Common Contracts

48 similar Registration Rights Agreement contracts by Vantage Drilling CO, Acadia Healthcare Company, Inc., Forbes Energy Services Ltd., others

ENOVA INTERNATIONAL, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 31st, 2014 • Enova International, Inc. • Personal credit institutions • New York

Enova International, Inc., a Delaware corporation (the “Company”), is issuing and selling to Jefferies LLC (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement dated May 23, 2014, by and among the Company, the Initial Purchaser and the subsidiary guarantors named therein (the “Purchase Agreement”), $500,000,000 aggregate principal amount of 9.75% Senior Notes due 2021 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company and the subsidiary guarantors listed in the signature pages hereto agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 9th, 2014 • SAExploration Holdings, Inc. • Oil & gas field exploration services • New York

SAExploration Holdings, Inc., a Delaware corporation (the “Company”), is issuing and selling to Jefferies LLC (the “Initial Purchaser”) upon the terms set forth in the Purchase Agreement dated June 25, 2014, by and among the Company, the Initial Purchaser and the subsidiary guarantors named therein (the “Purchase Agreement”), $150,000,000 aggregate principal amount of 10% Senior Secured Notes due 2019 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company and the subsidiary guarantors listed in the signature pages hereto agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:

Acadia Healthcare Company, Inc.
Registration Rights Agreement • July 2nd, 2014 • Acadia Healthcare Company, Inc. • Services-specialty outpatient facilities, nec • New York

Acadia Healthcare Company, Inc., a Delaware corporation (the “Company”), is issuing and selling to Merrill Lynch, Pierce, Fenner & Smith Incorporated, Jefferies LLC and the other several initial purchasers (the “Initial Purchasers”) named in Schedule I of the Purchase Agreement dated June 17, 2014 (the “Purchase Agreement”), by and among the Company, the guarantors named therein and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Jefferies LLC, as representatives (the “Representatives”) of the several Initial Purchasers, upon the terms set forth in the Purchase Agreement, $300,000,000 aggregate principal amount of 5.125% Senior Notes due 2022 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as fo

250,000,000 7.375% Second-Priority Senior Secured Notes due 2019 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 20th, 2014 • Lmi Aerospace Inc • Aircraft parts & auxiliary equipment, nec • New York
ENOVA INTERNATIONAL, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 30th, 2014 • Cash America International Inc • Retail-miscellaneous retail • New York

Enova International, Inc., a Delaware corporation (the “Company”), is issuing and selling to Jefferies LLC (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement dated May 23, 2014, by and among the Company, the Initial Purchaser and the subsidiary guarantors named therein (the “Purchase Agreement”), $500,000,000 aggregate principal amount of 9.75% Senior Notes due 2021 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company and the subsidiary guarantors listed in the signature pages hereto agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:

FORM OF REGISTRATION RIGHTS AGREEMENT iGATE CORPORATION $325,000,000 4.750% of Senior Notes due 2019 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 7th, 2014 • Igate Corp • Services-computer programming services • New York

iGATE Corporation, a Pennsylvania corporation (the “Company”) is issuing and selling to the several initial purchasers listed in Schedule I hereto, acting severally and not jointly (the “Initial Purchasers”), for whom RBC Capital Markets, LLC is acting as the representative (the “Representative”), upon the terms set forth in the Purchase Agreement dated March 19, 2014 (the “Purchase Agreement”), by and among the Company, and iGATE Technologies, Inc., a Pennsylvania corporation (“iTI”), iGATE Inc., a Pennsylvania corporation (“iGI”) and iGATE Holding Corporation, a Delaware corporation (“Holding” and collectively with iTI and iGI, the “Guarantors”), $325,000,000 aggregate principal amount of 4.750% Senior Notes due 2019 issued by the Company (each, a “Note” and collectively, the “Notes”) and guaranteed by the Guarantors. As an inducement to the Representative to enter into the Purchase Agreement, the Company and the Guarantors agree with the Representative, for the benefit of the Holder

