exv4w2






Exhibit 4.2




REGISTRATION RIGHTS AGREEMENT




by and among




Airgas, Inc.,

the Guarantors party hereto




and




Banc of America Securities LLC

Goldman, Sachs & Co.

JPMorgan Securities Inc.

BNY Mellon Capital Markets, LLC

BB&T Capital Markets, a division of Scott & Stringfellow, Inc.

Barclays Capital Inc.

Wachovia Capital Markets, LLC

Mitsubishi UFJ Securities International plc

Calyon Securities (USA) Inc.

PNC Capital Markets LLC

Scotia Capital USA Inc.

Mizuho Securities USA Inc.

NatCity Investments, Inc.

Daiwa Securities America Inc.

SunTrust Robinson Humphrey, Inc.

Greenwich Capital Markets, Inc.




Dated as of June 10, 2008




 









 





REGISTRATION RIGHTS AGREEMENT




     This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 10,
2008, by and among Airgas, Inc., a Delaware corporation (the “Company”), the guarantors listed on
Schedule I hereto (collectively, the “Guarantors”), and the several initial purchasers listed on
Schedule II hereto (collectively, the “Initial Purchasers”), each of whom has agreed to purchase
the Company’s 7.125% Senior Subordinated Notes due 2018 (the “Notes”), which are fully and
unconditionally guaranteed by the Guarantors (the “Guarantees”), pursuant to the Purchase Agreement
(as defined below). The Notes and the Guarantees attached thereto are herein collectively referred
to as the “Securities.”



     This Agreement is made pursuant to the Purchase Agreement, dated June 5, 2008 (the “Purchase
Agreement”), among the Company, the Guarantors and the Initial Purchasers (i) for the benefit of
the Initial Purchasers and (ii) for the benefit of the holders from time to time of Transfer
Restricted Securities, including the Initial Purchasers. In order to induce the Initial Purchasers
to purchase the Securities, the Company has agreed to provide the registration rights set forth in
this Agreement. The execution and delivery of this Agreement is a condition to the obligations of
the Initial Purchasers set forth in Section 5(j) of the Purchase Agreement.



     The parties hereby agree as follows:




     SECTION
1. Definitions. As used in this Agreement, the following capitalized terms
shall have the following meanings:



     Additional Interest: As defined in Section 5 hereof.



     Advice: As defined in Section 6(c) hereof.



     Broker-Dealer: Any broker or dealer registered under the Exchange Act.



     Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which
banking institutions or trust companies located in New York, New York are authorized or obligated
to be closed.



     Closing Date: The date of this Agreement.



     Commission: The Securities and Exchange Commission.



     Company: As defined in the preamble hereto.



     Consummate: A registered Exchange Offer shall be deemed “Consummated” for purposes of this
Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the
Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the
Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the
keeping of the Exchange Offer open for a period not less than the minimum period required pursuant
to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture
of Exchange Securities in the same aggregate principal amount as the



 









 







aggregate principal amount of Transfer Restricted Securities that were tendered by Holders
thereof pursuant to the Exchange Offer.



     Exchange Act: The Securities Exchange Act of 1934, as amended.



     Exchange Date: As defined in Section 3(a) hereto.



     Exchange Offer: The registration by the Company under the Securities Act of the Exchange
Securities pursuant to a Registration Statement pursuant to which the Company offers the Holders of
all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding
Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate
principal amount equal to the aggregate principal amount of the Transfer Restricted Securities
tendered in such exchange offer by such Holders.



     Exchange
Offer Registration Statement: The Registration Statement relating to the Exchange
Offer, including the related Prospectus.



     Exchange Securities: The 7.125 % Senior Subordinated Notes due 2018, of the same series under
the Indenture as the Notes and the Guarantees attached thereto, to be issued to Holders in exchange
for Transfer Restricted Securities pursuant to this Agreement.



     FINRA: Financial Industry Regulatory Authority, Inc.



     Freely Tradable: Means, with respect to a Security, a Security that at any time of
determination (i) may be sold to the public in accordance with Rule 144 under the Securities Act
(“Rule 144”) by a person that is not an “affiliate” (as defined in Rule 144 under the Securities
Act) of the Company where no conditions of Rule 144 are then applicable (other than the holding
period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement
is satisfied at such time of determination) and (ii) does not bear any restrictive legends relating
to the Securities Act.



     Guarantees: As defined in the preamble hereto.



     Guarantors: As defined in the preamble hereto.



     Holder: As defined in Section 2(b) hereof.



     Indemnified Holder: As defined in Section 8(a) hereof.



     Indenture: The Indenture, dated as of June 10, 2008, by and among the Company, the Guarantors
and The Bank of New York, as trustee (the “Trustee”), pursuant to which the Securities are to be
issued, as such Indenture is amended or supplemented from time to time in accordance with the terms
thereof.



     Initial Purchasers: As defined in the preamble hereto.



     Initial Placement: The issuance and sale by the Company of the Securities to the Initial
Purchasers pursuant to the Purchase Agreement.



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     Notes: As defined in the preamble hereto.



     Person: An individual, partnership, corporation, trust or unincorporated organization, or a
government or agency or political subdivision thereof.



     Prospectus: The prospectus included in a Registration Statement, as amended or supplemented
by any prospectus supplement and by all other amendments thereto, including post-effective
amendments, and all material incorporated by reference into such Prospectus.



     Registration Default: As defined in Section 5 hereof.



     Registration Statement: Any registration statement of the Company relating to (a) an offering
of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer
Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the
provisions of this Agreement, in each case, including the Prospectus included therein, all
amendments and supplements thereto (including post-effective amendments) and all exhibits and
material incorporated by reference therein.



     Securities: As defined in the preamble hereto.



     Securities Act: The Securities Act of 1933, as amended.



     Shelf Filing Deadline: As defined in Section 4(a) hereof.



     Shelf Registration Statement: As defined in Section 4(a) hereof.



     Transfer Restricted Securities: The Securities; provided that the Securities shall cease to
be Transfer Restricted Securities on the earliest to occur of (i) the date on which a Registration
Statement with respect to such Securities has become effective under the Securities Act and such
Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) the
date on which such Securities cease to be outstanding or (iii) the date on which such Securities
are Freely Tradable.



