do
      not
      contain any untrue statement of a material fact and (B) do
      not
      omit to state a material fact required to be stated therein or necessary to
      make
      the statements therein (in the case of the Prospectus, in the light
      of
      the circumstances under which they were made) not misleading.




(d)  The
      Company shall use its best efforts to prevent
      the issuance of
      any
      order suspending the effectiveness of any Registration Statement or
      the
      qualification of the securities therein for sale in any jurisdiction and,
      if
      issued, to obtain as
      soon
      as possible the
      withdrawal thereof .




(e)  The
      Company shall furnish to each Holder of Registrable Securities covered
      by any
      Shelf
      Registration Statement, without charge, at least one copy of such Shelf
      Registration Statement and any post-effective amendment thereto, including all
      material incorporated therein by reference ,
      and, if
      the Holder so requests in writing, all exhibits thereto (including exhibits incorporated
      by reference therein ).




(f)  The
      Company shall, during the Shelf Registration Period, deliver to each Holder
      of
      Securities covered
      by any
      Shelf
      Registration Statement, without charge, as many copies of the Prospectus
      (including the Preliminary Prospectus) included in such Shelf Registration
      Statement and any amendment or supplement thereto as such Holder may reasonably
      request .
      T he
      Company consents 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 Securities covered by the
      Prospectus , or any
      amendment or supplement thereto ,
      included in the Shelf Registration Statement .




10




(g)  The
      Company shall furnish to each Exchanging Dealer which so requests, without
      charge, at least one copy of the Exchange Offer Registration Statement and
      any
      post-effective amendment thereto, including all
      material incorporated by reference therein ,
      and, if
      the Exchanging Dealer so requests in writing, all exhibits thereto (including
      exhibits incorporated by reference therein ).




(h)  The
      Company shall promptly deliver to each Initial
      Purchaser, each Exchanging
      Dealer and
      each
      other person required to deliver a Prospectus during the Exchange Offer
      Registration Period, without
      charge, as many copies of the Prospectus included in such Exchange Offer
      Registration Statement and any amendment or supplement thereto as any
      such
      person may reasonably
      request .
      T he
      Company consents to the use of the Prospectus or any amendment or supplement
      thereto by any Initial Purchaser, any Exchanging  Dealer
      and any such
      other person that
      may
      be required
      to deliver a P r o spectus
      following the Registered Exchange Offer in connection with the offering and
      sale
      of the New Securities covered by the Prospectus, or any amendment or supplement
      thereto, included in the Exchange Offer Registration S tatement.




(i)  Prior
      to
      the Registered Exchange Offer or any other offering of Securities pursuant
      to
      any Registration Statement, the Company shall arrange, if necessary, for the
      qualification of the Securiti e s
      or the
      New Securities for sale under the laws of such jurisdictions as any
      Holder  s hall reasonably request and shall
      maintain such qualification in effect so long as required ; provided t hat in no
      event shall the
      Company be obligated to
      qualify to do business in any jurisdiction where it is not then so qualified
      or
      to take any action that
      w ould
      subject it to service of process in
      suits,
      other than those arising out of the Initial Placement, the Registered Exchange
      Offer or any offering pursuant to a Shelf Registration Statement, in any
      such jurisdiction where it is not then so subject.




(j)  The
      Company shall cooperate with the Holders of Securities to facilitate the timely
      preparation and delivery of certificates representing New Securities or
      Securities to be issued
      or sold
      pursuant to any Registration Statement free of any restrictive legends and
      in
      such denominations and registered in such names as Holders may
      request.




(k)  (i)  Upon
      the
      occurrence of any event contemplated by s ubsections ( c ) ( ii) through
      (v) above,
      the Company shall promptly (or
      within the time period provided for by clause (ii) hereof, if applicable) prepare
      a
      post-effective amendment to the applicable Registration Statement or an
      amendment or supplement to the related Prospectus or file any other required
      document so that, as thereafter delivered to Initial Purchasers of the
      securities included therein, the Prospectus will not include an untrue statement
      of a material fact or omit to state any 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. In such
      circumstances, the period of effectiveness of the Exchange Offer Registration
      Statement provided for in Section 2 shall be extended by the number of days
      from
      and including the date of the giving of a notice of suspension pursuant to
      Section 4(c) to and including the date when the Initial Purchasers, the Holders
      of the Securities and any known Exchanging Dealer shall have received such
      amended or supplemented Prospectus pursuant to this Section.




11




(ii)  Upon
      the
      occurrence or existence of any pending corporate development or any other
      material event that, in the reasonable judgment of the Company, makes it
      appropriate to suspend the availability of a Shelf Registration Statement and
      the related Prospectus, the Company shall give notice (without notice of the
      nature or details of such events) to the Holders that the availability of the
      Shelf Registration is suspended and, upon actual receipt of any such notice,
      each Holder agrees not to sell any Registrable Securities pursuant to the Shelf
      Registration until such Holder’s receipt of copies of the supplemented or
      amended Prospectus provided for in Section 4(k)(i) hereof, or until it is
      advised in writing by the Company that the Prospectus may be used, and has
      received copies of any additional or supplemental filings that are incorporated
      or deemed incorporated by reference in such Prospectus. The period during which
      the availability of the Shelf Registration and any Prospectus is suspended
      (the
“ **Deferral
      Period** ”)
      shall
      not exceed 45 days in any three-month period or 90 days in any twelve-month
      period.




