REGISTRATION RIGHTS AGREEMENT Dated as of October 13, 2010 Among CAREY ACQUISITION CORP. CAREY NEW FINANCE, INC. ASSOCIATED MATERIALS, LLC THE GUARANTORS NAMED HEREIN and DEUTSCHE BANK SECURITIES INC. UBS SECURITIES LLC and BARCLAYS CAPITAL INC....
Exhibit 4.3
Dated as of October 13, 2010
Among
XXXXX ACQUISITION CORP.
XXXXX NEW FINANCE, INC.
THE GUARANTORS NAMED HEREIN
and
DEUTSCHE BANK SECURITIES INC.
UBS SECURITIES LLC
and
BARCLAYS CAPITAL INC.
9.125% Senior Secured Notes due 2017
TABLE OF CONTENTS
| Page | ||||
1. Definitions |
1 | |||
2. Exchange Offer |
5 | |||
3. Shelf Registration |
8 | |||
4. Additional Interest |
9 | |||
5. Registration Procedures |
10 | |||
6. Registration Expenses |
18 | |||
7. Indemnification and Contribution |
18 | |||
8. Rule 144A |
22 | |||
9. Underwritten Registrations |
22 | |||
10. Miscellaneous |
23 | |||
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This Registration Rights Agreement (this “Agreement”) is dated as of October 13, 2010,
among XXXXX ACQUISITION CORP., a Delaware corporation ( “Merger Sub”), XXXXX NEW FINANCE,
INC., a Delaware corporation (“Finance Sub”), ASSOCIATED MATERIALS, LLC, a Delaware limited
liability company (“AMLLC”), and the guarantors listed on the signature pages hereto,
(each, a “Guarantor”, and collectively, the “Guarantors”). References to the
“Company” refer to (x) before consummation of the Mergers (as defined in the Purchase
Agreement (as defined below)), Merger Sub, and (y) after consummation of the Mergers, AMLLC.
References to the “Company Issuers” refer to the Company and the Finance Sub on a joint and
several basis. The Company Issuers and the Guarantors are collectively referred to as the
“Issuers”, and DEUTSCHE BANK SECURITIES INC., as representative (the
“Representative”) of the several initial purchasers (the “Initial Purchasers”)
named on Schedule II to the Purchase Agreement.
This Agreement is entered into in connection with the Purchase Agreement, dated October 1,
2010, between the Company Issuers and the Initial Purchasers (the “Purchase Agreement”),
which provides for, among other things, the sale by the Company Issuers to the Initial Purchasers
of $730,000,000 aggregate principal amount of the Company Issuers’ 9.125% Senior Secured Notes Due
2017 (the “Notes”). The Notes are issued under an indenture, dated as of October 13, 2010
(as amended or supplemented from time to time, the “Indenture”), among the Company Issuers,
the Guarantors and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”) and
as collateral agent. Pursuant to the Purchase Agreement and the Indenture, the Guarantors are
required to unconditionally guarantee (collectively, the “Guarantees”) on a senior basis
the Company Issuers’ obligations under the Notes and the Indenture. The Notes and the Guarantees
are collectively referred to as the “Securities.” In order to induce the Initial
Purchasers to enter into the Purchase Agreement, the Company Issuers have agreed to provide the
registration rights set forth in this Agreement for the benefit of the Initial Purchasers and,
except as otherwise set forth herein, any subsequent holder or holders of the Notes. The execution
and delivery of this Agreement is a condition to the Initial Purchasers’ obligation to purchase the
Notes under the Purchase Agreement.
The parties hereby agree as follows:
1. Definitions
As used in this Agreement, the following terms shall have the following meanings:
Additional Interest: See Section 4(a) hereof.
Advice: See the last paragraph of Section 5 hereof.
Agreement: See the introductory paragraphs hereto.
Applicable Period: See Section 2(b) hereof.
Business Day: Shall have the meaning ascribed to such term in Rule 14d-1 under the
Exchange Act.
Company: See the introductory paragraphs hereto.
Effectiveness Period: See Section 3(a) hereof.
Event Date: See Section 4(b) hereof.
Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder.
Exchange Notes: See Section 2(a) hereof.
Exchange Offer: See Section 2(a) hereof.
Exchange Offer Registration Statement: See Section 2(a) hereof.
Exchange Securities: See Section 2(a) hereof.
FINRA: See Section 5(r) hereof.
Guarantees: See the introductory paragraphs hereto.
Guarantors: See the introductory paragraphs hereto.
Holder: Any holder of a Registrable Security or Registrable Securities.
Indenture: See the introductory paragraphs hereto.
Information: See Section 5(n) hereof.
Initial Purchasers: See the introductory paragraphs hereto.
Initial Shelf Registration: See Section 3(a) hereof.
Inspectors: See Section 5(n) hereof.
Issue Date: October 13, 2010, the date of original issuance of the Notes.
Issuers: See the introductory paragraphs hereto.
New Guarantees: See Section 2(a) hereof.
Notes: See the introductory paragraphs hereto.
Participant: See Section 7(a) hereof.
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Participating Broker-Dealer: See Section 2(b) hereof.
Person: An individual, trustee, corporation, partnership, limited liability company,
joint stock company, trust, unincorporated association, union, business association, firm or other
legal entity.
Private Exchange: See Section 2(b) hereof.
Private Exchange Notes: See Section 2(b) hereof.
Prospectus: The prospectus included in any Registration Statement (including, without
limitation, any prospectus subject to completion and a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in
reliance upon Rules 430A or 430C under the Securities Act), as amended or supplemented by any
prospectus supplement, and all other amendments and supplements to the Prospectus, including
post-effective amendments, and all material incorporated by reference or deemed to be incorporated
by reference in such Prospectus.
Purchase Agreement: See the introductory paragraphs hereof.
Records: See Section 5(n) hereof.
Registrable Securities: Each Security upon its original issuance and at all times
subsequent thereto, each Exchange Security as to which Section 2(c)(iv) hereof is applicable upon
original issuance and at all times subsequent thereto and each Private Exchange Note upon original
issuance thereof and at all times subsequent thereto, and, in each case, the related Guarantees,
until, in each case, the earliest to occur of (i) a Registration Statement (other than, with
respect to any Exchange Securities as to which Section 2(c)(iv) hereof is applicable, the Exchange
Offer Registration Statement) covering such Security, Exchange Security or Private Exchange Note
(and the related Guarantees) has been declared effective by the SEC and such Security, Exchange
Security or such Private Exchange Note (and the related Guarantees), as the case may be, has been
disposed of in accordance with such effective Registration Statement, (ii) such Security has been
exchanged pursuant to the Exchange Offer for an Exchange Security or Exchange Securities that may
be resold without restriction under state and federal securities laws, (iii) such Security,
Exchange Security or Private Exchange Note (and the related Guarantees), as the case may be, ceases
to be outstanding for purposes of the Indenture, (iv) the later of (x) the date which is two years
after the date the Notes were originally issued and (y) the date upon which such Note, Exchange
Note (and the related Guarantees) or Private Exchange Note has been resold in compliance with Rule
144; provided such Note, Exchange Note or Private Exchange Note following such resale does
not bear any restrictive legend relating to the Securities Act and does not bear a restricted CUSIP
number and (v) the Exchange Offer is consummated and such Security (x) is not a Security as to
which a valid request for a Private Exchange has been timely delivered to the Company and (y) was
not validly tendered in and not withdrawn from the Exchange Offer at the time of the consummation
thereof.
Registration Statement: Any registration statement of the Company Issuers that cover
any of the Securities, the Exchange Securities or the Private Exchange Notes (and the related
Guarantees) filed with the SEC under the Securities Act, including, in each case, the Prospectus,
amendments and supplements to such registration statement, including post-effective amendments, all
exhibits, and all material incorporated by reference or deemed to be incorporated by reference in
such registration statement.
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Rule 144: Rule 144 under the Securities Act.
Rule 144A: Rule 144A under the Securities Act.
Rule 405: Rule 405 under the Securities Act.
Rule 415: Rule 415 under the Securities Act.
Rule 424: Rule 424 under the Securities Act.
SEC: The U.S. Securities and Exchange Commission.
Securities: See the introductory paragraphs hereto.