     Trust Indenture Act: The Trust Indenture Act of 1939, as amended.



     Underwritten Registration or Underwritten Offering: A registration in which securities of the
Company are sold to an underwriter for reoffering to the public.




SECTION
2. Securities Subject to this Agreement.



     (a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement
are the Transfer Restricted Securities.



     (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer
Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.



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SECTION
3. Registered Exchange Offer.



     (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission
policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there
are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i)
cause to be filed with the Commission, a Registration Statement under the Securities Act relating
to the Exchange Securities and the Exchange Offer, (ii) use its reasonable best efforts to cause
such Registration Statement to become effective, (iii) in connection with the foregoing, file (A)
all pre-effective amendments to such Registration Statement as may be necessary in order to cause
such Registration Statement to become effective, (B) if applicable, a post-effective amendment to
such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all
necessary filings in connection with the registration and qualification of the Exchange Securities
to be made under the state securities or blue sky laws of such jurisdictions as are necessary to
permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration
Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use its
reasonable best efforts to Consummate the Exchange Offer not later than 365 days following the
Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day) (the
“Exchange Date”); provided, however, that (x) the Company and the Guarantors shall not be required
to Consummate such Exchange Offer if all of the Securities are Freely Tradable on or before the
Exchange Date and (y) if the Company believes in good faith that the Securities will be Freely
Tradable by the Exchange Date, then it shall not be obligated to file the Registration Statement
referred to in clause (i) above prior to the Exchange Date. The Exchange Offer, if required
pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the
Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit
resales of Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c)
hereof.



     (b) If an Exchange Offer Registration Statement is required to be filed and declared effective
pursuant to Section 3(a) above, the Company and the Guarantors shall cause the Exchange Offer
Registration Statement to be effective continuously and shall keep the Exchange Offer open for a
period of not less than the minimum period required under applicable federal and state securities
laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be
less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders.
The Company shall cause the Exchange Offer to comply with all applicable federal and state
securities laws. No securities other than the Exchange Securities shall be included in the
Exchange Offer Registration Statement. The Company shall use its reasonable best efforts to cause
the Exchange Offer to be Consummated by the Exchange Date; provided, however, that the Company and
the Guarantors shall not be required to Consummate the Exchange Offer if all of the Securities are
Freely Tradable on or before the Exchange Date.



     (c) The Company shall indicate in a “Plan of Distribution” section contained in the Prospectus
forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds
Transfer Restricted Securities that were acquired for its own account as a result of market-making
activities or other trading activities (other than Transfer Restricted Securities acquired directly
from the Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer;
however, such Broker-Dealer may be deemed to be an “underwriter”



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within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the
requirements of the Securities Act in connection with any resales of the Exchange Securities
received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be
satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer
Registration Statement. Such “Plan of Distribution” section shall also contain all other
information with respect to such resales by Broker-Dealers that the Commission may require in order
to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such
Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such
Broker-Dealer except to the extent required by the Commission as a result of a change in policy
after the date of this Agreement.



     Each of the Company and the Guarantors shall use its reasonable best efforts to keep the
Exchange Offer Registration Statement continuously effective, supplemented and amended as required
by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for
resales of Transfer Restricted Securities acquired by Broker-Dealers for their own accounts as a
result of market-making activities or other trading activities, and to ensure that it conforms with
the requirements of this Agreement, the Securities Act and the policies, rules and regulations of
the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days
from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the
date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with
market-making or other trading activities.



     The Company shall provide sufficient copies of the latest version of such Prospectus to
Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in the
foregoing sentence) period in order to facilitate such resales.



     Notwithstanding anything in this Section 3 to the contrary, (x) the requirements to Consummate
the Exchange Offer shall terminate at such time as all the Securities are Freely Tradable and (y)
if the Company believes in good faith that the Securities will be Freely Tradable on or prior to
the Exchange Date, then it shall not be obligated to file the Registration Statement referred to in
Section 3(a) above prior to the Exchange Date.




SECTION
4. Shelf Registration.



     (a) Shelf Registration. If (i) the Company is not required to file an Exchange Offer
Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer is not
permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)
hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated by the
Exchange Date and the Securities are not all Freely Tradable prior to such time, or (iii) prior to
the Exchange Date: (A) the Initial Purchasers request from the Company with respect to Transfer
Restricted Securities not eligible to be exchanged for Exchange Securities in the Exchange Offer,
(B) with respect to any Holder of Transfer Restricted Securities such Holder notifies the Company
that (i) such Holder is prohibited by applicable law or Commission policy from participating in the
Exchange Offer, (ii) such Holder may not resell the Exchange Securities acquired by it in the
Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in
the Exchange Offer Registration Statement is not appropriate or available for such resales by such
Holder, or (iii) such Holder is a Broker-Dealer and holds Transfer



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Restricted Securities acquired directly from the Company or one of its affiliates or (C) in
the case of any Initial Purchaser, such Initial Purchaser notifies the Company it will not receive
Freely Tradable Exchange Securities in exchange for Transfer Restricted Securities constituting any
portion of such Initial Purchaser’s unsold allotment, the Company and the Guarantors shall




     (x) cause to be filed a shelf registration statement pursuant to Rule 415 under the
Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in
either event, the “Shelf Registration Statement”) as promptly as practicable after the date
such obligation arises but no earlier than the 365th day after the Closing Date (or if such
365th day is not a Business Day, the next succeeding Business Day) (such date being the
“Shelf Filing Deadline”), which Shelf Registration Statement shall provide for resales of
all Transfer Restricted Securities the Holders of which shall have provided the information
required pursuant to Section 4(b) hereof; and




     (y) use their reasonable best efforts to cause such Shelf Registration Statement to be
declared effective by the Commission on or before the 30th day after the Shelf Filing
Deadline (or if such 30th day is not a Business Day, the next succeeding Business Day).