(l)  Not
      later
      than the effective date of any Registration Statement, the Company shall provide
      a CUSIP number for the Securities or the New
      Securities, as the case may be, registered under such Registration Statement
      and
      provide the T rustee
      with printed or
      word-processed certificates for such Securities or New Securities, in a form eligible for
      deposit with the Depositary .




(m)  The
      Company shall comply with all applicable rules and regulations of the Commission
      and shall make generally available to the Holders an earnings statement
      satisfying the provisions of Section 11(a) of the Act  as
      soon
      as practicable after the effective date of the applicable Registration Statement and
      in
      any event no later than 45 days after the end of a 12-month period (or 90 days,
      if such period is a fiscal year) beginning with the first month of the Company’s
      first fiscal quarter commencing after the effective date of the
      applicable Registration Statement.




(n)  The
      Company shall cause the New Securities Indenture to be qualified under the
      Trust
      Indenture Act in a timely manner.




(o)  The
      Company may require each Holder of Registrable Securities to be sold pursuant
      to
      any Shelf Registration Statement to furnish to the Company such information
      regarding the H older
      and
      the distribution of such Registrable Securities as the Company may from time
      to
      time reasonably require for inclusion in such Registration
      Statement.  The  Company may
      exclude from such Shelf Registration Statement the Securities of any Holder
      that
      unreasonably fails to furnish such information within a reasonable time after
      receiving such request.




12




(p)  In
      the
      case of any Shelf Registration Statement, t he
      Company shall:




(i)  enter
      into customary
      agreements  (including,
      if requested by the Majority Holders, an underwriting agreement in customary
      form) and
      take
      all other appropriate actions  in
      order
      to expedite or facilitate the registration or the disposition of the Securities,
      and in connection therewith, if an underwriting agreement is entered into,
      cause
      the same to contain indemnification provisions and procedures no less favorable
      than those set forth in Section 6 hereof;




(ii)   make
      such
      representations and warranties to the Holders of Securities registered
      thereunder and the Underwriters of
      Registrable Securities ,
      if any,
      in form, substance and scope as are customarily made by issuers to underwriters
      in primary underwritten offerings and covering matters including, but not
      limited to, those set forth in the Purchase Agreement;




(iii)  obtain
      opinions of counsel to the Company and updates thereof (which counsel and
      opinions (in form, scope and substance) shall be reasonably satisfactory to
      the
      Managing Underwriters, if any) addressed to each selling Holder and the
      Underwriters of
      Registrable Securities ,
      if any,
      covering such matters as are customarily covered in opinions
      requested by
      underwriters in
      underwritten offerings and such other matters as may be reasonably requested
      by
      such Holders and Underwriters;




(iv)  obtain
      “comfort” letters and updates thereof from the independent certified public
      accountants of the Company (and, if necessary, any other independent certified
      public accountants of any subsidiary of the Company or of any business acquired
      by the Company for which financial statements and financial data are, or are
      required to be, included in the Registration Statement), addressed to each
      selling Holder of Securities registered thereunder and the underwriters, if
      any,
      in customary form and covering matters of the type customarily covered in
“comfort” letters in connection with primary underwritten offerings;
      and




(v)  deliver
      such documents and certificates as are
      customarily delivered in underwritten offerings and may
      be
      reasonably requested by the Majority Holders or the Managing Underwriters,
      if
      any, including those to evidence compliance with Section 4(k) and with any
      customary conditions contained in the underwriting agreement or other agreement
      entered into by the Company.




The
      actions set forth in clauses (ii), through (v)
      and
      (v) of this paragraph ( p) shall be
      performed at (A) the effectiveness of such Registration Statement and each
      post-effective amendment thereto ; and (B)
      each closing under any underwriting or similar agreement as and to the extent
      required thereunder.




13




(q)  In
      the
      case of any Shelf Registration Statement, the Company shall:




(i)  make
      available for inspection by the Holders of Securities to be registered
      thereunder, any underwriter participating in any disposition pursuant to such
      Registration Statement, and any attorney, accountant or other agent retained
      by
      the Holders or any such Underwriter, at reasonable times and in reasonable
      manners, all relevant financial and other records and pertinent corporate
      documents of the Company and its subsidiaries as may
      be reasonably requested by such person; provided that if
      any such information is identified in writing by the Company as being
      confidential or proprietary, each person receiving such information shall use
      such person’s reasonable best efforts to protect the confidentiality of such
      information to the extent such action is otherwise not inconsistent with, an
      impairment of or in derogation of the substantial and necessary rights and
      interests of any Holder, Underwriter or other person so inspecting such
      information ; and




(ii)  cause
      the
      Company’s officers, directors, employees ,
      accountants and auditors to
      supply all relevant information reasonably requested by the Holders or any
      such
      underwriter, attorney, accountant or agent in connection with any such
      Registration Statement as is customary for similar due diligence
      examinations.