Securities Act: The Securities Act of 1933, as amended, and the rules and regulations
of the SEC promulgated thereunder.
Shelf Notice: See Section 2(c) hereof.
Shelf Registration: See Section 3(b) hereof.
Shelf Registration Statement: Any Registration Statement relating to a Shelf
Registration.
Shelf Suspension Period: See Section 3(a) hereof.
Subsequent Shelf Registration: See Section 3(b) hereof.
TIA: The Trust Indenture Act of 1939, as amended.
Trustee: The trustee under the Indenture and the trustee under any indenture (if
different) governing the Exchange Securities and Private Exchange Notes (and the related
Guarantees).
Underwritten registration or underwritten offering: A registration in which
securities of the Company Issuers are sold to an underwriter for reoffering to the public.
Except as otherwise specifically provided, all references in this Agreement to acts, laws,
statutes, rules, regulations, releases, forms, no-action letters and other regulatory requirements
(collectively, “Regulatory Requirements”) shall be deemed to refer also to any amendments
thereto and all subsequent Regulatory Requirements adopted as a replacement thereto having
substantially the same effect therewith; provided that Rule 144 shall not be deemed to
amend or replace Rule 144A.
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2. Exchange Offer
(a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of
the staff of the SEC, the Company Issuers shall use their commercially reasonable efforts to file
with the SEC a Registration Statement (the “Exchange Offer Registration Statement”) on an
appropriate registration form with respect to a registered offer (the “Exchange Offer”) to
exchange any and all of the Registrable Securities for a like aggregate principal amount of debt
securities of the Company Issuers (the “Exchange Notes”), guaranteed, to the extent
applicable, on an unsecured senior basis by the Guarantors (the “New Guarantees” and,
together with the Exchange Notes, the “Exchange Securities”), that are identical in all
material respects to the Notes, as applicable, except that (i) the Exchange Notes shall contain no
restrictive legend thereon, (ii) interest thereon shall accrue from the last date on which interest
was paid on such Notes or, if no such interest has been paid, from the Issue Date and (iii) which
are entitled to the benefits of the Indenture or a trust indenture which is identical in all
material respects to the Indenture (other than such changes to the Indenture or any such identical
trust indenture as are necessary to comply with the TIA) and which, in either case, has been
qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules
and regulations under the Exchange Act and other applicable laws. The Company Issuers shall use
their commercially reasonable efforts to (x) prepare and file with the SEC the Exchange Offer
Registration Statement with respect to the Exchange Offer; (y) keep the Exchange Offer open for at
least 20 Business Days (or longer if required by applicable law) after the date that notice of the
Exchange Offer is sent to Holders; and (z) consummate the Exchange Offer as soon as practicable on
or prior to the 360th day following the Issue Date.
Each Holder (including, without limitation, each Participating Broker-Dealer) that
participates in the Exchange Offer, as a condition to participation in the Exchange Offer, will be
required to represent to the Company Issuers in writing (which may be contained in the applicable
letter of transmittal) that: (i) any Exchange Securities acquired in exchange for Registrable
Securities tendered are being acquired in the ordinary course of business of the Person receiving
such Exchange Securities, whether or not such recipient is such Holder itself; (ii) at the time of
the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual
knowledge of such Holder, any other Person receiving Exchange Securities from such Holder has an
arrangement or understanding with any Person to participate in the distribution (within the meaning
of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities
Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person
receiving Exchange Securities from such Holder is an “affiliate” (as defined in Rule 405) of the
Company Issuers or, if it is an affiliate of the Company Issuers, it will comply with the
registration and prospectus delivery requirements of the Securities Act to the extent applicable
and will provide information to be included in the Shelf Registration Statement in accordance with
Section 5 hereof in order to have their Securities included in the Shelf Registration Statement and
benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) if such Holder
is not a broker-dealer, neither such Holder nor, to the actual knowledge of such Holder, any other
Person receiving Exchange Securities from such Holder is engaging in or intends to engage in a
distribution of the Exchange Securities; and (v) if such Holder is a Participating Broker-Dealer,
such Holder will receive the Exchange Securities for its own account in exchange for Securities
that were acquired as a result of other trading activities and that it will comply with the
applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery
requirements thereunder).
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Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of
this Agreement shall continue to apply, mutatis mutandis, solely with respect to
Registrable Securities that are Private Exchange Notes (and the related Guarantees), Exchange
Securities as to which Section 2(c)(iv) is applicable and Exchange Securities held by Participating
Broker-Dealers, and the Company Issuers shall have no further obligation to register Registrable
Securities (other than Private
Exchange Notes (and the related Guarantees) and Exchange Securities as to which clause
2(c)(iv) hereof applies) pursuant to Section 3 hereof.
(b) The Company Issuers shall include within the Prospectus contained in the Exchange Offer
Registration Statement a section entitled “Plan of Distribution,” 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 is the “beneficial owner” (as defined in
Rule 13d-3 under the Exchange Act) of Exchange Notes received by such broker-dealer in the Exchange
Offer (a “Participating Broker-Dealer”), whether such positions or policies have been
publicly disseminated by the staff of the SEC or such positions or policies represent the
prevailing views of the staff of the SEC. Such “Plan of Distribution” section shall also expressly
permit, to the extent permitted by applicable policies and regulations of the SEC, the use of the
Prospectus by all Participating Broker-Dealers, and include a statement describing the means by
which Participating Broker-Dealers may resell the Exchange Securities in compliance with the
Securities Act.
The Company Issuers shall use their commercially reasonable efforts to keep the Exchange Offer
Registration Statement effective and to amend and supplement the Prospectus contained therein in
order to permit such Prospectus to be lawfully delivered by all Persons subject to the prospectus
delivery requirements of the Securities Act for such period of time as is necessary to comply with
applicable law in connection with any resale of the Exchange Securities; provided,
however, that such period shall not be required to exceed 90 days, such longer period if
extended pursuant to the last paragraph of Section 5 hereof (the “Applicable Period”).
If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Notes
acquired by them that have the status of an unsold allotment in the initial distribution, the
Company Issuers, upon the request of the Initial Purchasers, shall simultaneously with the delivery
of the Exchange Notes issue and deliver to the Initial Purchasers, in exchange (the “Private
Exchange”) for such Notes held by any such Holder, a like principal amount of notes (the
“Private Exchange Notes”) of the Company Issuers, guaranteed by the Guarantors, that are
identical in all material respects to the Exchange Notes except for the placement of a restrictive
legend on such Private Exchange Notes. The Private Exchange Notes shall be issued pursuant to the
same indenture as the Exchange Notes and bear the same CUSIP number as the Exchange Notes if
permitted by the CUSIP Service Bureau.
In connection with the Exchange Offer, the Company Issuers shall:
(1) mail, or cause to be mailed, to each Holder of record entitled to participate in
the Exchange Offer a copy of the Prospectus forming part of the Exchange Offer Registration
Statement, together with an appropriate letter of transmittal and related documents;
(2) use their respective commercially reasonable efforts to keep the Exchange Offer
open for not less than 20 Business Days from the date that notice of the Exchange Offer is
sent to Holders (or longer if required by applicable law);
(3) permit Holders to withdraw tendered Notes at any time prior to the close of
business, New York time, on the last Business Day on which the Exchange Offer remains open;
and
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(4) otherwise comply in all material respects with all laws, rules and regulations
applicable to the Exchange Offer.
As soon as practicable after the close of the Exchange Offer and any Private Exchange, the
Company Issuers shall:
(1) accept for exchange all Registrable Securities validly tendered and not validly
withdrawn pursuant to the Exchange Offer and any Private Exchange;
(2) deliver to the Trustee for cancellation all Registrable Securities so accepted for
exchange; and
(3) cause the Trustee to authenticate and deliver promptly to each Holder of Notes,
Exchange Notes or Private Exchange Notes, as the case may be, equal in principal amount to
the Notes of such Holder so accepted for exchange; provided that, in the case of any
Notes held in global form by a depositary, authentication and delivery to such depositary of
one or more replacement Notes in global form in an equivalent principal amount thereto for
the account of such Holders in accordance with the Indenture shall satisfy such
authentication and delivery requirement.