     Each of the Company and the Guarantors shall use its reasonable best efforts to keep such
Shelf Registration Statement continuously effective, supplemented and amended as required by the
provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available
for resales of Transfer Restricted Securities by the Holders of such Securities entitled to the
benefit of this Section 4(a), and to ensure that it conforms with the requirements of this
Agreement, the Securities Act and the policies, rules and regulations of the Commission as
announced from time to time, from the date on which the Shelf Registration Statement is declared
effective by the Commission until the earlier of the first anniversary of the effective date of the
Shelf Registration Statement and the date all Transfer Restricted Securities covered by the Shelf
Registration Statement have either been sold as contemplated in the Shelf Registration Statement or
become Freely Tradable. Notwithstanding anything to the contrary, the requirements to file a Shelf
Registration Statement and to have such Shelf Registration Statement become effective and remain
effective shall terminate at such time as all of the Securities are Freely Tradable.



     (b) Provision by Holders of Certain Information in Connection with the Shelf Registration
Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted
Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such
Holder furnishes to the Company in writing, within 20 Business Days after receipt of a request
therefor, such information as the Company may reasonably request for use in connection with any
Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder
as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the
Company all information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.



     SECTION
5. Additional Interest. If any of the Securities are not Freely Tradable Securities
by the date that is 30 days following the Exchange Date and either (i) the Exchange Offer has not
been Consummated by such date, (ii) any Shelf Registration Statement, if required hereby, has not
been declared effective by the Commission by such date or (iii) any Registration



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Statement required by this Agreement has been declared effective but ceases to be effective at
any time at which it is required to be effective under this Agreement (each such event referred to
in clauses (i) through (iii), a “Registration Default”), the Company hereby agrees that the
interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum
during the 90-day period immediately following the occurrence of any Registration Default and shall
increase by 0.25% per annum at the end of each subsequent 90-day period (such increase, “Additional
Interest”), but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) the
cure of all Registration Defaults relating to the particular Transfer Restricted Securities or
(ii) the particular Transfer Restricted Securities having become Freely Tradable, the interest rate
borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate
borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction
in interest rate due to the cure of a Registration Default, a different Registration Default
occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be
increased pursuant to the foregoing provisions.



     All obligations of the Company and the Guarantors set forth in the preceding paragraph that
are outstanding with respect to any Transfer Restricted Security at the time such security ceases
to be a Transfer Restricted Security shall survive until such time as all such obligations with
respect to such security shall have been satisfied in full.




SECTION
6. Registration Procedures.



     (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, if required
pursuant to Section 3(a) hereof, the Company and the Guarantors shall comply with all of the
provisions of Section 6(c) hereof, shall use their reasonable best efforts to effect such exchange
to permit the sale of Transfer Restricted Securities being sold in accordance with the intended
method or methods of distribution thereof, and shall comply with all of the following provisions:




     (i) If in the reasonable opinion of counsel to the Company there is a question as to
whether the Exchange Offer is permitted by applicable law, each of the Company and the
Guarantors hereby agrees to seek a no-action letter or other favorable decision from the
Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such
Transfer Restricted Securities. Each of the Company and the Guarantors hereby agrees to
pursue the issuance of such a decision to the Commission staff level but shall not be
required to take commercially unreasonable action to effect a change of Commission policy.
Each of the Company and the Guarantors hereby agrees, however, to (A) participate in
telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis
prepared by counsel to the Company setting forth the legal bases, if any, upon which such
counsel has concluded that such an Exchange Offer should be permitted and (C) diligently
pursue a favorable resolution by the Commission staff of such submission.




     (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of
this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the
request of the Company, prior to the Consummation thereof, a written representation to the
Company (which may be contained in the letter of transmittal contemplated by the



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Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of
the Company, (B) it is not engaged in, and does not intend to engage in, and has no
arrangement or understanding with any Person to participate in, a distribution of the
Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange
Securities in its ordinary course of business. In addition, all such Holders of Transfer
Restricted Securities shall otherwise cooperate in the Company’s preparations for the
Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any
such Holder using the Exchange Offer to participate in a distribution of the securities to
be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the
date of this Agreement rely on the position of the Commission enunciated in Morgan
Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings
Corporation (available May 13, 1988), as interpreted in the Commission’s letter to
Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any
no-action letter obtained pursuant to clause (i) above), and (2) must comply with the
registration and prospectus delivery requirements of the Securities Act in connection with a
secondary resale transaction and that such a secondary resale transaction should be covered
by an effective registration statement containing the selling security holder information
required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange
Securities obtained by such Holder in exchange for Transfer Restricted Securities acquired
by such Holder directly from the Company.



     (b) Shelf Registration Statement. If required pursuant to Section 4, in connection with the
Shelf Registration Statement, each of the Company and the Guarantors shall comply with all the
provisions of Section 6(c) hereof and shall use its reasonable best efforts to effect such
registration to permit the sale of the Transfer Restricted Securities being sold in accordance with
the intended method or methods of distribution thereof, and pursuant thereto each of the Company
and the Guarantors will as expeditiously as possible prepare and file with the Commission a
Registration Statement relating to the registration on any appropriate form under the Securities
Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance
with the intended method or methods of distribution thereof.



     (c) General Provisions. In connection with any Registration Statement and any Prospectus
required by this Agreement to permit the sale or resale of Transfer Restricted Securities
(including, without limitation, any Registration Statement and the related Prospectus required to
permit resales of Transfer Restricted Securities by Broker-Dealers), each of the Company and the
Guarantors shall:




     (i) use its reasonable best efforts to keep such Registration Statement continuously
effective and provide all requisite financial statements (including, if required by the
Securities Act or any regulation thereunder, financial statements of the Guarantors for the
period specified in Section 3 or 4 hereof, as applicable; upon the occurrence of any event
that would cause any such Registration Statement or the Prospectus contained therein (A) to
contain a material misstatement or omission or (B) not to be effective and usable for resale
of Transfer Restricted Securities during the period required by this Agreement, the Company
shall file promptly an appropriate amendment to such Registration Statement, in the case of
clause (A), correcting any such misstatement or omission,



