Common Contracts

36 similar null contracts by iHeartCommunications, Inc., Hertz Global Holdings Inc, Johnsondiversey Holdings Inc, others

unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors Exchange and Registration Rights Agreement
iHeartCommunications, Inc. • February 7th, 2017 • Radio broadcasting stations • New York

iHeartCommunications, Inc., a Texas corporation (the “Company”), has made an offer (the “Offer”) to exchange any and all of the Company’s outstanding 10.0% senior notes due 2018 (the “Old Notes”) validly tendered and not validly withdrawn in the Offer for the Company’s newly issued 11.25% priority guarantee notes due 2021 (the “Notes”) to be issued pursuant to the terms of the Indenture. The Company and the Guarantors agree with the Dealer Manager for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

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Tri-State Generation and Transmission Association, Inc. First Mortgage Bonds, Series 2016A Exchange and Registration Rights Agreement
Tri-State Generation & Transmission Association, Inc. • May 23rd, 2016 • Electric services • New York

Tri-State Generation and Transmission Association, Inc., a Colorado wholesale electric power generation and transmission cooperative corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $250,000,000 in aggregate principal amount of its 4.25% First Mortgage Bonds, Series 2016A. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

iHeartCommunications, Inc. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors Exchange and Registration Rights Agreement
iHeartCommunications, Inc. • February 26th, 2015 • Radio broadcasting stations • New York

iHeartCommunications, Inc., a Texas corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $950,000,000 in aggregate principal amount of its 10.625% Priority Guarantee Notes due 2023. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

iHeartCommunications, Inc. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors Exchange and Registration Rights Agreement
iHeartCommunications, Inc. • September 29th, 2014 • Radio broadcasting stations • New York

iHeartCommunications, Inc. (formerly known as Clear Channel Communications, Inc.), a Texas corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $250,000,000 in aggregate principal amount of its 9.0% Priority Guarantee Notes due 2022. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

Exchange and Registration Rights Agreement
Allegion PLC • October 15th, 2013 • Services-detective, guard & armored car services • New York

Allegion US Holding Company Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $300,000,000 in aggregate principal amount of its 5.75% Senior Notes due 2021 (the “Securities”), which are unconditionally guaranteed by Allegion public limited company (“Parent”), which, upon the completion of the Separation (as defined in the Purchase Agreement), will become the parent company of the Company and each of the other guarantors listed on Schedule II to the Purchase Agreement (together with Parent, the “Guarantors”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

INGERSOLL-RAND GLOBAL HOLDING COMPANY LIMITED $[ ] [__]% Senior Notes due [ ] unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors party hereto Exchange and Registration Rights Agreement June 20, 2013
Ingersoll-Rand PLC • June 26th, 2013 • Auto controls for regulating residential & comml environments • New York

Ingersoll-Rand Global Holding Company Limited, a Bermuda company (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $[ ] in aggregate principal amount of its [__]% Senior Notes due [ ] (the “Notes”), which are unconditionally guaranteed by Ingersoll-Rand public limited company (“IR Ireland”), an Irish public limited company and the ultimate parent of the Company, Ingersoll-Rand Company Limited (“IR Limited”), a Bermuda company and a wholly-owned subsidiary of IR Ireland, and Ingersoll-Rand International Holding Limited (“IR International” and together with IR Ireland and IR Limited, the “Guarantors”), a Bermuda company and a wholly-owned subsidiary of IR Ireland. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benef

The ADT Corporation Exchange and Registration Rights Agreement January 14, 2013
ADT Corp • January 14th, 2013 • Services-detective, guard & armored car services • New York

The ADT Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $700,000,000 principal amount of its 4.125% Senior Notes due 2023 (the “Securities”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

Dycom Investments, Inc. unconditionally guaranteed as to the payment of principal, premium, if any, interest and special interest, if any, by Dycom Industries, Inc. and the Guarantors named herein Exchange and Registration Rights Agreement
Dycom Industries Inc • December 12th, 2012 • Water, sewer, pipeline, comm & power line construction • New York

Dycom Investments, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $90,000,000 in aggregate principal amount of its 7.125% Senior Subordinated Notes due 2021, which are unconditionally guaranteed on a senior subordinated basis by Dycom Industries, Inc., a Florida Corporation (the “Parent”) and each of the other guarantors party to this Agreement (together with the Parent, the “Guarantors”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

Clear Channel Worldwide Holdings, Inc. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors Exchange and Registration Rights Agreement
Clear Channel Outdoor Holdings, Inc. • November 19th, 2012 • Services-advertising • New York

Clear Channel Worldwide Holdings, Inc., a Nevada corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $735,750,000 in aggregate principal amount of its 6.50% Series A Senior Notes due 2022. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