(r)  In
      the
      case of any Exchange Offer Registration Statement, the Company shall ,
      if
      requested by an Initial Purchaser, or by a broker dealer that holds Securities
      that were acquired as a result of market making or other trading
      activities :




(i)  make
      available for inspection by the requesting party, and any attorney, accountant
      or other agent retained by the
      requesting party , at
      reasonable times and in reasonable manners, all
      relevant financial and other records, pertinent corporate documents and
      properties of the Company and its subsidiaries as may
      be reasonably requested by such person; provided that if
      any such information is identified in writing by the Company as being
      confidential or proprietary, each person receiving such information shall use
      such person’s reasonable best efforts to protect the confidentiality of such
      information to the extent such action is otherwise not inconsistent with, an
      impairment of or in derogation of the substantial and necessary rights and
      interests of any Holder, Underwriter or other person so inspecting such
      information ;




(ii)  cause
      the
      Company’s officers, directors, employees ,
      accountants and auditors to
      supply all relevant information reasonably requested by the
      requesting party or any
      such attorney, accountant or agent in connection with any such Registration
      Statement as is customary for similar due diligence examinations;




14




(iii)  make
      such
      representations and warranties to the
      requesting party ,
      in
      form, substance and scope as are customarily made by issuers to Underwriters
      in
      primary underwritten offerings and covering matters including, but not limited
      to, those set forth in the Purchase Agreement;




(iv)  obtain
      opinions of counsel to the Company and updates thereof (which counsel and
      opinions (in form, scope and substance) shall be reasonably satisfactory to
      the
      requesting party and its counsel, addressed to the requesting party, covering
      such matters as are customarily covered in opinions requested in underwritten
      offerings and such other matters as may be reasonably requested by the
      requesting party or its counsel;




(v)  obtain
      “comfort” letters and updates thereof from the independent certified public
      accountants of the Company (and, if necessary, any other independent certified
      public accountants of any subsidiary of the Company or of any business acquired
      by the Company for which financial statements and financial data are, or are
      required to be, included in the Registration Statement), addressed to the
      requesting party, in customary form and covering matters of the type customarily
      covered in “comfort” letters in connection with primary underwritten offerings,
      or if requested by the requesting party or its counsel in lieu of a “comfort”
letter, an agreed-upon procedures letter under Statement on Auditing Standards
      No. 35, covering matters requested by the requesting party or its counsel;
      and




(vi)  deliver
      such documents and certificates as may be reasonably requested by the requesting
      party or its counsel, including those to evidence compliance with Section 4(k)
      and with conditions customarily contained in underwriting agreements.




The
      foregoing actions set forth in clauses (iii) through (vi) of this Section shall
      be performed at the close of the Registered Exchange Offer and the effective
      date of any post-effective amendment to the Exchange Offer Registration
      Statement.




(s)  If
      a
      Registered Exchange Offer is to be consummated, upon delivery of the Securities
      by Holders to the Company (or to such other person as directed by the Company)
      in exchange for the New Securities, the Company shall mark, or caused to be
      marked, on the Securities so exchanged that such Securities are being cancelled
      in exchange for the New Securities. In no event shall the Securities be marked
      as paid or otherwise satisfied.




(t)  The
      Company shall use its reasonable best efforts if the Securities have been rated
      prior to the initial sale of such Securities, to confirm such ratings will
      apply
      to the Securities or the New Securities, as the case may be, covered by a
      Registration Statement.




15




(u)  In
      the
      event that any Broker-Dealer shall underwrite any Securities or participate
      as a
      member of an underwriting syndicate or selling group or “assist in the
      distribution” (within the meaning of the NASD Rules) thereof, whether as a
      Holder of such Securities or as an underwriter, a placement or sales agent
      or a
      broker or dealer in respect thereof, or otherwise, the Company shall assist
      such
      Broker-Dealer in complying with the NASD Rules.




(v)  The
      Company shall use its reasonable best efforts to take all other steps necessary
      to effect the registration of the Securities or the New Securities, as the
      case
      may be, covered by a Registration Statement.




5.  Registration
      Expenses .
      The
      Company shall bear all expenses incurred in connection with the performance
      of
      its obligations under Sections 2, 3 and 4 hereof and, in the event of any
      Shelf Registration Statement, will reimburse the Holders for the reasonable
      fees
      and disbursements of one firm or counsel (which
      shall initially be Davis Polk & Wardwell **,** but
      which may be another nationally recognized law firm experienced in securities
      matters designated by the Majority Holders ) to act
      as counsel for the Holders in connection therewith, and, in the case of any
      Exchange Offer Registration Statement, will reimburse the Initial Purchasers
      for
      the reasonable fees and disbursements of counsel ,
      if
      any, acting
      in connection therewith.