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and, in the case of either clause (A) or (B), use its best efforts to cause such
amendment to be declared effective and such Registration Statement and the related
Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter;




     (ii) prepare and file with the Commission such amendments and post-effective amendments
to the applicable Registration Statement as may be necessary to keep the Registration
Statement effective for the applicable period set forth in Section 3 or 4 hereof, as
applicable, or such shorter period as will terminate when all Transfer Restricted Securities
covered by such Registration Statement have been sold or are Freely Tradable; cause the
Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented
to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the
applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and
comply with the provisions of the Securities Act with respect to the disposition of all
securities covered by such Registration Statement during the applicable period in accordance
with the intended method or methods of distribution by the sellers thereof set forth in such
Registration Statement or supplement to the Prospectus;




     (iii) advise the underwriter(s), if any, and selling Holders promptly and, if requested
by such Persons, to confirm such advice in writing, (A) when the Prospectus or any
Prospectus supplement or post-effective amendment has been filed, and, with respect to any
Registration Statement or any post-effective amendment thereto, when the same has become
effective, (B) of any request by the Commission for amendments to the Registration Statement
or amendments or supplements to the Prospectus or for additional information relating
thereto, (C) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement under the Securities Act or of the suspension by
any state securities commission of the qualification of the Transfer Restricted Securities
for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the
preceding purposes, (D) of the existence of any fact or the happening of any event that
makes any statement of a material fact made in the Registration Statement, the Prospectus,
any amendment or supplement thereto, or any document incorporated by reference therein
untrue, or that requires the making of any additions to or changes in the Registration
Statement or the Prospectus in order to make the statements therein not misleading. If at
any time the Commission shall issue any stop order suspending the effectiveness of the
Registration Statement, or any state securities commission or other regulatory authority
shall issue an order suspending the qualification or exemption from qualification of the
Transfer Restricted Securities under state securities or blue sky laws, each of the Company
and the Guarantors shall use its best efforts to obtain the withdrawal or lifting of such
order at the earliest possible time;




     (iv) furnish without charge to each of the Initial Purchasers, each selling Holder
named in any Registration Statement (upon such Holder’s written request), and each of the
underwriter(s), if any, before filing with the Commission, copies of any Registration
Statement or any Prospectus included therein or any amendments or supplements to any such
Registration Statement or Prospectus (including all documents incorporated by reference
after the initial filing of such Registration Statement), which documents will be subject to the review and comment of such Holders and underwriter(s) in
connection with



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 such sale, if any, for a period of at least five Business Days, and the
Company will not file any such Registration Statement or Prospectus or any amendment or
supplement to any such Registration Statement or Prospectus (including all such documents
incorporated by reference) to which an Initial Purchaser of Transfer Restricted Securities
covered by such Registration Statement or the underwriter(s), if any, shall reasonably
object in writing within five Business Days after the receipt thereof (such objection to be
deemed timely made upon confirmation of telecopy transmission within such period). The
objection of an Initial Purchaser or underwriter, if any, shall be deemed to be reasonable
if such Registration Statement, amendment, Prospectus or supplement, as applicable, as
proposed to be filed, contains a material misstatement or omission;




     (v) promptly prior to the filing of any document that is to be incorporated by
reference into a Registration Statement or Prospectus, provide copies of such document to
the Initial Purchasers, each selling Holder named in any Registration Statement (upon such
Holder’s written request), and to the underwriter(s), if any, make the Company’s and the
Guarantors’ representatives available for discussion of such document and other customary
due diligence matters, and include such information in such document prior to the filing
thereof as such selling Holders or underwriter(s), if any, reasonably may request;




     (vi) if the registration is an Underwritten Registration, make available at reasonable
times for inspection by the Initial Purchasers, the managing underwriter(s), if any,
participating in any disposition pursuant to such Registration Statement and one attorney or
accountant retained by such Initial Purchasers or any of the underwriter(s), all financial
and other records, pertinent corporate documents and properties of each of the Company and
the Guarantors and cause the Company’s and the Guarantors’ officers, directors and employees
to supply all information reasonably requested by any such Holder, underwriter, attorney or
accountant in connection with such Registration Statement or any post-effective amendment
thereto subsequent to the filing thereof and prior to its effectiveness and to participate
in meetings with investors to the extent requested by the managing underwriter(s), if any;




     (vii) if the registration is an Underwritten Registration, if requested by any selling
Holders or the underwriter(s), if any, promptly incorporate in any Registration Statement or
Prospectus, pursuant to a supplement or post-effective amendment if necessary, such
information as such selling Holders and underwriter(s), if any, may reasonably request to
have included therein, including, without limitation, information relating to the “Plan of
Distribution” of the Transfer Restricted Securities, information with respect to the
principal amount of Transfer Restricted Securities being sold to such underwriter(s), the
purchase price being paid therefor and any other terms of the offering of the Transfer
Restricted Securities to be sold in such offering; and make all required filings of such
Prospectus supplement or post-effective amendment as soon as practicable after the Company
is notified of the matters to be incorporated in such Prospectus supplement or
post-effective amendment;



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     (viii) cause the Transfer Restricted Securities covered by the Registration Statement
to be rated with the appropriate rating agencies, if so requested by the Holders of a
majority in aggregate principal amount of Securities covered thereby or the underwriter(s),
if any;




     (ix) furnish to each Initial Purchaser, each selling Holder (upon such Holder’s written
request) and each of the underwriter(s), if any, without charge, at least one copy of the
Registration Statement, as first filed with the Commission, and of each amendment thereto,
including financial statements and schedules, all documents incorporated by reference
therein and all exhibits (including exhibits incorporated therein by reference);




     (x) deliver to each selling Holder and each of the underwriter(s), if any, without
charge, as many copies of the Prospectus (including each preliminary prospectus) and any
amendment or supplement thereto as such Persons reasonably may request; each of the Company
and the Guarantors hereby consents to the use of the Prospectus and any amendment or
supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in
connection with the offering and the sale of the Transfer Restricted Securities covered by
the Prospectus or any amendment or supplement thereto;