The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than
that (i) the Exchange Offer or Private Exchange, as the case may be, does not violate applicable
law or any applicable interpretation of the staff of the SEC; (ii) no action or proceeding shall
have been instituted or threatened in any court or by any governmental agency which might
materially impair the ability of the Company Issuers to proceed with the Exchange Offer or the
Private Exchange, and no material adverse development shall have occurred in any existing action or
proceeding with respect to the Company Issuers; and (iii) all governmental approvals shall have
been obtained, which approvals the Company Issuers deem necessary for the consummation of the
Exchange Offer or Private Exchange.
The Exchange Securities and the Private Exchange Notes (and related guarantees) 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 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 Notes, the Private Exchange Notes and the Notes shall vote and consent together on all
matters as one class and that none of the Exchange Notes, the Private Exchange Notes or the Notes
will have the right to vote or consent as a separate class on any matter.
(c) If, (i) because of any change in law or in currently prevailing interpretations of the
staff of the SEC, the Company Issuers are not permitted to effect the Exchange Offer, (ii) the
Exchange Offer is not consummated within 360 days of the Issue Date, (iii) any holder of Private
Exchange Notes so requests in writing to the Company Issuers at any time within 30 days after the
consummation of the Exchange Offer, or (iv) in the case of any Holder that participates in the
Exchange Offer, such Holder does not receive Exchange Securities on the date of the exchange that
may be sold without restriction under state and federal securities laws (other than due solely to
the status of such Holder as an affiliate of the Company Issuers within the meaning of the
Securities Act or, solely with respect to prospectus delivery
requirements, as a Participating Broker Dealer) and so notifies the Company Issuers within 30
days after such Holder first becomes aware of such restrictions, in the case of each of clauses (i)
to and including (iv) of this sentence, then the Company Issuers shall promptly deliver to the
Trustee (to deliver to the Holders) written notice thereof (the “Shelf Notice”) and shall
file a Shelf Registration pursuant to Section 3 hereof.
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3. Shelf Registration
If at any time a Shelf Notice is delivered as contemplated by Section 2(c) hereof, then:
(a) Shelf Registration. The Company Issuers shall promptly file with the SEC a
Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415
covering all of the Registrable Securities (the “Initial Shelf Registration”). The
Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting
registration of such Registrable Securities for resale by Holders in the manner or manners
designated by them (including, without limitation, one or more underwritten offerings).
The Company Issuers shall use their respective commercially reasonable efforts to cause
the Shelf Registration to be declared effective under the Securities Act and to keep the
Initial Shelf Registration continuously effective under the Securities Act until the
earliest of (i) 180 days after the Shelf Registration is declared effective, (ii) such
shorter period ending when all Registrable Securities covered by the Initial Shelf
Registration have been sold in the manner set forth and as contemplated in the Initial Shelf
Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which
all Registrable Securities have been otherwise sold (the “Effectiveness Period”);
provided, however, that the Effectiveness Period in respect of the Initial
Shelf Registration shall be extended to the extent required to permit dealers (except any
Initial Purchaser with respect to an unsold allotment of Notes) to comply with the
applicable prospectus delivery requirements of Rule 174 under the Securities Act and as
otherwise provided herein.
Notwithstanding anything to the contrary in this Agreement, at any time, the Company
Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend
the effectiveness thereof, for a reasonable period of time, but not in excess of 60
consecutive days or more than three (3) times during any calendar year (each, a “Shelf
Suspension Period”), if the Board of Directors of the Company Issuers determines
reasonably and in good faith that the filing of any such Initial Shelf Registration
Statement or the continuing effectiveness thereof would require the disclosure of non-public
material information that, in the reasonable judgment of the Board of Directors of the
Company Issuers, would be detrimental to the Company Issuers if so disclosed or would
otherwise materially adversely affect a financing, acquisition, disposition, merger or other
material transaction or such action is required by applicable law.
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(b) Withdrawal of Stop Orders; Subsequent Shelf Registrations. If the Initial
Shelf Registration or any Subsequent Shelf Registration ceases to be effective for any
reason at any time during the Effectiveness Period (other than in the case of Shelf
Suspension Period(s) permitted by this Agreement and other than because of the sale of all
of the Securities registered thereunder), the Company Issuers shall use their commercially
reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness
thereof, and in any event shall file an additional Shelf Registration Statement pursuant to Rule 415 covering all of the
Registrable Securities covered by and not sold under the Initial Shelf Registration or an
earlier Subsequent Shelf Registration (each, a “Subsequent Shelf Registration”). If
a Subsequent Shelf Registration is filed, the Company Issuers shall use their commercially
reasonable efforts to cause the Subsequent Shelf Registration to be declared effective under
the Securities Act as soon as practicable after such filing and to keep such subsequent
Shelf Registration continuously effective for a period equal to the number of days in the
Effectiveness Period less the aggregate number of days during which the Initial Shelf
Registration or any Subsequent Shelf Registration was previously continuously effective. As
used herein the term “Shelf Registration” means the Initial Shelf Registration and
any Subsequent Shelf Registration.
(c) Supplements and Amendments. The Company Issuers shall promptly supplement
and amend the Shelf Registration if required by the rules, regulations or instructions
applicable to the registration form used for such Shelf Registration, if required by the
Securities Act, or if reasonably requested by the Holders of a majority in aggregate
principal amount of the Registrable Securities (or their counsel) covered by such
Registration Statement with respect to the information included therein with respect to one
or more of such Holders, or, if reasonably requested by any underwriter of such Registrable
Securities, with respect to the information included therein with respect to such
underwriter.
4. Additional Interest
(a) The Company Issuers and the Initial Purchasers agree that the Holders will suffer damages
if the Company Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and
that it would not be feasible to ascertain the extent of such damages with precision. Accordingly,
the Company Issuers agree to pay, jointly and severally, as liquidated damages, additional interest
on the Notes (“Additional Interest”) if (A) on or prior to the 360th day after the Issue
Date the Company Issuers have neither (i) exchanged Exchange Securities for all Securities validly
tendered in accordance with the terms of the Exchange Offer nor (ii) if applicable, had a Shelf
Registration Statement declared effective, or (B) if applicable, a Shelf Registration has been
declared effective and such Shelf Registration ceases to be effective at any time for more than 60
consecutive days during the Effectiveness Period (other than because of the sale of all of the
Securities registered thereunder), then Additional Interest shall accrue on the principal amount of
the Registration Securities at a rate of 0.25% per annum (which rate will be increased by an
additional 0.25% per annum for the subsequent 90 day period that such Additional Interest continues
to accrue; provided that the rate at which such Additional Interest accrues may in no event
exceed 0.50% per annum) (such Additional Interest to be calculated by the Company Issuers)
commencing on (x) the 361st day after the Issue Date in the case of (A) above or (y) the
61st consecutive day on which such Shelf Registration ceases to be effective in the case
of (B) above; provided, however, that additional interest may not accrue under more
than one of the foregoing clauses at any one time; and provided, further, that upon
the exchange of the Exchange Securities for all Securities validly tendered (in the case of clause
(A)(i) of this Section 4), upon the effectiveness of the applicable Shelf Registration Statement
(in the case of (A)(ii) of this Section 4), or upon the effectiveness of the applicable Shelf
Registration Statement which had ceased to remain effective (in the case of (2) of this Section 4),
Additional Interest on the Notes in respect of which such events relate as a result of such clause
(or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding
any other provisions of this Section 4, the Company Issuers shall not be obligated to pay
Additional Interest (i) provided in Sections 4(a)(B) during
a Shelf Suspension Period permitted by Section 3(a) hereof or (ii) on Notes that are not
Registrable Securities.