BioScrip, Inc.
Registration Rights Agreement • February 11th, 2014 • BioScrip, Inc. • Retail-drug stores and proprietary stores • New York

BioScrip, Inc., a Delaware corporation (the “Company”), is issuing and selling to Jefferies LLC, SunTrust Robinson Humphrey, Inc. and Morgan Stanley & Co. LLC (the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement dated February 6, 2014 (the “Purchase Agreement”), by and among the Company, the guarantors named therein and Jefferies LLC, as representative (the “Representative”) of the several Initial Purchasers, $200,000,000 aggregate principal amount of 8.875% Senior Notes due 2021 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:

SALIX PHARMACEUTICALS, LTD. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 27th, 2013 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • New York

Salix Pharmaceuticals, Ltd., a Delaware corporation (the “Company”) is issuing and selling to the several initial purchasers listed in Schedule I hereto (the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement dated December 12, 2013, by and among the Company, the Initial Purchasers and the subsidiary guarantors named therein (the “Purchase Agreement”), $750,000,000 in aggregate principal amount of 6.00% Senior Notes due 2021 issued by the Company (each, a “Note” and collectively, the “Notes,” and including in all cases any Note Guarantee (as defined in the Indenture) related thereto). As promptly as practicable after the consummation of the Merger, each of the Subsidiary Guarantors (as defined below) will execute and deliver to the Representative (as defined below) a joinder to this Agreement in the form attached as Exhibit A hereto (the “Joinder”), pursuant to which the Subsidiary Guarantors will accede to the terms of this Agreement and become parties hereto.

GOODMAN NETWORKS INCORPORATED $100,000,000 12.125% Senior Secured Notes due 2018 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 24th, 2013 • Multiband Field Services Inc • Telephone communications (no radiotelephone) • New York

GNET Escrow Corp., a Texas corporation (the “Stage I Issuer”) and a wholly owned subsidiary of Goodman Networks Incorporated, a Texas corporation (“Goodman” or the “Company”), is issuing and selling to Jefferies LLC (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement dated May 30, 2013, by and among the Stage I Issuer, the Company and the Initial Purchaser (the “Purchase Agreement”) (which, upon consummation of the Acquisition will have been duly and validly authorized by Multiband and its domestic subsidiaries), $100,000,000 aggregate principal amount of the Stage I Issuer’s 12.125% Senior Secured Notes due 2018 (each, a “Stage I Note” and collectively, the “Stage I Notes”).

GETCO Financing Escrow LLC REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 1st, 2013 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • New York

GETCO Financing Escrow LLC, a Delaware limited liability company (the “Company”) is issuing and selling to the several initial purchasers listed in Schedule I hereto (the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement dated May 21, 2013 (the “Purchase Agreement”), by and among the Company, GETCO Holding Company, LLC (“GETCO”) and Jefferies LLC, as representative of the Initial Purchasers (the “Representative”), $305,000,000 aggregate principal amount of 8.250% Senior Secured Notes due 2018 issued by the Company (each, a “Note” and collectively, the “Notes”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 9th, 2013 • American Apparel, Inc • Blank checks • New York

This Registration Rights Agreement (the “Agreement”), dated as of April 4, 2013, by and among American Apparel, Inc., a Delaware corporation (the “Company”), the Guarantors party hereto (the “Guarantors”) and Cowen and Company, LLC and Sea Port Group Securities, LLC, as representatives (collectively, the “Representatives”) of the initial purchasers listed on Schedule I hereto (the “Initial Purchasers”).