6.  Indemnification
      and Contribution . c) The
      Company agrees to indemnify and hold harmless each Holder of Securities or
      New
      Securities, as the case may be, covered
      by any
      Registration Statement ,
      each
      Initial Purchaser and, with respect to any Prospectus delivery as contemplated
      in Section 4(h) hereof, each Exchanging Dealer, the directors, officers,
      employees, Affiliates and agents of each such Holder ,
      Initial
      Purchaser or Exchanging Dealer and each
      person who controls any such Holder ,
      Initial
      Purchaser or Exchanging Dealer within
      the meaning of either the Act or the Exchange Act against any and all losses,
      claims, damages or liabilities, joint or several, to which they or any of them
      may become subject under the Act, the Exchange Act or other federal or state
      statutory law or regulation, at common law or otherwise, insofar as such losses,
      claims, damages or liabilities (or actions in respect thereof) arise out of
      or
      are based upon any untrue statement or alleged untrue statement of a material
      fact contained in the Registration Statement as originally filed or in any
      amendment thereof, or in any preliminary Prospectus or the Prospectus,
      or in any amendment thereof or supplement thereto, or arise out of or are based
      upon 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 case
      of
      any preliminary Prospectus or the
      Prospectus, in the light
      of
      the circumstances under which they were made)  not
      misleading, and agrees to reimburse each such indemnified party, as incurred,
      for any legal or other expenses reasonably incurred by it in connection with
      investigating or defending any such loss, claim, damage, liability or action; provided , however ,
      that
      the Company will not be liable in any such case
      to
      the extent that any such loss, claim, damage or liability arises out of or
      is
      based upon any such untrue statement or alleged untrue statement or omission
      or
      alleged omission made therein in reliance upon and in conformity with written
      information furnished to the Company by or on behalf of the party claiming
      indemnification specifically for inclusion therein. This indemnity agreement
      shall be in addition to any liability that the Company may otherwise
      have.




16




The
      Company also agrees to indemnify as provided in this Section
      6(a) or contribute as provided in Section 6(d) hereof to
      Losses
      of each underwriter ,
      if
      any, of
      Securities or
      New
      Securities, as the case may be, registered
      under a Shelf Registration Statement, their directors, officers,
      employees, Affiliates or
      agents and each
      person who controls such underwriter on substantially the same basis as that
      of
      the indemnification of the Initial Purchaser s and the
      selling Holders provided in this Section 6(a) and shall, if requested by any
      Holder, enter into an underwriting agreement reflecting such agreement, as
      provided in Section 4(p) hereof.




(b)  Each
      Holder of Securities or
      New
      Securities, as the case may be, covered
      by a Registration Statement (including each Initial Purchaser that is
      a Holder, in such capacity )
      severally and
      not
      jointly agrees
      to
      indemnify and hold harmless the Company , each
      of
      its directors , each of
      its officers who signs such Registration Statement and each person who controls
      the Company within the meaning of either the Act or the Exchange Act , to the
      same extent as the foregoing indemnity from the Company to each such Holder,
      but
      only with reference to written information relating to such Holder furnished
      to
      the Company by or on behalf of such Holder specifically for inclusion in the
      documents referred to in the foregoing indemnity. This indemnity agreement
      will
      be in addition to any liability that any such Holder may otherwise
      have.




(c)  Promptly
      after receipt by an indemnified party under this Section 6 or notice of the
      commencement of any action, such indemnified party will, if a claim in respect
      thereof is to be made against the indemnifying party under this
      Section 6 ,
      notify
      the indemnifying party in writing of the commencement thereof; but the failure
      so to notify the indemnifying party (i) will not relieve it from liability
      under paragraph (a) or (b) above unless and to the extent it did not
      otherwise learn of such action and such failure results in the forfeiture by
      the
      indemnifying party of substantial rights and defenses ; and
      (ii) will not, in any event, relieve the indemnifying party from any
      obligations to any indemnified party other than the indemnification obligation
      provided in paragraph (a) or (b) above. The indemnifying party shall be
      entitled to appoint counsel (including
      one local counsel per jurisdiction) of
      the
      indemnifying party’s choice at the indemnifying party’s expense to represent the
      indemnified party in any action for which indemnification is sought (in which
      case the indemnifying party shall not thereafter be responsible for the fees
      and
      expenses of any separate counsel ,
      other
      than local counsel if not appointed by the indemnifying party, retained
      by the indemnified party or parties except as set forth below); provided , however ,
      that
      such counsel shall be reasonably satisfactory
      to the indemnified party. Notwithstanding the indemnifying party’s election to
      appoint counsel (including
      one local counsel per jurisdiction) to
      represent the indemnified party in an action, the indemnified party shall have
      the right to employ separate counsel (including local counsel), and the
      indemnifying party shall bear the reasonable fees, costs and expenses of such
      separate counsel if (i) the use of counsel chosen by the indemnifying party
      to represent the indemnified party would present such counsel with a conflict
      of
      interest; (ii) the actual or potential defendants in, or targets of, any
      such action include both the indemnified party and the indemnifying party and
      the indemnified party shall have reasonably concluded that there may be legal
      defenses available to it and/or other indemnified parties that are different
      from or additional to those available to the indemnifying party; (iii) the
      indemnifying party shall not have employed counsel satisfactory to the
      indemnified party to represent the indemnified party within a reasonable time
      after notice of the institution of such action ; or
      (iv) the indemnifying party shall authorize the indemnified party to employ
      separate counsel at the expense of the indemnifying party. An indemnifying
      party
      will not, without the prior written consent of the indemnified parties, settle
      or compromise or consent to the entry of any judgment with respect to any
      pending or threatened claim, action, suit or proceeding in respect of which
      indemnification or contribution may be sought hereunder (whether or not the
      indemnified parties are actual or potential parties to such claim or action)
      unless such settlement, compromise or consent includes an unconditional release
      of each indemnified party from all liability arising out of such claim, action,
      suit or proceeding.