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(b) The Company Issuers shall notify the Trustee within one business day after each and every
date on which an event occurs in respect of which Additional Interest is required to be paid (an
“Event Date”). Any amounts of Additional Interest due pursuant to (a) of this Section 4
will be payable in cash semiannually on each May 1 and November 1 (to the holders of record on the
April 15 and October 1 immediately preceding such dates), commencing with the first such date
occurring after any such Additional Interest commences to accrue. The amount of Additional
Interest will be determined by the Company Issuers by multiplying the applicable Additional
Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the
numerator of which is the number of days such Additional Interest rate was applicable during such
period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the
case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
5. Registration Procedures
In connection with the filing of any Registration Statement pursuant to Section 2 or 3 hereof,
the Company Issuers shall effect such registrations to permit the sale of the securities covered
thereby in accordance with the intended method or methods of disposition thereof, and pursuant
thereto and in connection with any Registration Statement filed by the Company Issuers hereunder
the Company Issuers shall:
(a) Prepare and file with the SEC, a Registration Statement or Registration Statements
as prescribed by Section 2 or 3 hereof, and use their commercially reasonable efforts to
cause each such Registration Statement to become effective and remain effective as provided
herein; provided, however, that if (1) such filing is pursuant to Section 3
hereof or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable
Period relating thereto from whom the Company Issuers have received prior written notice
that it will be a Participating Broker-Dealer in the Exchange Offer, before filing any
Registration Statement or Prospectus or any amendments or supplements thereto, the Company
Issuers shall furnish to and afford counsel for the Holders of the Registrable Securities
covered by such Registration Statement (with respect to a Registration Statement filed
pursuant to Section 3 hereof) or counsel for such Participating Broker-Dealer (with respect
to any such Registration Statement), as the case may be, and counsel to the managing
underwriters, if any, a reasonable opportunity to review copies of all such documents
(including copies of any documents to be incorporated by reference therein and all exhibits
thereto) proposed to be filed (in each case at least three business days prior to such
filing). The Company Issuers shall not file any Registration Statement or Prospectus or any
amendments or supplements thereto if the Holders of a majority in aggregate principal amount
of the Registrable Securities covered by such Registration Statement, their counsel, or the
managing underwriters, if any, shall reasonably object.
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(b) Prepare and file with the SEC such amendments and post-effective amendments to each
Shelf Registration Statement or Exchange Offer Registration Statement, as the case may
be, as may be necessary to keep such Registration Statement continuously effective for
the Effectiveness Period, the Applicable Period or until consummation of the Exchange Offer,
as the case may be; cause the related Prospectus to be supplemented by any Prospectus
supplement required by applicable law, and as so supplemented to be filed pursuant to Rule
424; and comply with the provisions of the Securities Act and the Exchange Act applicable to
it with respect to the disposition of all securities covered by such Registration Statement
as so amended or in such Prospectus as so supplemented and with respect to the subsequent
resale of any securities being sold by an Participating Broker-Dealer covered by any such
Prospectus in all material respects. The Company Issuers shall be deemed not to have used
their commercially reasonable efforts to keep a Registration Statement effective if they
voluntarily take any action that is reasonably expected to result in selling Holders of the
Registrable Securities covered thereby or Participating Broker-Dealers seeking to sell
Exchange Securities not being able to sell such Registrable Securities or such Exchange
Securities during that period unless such action is required by applicable law or permitted
by this Agreement.
(c) If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period relating
thereto from whom the Company Issuers have received written notice that it will be a
Participating Broker-Dealer in the Exchange Offer, notify the selling Holders of Registrable
Securities (with respect to a Registration Statement filed pursuant to Section 3 hereof), or
each such Participating Broker-Dealer (with respect to any such Registration Statement), as
the case may be, their counsel and the managing underwriters, if any, promptly (but in any
event within three Business Days), and confirm such notice in writing, (i) when a Prospectus
or any Prospectus supplement or post-effective amendment has been filed, and, with respect
to a Registration Statement or any post-effective amendment, when the same has become
effective under the Securities Act (including in such notice a written statement that any
Holder may, upon request, obtain, at the sole expense of the Company Issuers, one conformed
copy of such Registration Statement or post-effective amendment including financial
statements and schedules, documents incorporated or deemed to be incorporated by reference
and exhibits), (ii) of the issuance by the SEC of any stop order suspending the
effectiveness of a Registration Statement or of any order preventing or suspending the use
of any preliminary prospectus or the initiation of any proceedings for that purpose, (iii)
if at any time when a prospectus is required by the Securities Act to be delivered in
connection with sales of the Registrable Securities or resales of Exchange Securities by
Participating Broker-Dealers the representations and warranties of the Company Issuers
contained in any agreement (including any underwriting agreement) contemplated by Section
5(m) hereof cease to be true and correct, (iv) of the receipt by the Company Issuers of any
notification with respect to the suspension of the qualification or exemption from
qualification of a Registration Statement or any of the Registrable Securities or the
Exchange Securities to be sold by any Participating Broker-Dealer for offer or sale in any
jurisdiction, or the initiation or threatening of any proceeding for such purpose, (v) of
the happening of any event, the existence of any condition or any information becoming known
that makes any statement made in such Registration Statement or related Prospectus or any
document incorporated or deemed to be incorporated therein by reference untrue in any
material respect or that requires the making of any changes in or amendments or supplements
to such Registration Statement, Prospectus or documents so that, in the case of the
Registration Statement, it will not
contain any 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 not misleading,
and that in the case of the Prospectus, it will not contain any 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, and (vi) of the Company Issuers’ determination that a post-effective
amendment to a Registration Statement would be appropriate.
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(d) Use its commercially reasonable efforts to prevent the issuance of any order
suspending the effectiveness of a Registration Statement or of any order preventing or
suspending the use of a Prospectus or suspending the qualification (or exemption from
qualification) of any of the Registrable Securities or the Exchange Securities to be sold by
any Participating Broker-Dealer, for sale in any jurisdiction.
(e) If a Shelf Registration is filed pursuant to Section 3 and if requested during the
Effectiveness Period by the managing underwriter or underwriters (if any) or the Holders of
a majority in aggregate principal amount of the Registrable Securities being sold in
connection with an underwritten offering, (i) as promptly as practicable incorporate in a
prospectus supplement or post-effective amendment such information as the managing
underwriter or underwriters (if any), such Holders or counsel for either of them reasonably
request to be included therein, (ii) make all required filings of such prospectus supplement
or such post-effective amendment as soon as practicable after the Company Issuers have
received notification of the matters to be incorporated in such prospectus supplement or
post-effective amendment, and (iii) supplement or make amendments to such Registration
Statement.
(f) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, furnish to
each selling Holder of Registrable Securities (with respect to a Registration Statement
filed pursuant to Section 3 hereof) and to each such Participating Broker-Dealer who so
requests (with respect to any such Registration Statement) and to their respective counsel
and each managing underwriter, if any, at the sole expense of the Company Issuers, one
conformed copy of the Registration Statement or Registration Statements and each
post-effective amendment thereto, including financial statements and schedules, and, if
requested, all documents incorporated or deemed to be incorporated therein by reference and
all exhibits.
(g) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, deliver to
each selling Holder of Registrable Securities (with respect to a Registration Statement
filed pursuant to Section 3 hereof), or each such Participating Broker-Dealer (with respect
to any such Registration Statement), as the case may be, their respective counsel, and the
underwriters, if any, at the sole expense of the Company Issuers, as many copies of the
Prospectus or Prospectuses (including each form of preliminary prospectus) and each
amendment or supplement thereto and any documents incorporated by reference therein as such
Persons may reasonably request; and, subject to the last paragraph of this Section 5, the Company Issuers hereby consent to the use of such
Prospectus and each amendment or supplement thereto by each of the selling Holders of
Registrable Securities or each such Participating Broker-Dealer, as the case may be, and the
underwriters or agents, if any, and dealers, if any, in connection with the offering and
sale of the Registrable Securities covered by, or the sale by Participating Broker-Dealers
of the Exchange Securities pursuant to, such Prospectus and any amendment or supplement
thereto.
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(h) Prior to any public offering of Registrable Securities or any delivery of a
Prospectus contained in the Exchange Offer Registration Statement by any Participating
Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, use its
commercially reasonable efforts to register or qualify, and to cooperate with the selling
Holders of Registrable Securities or each such Participating Broker-Dealer, as the case may
be, the managing underwriter or underwriters, if any, and their respective counsel in
connection with the registration or qualification (or exemption from such registration or
qualification) of such Registrable Securities for offer and sale under the securities or
Blue Sky laws of such jurisdictions within the United States as any selling Holder,
Participating Broker-Dealer, or the managing underwriter or underwriters reasonably request
in writing; provided, however, that where Exchange Securities held by
Participating Broker-Dealers or Registrable Securities are offered other than through an
underwritten offering, the Company Issuers agree to cause its counsel to perform Blue Sky
investigations and file registrations and qualifications required to be filed pursuant to
this Section 5(h), keep each such registration or qualification (or exemption therefrom)
effective during the period such Registration Statement is required to be kept effective and
do any and all other acts or things necessary or advisable to enable the disposition in such
jurisdictions of the Exchange Securities held by Participating Broker-Dealers or the
Registrable Securities covered by the applicable Registration Statement; provided,
however, that the Company Issuers shall not be required to (A) qualify generally to
do business in any jurisdiction where they are not then so qualified, (B) take any action
that would subject it to general service of process in any such jurisdiction where it is not
then so subject or (C) subject itself to taxation in excess of a nominal dollar amount in
any such jurisdiction where it is not then so subject.