Global Brass and Copper, Inc. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors Exchange and Registration Rights Agreement June 1, 2012
Global Brass & Copper Holdings, Inc. • September 18th, 2012 • Rolling drawing & extruding of nonferrous metals • New York

Global Brass and Copper, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $375 million in aggregate principal amount of its 9.500% Senior Secured Notes due 2019, which are unconditionally guaranteed by the guarantors named in Schedule II to the Purchase Agreement (the “Guarantors”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

Hologic, Inc. $1,000,000,000 6.25% Senior Notes due 2020 guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors party hereto Exchange and Registration Rights Agreement August 1, 2012
Hologic Inc • August 1st, 2012 • X-ray apparatus & tubes & related irradiation apparatus • New York

Hologic, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $1,000,000,000 in aggregate principal amount of its 6.25% Senior Notes due 2020, which are jointly and severally, fully and unconditionally, guaranteed by the Guarantors party hereto. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

Exchange and Registration Rights Agreement
Coca Cola Co • August 8th, 2011 • Beverages • New York

The Coca-Cola Company, a Delaware corporation (the “Company”), proposes to issue (i) upon the terms set forth in the Purchase Agreement (as defined herein) $1,000,000,000 in aggregate principal amount of its 1.80% Notes due 2016 and $1,000,000,000 in aggregate principal amount of its 3.30% Notes due 2021, and (ii) upon the terms set forth in the Dealer Manager Agreement (as defined herein) up to $1,000,000,000 in aggregate principal amount of its 1.80% Notes due 2016 and up to $1,000,000,000 in aggregate principal amount of its 3.30% Notes due 2021. As an inducement to the Purchasers (as defined herein) to enter into the Purchase Agreement and in satisfaction of a condition to the Purchasers thereunder, and to the Dealer Managers (as defined herein) to enter into the Dealer Manager Agreement and in satisfaction of a condition to the obligations of the Dealer Managers thereunder, the Company agrees with the Purchasers and the Dealer Managers for the benefit of holders (as defined herein

WireCo WorldGroup Inc. guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors named herein Exchange and Registration Rights Agreement
1295728 Alberta ULC • June 15th, 2011 • New York

WireCo WorldGroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $150,000,000 in aggregate principal amount of its 9.5% Senior Notes due 2017, which are guaranteed by the guarantors party to the Purchase Agreement, (each a “Guarantor,” and collectively, the “Guarantors”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

Exopack Holding Corp. 10% Senior Notes due 2018 unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors (as defined herein) Exchange and Registration Rights Agreement May 31, 2011
Exopack Holding Corp • June 6th, 2011 • Converted paper & paperboard prods (no contaners/boxes) • New York

Exopack Holding Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers named in Schedule I to the Purchase Agreement (as defined herein) (the “Purchasers”) for whom Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives (“you” or the “Representatives”) upon the terms set forth in the Purchase Agreement, $235,000,000 in aggregate principal amount of its 10% Senior Notes due 2018, which are unconditionally guaranteed by the Guarantors (as defined herein).

The Hertz Corporation $500,000,000 6.75% Senior Notes due 2019 Exchange and Registration Rights Agreement
Hertz Entertainment Services Corp • March 23rd, 2011 • Services-auto rental & leasing (no drivers) • New York

The Hertz Corporation, a Delaware corporation (the “Company”), proposes to issue and sell upon the terms set forth in the Purchase Agreement (as defined herein) to the initial purchasers named in Schedule I to the Purchase Agreement (collectively, the “Initial Purchasers”) for whom J.P. Morgan Securities LLC (the “Representative”) is acting as representative, an aggregate of $500 million principal amount of the Company’s 6.75% Senior Notes due 2019 (the “Notes”). The Notes will be issued as additional notes under the Indenture (as defined herein) governing the Company’s existing 6.75% Senior Notes due 2019 issued on February 8, 2011 (the “February 6.75% Senior Notes”) and will be fungible with and will be consolidated and form a single series with the Company’s February 6.75% Senior Notes. The Notes will be guaranteed (the “Guarantees”) at the Closing Date (as defined below) on a senior unsecured basis by each domestic subsidiary of the Company named in Schedule II to the Purchase Agre

The Hertz Corporation $500,000,000 7.375% Senior Notes due 2021 Exchange and Registration Rights Agreement
Hertz Global Holdings Inc • February 25th, 2011 • Services-auto rental & leasing (no drivers) • New York