17




(d)  In
      the
      event that the indemnity provided in paragraph (a) or (b) of this Section 6 is
      unavailable to or insufficient to hold harmless an indemnified party for any
      reason, then each applicable indemnifying party shall have a joint and several
      obligation to contribute to the aggregate losses, claims, damages and
      liabilities (including legal or other expenses reasonably incurred in connection
      with investigating or defending any loss, claim, liability, damage or action)
      (collectively “ **Losses** ”)
      to
      which such indemnified party may be subject in such proportion as is appropriate
      to reflect the relative benefits received by such indemnifying party, on the
      one
      hand, and such indemnified party, on the other hand, from the Initial Placement
      and the Registration Statement which resulted in such Losses; provided , however ,
      that in
      no case shall any Initial Purchaser be responsible, in the aggregate, for any
      amount in excess of the purchase discount or commission applicable to such
      Security, or in the case of a New Security, applicable to the Security that
      was
      exchangeable into such New Security, as set forth in the Final Offering
      Memorandum, nor shall any underwriter be responsible for any amount in excess
      of
      the underwriting discount or commission applicable to the securities purchased
      by such underwriter under the Registration Statement which resulted in such
      Losses. If the allocation provided by the immediately preceding sentence is
      unavailable for any reason, the indemnifying party and the indemnified party
      shall contribute in such proportion as is appropriate to reflect not only such
      relative benefits but also the relative fault of such indemnifying party, on
      the
      one hand, and such indemnified party, on the other hand, in connection with
      the
      statements or omissions which resulted in such Losses as well as any other
      relevant equitable considerations. Benefits received by the Company shall be
      deemed to be equal to the total net proceeds from the Initial Placement (before
      deducting expenses) as set forth in the Final Offering Memorandum . Benefits
      received by the Initial P urchasers
      shall be deemed to be equal to the total purchase discounts and commissions
      as
      set forth on the cover page of the Final Offering Memorandum,
      and benefits received by any other Holders shall be deemed to be equal to the
      value of receiving Securities or New Securities, as applicable, registered
      under
      the Act. Benefits received by any underwriter shall be deemed to be equal to
      the
      total underwriting discounts and commissions, as set forth on the cover page
      of
      the Prospectus forming a part of the Registration Statement which resulted
      in
      such Losses. Relative fault shall be determined by reference to, among other
      things, whether any untrue
      or
      any alleged untrue
      statement of
      a
      material fact or
      omission or
      alleged omission to state a material fact relates
      to information provided by the indemnifying party, on the one hand, or by the
      indemnified party, on the other hand ,
      the
      intent of the parties and their relative knowledge, access to information and
      opportunity to correct or prevent such untrue statement or omission .
      The
      parties agree that it would not be just and equitable if contribution were
      determined by pro rata allocation (even
      if
      the Holders were treated as one entity for such purpose) or
      any
      other method of allocation which does not take account of the equitable
      considerations referred to above. Notwithstanding the provisions of this
      paragraph (d), no person guilty of fraudulent misrepresentation (within the
      meaning of Section 11(f) of the Act) shall be entitled to contribution from
      any person who was not guilty of such fraudulent misrepresentation. For purposes
      of this Section 6 ,
      each
      person who controls a Holder within the meaning of either the Act or the
      Exchange Act and each director, officer, employee and agent of such Holder
      shall
      have the same rights to contribution as such Holder, and each person who
      controls the Company within the meaning of either the Act or the Exchange Act,
      each officer of the Company who shall have signed the Registration Statement
      and
      each director of the Company shall have the same rights to contribution as
      the
      Company, subject in each case to the applicable terms and conditions of this
      paragraph (d).




18




(e)  The
      provisions of this Section 6 will
      remain in full force and effect, regardless of any investigation made by or
      on
      behalf of any Holder or the Company or any of the indemnified persons referred
      to in this Section
      6, and will survive the acceptance of any New Securities and sale by
      a Holder of securities covered by a Registration Statement.




7.  Underwritten
      Registrations .
      d) If
      any of the Securities or New Securities, as the case may be, covered by any
      Shelf Registration Statement are to be sold in an underwritten offering, the
      Managing Underwriters shall be selected by the Majority Holders.




(b)  No
      person
      may participate in any underwritten offering pursuant to any Shelf Registration
      Statement, unless such person (i) agrees to sell such person’s Securities or New
      Securities, as the case may be, on the basis reasonably provided in any
      underwriting arrangements approved by the persons entitled hereunder to approve
      such arrangements; and (ii) completes and executes all questionnaires,
      powers of attorney, indemnities, underwriting agreements and other documents
      reasonably required under the terms of such underwriting
      arrangements.