(i) If a Shelf Registration is filed pursuant to Section 3 hereof, cooperate with the
selling Holders of Registrable Securities and the managing underwriter or underwriters, if
any, to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold, which certificates shall not bear any restrictive legends
and shall be in a form eligible for deposit with The Depository Trust Company; and enable
such Registrable Securities to be in such denominations (subject to applicable requirements
contained in the Indenture) and registered in such names as the managing underwriter or
underwriters, if any, or Holders may request.
(j) Use its commercially reasonable efforts to cause the Registrable Securities covered
by the Registration Statement to be registered with or approved by such other U.S.
governmental agencies or authorities as may be necessary to enable the seller or sellers
thereof or the underwriter or underwriters, if any, to consummate the disposition of such
Registrable Securities, except as may be required solely as a consequence of the nature of
such selling Holder’s business, in which case the Company Issuers will cooperate in all
respects with the filing of such Registration Statement and the granting of such approvals.
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(k) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, upon the
occurrence of any event contemplated by Section 5(c)(v) or 5(c)(vi) hereof, as promptly as
practicable prepare and (subject to Section 5(a) hereof) file with the SEC, at the sole
expense of the Company Issuers, a supplement or post-effective amendment to the Registration
Statement or a supplement to the related Prospectus or any document incorporated therein by
reference, or file any other required document so that, as thereafter delivered to the
purchasers of the Registrable Securities being sold thereunder (with respect to a
Registration Statement filed pursuant to Section 3 hereof) or to the purchasers of the
Exchange Securities to whom such Prospectus will be delivered by a Participating
Broker-Dealer (with respect to any such Registration Statement), any such Prospectus will
not 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, in the light of the
circumstances under which they were made, not misleading.
(l) Prior to the effective date of the first Registration Statement relating to the
Registrable Securities, (i) provide the Trustee with certificates for the Registrable
Securities in a form eligible for deposit with The Depository Trust Company and (ii) provide
a CUSIP number for the Registrable Securities.
(m) In connection with any underwritten offering of Registrable Securities pursuant to
a Shelf Registration, enter into an underwriting agreement as is customary in underwritten
offerings of debt securities similar to the Securities (including, without limitation, a
customary condition to the obligations of the underwriters that the underwriters shall have
received “cold comfort” letters and updates thereof in form, scope and substance reasonably
satisfactory to the managing underwriter or underwriters from the independent certified
public accountants of the Company Issuers (and, if necessary, any other independent
certified public accountants of the Company Issuers, or of any business acquired by the
Company Issuers, for which financial statements and financial data are, or are required to
be, included or incorporated by reference in the Registration Statement), addressed to each
of the underwriters, such letters to be in customary form and covering matters of the type
customarily covered in “cold comfort” letters in connection with underwritten offerings of
debt securities similar to the Securities), and take all such other actions as are
reasonably requested by the managing underwriter or underwriters in order to expedite or
facilitate the registration or the disposition of such Registrable Securities and, in such
connection, (i) make such representations and warranties to, and covenants with, the
underwriters with respect to the business of the Company Issuers (including any acquired
business, properties or entity, if applicable), and the Registration Statement, Prospectus
and documents, if any, incorporated or deemed to be incorporated by reference therein, in
each case, as are customarily made by Issuer to underwriters in underwritten offerings of
debt securities similar to the Securities, and confirm the same in writing if and when
requested; (ii) obtain the written opinions of counsel to the Company Issuers, and written
updates thereof in form, scope and substance reasonably satisfactory to the managing
underwriter or underwriters, addressed to the underwriters covering the matters customarily
covered in opinions reasonably requested in underwritten offerings; and (iii) if an
underwriting agreement is entered into, the same shall contain indemnification provisions
and procedures no less favorable to the sellers and underwriters, if any, than those set
forth in
Section 7 hereof (or such other provisions and procedures reasonably acceptable to
Holders of a majority in aggregate principal amount of Registrable Securities covered by
such Registration Statement and the managing underwriter or underwriters or agents, if any).
The above shall be done at each closing under such underwriting agreement, or as and to the
extent required thereunder.
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(n) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, make
available for inspection by any Initial Purchaser, any selling Holder of such Registrable
Securities being sold (with respect to a Registration Statement filed pursuant to Section 3
hereof), or each such Participating Broker-Dealer, as the case may be, any underwriter
participating in any such disposition of Registrable Securities, if any, and any attorney,
accountant or other agent retained by any such selling Holder or each such Participating
Broker-Dealer (with respect to any such Registration Statement), as the case may be, or
underwriter (any such Initial Purchasers, Holders, Participating Broker-Dealers,
underwriters, attorneys, accountants or agents, collectively, the “Inspectors”),
upon written request, at the offices where normally kept, during reasonable business hours,
all pertinent financial and other records, pertinent corporate documents and instruments of
the Company Issuers and subsidiaries of the Company Issuers (collectively, the
“Records”), as shall be reasonably necessary to enable them to exercise any
applicable due diligence responsibilities, and cause the officers, directors and employees
of the Company Issuers and any of their subsidiaries to supply all information
(“Information”) reasonably requested by any such Inspector in connection with such
due diligence responsibilities. Each Inspector shall agree in writing that it will keep the
Records and Information confidential, to use the Information only for due diligence
purposes, to abstain from using the Information as the basis for any market transactions in
Securities of the Company Issuers and that they will not disclose any of the Records or
Information that the Company Issuers determine, in good faith, to be confidential and
notifies the Inspectors in writing are confidential unless (i) the disclosure of such
Records or Information is necessary to avoid or correct a misstatement or omission in such
Registration Statement or Prospectus, (ii) the release of such Records or Information is
ordered pursuant to a subpoena or other order from a court of competent jurisdiction, (iii)
disclosure of such Records or Information is necessary or advisable, in the opinion of
counsel for any Inspector, in connection with any action, claim, suit or proceeding,
directly or indirectly, involving or potentially involving such Inspector and arising out
of, based upon, relating to, or involving this Agreement or the Purchase Agreement, or any
transactions contemplated hereby or thereby or arising hereunder or thereunder, or (iv) the
information in such Records or Information has been made generally available to the public
other than by an Inspector or an “affiliate” (as defined in Rule 405) thereof;
provided, however, that prior notice shall be provided as soon as
practicable to the Company Issuers of the potential disclosure of any information by such
Inspector pursuant to clauses (i) or (ii) of this sentence to permit the Company Issuers to
obtain a protective order (or waive the provisions of this paragraph (o)) and that such
Inspector shall take such actions as are reasonably necessary to protect the confidentiality
of such information (if practicable) to the extent such action is otherwise not inconsistent
with, an impairment of or in derogation of the rights and interests of the Holder or any
Inspector.
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(o) Provide an indenture trustee for the Registrable Securities or the Exchange
Securities, as the case may be, and cause the Indenture or the trust indenture provided for
in Section 2(a) hereof, as the case may be, to be qualified under the TIA not later than the
effective date of the first Registration Statement relating to the Registrable Securities;
and in connection therewith, cooperate with the trustee under any such indenture and the
Holders of the Registrable Securities, to effect such changes (if any) to such indenture as
may be required for such indenture to be so qualified in accordance with the terms of the
TIA; and execute, and use its commercially reasonable efforts to cause such trustee to
execute, all documents as may be required to effect such changes, and all other forms and
documents required to be filed with the SEC to enable such indenture to be so qualified in a
timely manner.