The Hertz Corporation, a Delaware corporation (the “Company”), proposes to issue and sell upon the terms set forth in the Purchase Agreement (as defined herein) to the initial purchasers named in Schedule I to the Purchase Agreement (collectively, the “Initial Purchasers”) for whom J.P. Morgan Securities LLC (the “Representative”) is acting as representative, an aggregate of $500 million principal amount of the Company’s 7.375% Senior Notes due 2021 (the “Notes”). The Notes will be guaranteed (the “Guarantees”) at the Closing Date (as defined below) on a senior unsecured basis by each domestic subsidiary of the Company named in Schedule II to the Purchase Agreement (the “Guarantors”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Company agrees with the Initial Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Sec

The Hertz Corporation $500,000,000 6.75% Senior Notes due 2019 Exchange and Registration Rights Agreement
Hertz Global Holdings Inc • February 25th, 2011 • Services-auto rental & leasing (no drivers) • New York

The Hertz Corporation, a Delaware corporation (the “Company”), proposes to issue and sell upon the terms set forth in the Purchase Agreement (as defined herein) to the initial purchasers named in Schedule I to the Purchase Agreement (collectively, the “Initial Purchasers”) for whom Barclays Capital Inc. (the “Representative”) is acting as representative, an aggregate of $500 million principal amount of the Company’s 6.75% Senior Notes due 2019 (the “Notes”). The Notes will be guaranteed (the “Guarantees”) at the Closing Date (as defined below) on a senior unsecured basis by each domestic subsidiary of the Company named in Schedule II to the Purchase Agreement (the “Guarantors”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Company agrees with the Initial Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securitie

Venoco, Inc. 87/8% Senior Notes due 2019 unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the entities listed on Schedule 1
Venoco, Inc. • February 16th, 2011 • Crude petroleum & natural gas • New York

Venoco, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $500,000,000 in aggregate principal amount of its 87/8% Senior Notes due 2019, which are unconditionally guaranteed by the entities listed on Schedule 1 hereto (the “Guarantors”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

Global Crossing Limited 9% Senior Notes Due 2019 Exchange and Registration Rights Agreement November 16, 2010
Global Crossing LTD • November 16th, 2010 • Telephone communications (no radiotelephone) • New York

Global Crossing Limited, an exempted company with limited liability formed under the laws of Bermuda (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $150.0 million in aggregate principal amount of its 9% Senior Notes due 2019, which are unconditionally guaranteed by the Guarantors (as defined herein). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

Greektown Superholdings, Inc. $280,167,000 Series A 13% Senior Secured Notes due June 30, 2015 $104,833,000 Series B 13% Senior Secured Notes June 30, 2015 unconditionally guaranteed as to the payment of principal, interest and special interest, if...
Greektown Superholdings, Inc. • July 2nd, 2010 • Services-miscellaneous amusement & recreation • New York

Greektown Superholdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchaser (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $280,167,000 in aggregate principal amount of its Series A 13% Senior Secured Notes due June 30, 2015 and $104,833,000 in aggregate principal amount of its Series B 13% Senior Secured Notes due June 30, 2015, which are unconditionally guaranteed by each of the Guarantors (as defined herein). As an inducement to the Purchaser to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchaser thereunder, the Company and the Guarantors agree with the Purchaser for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

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Exchange and Registration Rights Agreement
Mountaineer Park Inc • January 12th, 2010 • Services-miscellaneous amusement & recreation • New York

MTR Gaming Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Initial Purchaser (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $10,000,000 in aggregate principal amount of its 12.625% Senior Secured Notes due 2014, which are irrevocably and unconditionally guaranteed by each of the subsidiary guarantors listed on the signature page of this Agreement (the “Guarantors”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchaser thereunder, the Company and the Guarantors agree with the Initial Purchaser for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

MTR Gaming Group, Inc.
Mountaineer Park Inc • January 12th, 2010 • Services-miscellaneous amusement & recreation • New York

MTR Gaming Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Initial Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $250,000,000 in aggregate principal amount of its 12.625% Senior Secured Notes due 2014, which are irrevocably and unconditionally guaranteed by each of the subsidiary guarantors listed on the signature page of this Agreement (the “Guarantors”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Company and the Guarantors agree with the Initial Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

JohnsonDiversey, Inc. $400,000,000 8.25% Senior Notes due 2019 Exchange and Registration Rights Agreement
Johnsondiversey Holdings Inc • December 1st, 2009 • Soap, detergents, cleang preparations, perfumes, cosmetics • New York

JohnsonDiversey, Inc., a Delaware corporation (the “Company”), proposes to issue and sell upon the terms set forth in the Purchase Agreement (as defined herein) to the purchasers named in Schedule I to the Purchase Agreement (the “Purchasers”) for whom the addressees listed above (the “Representatives”) are acting as representatives, an aggregate of $400,000,000 8.25% Senior Notes due 2019 of the Company (the “Notes”), which are unconditionally guaranteed by certain of the Company’s direct and indirect wholly-owned domestic subsidiaries (each, a “Guarantor,” and, collectively, the “Guarantors”). The Company, the Guarantors and Wilmington Trust FSB, as Trustee (the “Trustee”), will enter into an Indenture, to be dated as of November 24, 2009 (the “Indenture”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defi