8.  Registration
      Defaults .
      If any
      of the following events shall occur, then the Company shall pay liquidated
      damages (the “ **Registration
      Default Damages** ”)
      to the
      Holders of Securities in respect of the Securities as follows:




(a)  if
      any
      Registration Statement required by this Agreement is not filed with the
      Commission on or prior to the date specified for such filing in this Agreement,
      then Registration Default Damages shall accrue on the Registrable Securities
      at
      a rate of 0.25% per annum for the first 60 days from and including such
      specified date and 0.50% per annum thereafter; or




19




(b)  if
      any
      Registration Statement required by this Agreement is not declared effective
      by
      the Commission on or prior to the date by which best efforts are to be used
      to
      cause such effectiveness under this Agreement, then commencing on
      the **** day
      after
      such specified date, Registration Default Damages shall accrue on the
      Registrable Securities at a rate of 0.25% per annum for the first 60 days from
      and including such specified date **** and
      0.50%
      per annum thereafter; or




(c)  if
      any
      Registration Statement required by this Agreement has been declared effective
      but ceases to be effective at any time at which it is required to be effective
      under this Agreement, then commencing on the day the Registration Statement
      ceases to be effective, Registration Default Damages shall accrue on the
      Registrable Securities at a rate of 0.25% per annum for the first 60 days from
      and including such date on which the Registration Statement ceases to be
      effective and 0.50% per annum thereafter;




provided , however ,
      that
      (1) upon the filing of the Registration Statement (in the case of paragraph
      (a)
      above), (2) upon the effectiveness of the Registration Statement (in the case
      of
      paragraph (b) above), or (3) upon the effectiveness of the Registration
      Statement which had ceased to remain effective (in the case of paragraph (c)
      above), Registration Default Damages shall cease to accrue.




9.  No
      Inconsistent Agreements .
      The
      Company has not  entered
      into, and agrees not to enter into, any agreement with respect to its securities
      that is inconsistent with the rights granted to the Holders herein or that otherwise
      conflicts with the provisions hereof.




10.  Amendments
      and Waivers .
      The
      provisions of this Agreement  may
      not
      be amended, qualified, 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 the Majority Holders; provided that,
      with respect to any matter that directly or indirectly affects the rights of
      any
      Initial Purchaser hereunder, the Company shall obtain the written consent of
      each such Initial Purchaser against which such amendment, qualification,
      supplement, waiver or consent is to be effective ;  provided , further , that
      no amendment,
      qualification, supplement, waiver or consent with
      respect to Section 6 hereof shall be effective as against any Holder of
      Registered Securities unless consented to in writing by such Holder; and provided , further , that
      the
      provisions of this Article 10 may not be
      amended, qualified, 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 the Initial
      Purchasers and each Holder.
      Notwithstanding the foregoing (except the foregoing proviso s ),
      a
      waiver or consent to departure from the provisions hereof with respect to a
      matter that relates exclusively to the rights of Holders whose Securities or
      New
      Securities, as the case may be, are
      being
      sold pursuant to a Registration Statement and that does not directly or
      indirectly affect the rights of other Holders may be given by the Majority
      Holders, determined on the basis of S ecurities or
      New
      Securities, as the case may be, being
      sold rather than registered under such Registration Statement.




20




11.  Notices .
      All
      notices and other communications provided for or permitted hereunder shall
      be
      made in writing by hand-delivery, first-class mail, telex, telecopier or air
      courier guaranteeing overnight delivery:




(a)  if
      to a
      Holder, at the most current address given by such holder to the Company in
      accordance with the provisions of this Section 11 ,
      which
      address initially is, with respect to each Holder, the address of such Holder
      maintained by the Registrar under the Indenture;




(b)  if
      to the R epresentatives,
      initially at the address or addresses set forth in the Purchase Agreement;
      and




(c)  if
      to the
      Company, initially at its address set forth in the Purchase
      Agreement.




All
      such
      notices and communications shall be deemed to have been duly given when received at
      the
      time delivered by hand, if personally delivered; five 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, at the
      address specified in the Indenture.




The
      Initial Purchasers or the Company by notice to the other parties may
      designate additional or different addresses for subsequent notices or
      communications.




12.  Remedies .
      Each
      Holder, in addition to being entitled to exercise all rights provided to it
      herein, in the Indenture **** or
      in the
      Purchase Agreement or granted by law, including recovery of liquidated or other
      damages, will be entitled to specific performance of its rights under this
      Agreement in accordance with the terms and conditions of this Agreement, in
      any
      U.S. federal or New York court located in New York City. The Company agrees
      that
      monetary damages would not be adequate compensation for any loss incurred by
      reason of a breach by it of the provisions of this Agreement and hereby agrees
      to waive in any action for specific performance the defense that a remedy at
      law
      would be adequate.




13.  Successors . This
      Agreement shall inure to the benefit of and be binding upon the parties
      hereto, their respective successors
      and assigns, including, without the need for an express assignment or any
      consent by the Company thereto, subsequent Holders of Securities and the New
      Securities ,
      and the
      indemnified persons referred to in Section 6 hereof .
      The
      Company hereby agrees to extend the benefits of this Agreement to any Holder
      of
      Securities and the New
      Securities , and any
      such Holder may specifically enforce the provisions of this Agreement as if
      an
      original party hereto.