(p) Comply in all material respects with all applicable rules and regulations of the
SEC and make generally available to its securityholders with regard to any applicable
Registration Statement, a consolidated earning statement satisfying the provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated
under the Securities Act) no later than 45 days after the end of any fiscal quarter (or 90
days after the end of any 12-month period if such period is a fiscal year) (i) commencing at
the end of any fiscal quarter in which Registrable Securities are sold to underwriters in a
firm commitment or best efforts underwritten offering and (ii) if not sold to underwriters
in such an offering, commencing on the first day of the first fiscal quarter of the Company
Issuers, after the effective date of a Registration Statement, which statements shall cover
said 12-month periods; provided that this requirement shall be deemed satisfied by the
Company Issuers complying with Section 4.02 of the Indenture.
(q) Upon consummation of the Exchange Offer or a Private Exchange, obtain an opinion of
counsel to the Company Issuers, in a form customary for underwritten transactions, addressed
to the Trustee for the benefit of all Holders of Registrable Securities participating in the
Exchange Offer or the Private Exchange, as the case may be, that the Exchange Securities or
Private Exchange Notes (and the related Guarantees), as the case may be, the related
guarantee and the related indenture constitute legal, valid and binding obligations of the
Company Issuers, enforceable against the Company Issuers in accordance with their respective
terms, subject to customary exceptions and qualifications. If the Exchange Offer or a
Private Exchange is to be consummated, upon delivery of the Registrable Securities by
Holders to the Company Issuers (or to such other Person as directed by the Company Issuers),
in exchange for the Exchange Securities or the Private Exchange Notes (and the related
Guarantees), as the case may be, the Company Issuers shall xxxx, or cause to be marked, on
such Registrable Securities that such Registrable Securities are being cancelled in exchange
for the Exchange Securities or the Private Exchange Notes (and the related Guarantees), as
the case may be; in no event shall such Registrable Securities be marked as paid or
otherwise satisfied.
(r) Use commercially reasonable efforts to cooperate with each seller of Registrable
Securities covered by any Registration Statement and each underwriter, if any, participating
in the disposition of such Registrable Securities and their respective counsel in connection
with any filings required to be made with the Financial Industry Regulatory Authority, Inc.
(the “FINRA”).
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(s) Use its respective commercially reasonable efforts to take all other steps
reasonably necessary to effect the registration of the Exchange Securities and/or
Registrable Securities covered by a Registration Statement contemplated hereby.
The Company Issuers may require each seller of Registrable Securities as to which any
registration is being effected to furnish to the Company Issuers such information regarding such
seller and the distribution of such Registrable Securities as the Company Issuers may, from time to
time, reasonably request. The Company Issuers may exclude from such registration the Registrable
Securities of any seller so long as such seller fails to furnish such information within a
reasonable time after receiving such request. Each seller as to which any Shelf Registration is
being effected agrees to furnish promptly to the Company Issuers all information required to be
disclosed in order to make the information previously furnished to the Company Issuers by such
seller not materially misleading.
If any such Registration Statement refers to any Holder by name or otherwise as the holder of
any securities of the Company Issuers, then such Holder shall have the right to require (i) the
insertion therein of language, in form and substance reasonably satisfactory to such Holder, to the
effect that the holding by such Holder of such securities is not to be construed as a
recommendation by such Holder of the investment quality of the securities covered thereby and that
such holding does not imply that such Holder will assist in meeting any future financial
requirements of the Company Issuers, or (ii) in the event that such reference to such Holder by
name or otherwise is not required by the Securities Act or any similar federal statute then in
force, the deletion of the reference to such Holder in any amendment or supplement to the
Registration Statement filed or prepared subsequent to the time that such reference ceases to be
required.
Each Holder of Registrable Securities and each Participating Broker-Dealer agrees by its
acquisition of such Registrable Securities or Exchange Securities to be sold by such Participating
Broker-Dealer, as the case may be, that, upon actual receipt of any notice from the Company Issuers
of the happening of any event of the kind described in Section 5(c)(ii), 5(c)(iv), 5(c)(v), or
5(c)(vi) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities
covered by such Registration Statement or Prospectus or Exchange Securities to be sold by such
Holder or Participating Broker-Dealer, as the case may be, until such Holder’s or Participating
Broker-Dealer’s receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 5(k) hereof, or until it is advised in writing (the “Advice”) by the Company
Issuers that the use of the applicable Prospectus may be resumed, and has received copies of any
amendments or supplements thereto. In the event that the Company Issuers shall give any such
notice, each of the Applicable Period and the Effectiveness Period shall be extended by the number
of days during such periods from and including the date of the giving of such notice to and
including the date when each seller of Registrable Securities covered by such Registration
Statement or Exchange Securities to be sold by such Participating Broker-Dealer, as the case may
be, shall have received (x) the copies of the supplemented or amended Prospectus contemplated by
Section 5(k) hereof or (y) the Advice.
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6. Registration Expenses
All fees and expenses incident to the performance of or compliance with this Agreement by the
Company Issuers of their obligations under Sections 2, 3, 4, 5 and 8 shall be borne by the Company
Issuers, whether or not the Exchange Offer Registration Statement or any Shelf Registration Statement is filed or becomes effective or the Exchange Offer is consummated, including, without
limitation, (i) all registration and filing fees (including, without limitation, (A) fees with
respect to filings required to be made with FINRA in connection with an underwritten offering and
(B) fees and expenses of compliance with state securities or Blue Sky laws (including, without
limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications
of the Exchange Securities)), (ii) printing expenses, including, without limitation, printing
prospectuses if the printing of prospectuses is requested by the managing underwriter or
underwriters, if any, by the Holders of a majority in aggregate principal amount of the
Registrable Securities included in any Registration Statement or in respect of Registrable
Securities or Exchange Securities to be sold by any Participating Broker-Dealer during the
Applicable Period, as the case may be, (iii) fees and expenses of the Trustee, any exchange agent
and their counsel, (iv) fees and disbursements of counsel for the Company Issuers and, in the case
of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the
sellers of Registrable Securities selected by the Holder of a majority in aggregate principal
amount of Registrable Securities covered by such Shelf Registration (which counsel shall be
reasonably satisfactory to the Company Issuers) exclusive of any counsel retained pursuant to
Section 7 hereof), (v) fees and disbursements of all independent certified public accountants
referred to in Section 5(m) hereof (including, without limitation, the expenses of any “cold
comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and
any fees associated with making the Registrable Securities or Exchange Securities eligible for
trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the
Company Issuers desire such insurance, (viii) fees and expenses of all other Persons retained by
the Company Issuers, (ix) internal expenses of the Company Issuers (including, without limitation,
all salaries and expenses of officers and employees of the Company Issuers performing legal or
accounting duties), (x) the expense of any annual audit, (xi) any fees and expenses incurred in
connection with the listing of the securities to be registered on any securities exchange, and the
obtaining of a rating of the securities, in each case, if applicable and (xii) the expenses
relating to printing, word processing and distributing all Registration Statements, underwriting
agreements, indentures and any other documents necessary in order to comply with this Agreement.
7. Indemnification and Contribution.
(a) The Company Issuers and the Guarantors jointly and severally agree, to indemnify and hold
harmless each Holder of Registrable Securities, and each Participating Broker-Dealer selling
Exchange Securities during the Applicable Period, and each Person, if any, who controls such Person
or its affiliates within the meaning of Section 15 of the Act or Section 20 of the Exchange Act
(each, a “Participant”) against any losses, claims, damages or liabilities, joint or several, to
which any Participant may become subject under the Securities Act, the Exchange Act or otherwise,
insofar as any such losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon:
(i) any untrue statement or alleged untrue statement of any material fact contained in
any Registration Statement (or any amendment thereto), or Prospectus (as amended or
supplemented if the Company Issuers shall have furnished any amendments or supplements
thereto) or any preliminary prospectus; or
(ii) the omission or alleged omission to state, in any Registration Statement (or any
amendment thereto), or Prospectus (as amended or supplemented if the Company Issuers shall
have furnished any amendments or supplements thereto) or any preliminary prospectus or any
other document or any amendment or supplement thereto, a material fact required to be
stated therein or necessary to make the statements therein not misleading,
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except, in each case, insofar as such losses, claims, damages or liabilities arise out of or
based upon any untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with any information relating to any Initial Purchaser or
any Holder furnished to the Company Issuers in writing through the Initial Purchasers or any
selling Holder expressly for use therein;
and agree (subject to the limitations set forth in the proviso to this sentence) to reimburse, as
incurred, the Participant for any reasonable legal or other expenses incurred by the Participant in
connection with investigating, defending against or appearing as a third-party witness in
connection with any such loss, claim, damage, liability or action; provided,
however, neither the Company Issuers nor the Guarantors will 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
untrue statement or alleged untrue statement or omission or alleged omission made in any
Registration Statement (or any amendment thereto), or Prospectus (as amended or supplemented if the
Company Issuers shall have furnished any amendments or supplements thereto) or any preliminary
prospectus or any amendment or supplement thereto in reliance upon and in conformity with written
information relating to any Participant furnished to the Company Issuers by such Participant
specifically for use therein. The indemnity provided for in this Section 7 will be in addition to
any liability that the Company Issuers may otherwise have to the indemnified parties. The Company
Issuers and the Guarantors shall not be liable under this Section 7 to any indemnified party
regarding any settlement 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 is
consented to by the Company Issuers and the Guarantors, which consent shall not be unreasonably
withheld.