JohnsonDiversey Holdings, Inc. $250,000,000 10.50% Senior Notes due 2020 Exchange and Registration Rights Agreement
Johnsondiversey Holdings Inc • December 1st, 2009 • Soap, detergents, cleang preparations, perfumes, cosmetics • New York

JohnsonDiversey Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell upon the terms set forth in the Purchase Agreement (as defined herein) to Goldman, Sachs & Co., Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated, as initial purchasers (the “Purchasers”), an aggregate of $250,000,000 10.50% Senior Notes due 2020 of the Company (the “Notes”). The Company and Wilmington Trust FSB, as Trustee (the “Trustee”), will enter into an Indenture, to be dated as of November 24, 2009 (the “Indenture”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

Stream Global Services, Inc. fully and unconditionally guaranteed as to the payment of principal, premium, if any, interest and special interest, if any, by the Guarantors listed on the signature pages hereto Exchange and Registration Rights Agreement
Stream Global Services, Inc. • October 5th, 2009 • Services-help supply services • New York

Stream Global Services, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $200,000,000 in aggregate principal amount of its 11.25% Senior Secured Notes due 2014, which are fully and unconditionally guaranteed by the Guarantors (as defined herein). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

NewPage Corporation 10% Senior Secured Notes due 2012 unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors named on Schedule I hereto
NewPage CORP • December 28th, 2007 • Paper mills • New York

NewPage Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $456.0 million in aggregate principal amount of its 10% Senior Secured Notes due 2012 specified above, which are unconditionally guaranteed by the Guarantors (as defined herein). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

Exchange and Registration Rights Agreement
Fti Consulting Inc • October 10th, 2006 • Services-management consulting services • New York

FTI Consulting, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the Initial Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $215,000,000 in aggregate principal amount of its 7 3/4% Senior Notes due 2016, which are unconditionally guaranteed by the Guarantors (as defined herein). As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Company and the Guarantors agree with the Initial Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

Brookstone Company, Inc. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors named on Schedule I hereto Exchange and Registration Rights Agreement October 4, 2005
Advanced Audio Concepts, LTD • May 3rd, 2006 • Retail-retail stores, nec • New York

Brookstone Company, Inc., a New Hampshire corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 12.00% Second Lien Senior Secured Notes due 2012, which are unconditionally guaranteed by the Guarantors (as defined herein). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

CDRV Acquisition Corporation 8% Senior Subordinated Notes due 2014 Exchange and Registration Rights Agreement
VWR International, Inc. • February 27th, 2006 • Wholesale-medical, dental & hospital equipment & supplies • New York

CDRV Acquisition Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 8% Senior Subordinated Notes due 2014. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

Hornbeck Offshore Services, Inc. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by Energy Services Puerto Rico, LLC Hornbeck Offshore Services, LLC Hornbeck Offshore Transportation, LLC Hornbeck Offshore...
Hornbeck Offshore Services Inc /La • October 7th, 2005 • Deep sea foreign transportation of freight • New York

Hornbeck Offshore Services, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $75,000,000 aggregate principal amount of the Company’s 6.125% Senior Notes due 2014, which are unconditionally guaranteed by Energy Services Puerto Rico, LLC, Hornbeck Offshore Services, LLC, Hornbeck Offshore Transportation, LLC, Hornbeck Offshore Operators, LLC, HOS-IV, LLC and Hornbeck Offshore Trinidad & Tobago, LLC. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company (as defined herein) and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

Exchange and Registration Rights Agreement
Sovereign Bancorp Inc • September 1st, 2005 • Savings institution, federally chartered • New York

Goldman, Sachs & Co., As representatives of the several Purchasers named in Schedule I to the Purchase Agreement c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004

CDRV Acquisition Corporation 8% Senior Subordinated Notes due 2014 Exchange and Registration Rights Agreement
VWR International, Inc. • August 30th, 2004 • New York

CDRV Acquisition Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 8% Senior Subordinated Notes due 2014. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

Evergreen Resources, Inc. $200,000,000 Principal Amount of 5.875% Senior Subordinated Notes due March 15, 2012
Evergreen Resources Inc • June 4th, 2004 • Crude petroleum & natural gas • New York

Goldman, Sachs & Co., As representative of the several Purchasers named in Schedule I to the Purchase Agreement 85 Broad Street New York, New York 10004

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