GOODMAN NETWORKS INCORPORATED $225,000,000 12.125% Senior Secured Notes due 2018 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 14th, 2013 • Goodman Networks Inc • New York

Goodman Networks Incorporated, a Texas corporation (the “Company”), is issuing and selling to the initial purchasers listed in Schedule I hereto (the “Initial Purchasers”), for whom Jefferies & Company, Inc. is acting as representative (the “Representative”), upon the terms set forth in the Purchase Agreement dated June 16, 2011, by and between the Company and the Representative on behalf of the Initial Purchasers (the “Purchase Agreement”), $225,000,000 aggregate principal amount of 12.125% Senior Secured Notes due 2018 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors (as defined below), if any, agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:

HECKMANN CORPORATION REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 7th, 2012 • Heckmann Corp • Oil & gas field services, nec • New York

Rough Rider Escrow Inc., a Delaware corporation (the “Stage I Issuer”) and a wholly-owned unrestricted subsidiary of Heckmann Corporation (“Heckmann” or the “Company”), is issuing and selling to the initial purchasers listed in Schedule I hereto (the “Initial Purchasers”), for whom Jefferies & Company, Inc., Wells Fargo Securities, LLC and Credit Suisse Securities (USA) LLC are acting as representatives (the “Representatives”), upon the terms set forth in the Purchase Agreement, dated October 26, 2012, by and among the Stage I Issuer, the Company, the guarantors named therein and the Initial Purchasers (the “Purchase Agreement”) (which, upon consummation of the Merger, will have been duly and validly authorized by each of Acquisition Co. and its domestic subsidiaries), $150,000,000 in aggregate principal amount of its 9.875% Senior Notes due 2018 (each, a “Stage I Note” and collectively, the “Stage I Notes”).

OFFSHORE GROUP INVESTMENT LIMITED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 29th, 2012 • Vantage Drilling CO • Drilling oil & gas wells • New York

Offshore Group Investment Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), is issuing and selling to the several initial purchasers listed in Schedule I hereto (the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement dated October 16, 2012, by and among the Company, the Guarantors named therein and the Initial Purchasers (the “Purchase Agreement”), $1,150,000,000 aggregate principal amount of 7.5% Senior Secured First Lien Notes due 2019 (the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors listed in the signature pages hereto agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:

HECKMANN CORPORATION REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 13th, 2012 • Heckmann Corp • Oil & gas field services, nec • New York

HECKMANN CORPORATION, a Delaware corporation (the “Company”) is issuing and selling to Jefferies & Company, Inc., Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC (the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement dated April 4, 2012, by and among the Company, the Initial Purchasers and the guarantors named therein (the “Purchase Agreement”), $250,000,000 aggregate principal amount of 9.875% Senior Notes due 2018 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the guarantors listed in the signature pages hereto agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:

OFFSHORE GROUP INVESTMENT LIMITED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 11th, 2012 • Vantage Drilling CO • Drilling oil & gas wells • New York

Offshore Group Investment Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), is issuing and selling to the several initial purchasers listed in Schedule I hereto (the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement dated April 2, 2012, by and among the Company, the Guarantors named therein and the Initial Purchasers (the “Purchase Agreement”), $775,000,000 aggregate principal amount of 11 1/2% Senior Secured First Lien Notes due 2015 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors listed in the signature pages hereto agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:

THERMADYNE HOLDINGS CORPORATION 9% Senior Secured Notes due 2017 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 6th, 2012 • Thermadyne Holdings Corp /De • Machine tools, metal cutting types • New York

Thermadyne Holdings Corporation, a Delaware corporation (the “Company”), is issuing and selling to Jefferies & Company, Inc. and RBC Capital Markets, LLC (the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement, dated March 1, 2012, by and among the Company, the guarantors party thereto and the Initial Purchasers (the “Purchase Agreement”), $100,000,000 in aggregate principal amount of 9% Senior Secured Notes due 2017 issued by the Company (the “Notes”) pursuant to the Indenture (as described below). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors listed in the signature pages hereto agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:

Acadia Healthcare Company, Inc. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 1st, 2011 • Acadia Healthcare Company, Inc. • Services-specialty outpatient facilities, nec • New York

Acadia Healthcare Company, Inc., a Delaware corporation (the “Company”), is issuing and selling to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement dated October 27, 2011, by and among the Company, the Initial Purchaser and the guarantors named therein (the “Purchase Agreement”), $150,000,000 aggregate principal amount of 12.875% Senior Notes due 2018 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company and the Guarantors agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:

FORBES ENERGY SERVICES LTD. $280,000,000 aggregate principal amount of 9% Senior Notes due 2019 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 17th, 2011 • Forbes Energy Services Ltd. • Oil & gas field services, nec • New York

Forbes Energy Services Ltd., a Bermuda corporation (the “Company”), is issuing and selling to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement dated May 24, 2011, by and among the Company, the Initial Purchaser and the subsidiary guarantors named therein (the “Purchase Agreement”), $280,000,000 aggregate principal amount of 9% Senior Notes due 2019 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company and the subsidiary guarantors listed in the signature pages hereto agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:

FORBES ENERGY SERVICES LTD. $280,000,000 aggregate principal amount of 9% Senior Notes due 2019 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 13th, 2011 • Forbes Energy Services Ltd. • Oil & gas field services, nec • New York

Forbes Energy Services Ltd., a Bermuda corporation (the “Company”), is issuing and selling to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement dated May 24, 2011, by and among the Company, the Initial Purchaser and the subsidiary guarantors named therein (the “Purchase Agreement”), $280,000,000 aggregate principal amount of 9% Senior Notes due 2019 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company and the subsidiary guarantors listed in the signature pages hereto agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:

SATÉLITES MEXICANOS, S.A. DE C.V. $325,000,000 of 9.50% Senior Secured Notes due 2017 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 10th, 2011 • Satelites Mexicanos Sa De Cv • Radiotelephone communications • New York

Satmex Escrow, S.A. de C.V. (“Escrow Issuer”), a newly-formed sociedad anónima de capital variable organized under the laws of the United Mexican States (“Mexico”) and a wholly-owned subsidiary of Satélites Mexicanos, S.A. de C.V. (“Satmex”), a sociedad anónima de capital variable organized under the laws of Mexico is issuing and selling to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement dated May 2, 2011, by and among the Escrow Issuer, Satmex, the Initial Purchaser and the subsidiary guarantors named therein (the “Purchase Agreement”), $325,000,000 aggregate principal amount of 9.50% Senior Secured Notes due 2017 issued by Escrow Issuer (each, a “Note” and collectively, the “Notes”). For purposes of this Agreement, prior to the Assumption (as defined in the Indenture), the term “Company” refers to the Escrow Issuer. After the consummation of the Assumption, the term “Company” refers to Satmex. As an inducement to the Initial Pur

OFFSHORE GROUP INVESTMENT LIMITED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 2nd, 2011 • Vantage Drilling CO • Drilling oil & gas wells • New York

Offshore Group Investment Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), is issuing and selling to the several initial purchasers listed in Schedule I hereto (the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement dated May 20, 2011, by and among the Company, the Guarantors named therein and the Initial Purchasers (the “Purchase Agreement”), $225,000,000 aggregate principal amount of 11 1/2% Senior Secured First Lien Notes due 2015 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company, the Guarantors listed in the signature pages hereto agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:

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iGATE CORPORATION $770,000,000 9% Senior Notes due 2016 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 5th, 2011 • Igate Corp • Services-computer programming services • New York

iGATE Corporation, a Pennsylvania corporation (the “Company”) is issuing and selling to the several initial purchasers listed in Schedule I hereto, acting severally and not jointly (the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement dated April 14, 2011 (the “Purchase Agreement”), by and among the Company, the Initial Purchasers and iGATE Technologies, Inc. (the “Guarantor”), $770,000,000 aggregate principal amount of 9% Senior Notes due 2016 issued by the Company (each, a “Note” and collectively, the “Notes”) and guaranteed by the Guarantor. As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantor agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 15th, 2011 • Bankrate, Inc. • New York

Bankrate, Inc., a Florida corporation (the “Company”) is issuing and selling to Jefferies & Company, Inc. and RBC Capital Markets Corporation (the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement dated June 29, 2010, by and among the Company, the Initial Purchasers and the guarantors named therein (the “Purchase Agreement”), $300,000,000 in aggregate principal amount of 11 3/4% Senior Secured Notes due 2015 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the guarantors listed in the signature pages hereto agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:

Affinity Group, Inc. $333,000,000 11.50% of Senior Secured Notes due 2016 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 4th, 2011 • Affinity Guest Services, LLC • Services-amusement & recreation services • New York

AFFINITY GROUP, INC., a Delaware corporation (the “Company”) is issuing and selling to the several initial purchasers listed in Schedule I hereto (the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement dated November 15, 2010, by and among the Company, the Initial Purchasers and the guarantors named therein (the “Purchase Agreement”), $333,000,000 aggregate principal amount of 11.50% Senior Secured Notes due 2016 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the guarantors listed in the signature pages hereto agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:

ONCURE HOLDINGS, INC.
Registration Rights Agreement • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine • New York

ONCURE HOLDINGS, INC., a Delaware corporation (the “Company”), is issuing and selling to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement dated May 6, 2010, by and among the Company, the Initial Purchaser and the guarantors named therein (the “Purchase Agreement”), $210,000,000 aggregate principal amount of 11.750% Senior Secured Notes due 2017 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company and the Guarantors listed in the signature pages hereto agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:

AVENTINE RENEWABLE ENERGY HOLDINGS, INC. 13% SENIOR SECURED NOTES DUE 2015 REGISTRATION RIGHTS AGREEMENT August 19, 2010
Registration Rights Agreement • September 10th, 2010 • Aventine Renewable Energy Holdings Inc • Industrial organic chemicals • New York

Aventine Renewable Energy Holdings, Inc., a Delaware corporation (the “Company”), is issuing and selling to the Holders (as defined below) listed on Annex I, upon the terms set forth in the Company’s August 2010 Confidential Information Memorandum, the Second Backstop Commitment Agreement dated August 2, 2010, by and among the Company, its subsidiaries and the parties listed on Annex II (each a “Backstop Purchaser” and collectively, the “Backstop Purchasers”) (the “Second Backstop Commitment Agreement”), and the Subscription Agreements between the initial Holders of the Notes, on the one hand, and the Company, on the other (the “Subscription Agreements”), $50,000,000 aggregate principal amount of 13% Senior Secured Notes due 2015 (each, together with the related guarantees, a “Note” and collectively, the “Notes”). As an inducement to the Backstop Purchasers to enter into the Second Backstop Commitment Agreement, and as an inducement to the Holders to enter into the Subscription Agreeme

AVENTINE RENEWABLE ENERGY HOLDINGS, INC. 13% SENIOR SECURED NOTES DUE 2015 REGISTRATION RIGHTS AGREEMENT August 19, 2010
Registration Rights Agreement • September 10th, 2010 • Nebraska Energy, L.L.C. • Industrial organic chemicals • New York

Aventine Renewable Energy Holdings, Inc., a Delaware corporation (the “Company”), is issuing and selling to the Holders (as defined below) listed on Annex I, upon the terms set forth in the Company’s August 2010 Confidential Information Memorandum, the Second Backstop Commitment Agreement dated August 2, 2010, by and among the Company, its subsidiaries and the parties listed on Annex II (each a “Backstop Purchaser” and collectively, the “Backstop Purchasers”) (the “Second Backstop Commitment Agreement”), and the Subscription Agreements between the initial Holders of the Notes, on the one hand, and the Company, on the other (the “Subscription Agreements”), $50,000,000 aggregate principal amount of 13% Senior Secured Notes due 2015 (each, together with the related guarantees, a “Note” and collectively, the “Notes”). As an inducement to the Backstop Purchasers to enter into the Second Backstop Commitment Agreement, and as an inducement to the Holders to enter into the Subscription Agreeme

Thermon Industries, Inc. $210,000,000 Aggregate Principal Amount of 9.50% Senior Secured Notes due 2017 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 18th, 2010 • Thermon Holding Corp. • New York