21




14.  Jurisdiction .
      The
      Company agrees that any suit, action or proceeding against the Company brought
      by any Holder or Initial Purchaser, the directors, officers, employees,
      Affiliates and agents of any Holder or Initial Purchaser, or by any person
      who
      controls any Holder or Initial Purchaser, arising out of or based upon this
      Agreement or the transactions contemplated hereby may be instituted in any
      State
      or U.S. federal court in The City of New York and County of New York, and waives
      any objection which it may now or hereafter have to the laying of venue of
      any
      such proceeding, and irrevocably submits to the non-exclusive jurisdiction
      of
      such courts in any suit, action or proceeding. The Company hereby appoints
      CT
      Corporation System as its authorized agent (the “ **Authorized
      Agent** ”)
      upon
      whom process may be served in any suit, action or proceeding arising out of
      or
      based upon this Agreement or the transactions contemplated herein which may
      be
      instituted in any State or U.S. federal court in The City of New York and County
      of New York, by any Holder or Initial Purchaser, the directors, officers,
      employees, Affiliates and agents of any Holder or Initial Purchaser, or by
      any
      person who controls any Holder or Initial Purchaser, and expressly accepts
      the
      non-exclusive jurisdiction of any such court in respect of any such suit, action
      or proceeding. The Company hereby represents and warrants that the Authorized
      Agent has accepted such appointment and has agreed to act as said agent for
      service of process, and the Company agrees to take any and all action, including
      the filing of any and all documents that may be necessary to continue such
      appointment in full force and effect as aforesaid. Service of process upon
      the
      Authorized Agent shall be deemed, in every respect, effective service of process
      upon the Company. The Company further agrees to take any and all action,
      including the execution and filing of any and all such documents and
      instruments, as may be necessary to continue such designation and appointment
      in
      full force and effect so long as any of the Securities shall be outstanding.
      To
      the extent that the Company may acquire any immunity from jurisdiction of any
      court or from any legal process (whether through service of notice, attachment
      prior to judgment, attachment in aid of execution, execution or otherwise)
      with
      respect to itself or its property, it hereby irrevocably waives such immunity
      in
      respect of this Agreement, to the fullest extent permitted by law.
      Notwithstanding the foregoing, any action arising out of or based upon this
      Agreement may be instituted by any Holder or Initial Purchaser, the directors,
      officers, employees, Affiliates and agents of any Holder or Initial Purchaser,
      or by any person who controls any Holder or Initial Purchaser, in any court
      of
      competent jurisdiction in Argentina.




15.  Currency .
      Each
      reference in this Agreement to U.S. dollars (the “relevant currency”) is of the
      essence. To the fullest extent permitted by law, the obligation of the Company
      in respect of any amount due under this Agreement will, notwithstanding any
      payment in any other currency (whether pursuant to a judgment or otherwise),
      be
      discharged only to the extent of the amount in the relevant currency that the
      party entitled to receive such payment may, in accordance with its normal
      procedures, purchase with the sum paid in such other currency (after any premium
      and costs of exchange) on the Business Day immediately following the day on
      which such party receives such payment. If the amount in the relevant currency
      that may be so purchased for any reason falls short of the amount originally
      due, the Company will pay such additional amounts, in the relevant currency,
      as
      may be necessary to compensate for the shortfall. Any obligation of the Company
      not discharged by such payment will, to the fullest extent permitted by
      applicable law, be due as a separate and independent obligation and, until
      discharged as provided herein, will continue in full force and
      effect.




22




16.  Waiver
      of Immunity .
      To the
      extent that the Company has or hereafter may acquire any immunity (sovereign
      or
      otherwise) from any legal action, suit or proceeding, from jurisdiction of
      any
      court or from set-off or any legal process (whether service or notice,
      attachment in aid or otherwise) with respect to itself or any of its property,
      the Company hereby irrevocably waives and agrees not to plead or claim such
      immunity in respect of its obligations under this Agreement.




17.  Counterparts .
      This
      Agreement may be signed  in
      one or
      more counterparts,
      each of which shall constitute an
      original and all of which together shall constitute one and the same
      agreement.




18.  Headings .
      The section headings used
      herein are
      for
      convenience only and shall not affect the construction hereof.




19.  Applicable Law .
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York applicable to contracts made
      and
      to be performed in the State of New
      York .  The
      parties hereto each hereby waive any right to trial by jury in any action,
      proceeding or counterclaim arising out of or relating to this
      Agreement.




20.  Severability .
      In the
      event that any one of more of the provisions contained herein, or the
      application thereof in any circumstances, is held invalid, illegal or
      unenforceable in any respect for any reason, the validity, legality and
      enforceability of any such provision in every other respect and of the remaining
      provisions hereof shall not be in any way impaired or affected thereby, it
      being
      intended that all of the rights and privileges of the parties shall be
      enforceable to the fullest extent permitted by law.




21.  Securities
      Held by the Company, etc. Whenever
      the consent or approval of Holders of a specified percentage of principal amount
      of Securities or New Securities is required hereunder, Securities or New
      Securities, as applicable, held by the Company or its Affiliates (other than
      subsequent Holders of Securities or New Securities if such subsequent Holders
      are deemed to be Affiliates solely by reason of their holdings of such
      Securities or New Securities) shall not be counted in determining whether such
      consent or approval was given by the Holders of such required
      percentage.





23





If
      the
      foregoing is in accordance with your understanding of our agreement, please
      sign
      and return to us the enclosed duplicate hereof, whereupon this letter and your
      acceptance shall represent a binding agreement between the Company and the
      several Initial Purchasers.




Very
                truly yours,Empresa
                Distribuidora y Comercializadora
              Norte
                S.A.By:
            /s/
                Rogelio PaganoName:
                Rogelio PaganoTitle: Director
                de Finanzas y Control




The
      foregoing Agreement is hereby confirmed and


a ccepted
      as of the date first above written.