(b) Each Participant, severally and not jointly, agrees to indemnify and hold harmless the
Company Issuers, the Guarantors, their respective directors (or equivalent), their respective
officers who sign any Registration Statement and each person, if any, who controls the Company
Issuers within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any
losses, claims, damages or liabilities to which the Company Issuers, the Guarantors or any such
director, officer or controlling person may become subject under the Act, the Exchange Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material
fact contained in any Registration Statement, Prospectus, any amendment or supplement thereto, or
any preliminary prospectus, or (ii) the omission or the alleged omission to state therein a
material fact necessary to make the statements therein not misleading, in each case to the extent,
but only to the extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with written information concerning
such Participant, furnished to the Company Issuers by or on behalf of such Participant,
specifically for use therein; and subject to the limitation set forth immediately preceding this
clause, will reimburse, as incurred, any reasonable legal or other expenses incurred by the Company
Issuers, the Guarantors or any such director, officer or controlling person in connection with
investigating or defending against or appearing as a third party witness in connection with any
such loss, claim, damage, liability or action in respect thereof. The indemnity provided for in
this Section 7 will be in addition to any
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liability
that the Participants may otherwise have to the indemnified parties. The Participants shall
not be liable under this Section 7 to any indemnified party regarding any settlement 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 is consented to by the Participants, which consent
shall not be unreasonably withheld. The Company Issuers and the Guarantors shall not, without the
prior written consent of such Participant, effect any settlement or compromise of any pending or
threatened proceeding in respect of which such Participant is or could have been a party, or
indemnity could have been sought hereunder by such Participant, unless such settlement (A) includes
an unconditional written release of such Participant, in form and substance reasonably satisfactory
to such Participant, from all liability on claims that are the subject matter of such proceeding
and (B) does not include any statement as to an admission of fault, culpability or failure to act
by or on behalf of such Participant.
(c) Promptly after receipt by an indemnified party under this Section 7 of 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 7, notify the indemnifying party of the
commencement thereof in writing; but the omission to so notify the indemnifying party (i) will not
relieve it from any 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
paragraphs (a) and (b) above. The indemnifying party shall be entitled to appoint counsel
(including local counsel) 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 local counsel) 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 (based on
the advice of counsel to the indemnified person); (ii) such action includes both the indemnified
party and the indemnifying party and the indemnified party shall have reasonably concluded (based
on the advice of counsel to the indemnified person) 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 reasonably
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. It is
understood and agreed that the indemnifying person shall not, in connection with any proceeding or
separate but related or substantially similar proceedings in the same jurisdiction arising out of
the same general allegations or circumstances, be liable for the reasonable fees and expenses of
more than one separate firm (in addition to any local counsel) representing the indemnified parties
under paragraph (a) or paragraph (b) of this Section 7, as the case may be, who are parties to such
action or actions. Any such separate firm for any Participants shall be designated in writing by
Participants who sold a
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majority in interest of the Registrable Securities and
Exchange Securities sold by all such Participants in the case of paragraph (a) of this Section
7 or the Company Issuers in the case of paragraph (b) of this Section 7. In the event that any
Participants are indemnified persons collectively entitled, in connection with a proceeding or
separate but related or substantially similar proceedings in a single jurisdiction, to the payment
of fees and expenses of a single separate firm under this Section 7(c), and any such Participants
cannot agree to a mutually acceptable separate firm to act as counsel thereto, then such separate
firm for all such Indemnified Persons shall be designated in writing by Participants who sold a
majority in interest of the Registrable Securities and Exchange Securities sold by all such
Participants. 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 and does not include any statement as to, or any admission of, fault, culpability or
failure to act by or on behalf of any indemnified party. All fees and expenses reimbursed pursuant
to this paragraph (c) shall be reimbursed as they are incurred.
(d) After notice from the indemnifying party to such indemnified party of its election so to
assume the defense thereof and approval by such indemnified party of counsel appointed to defend
such action, the indemnifying party will not be liable to such indemnified party under this Section
7 for any legal or other expenses, other than reasonable costs of investigation, subsequently
incurred by such indemnified party in connection with the defense thereof, unless (i) the
indemnified party shall have employed separate counsel in accordance with the third sentence of
paragraph (c) of this Section 7 or (ii) the indemnifying party has authorized in writing the
employment of counsel for the indemnified party at the expense of the indemnifying party. After
such notice from the indemnifying party to such indemnified party, the indemnifying party will not
be liable for the costs and expenses of any settlement of such action effected by such indemnified
party without the prior written consent of the indemnifying party (which consent shall not be
unreasonably withheld), unless such indemnified party waived in writing its rights under this
Section 7, in which case the indemnified party may effect such a settlement without such consent.
(e) In circumstances in which the indemnity agreement provided for in the preceding paragraphs
of this Section 7 is unavailable to, or insufficient to hold harmless, an indemnified party in
respect of any losses, claims, damages or liabilities (or actions in respect thereof) (other than
by virtue of the failure of an indemnified party to notify the indemnifying party of its right to
indemnification pursuant to paragraph (a) or (b) of this Section 7, where such failure materially
prejudices the indemnifying party (through the forfeiture of substantial rights or defenses)), each
indemnifying party, in order to provide for just and equitable contribution, shall contribute to
the amount paid or payable by such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect (i) the
relative benefits received by the indemnifying party or parties on the one hand and the indemnified
party on the other from the offering of the Securities or (ii) if the allocation provided by the
foregoing clause (i) is not permitted by applicable law, not only such relative benefits but also
the relative fault of the indemnifying party or parties on the one hand and the indemnified party
on the other in connection with the statements or omissions or alleged statements or omissions that
resulted in such losses, claims, damages or liabilities (or actions in respect thereof). The
relative benefits received by the Company Issuers and the Guarantors on the one hand and such
Participant on the other shall be
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deemed to be in the same proportion that the total net proceeds from the offering (before
deducting expenses) of the Securities received by the Company Issuers bear to the total discounts
and commissions received by such Participant in connection with the sale of the Securities (or if
such Participant did not receive discounts or commissions, the value or receiving the Securities).
The relative fault of the parties shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Company Issuers on the one hand, or
the Participants on the other, the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission or alleged statement or omission, and
any other equitable considerations appropriate in the circumstances. The parties agree that it
would not be equitable if the amount of such contribution were determined by pro rata or per capita
allocation or by any other method of allocation that does not take into account the equitable
considerations referred to in the first sentence of this paragraph (e). Notwithstanding any other
provision of this paragraph (e), no Participant shall be obligated to make contributions hereunder
that in the aggregate exceed the total discounts, commissions and other compensation or net
proceeds on the sale of Securities received by such Participant in connection with the sale of the
Securities, less the aggregate amount of any damages that such Participant has otherwise been
required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged
omissions to state a material fact, and 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 paragraph (d), each person,
if any, who controls a Participant within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act shall have the same rights to contribution as the Participants, and each director of
the Company Issuers and the Guarantors, each officer of the Company Issuers and the Guarantors and
each person, if any, who controls the Company Issuers and the Guarantors within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act, shall have the same rights to contribution
as the Company Issuers.