Thermon Finance, Inc., a Texas corporation (the “Thermon Finance”), is issuing and selling to the several initial purchasers listed in Schedule I hereto (the “Initial Purchasers”) upon the terms set forth in the Purchase Agreement dated April 23, 2010, by and between Thermon Finance and the Initial Purchasers (the “Purchase Agreement”), $210,000,000 aggregate principal amount of 9.50% Senior Secured Notes due 2017 (each, a “Note” and collectively, the “Notes”). Thermon Finance is issuing the Notes in connection with the acquisition of Thermon Holding Corp., a Delaware corporation, by Thermon Group, Inc., a Delaware corporation and the sole stockholder of Thermon Finance. In connection therewith, Thermon Finance is being merged with and into Thermon Industries, Inc. (the “Company”), a Texas corporation and a wholly owned subsidiary of Thermon Holding Corp., with the Company being the surviving corporation in such merger and becoming the obligor of the Notes by operation of law and pursu

LANDRY’S RESTAURANTS, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 10th, 2010 • Landrys Restaurants Inc • Retail-eating places • New York

Landry’s Restaurants, Inc., a Delaware corporation (the “Company”), is issuing and selling to the initial purchaser (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement, dated April 23, 2010, by and among the Company, the Initial Purchaser and the guarantors named therein (the “Purchase Agreement”), $47,00,000 aggregate principal amount of 11 5/8% Senior Secured Notes due 2015 issued by the Company (each, together with the related guarantees, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company and the Guarantors (as defined below) agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:

LANDRY’S RESTAURANTS, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 12th, 2010 • Brenner's on the Bayou, Inc. • Retail-eating places • New York

Landry’s Restaurants, Inc., a Delaware corporation (the “Company”), is issuing and selling to the several initial purchasers party hereto (collectively, the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement, dated November 17, 2009, by and among the Company, the Initial Purchasers and the guarantors named therein (the “Purchase Agreement”), $406,500,000 aggregate principal amount of 11 5/8% Senior Secured Notes due 2015 issued by the Company (each, together with the related guarantees, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors (as defined below) agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:

ALTRA HOLDINGS, INC. 81/8% Senior Secured Notes due 2016 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 2nd, 2010 • TB Wood's INC • General industrial machinery & equipment, nec • New York

Altra Holdings, Inc., a Delaware corporation (the “Company”), is issuing and selling to Jefferies & Company, Inc. and the other initial purchasers listed on Schedule I to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement, dated November 16, 2009, by and among the Company, the Initial Purchasers and the guarantors named therein (the “Purchase Agreement”), $210,000,000 aggregate principal amount of 81/8% Senior Secured Notes due 2016 issued by the Company (each, together with the related guarantees, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors (as defined below) agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:

LANDRY’S RESTAURANTS, INC. 14% Senior Secured Notes due 2011 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 17th, 2009 • Landrys Restaurants Inc • Retail-eating places • New York

Landry’s Restaurants, Inc., a Delaware corporation (the “Company”), is issuing and selling to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement, dated February 4, 2009, by and among the Company, the Initial Purchaser and the guarantors named therein (the “Purchase Agreement”), $295,500,000 aggregate principal amount of 14% Senior Secured Notes due 2011 issued by the Company (each, together with the related guarantees, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company and the Guarantors (as defined below) agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:

BASELINE OIL & GAS CORP. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 5th, 2007 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • New York

Baseline Oil & Gas Corp., a Nevada corporation (the “Company”), is issuing and selling to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement, dated September 17, 2007, by and among the Company and the Initial Purchaser (the “Purchase Agreement”), $115,000,000 aggregate principal amount of 12 1/2 % Senior Secured Notes due 2012 issued by the Company (each, together with the related guarantees, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company agrees with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:

CLAYMONT STEEL, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 11th, 2007 • CitiSteel PA, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York

Claymont Steel, Inc., a Delaware corporation (the “Company”), is issuing and selling to Jefferies & Company, Inc. and CIBC World Markets Corp. (the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement, dated February 5, 2007, by and among the Company, the Initial Purchasers and CitiSteel PA, Inc., a Pennsylvania corporation (the “Purchase Agreement”), $105,000,000 aggregate principal amount of 8.875% Senior Notes due 2015 issued by the Company (each, together with the related guarantees, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and CitiSteel PA, Inc. agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:

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