Citigroup
                Global Markets Inc.By:
            /s/
                Blake HaiderName:
                Blake HaiderTitle:
                DirectorDeutsche
                Bank Securities Inc.By:
            /s/
                Santiago BausiliName:
                Santiago BausiliTitle:
                DirectorBy:
            /s/
                Roy EllisName:
                Roy EllisTitle:
                Managing Director




For
      themselves and the other several


Initial
      Purchasers named in Schedule I


to
      the
      Purchase Agreement.





24




**ANNEX
      A**




Each
      broker-dealer that receives new securities for its own account pursuant to
      the
      Exchange Offer must acknowledge that it will deliver a prospectus in connection
      with any resale of such new securities. The [Prospectus/Letter of Transmittal]
      states that by so acknowledging and by delivering a prospectus, a broker-dealer
      will not be deemed to admit that it is an “underwriter” within the meaning of
      the Act. This prospectus, as it may be amended or supplemented from time to
      time, may be used by a broker-dealer in connection with resales of new
      securities received in exchange for securities where such securities were
      acquired by such broker-dealer as a result of market-making activities or other
      trading activities. The company has agreed that, starting on the expiration
      date
      and ending on the close of business one year after the expiration date, it
      will
      make this prospectus available to any broker-dealer for use in connection with
      any such resale. See “Plan of Distribution”.





A-1




**ANNEX
      B**




Each
      broker-dealer that receives new securities for its own account in exchange
      for
      securities, where such securities were acquired by such broker-dealer as a
      result of market-making activities or other trading activities, must acknowledge
      that it will deliver a prospectus in connection with any resale of such new
      securities. See “Plan of Distribution”.





B-1




**ANNEX
      C**




**PLAN
      OF DISTRIBUTION**




Each
      broker-dealer that receives new securities for its own account pursuant to
      the
      Exchange Offer must acknowledge that it will deliver a prospectus in connection
      with any resale of such new securities. This prospectus, as it may be amended
      or
      supplemented from time to time, may be used by a broker-dealer in connection
      with resales of new securities received in exchange for securities where such
      securities were acquired as a result of market-making activities or other
      trading activities. The company has agreed that, starting on the expiration
      date
      and ending on the close of business one year after the expiration date, it
      will
      make this prospectus, as amended or supplemented, available to any broker-dealer
      for use in connection with any such resale. In addition, until __________,
      ______, all dealers effecting transactions in the new securities may be required
      to deliver a prospectus.




The
      company will not receive any proceeds from any sale of new securities by
      brokers-dealers. New securities received by broker-dealers for their own account
      pursuant to the Exchange Offer may be sold from time to time in one or more
      transactions in the over-the-counter market, in negotiated transactions, through
      the writing of options on the new securities or a combination of such methods
      of
      resale, at market prices prevailing at the time of resale, at prices related
      to
      such prevailing market prices or negotiated prices. Any such resale may be
      made
      directly to purchasers or to or through brokers or dealers who may receive
      compensation in the form of commissions or concessions from any such
      broker-dealer and/or the purchasers of any such new securities. Any
      broker-dealer that resales new securities that were received by it for its
      own
      account pursuant to the Exchange Offer and any broker or dealer that
      participates in a distribution of such new securities may be deemed to be an
      “underwriter” within the meaning of the Act and any profit of any such resale of
      new securities and any commissions or concessions received by any such persons
      may be deemed to be underwriting compensation under the Act. By acknowledging
      that it will deliver and by delivering a prospectus, a broker-dealer will not
      be
      deemed to admit that it is an “underwriter” within the meaning of the
      Act.




For
      a
      period of one year **** after
      the
      expiration date of the Exchange Offer, the company will promptly send additional
      copies of this prospectus and any amendment or supplement to this prospectus
      to
      any broker-dealer that requests such documents. The company has agreed to pay
      all expenses incident to the Exchange Offer (including the expenses of one
      counsel for the holder of the securities) other than commissions or concessions
      of any brokers or dealers and will indemnify the holders of the securities
      (including any broker-dealers) against certain liabilities, including
      liabilities under the Act.




**[** If
      applicable, add information required by Regulation S-K Items 507 and/or
      508. **]**





C-1




**ANNEX
      D**




Rider
      A




PLEASE
      FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO
      RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS
      OR SUPPLEMENTS THERETO.




Name:Address:




Rider
      B




If
      the
      undersigned is not a Broker-Dealer, the undersigned represents that it acquired
      the New Securities in the ordinary course of its business, it is not engaged
      in,
      and does not intend to engage in, a distribution of New Securities and it has
      no
      arrangements or understandings with any person to participate in a distribution
      of the New Securities. If the undersigned is a Broker-Dealer that will receive
      New Securities for its own account in exchange for Securities, it represents
      that the Securities to be exchanged for New Securities were acquired by it
      as a
      result of market-making activities or other trading activities and acknowledges
      that it will deliver a prospectus in connection with any resale of such New
      Securities; however, by so acknowledging and by delivering a prospectus, the
      undersigned will not be deemed to admit that it is an “underwriter” within the
      meaning of the Act.





D-1