8. Rule 144A
The Company Issuers covenant and agree that they will use commercially reasonable efforts to
file the reports required to be filed by them under the Securities Act and the Exchange Act and the
rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the
requirements of the Securities Act and the Exchange Act and, if at any time the Company Issuers are
not required to file such reports, the Company Issuers will, upon the request of any Holder or
beneficial owner of Registrable Securities, make available such information necessary to permit
sales pursuant to Rule 144A. The Company Issuers further covenant and agree, for so long as any
Registrable Securities remain outstanding that they will take such further action as any Holder of
Registrable Securities may reasonably request, all to the extent required from time to time to
enable such holder to sell Registrable Securities without registration under the Securities Act
within the limitation of the exemptions provided by Rule 144A unless the Company Issuers are then
subject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy the
information requirements of Rule 144A then in effect.
9. Underwritten Registrations
The Company Issuers shall not be required to assist in an underwritten offering unless
requested by the Holders of a majority in aggregate principal amount of the Registrable
Securities. If any of the Registrable Securities covered by any Shelf Registration are to be sold
in an underwritten offering,
the investment banker or investment bankers and manager or managers that will manage the
offering will be selected by the Holders of a majority in aggregate principal amount of such
Registrable Securities included in such offering and shall be reasonably acceptable to the Company
Issuers.
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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.
10. Miscellaneous
(a) No Inconsistent Agreements. The Company Issuers have not as of the date hereof,
and the Company Issuers shall not, after the date of this Agreement, enter into any agreement with
respect to any of their securities that is inconsistent with the rights granted to the Holders of
Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. The
rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent
with the rights granted to the holders of the Company Issuers other issued and outstanding
securities under any such agreements. The Company Issuers will not enter into any other agreement
with respect to any of its securities which will grant to any Person piggy-back registration rights
with respect to any Registration Statement.
(b) Amendments and Waivers. The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof may not
be given, otherwise than with the prior written consent of (I) the Company Issuers, and (II) (A)
the Holders of not less than a majority in aggregate principal amount of the then outstanding
Registrable Securities and (B) in circumstances that would adversely affect the Participating
Broker-Dealers, the Participating Broker-Dealers holding not less than a majority in aggregate
principal amount of the Exchange Notes held by all Participating Broker-Dealers; provided,
however, that Section 7 and this Section 10(b) may not be amended, modified or supplemented
without the prior written consent of each Holder and each Participating Broker-Dealer (including
any person who was a Holder or Participating Broker-Dealer of Registrable Securities or Exchange
Securities, as the case may be, disposed of pursuant to any Registration Statement) affected by any
such amendment, modification or supplement. Notwithstanding the foregoing, a waiver or consent to
depart from the provisions hereof with respect to a matter that relates exclusively to the rights
of Holders of Registrable Securities whose securities are being sold pursuant to a Registration
Statement and that does not directly or indirectly affect, impair, limit or compromise the rights
of other Holders of Registrable Securities may be given by Holders of at least a majority in
aggregate principal amount of the Registrable Securities being sold pursuant to such Registration
Statement.
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(c) Notices. All notices and other communications (including, without limitation, any
notices or other communications to the Trustee) provided for or permitted hereunder shall be made
in writing by hand-delivery, registered first-class mail, next-day air courier or facsimile:
(i) if to a Holder of the Registrable Securities, or any Participating Broker-Dealer,
at the most current address of such Holder, or Participating Broker-Dealer, as the case may
be, set forth on the records of the registrar under the Indenture, with a copy in like
manner to the Initial Purchasers at the address or addresses set forth in the Purchase
Agreement;
| with a copy to: | |||
| Xxxxxx Xxxxxx & Xxxxxxx llp 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile No.: (000) 000-0000 Attention: Xxxx X. Xxxxxxxxx, Esq. Xxxxxxx X. Xxxxxxxx, Esq. |
|||
| (ii) | if to the Initial Purchasers, at the address specified in Section 10(c)(i); | ||
| (iii) | if to the Company Issuers, at the address as follows: | ||
| Associated Materials, LLC 0000 Xxxxx Xxxx Xxxxxxxx Xxxxx, Xxxx 00000 Facsimile No.: (000) 000-0000 Attention: Chief Financial Officer |
|||
| with a copy to: | |||
| Xxxxxxx Xxxxxxx & Xxxxxxxx LLP 0000 Xxxxxxx Xxxxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Facsimile No.: (000) 000-0000 Attention: Xxxxxxx X. Xxxxxxxx, Esq. |
All such notices and communications shall be deemed to have been duly given: when delivered
by hand, if personally delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; one Business Day after being timely delivered to a next-day air courier; and
upon written confirmation, if sent by facsimile.
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 and in the manner specified in such
Indenture.
(d) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties hereto, the Holders and the
Participating Broker-Dealers; provided, however, that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable Securities in
violation of the terms of the Purchase Agreement or the Indenture.
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(e) 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.
(f) Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.
(g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN
THE STATE OF NEW YORK. EACH OF THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.
(h) Severability. If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their commercially best efforts to find and employ an alternative means to achieve
the same or substantially the same result as that contemplated by such term, provision, covenant or
restriction. It is hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions without including
any of such that may be hereafter declared invalid, illegal, void or unenforceable.
(i) Notes Held by the Company Issuers or their Affiliates. Whenever the consent or
approval of Holders of a specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company Issuers or their affiliates (as such term is defined in
Rule 405 under the Securities Act) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.
(j) Third-Party Beneficiaries. Holders of Registrable Securities and Participating
Broker-Dealers are intended third-party beneficiaries of this Agreement, and this Agreement may be
enforced by such Persons.
(k) Entire Agreement. This Agreement (and solely as regards payment of Additional
Interest, the Indenture) is intended by the parties as a final and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject matter contained herein
and therein and any and all prior oral or written agreements, representations, or warranties,
contracts, understandings, correspondence, conversations and memoranda between the Holders and
Initial Purchasers on the one hand and the Company Issuers on the other, or between or among any
agents, representatives, parents, subsidiaries, affiliates, predecessors in interest or successors
in interest with respect to the subject matter hereof and thereof are merged herein and replaced
hereby.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.
| The Company Issuers: XXXXX ACQUISITION CORP. |
||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | President, Treasurer and Secretary | |||
| XXXXX NEW FINANCE, INC. |
||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | President, Treasurer and Secretary | |||
| ASSOCIATED MATERIALS, LLC |
||||
| By: | /s/ Xxxxxxx Xxxxxx | |||
| Name: | Xxxxxxx Xxxxxx | |||
| Title: | Vice President, Chief Financial Officer | |||
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
[Signature Page to Registration Rights Agreement]
| The Guarantors GENTEK HOLDINGS, LLC |
||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President — Chief Financial Officer, Treasurer and Secretary | |||
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
[Signature Page to Registration Rights Agreement]
| The Guarantors GENTEK BUILDING PRODUCTS, INC. |
||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President — Chief Financial Officer, Treasurer and Secretary | |||
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
[Signature Page to Registration Rights Agreement]
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
confirmed and accepted as of the
date first above written.
DEUTSCHE BANK SECURITIES INC.
For itself and as Representatives of the other
several Initial Purchasers named in Schedule I
to the Purchase Agreement.
several Initial Purchasers named in Schedule I
to the Purchase Agreement.
| By: | /s/ Xxxxx Xxxx | ||
| Name: | Xxxxx Xxxx | ||
| Title: | Director | ||
| By: | /s/ Xxxxx Xxxxx | ||
| Name: | Xxxxx Xxxxx | ||
| Title: | Managing Director | ||
[Signature Page to Registration Rights Agreement]
UBS SECURITIES LLC
For itself and as Representatives of the other
several Initial Purchasers named in Schedule I
to the Purchase Agreement.
several Initial Purchasers named in Schedule I
to the Purchase Agreement.
| By: | /s/ Xxxxx Chomyonk | ||
| Name: | Xxxxx Chomyonk | ||
| Title: | Director | ||
| By: | /s/ Xxxx Xxxxx | ||
| Name: | Xxxx Xxxxx | ||
| Title: | Director | ||
[Signature Page to Registration Rights Agreement]