     (xi) if the registration is an Underwritten Registration, enter into such agreements
(including an underwriting agreement), and make such representations and warranties, and
take all such other actions in connection therewith in order to expedite or facilitate the
disposition of the Transfer Restricted Securities pursuant to any Registration Statement
contemplated by this Agreement, all to such extent as may be reasonably requested by any
Initial Purchaser or by any Holder of Transfer Restricted Securities or underwriter in
connection with any sale or resale pursuant to any Registration Statement contemplated by
this Agreement; and




     (A) furnish to each Initial Purchaser, each selling Holder and each
underwriter, if any, in such substance and scope as they may request and as are
customarily made by issuers to underwriters in primary underwritten offerings, upon
the date of the Consummation of the Exchange Offer or, if applicable, the
effectiveness of the Shelf Registration Statement:




     (1) a certificate, dated the date of Consummation of the Exchange Offer
or the date of effectiveness of the Shelf Registration Statement, as the
case may be, signed by (y) the President or any Vice President and (z) a
principal financial or accounting officer of each of the Company and the
Guarantors, confirming, as of the date thereof, the matters set forth in
Section 5(k) of the Purchase Agreement and such other matters as such
parties may reasonably request;




     (2) an opinion, dated the date of Consummation of the Exchange Offer or
the date of effectiveness of the Shelf Registration Statement, as the case
may be, of counsel for the Company and the Guarantors, covering the matters
set forth in Sections 5(b), 5(c) and 5(d) of the Purchase Agreement and such
other matters as such parties may reasonably



-11-









 







request, and in any event including a statement to the effect that such
counsel has participated in conferences with officers and other
representatives of the Company and the Guarantors, representatives of the
independent public accountants for the Company and the Guarantors,
representatives of the underwriter(s), if any, and counsel to the
underwriter(s), if any, in connection with the preparation of such
Registration Statement and the related Prospectus and have considered the
matters required to be stated therein and the statements contained therein,
although such counsel has not independently verified the accuracy,
completeness or fairness of such statements; and that such counsel advises
that, on the basis of the foregoing, no facts came to such counsel’s
attention that caused such counsel to believe that the applicable
Registration Statement, at the time such Registration Statement or any
post-effective amendment thereto became effective, and, in the case of the
Exchange Offer Registration Statement, as of the date of Consummation,
contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus contained in such
Registration Statement as of its date and, in the case of the opinion dated
the date of Consummation of the Exchange Offer, as of the date of
Consummation, contained an untrue statement of a material fact or omitted to
state a material fact necessary in order to make the statements therein not
misleading; without limiting the foregoing, such counsel may state further
that such counsel assumes no responsibility for, and has not independently
verified, the accuracy, completeness or fairness of the financial
statements, notes and schedules and other financial data included in any
Registration Statement contemplated by this Agreement or the related
Prospectus; and




     (3) a customary comfort letter, dated the date of effectiveness of the
Shelf Registration Statement, from the Company’s independent accountants, in
the customary form and covering matters of the type customarily requested to
be covered in comfort letters by underwriters in connection with primary
underwritten offerings, and covering or affirming the matters set forth in
the comfort letters delivered pursuant to Section 5(e) of the Purchase
Agreement, without exception;




     (B) set forth in full or incorporate by reference in the underwriting
agreement, if any, the indemnification provisions and procedures of Section 8 hereof
with respect to all parties to be indemnified pursuant to said Section; and




     (C) deliver such other documents and certificates as may be reasonably
requested by such parties to evidence compliance with Section 6(c)(xi)(A) hereof and
with any customary conditions contained in the underwriting agreement or other
agreement entered into by the Company or any of the Guarantors pursuant to this
Section 6(c)(xi), if any.



-12-









 






     If at any time the representations and warranties of the Company and the Guarantors
contemplated in Section 6(c)(xi)(A)(1) hereof cease to be true and correct, the Company or
the Guarantors shall so advise the Initial Purchasers and the underwriter(s), if any, and
each selling Holder promptly and, if requested by such Persons, shall confirm such advice in
writing;




     (xii) prior to any public offering of Transfer Restricted Securities, cooperate with
the selling Holders, the underwriter(s), if any, and their respective counsel in connection
with the registration and qualification of the Transfer Restricted Securities under the
state securities or blue sky laws of such jurisdictions as the selling Holders or
underwriter(s), if any, may request and do any and all other acts or things necessary or
advisable to enable the disposition in such jurisdictions of the Transfer Restricted
Securities covered by the Shelf Registration Statement; provided, however, that none of the
Company or the Guarantors shall be required to register or qualify as a foreign corporation
where it is not then so qualified or to take any action that would subject it to the service
of process in suits or to taxation, other than as to matters and transactions relating to
the Registration Statement, in any jurisdiction where it is not then so subject;




     (xiii) shall issue, upon the request of any Holder of Transfer Restricted Securities
covered by the Shelf Registration Statement, Exchange Securities having an aggregate
principal amount equal to the aggregate principal amount of Transfer Restricted Securities
surrendered to the Company by such Holder in exchange therefor or being sold by such Holder;
such Exchange Securities to be registered in the name of such Holder or in the name of the
purchaser(s) of such Securities, as the case may be; in return, the Transfer Restricted
Securities held by such Holder shall be surrendered to the Company for cancellation;




     (xiv) cooperate with the selling Holders and the underwriter(s), if any, to facilitate
the timely preparation and delivery of certificates representing Transfer Restricted
Securities to be sold and not bearing any restrictive legends; and enable such Transfer
Restricted Securities to be in such denominations and registered in such names as the
Holders or the underwriter(s), if any, may request at least two Business Days prior to any
sale of Transfer Restricted Securities made by such Holders or underwriter(s);




     (xv) use its best efforts to cause the Transfer Restricted Securities covered by the
Registration Statement to be registered with or approved by such other governmental agencies
or authorities as may be necessary to enable the seller or sellers thereof or the
underwriter(s), if any, to consummate the disposition of such Transfer Restricted
Securities, subject to the proviso contained in Section 6(c)(xii) hereof;




     (xvi) if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or
have occurred, prepare a supplement or post-effective amendment to the Registration
Statement or related Prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to the purchasers of Transfer
Restricted Securities, the Prospectus will not contain an untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements therein
not misleading;



-13-









 






     (xvii) provide a CUSIP number for all Securities not later than the effective date of
the Registration Statement covering such Securities and provide the Trustee under the
Indenture with printed certificates for such Securities which are in a form eligible for
deposit with the Depository Trust Company and take all other action necessary to ensure that
all such Securities are eligible for deposit with the Depository Trust Company;




     (xviii) cooperate and assist in any filings required to be made with the FINRA and in
the performance of any due diligence investigation by any underwriter (including any
“qualified independent underwriter”) that is required to be retained in accordance with the
rules and regulations of the FINRA;




     (xix) otherwise use its best efforts to comply with all applicable rules and
regulations of the Commission, and make generally available to its security holders, as soon
as practicable, a consolidated earnings statement meeting the requirements of Rule 158 under
the Securities Act (which need not be audited) for the twelve-month period (A) commencing at
the end of any fiscal quarter in which Transfer Restricted Securities are sold to
underwriters in a firm commitment or best efforts Underwritten Offering or (B) if not sold
to underwriters in such an offering, beginning with the first month of the Company’s first
fiscal quarter commencing after the effective date of the Registration Statement;




     (xx) cause the Indenture to be qualified under the Trust Indenture Act not later than
the effective date of the first Registration Statement required by this Agreement, and, in
connection therewith, cooperate with the Trustee and the Holders of Securities to effect
such changes to the Indenture as may be required for such Indenture to be so qualified in
accordance with the terms of the Trust Indenture Act; and to execute and use its best
efforts to cause the Trustee to execute, all documents that may be required to effect such
changes and all other forms and documents required to be filed with the Commission to enable
such Indenture to be so qualified in a timely manner;




     (xxi) cause all Securities covered by the Registration Statement to be listed on each
securities exchange or automated quotation system on which similar securities issued by the
Company are then listed if requested by the Holders of a majority in aggregate principal
amount of Securities or the managing underwriter(s), if any; and




     (xxii) provide promptly to each Holder upon written request each document filed with
the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange
Act.



     Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any
notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D)
hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities
pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised
in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and has
received copies of any additional or supplemental filings that are incorporated by reference in the
Prospectus. If so directed by the Company, each Holder will deliver to the



-14-









 







Company (at the Company’s expense) all copies, other than permanent file copies then in such
Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was
current at the time of receipt of such notice. In the event the Company shall give any such
notice, the time period regarding the effectiveness of such Registration Statement set forth in
Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period
from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to
and including the date when each selling Holder covered by such Registration Statement shall have
received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi)
hereof or shall have received the Advice; provided, however, that no such extension shall be taken
into account in determining whether Additional Interest is due pursuant to Section 5 hereof or the
amount of such Additional Interest, it being agreed that the Company’s option to suspend use of a
Registration Statement pursuant to this paragraph shall be treated as a Registration Default for
purposes of Section 5 hereof.




SECTION 7. Registration Expenses.



     (a) All expenses incident to the Company’s and the Guarantors’ performance of or compliance
with this Agreement will be borne by the Company and the Guarantors, jointly and severally,
regardless of whether a Registration Statement becomes effective, including, without limitation:
(i) all registration and filing fees and expenses (including filings made by any Initial Purchaser
or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent
underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii)
all fees and expenses of compliance with federal securities and state securities or blue sky laws;
(iii) all expenses of printing (including printing certificates for the Exchange Securities to be
issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and
telephone; (iv) all fees and disbursements of counsel for the Company, the Guarantors and, subject
to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and
filing fees in connection with listing the Exchange Securities on a securities exchange or
automated quotation system pursuant to the requirements thereof; and (vi) all fees and
disbursements of independent certified public accountants of the Company and the Guarantors
(including the expenses of any special audit and comfort letters required by or incident to such
performance).



     Each of the Company and the Guarantors will, in any event, bear its internal expenses
(including, without limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expenses of any annual audit and the fees and expenses of any
Person, including special experts, retained by the Company or the Guarantors.



     (b) In connection with any Registration Statement required by this Agreement (including,
without limitation, the Exchange Offer Registration Statement and the Shelf Registration
Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial
Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer
and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration
Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel, who shall be Cahill Gordon &
Reindel llp or such other counsel as may be chosen by the Holders of a majority in
principal



-15-









 







amount of the Transfer Restricted Securities for whose benefit such Registration Statement is
being prepared.




SECTION 8. Indemnification.



     (a) The Company and the Guarantors, jointly and severally, agree to indemnify and hold
harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred
to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the
respective officers, directors, partners, employees and affiliates of any Holder or any controlling
person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an
“Indemnified Holder”), to the fullest extent lawful, from and against any and all losses, claims,
damages or liabilities, joint or several, to which such Indemnified Holder may become subject,
under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement or Prospectus (or any
amendment or supplement thereto), or any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein not misleading, and
will reimburse such Indemnified Holder for any legal or other expenses reasonably incurred by such
Indemnified Holder in connection with investigating or defending any such action or claim as such
expenses are incurred, except insofar as such losses, claims, damages, liabilities or expenses are
caused by an untrue statement or omission or alleged untrue statement or omission that is made in
reliance upon and in conformity with information relating to any of the Holders furnished in
writing to the Company by any of the Holders expressly for use therein. This indemnity agreement
shall be in addition to any liability which the Company or any of the Guarantors may otherwise
have.



     In case any action or proceeding (including any governmental or regulatory investigation or
proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to
which indemnity may be sought against the Company or the Guarantors, such Indemnified Holder (or
the Indemnified Holder controlled by such controlling person) shall promptly notify the Company and
the Guarantors in writing; provided, however, that the failure to give such notice shall not
relieve any of the Company or the Guarantors of its obligations pursuant to this Agreement, except
to the extent that it has been materially prejudiced (through the forfeiture of substantive rights
or defenses) by such failure. Such Indemnified Holder shall have the right to employ its own
counsel in any such action and the fees and expenses of such counsel shall be paid, as incurred, by
the Company and the Guarantors (regardless of whether it is ultimately determined that an
Indemnified Holder is not entitled to indemnification hereunder). The Company and the Guarantors
shall not, in connection with any one such action or proceeding or separate but substantially
similar or related actions or 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 of attorneys (in addition to any local counsel) at any time for such Indemnified
Holders, which firm shall be designated by the Holders. The Company and the Guarantors shall be
liable for any settlement of any such action or proceeding effected with the Company’s and the
Guarantors’ prior written consent, which consent shall not be withheld unreasonably, and each of
the Company and the Guarantors agrees to indemnify and hold harmless



-16-









 







any Indemnified Holder from and against any loss, claim, damage, liability or expense by
reason of any settlement of any action effected with the written consent of the Company and the
Guarantors. The Company and the Guarantors shall not, without the prior written consent of each
Indemnified Holder, settle or compromise or consent to the entry of judgment in or otherwise seek
to terminate any pending or threatened action, claim, litigation or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not any Indemnified Holder is a
party thereto), unless such settlement, compromise, consent or termination includes an
unconditional release of each Indemnified Holder from all liability arising out of such action,
claim, litigation or proceeding.



     (b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless the Company, the Guarantors and their respective directors, officers of
the Company and the Guarantors who sign a Registration Statement, and any Person controlling
(within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the
Company or any of the Guarantors, and the respective officers, directors, partners and employees of
each such Person, to the same extent as the foregoing indemnity from the Company and the Guarantors
to each of the Indemnified Holders, but only with respect to claims and actions based on
information relating to such Holder furnished in writing by such Holder expressly for use in any
Registration Statement or Prospectus. In case any action or proceeding shall be brought against
the Company, the Guarantors or their respective directors or officers or any such controlling
person in respect of which indemnity may be sought against a Holder of Transfer Restricted
Securities, such Holder shall have the rights and duties given the Company and the Guarantors, and
the Company, the Guarantors, their respective directors and officers and such controlling person
shall have the rights and duties given to each Holder by the preceding paragraph.



     (c) If the indemnification provided for in this Section 8 is unavailable to an indemnified
party under Section 8(a) or (b) hereof (other than by reason of exceptions provided in those
Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses
referred to therein, then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, liabilities or expenses in such proportion as is
appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one
hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the
Company and the Guarantors shall be deemed to be equal to the total gross proceeds to the Company
and the Guarantors from the Initial Placement), the amount of Additional Interest which did not
become payable as a result of the filing of the Registration Statement resulting in such losses,
claims, damages, liabilities, judgments actions or expenses, and such Registration Statement, or if
such allocation is not permitted by applicable law, the relative fault of the Company and the
Guarantors, on the one hand, and the Holders, on the other hand, in connection with the statements
or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as
any other relevant equitable considerations. The relative fault of the Company on the one hand and
of the Indemnified Holder on the other 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 or any of the
Guarantors, on the one hand, or the Indemnified Holders, on the other hand, and the parties’
relative intent,



-17-









 







 knowledge, access to information and opportunity to correct or prevent such statement or
omission. The amount paid or payable by a party as a result of the losses, claims, damages,
liabilities and expenses referred to above shall be deemed to include, subject to the limitations
set forth in the second paragraph of Section 8(a) hereof, any legal or other fees or expenses
reasonably incurred by such party in connection with investigating or defending any action or
claim.



     The Company, the Guarantors and each Holder of Transfer Restricted Securities agree that it
would not be just and equitable if contribution pursuant to this Section 8(c) were determined by
pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable considerations referred to
in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, liabilities or expenses referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the provisions of this
Section 8, none of the Holders (and its related Indemnified Holders) shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the total discount
received by such Holder with respect to the Transfer Restricted Securities exceeds the amount of
any damages which such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’
obligations to contribute pursuant to this Section 8(c) are several in proportion to the respective
principal amount of Transfer Restricted Securities held by each of the Holders hereunder and not
joint.



          SECTION 9. Rule 144A. Each of the Company and the Guarantors hereby agrees with each Holder,
for so long as any Transfer Restricted Securities remain outstanding, to make available to any
Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof
and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial
owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit
resales of such Transfer Restricted Securities pursuant to Rule 144A under the Securities Act.




          SECTION 10. Participation in Underwritten Registrations. No Holder may participate in any
Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer
Restricted 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
reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up
letters and other documents required under the terms of such underwriting arrangements.




          SECTION 11. Selection of Underwriters. The Holders of Transfer Restricted Securities covered
by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted
Securities in an Underwritten Offering; provided, that the Company shall only be obligated to
effect such Underwritten Offering if so directed by the Holders of at least 20% of the Transfer
Restricted Securities then outstanding. In any such Underwritten Offering,




-18-









 







the investment banker(s) and managing underwriter(s) that will administer such offering will
be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted
Securities included in such offering; provided, however, that such investment banker(s) and
managing underwriter(s) must be reasonably satisfactory to the Company.





SECTION 12. Miscellaneous.



     (a) Remedies. Each of the Company and the Guarantors hereby agrees that monetary damages
would not be adequate compensation for any loss incurred by reason of a breach by it of the
provisions of this Agreement and hereby agree to waive the defense in any action for specific
performance that a remedy at law would be adequate.



     (b) No Inconsistent Agreements. Each of the Company and the Guarantors will not on or after
the date of this Agreement enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with
the provisions hereof. Neither the Company nor any of the Guarantors has previously entered into
any agreement granting any registration rights with respect to the Securities to any Person. 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’s or any of the Guarantors’ securities under
any agreement in effect on the date hereof.



     (c) Adjustments Affecting the Securities. The Company will not take any action, or permit any
change to occur, with respect to the Securities that would materially and adversely affect the
ability of the Holders to Consummate any Exchange Offer.



     (d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to or departures from the provisions hereof may not be given
unless the Company has (i) in the case of Section 5 hereof and this Section 12(d)(i), obtained the
written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case
of all other provisions hereof, obtained the written consent of Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted
Securities held by the Company or its Affiliates). Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof that relates exclusively to the rights of Holders
whose securities are being tendered pursuant to the Exchange Offer and that does not affect
directly or indirectly the rights of other Holders whose securities are not being tendered pursuant
to such Exchange Offer may be given by the Holders of a majority of the outstanding principal
amount of Transfer Restricted Securities being tendered or registered; provided, however, that,
with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser
hereunder, the Company shall obtain the written consent of each such Initial Purchaser with respect
to which such amendment, qualification, supplement, waiver, consent or departure is to be
effective.



     (e) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand-delivery, first-class mail (registered or certified, return receipt
requested), telex, telecopier, or air courier guaranteeing overnight delivery:



-19-









 






     (i) if to a Holder, at the address set forth on the records of the Registrar under the
Indenture, with a copy to the Registrar under the Indenture; and




     (ii) if to the Company and/or Guarantor(s):


Airgas, Inc.

259 North Radnor-Chester Road, Suite 100

Radnor, Pennsylvania 19087-5283

Telecopier No.: (610) 225-3271

Attention: Joseph Sullivan



With a copy to:



Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, New York 10019-7475

Telecopier No.: (212) 474-3700

Attention: Ronald Cami, Esq.




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



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



     (f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors and assigns of each of the parties, including, without limitation, and without the
need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided,
however, that this Agreement shall not inure to the benefit of or be binding upon a successor or
assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted
Securities from such Holder.



     (g) 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.



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



-20-









 





     (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF.



     (j) Severability. In the event that any one or more of the provisions contained herein, or
the application thereof in any circumstance, is held invalid, illegal or unenforceable, the
validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.



     (k) Entire Agreement. This Agreement is intended by the parties as a final expression of
their agreement and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein. There are
no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Company with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and understandings between
the parties with respect to such subject matter.



-21-









 





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



	 	 	 	 	 
	 	AIRGAS, INC.,

 	 
	 	By:  	/s/ Joseph C. Sullivan
 	 
	 	 	Name:  	Joseph C. Sullivan 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



AIRGAS CARBONIC, INC.

AIRGAS DATA, LLC

AIRGAS-EAST, INC.

AIRGAS-GREAT LAKES, INC.

AIRGAS-INTERMOUNTAIN, INC.

AIRGAS-INVESTMENTS, INC.

AIRGAS MERCHANT GASES, LLC

AIRGAS MERCHANT HOLDINGS, INC.

AIRGAS-MID AMERICA, INC.

AIRGAS-MID SOUTH, INC.

AIRGAS-NORPAC, INC.

AIRGAS-NORTH CENTRAL, INC.

AIRGAS-NORTHERN CALIFORNIA & NEVADA, INC.

AIRGAS SAFETY, INC.

AIRGAS-SOUTH, INC.

AIRGAS-SOUTHWEST, INC.

AIRGAS SPECIALTY GASES, INC.

AIRGAS SPECIALTY PRODUCTS, INC.

AIRGAS-WEST, INC.

MISSOURI RIVER HOLDINGS, INC.

NATIONAL WELDERS SUPPLY COMPANY, INC.

NITROUS OXIDE CORP.

RED-D-ARC, INC.

WORLD WIDE WELDING, INC.,




	 	 	 	 	 
	 	 	 
	 	By:  	                    /s/ Thomas M. Smyth
 	 
	 	 	Name:  	Thomas M. Smyth 	 
	 	 	Title:  	Vice President 	 
	 




-22-









 





     The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date
first above written:



BANC OF AMERICA SECURITIES LLC

GOLDMAN, SACHS & CO.

J.P. MORGAN SECURITIES INC.

BNY MELLON CAPITAL MARKETS, LLC

BB&T CAPITAL MARKETS, A DIVISION OF SCOTT & STRINGFELLOW, INC.

BARCLAYS CAPITAL INC.

WACHOVIA CAPITAL MARKETS, LLC

MITSUBISHI UFJ SECURITIES INTERNATIONAL PLC

CALYON SECURITIES (USA) INC.

PNC CAPITAL MARKETS LLC

SCOTIA CAPITAL (USA) INC.

MIZUHO SECURITIES USA INC.

NATCITY INVESTMENTS, INC.

DAIWA SECURITIES AMERICA INC.

SUNTRUST ROBINSON HUMPHREY, INC.

GREENWICH CAPITAL MARKETS, INC.




	 	 	 	 	 
	By:

	 	Banc of America Securities LLC	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






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SCHEDULE I




Guarantors




Airgas Carbonic, Inc.




Airgas Data, LLC




Airgas-East, Inc.




Airgas-Great Lakes, Inc




Airgas-Intermountain, Inc.




Airgas-Investments, Inc.




Airgas Merchant Gases, LLC




Airgas Merchant Holdings, Inc.




Airgas-Mid America, Inc.




Airgas-Mid South, Inc.




Airgas-NorPac, Inc.




Airgas-North Central, Inc.




Airgas-Northern California & Nevada, Inc.




Airgas Safety, Inc.




Airgas-South, Inc.




Airgas-Southwest, Inc.




Airgas Specialty Gases, Inc.




Airgas Specialty Products, Inc.




Airgas-West, Inc.




Missouri River Holdings, Inc.




National Welders Supply Company, Inc.




Nitrous Oxide Corp.




Red-D-Arc, Inc.




World Wide Welding, Inc.




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SCHEDULE II




Initial Purchasers




Banc of America Securities LLC




Goldman, Sachs & Co.




J.P. Morgan Securities Inc.




BNY Mellon Capital Markets, LLC




BB&T Capital Markets, a division of Scott & Stringfellow, Inc.




Barclays Capital Inc.




Wachovia Capital Markets, LLC




Mitsubishi UFJ Securities International plc




Calyon Securities (USA) Inc.




PNC Capital Markets LLC




Scotia Capital USA Inc.




Mizuho Securities USA Inc.




NatCity Investments, Inc.




Daiwa Securities America Inc.




SunTrust Robinson Humphrey, Inc.




Greenwich Capital Markets, Inc.




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