d1146691_ex4-4.htm


    Exhibit
4.4

     

    REGISTRATION RIGHTS
AGREEMENT

     

    REGISTRATION
RIGHTS AGREEMENT dated as of October 10, 2007 (this “Agreement”) between Excel
Maritime Carriers Ltd., a company organized under the laws The Republic of
Liberia (the “Company”)
and Deutsche Bank Securities Inc. (the “Initial Purchaser”) pursuant
to the Purchase Agreement dated October 3, 2007 (the “Purchase Agreement”), between
the Company and the Initial Purchaser.  In order to induce the Initial
Purchaser to enter into the Purchase Agreement, the Company has agreed to
provide the registration rights set forth in this Agreement.  The
execution of this Agreement is a condition to the closing under the Purchase
Agreement.

     

    The
Company agrees with the Initial Purchaser, (i) for its benefit as Initial
Purchaser and (ii) for the benefit of the beneficial owners (including the
Initial Purchaser) from time to time of the Notes (as defined herein) and the
beneficial owners from time to time of the Underlying Class A Common Stock (as
defined herein) issued upon conversion of the Notes (each of the foregoing a
“Holder” and together
the “Holders”), as
follows:

     

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

     

    “Amendment Effectiveness Deadline
Date” has the meaning set forth in Section 2(d) hereof.

     

    “Business Day” means each
Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which
banking institutions in The City of New York are authorized or obligated by law
or executive order to close.

     

    “Class ACommon Stock” means the shares
of Class A common stock, par value $.01 per share, of the Company and any other
shares of Class A common stock as may constitute “Class A Common Stock” for
purposes of the Indenture, including the Underlying Class A Common
Stock.

     

    “Company” has the meaning set
forth in the preamble hereof.

     

    “Conversion Price” has the
meaning assigned to such term in the Indenture.

     

    “Damages Accrual Period” has
the meaning set forth in Section 2(e) hereof.

     

    “Damages Payment Date” means
each April 15 and October 15, except as provided in Section
2(e)(B)(i).

     

    “Deferral Notice” has the
meaning set forth in Section 3(h) hereof.

     

    “Deferral Period” has the
meaning set forth in Section 3(h) hereof.

     

    “Effectiveness Deadline Date”
has the meaning set forth in Section 2(a) hereof.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Effectiveness Period” means
the period commencing on the date hereof and ending on the date that all
Registrable Securities have ceased to be Registrable Securities.

     

    “Event” has the meaning set
forth in Section 2(e) hereof.

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations of
the SEC promulgated thereunder.

     

    “Filing Deadline Date” has the
meaning set forth in Section 2(a) hereof.

     

    “Holder” has the meaning set
forth in the second paragraph of this Agreement.

     

    “Indenture” means the
Indenture, dated as of October 10, 2007, between the Company and Deutsche Bank
Trust Company Americas, as trustee, pursuant to which the Notes are being
issued.

     

    “Initial Purchaser” has the
meaning set forth in the preamble hereof.

     

    “Initial Shelf Registration
Statement” has the meaning set forth in Section 2(a) hereof.

     

    “Issue Date” means October 3,
2007.

     

    “Liquidated Damages Amount” has
the meaning set forth in Section 2(e) hereof.

     

    “Material Event” has the
meaning set forth in Section 3(h) hereof.

     

    “Notes” means the 1.875%
Convertible Notes Due 2027 of the Company to be purchased pursuant to the
Purchase Agreement.

     

    “Notice and Questionnaire”
means a written notice delivered to the Company containing substantially the
information called for by the Selling Securityholder Notice and Questionnaire
attached as Annex A to the Preliminary Offering Memorandum and the Final
Offering Memorandum of the Company dated October 2, 2007 and October 3, 2007,
respectively, relating to the Notes.

     

    “Notice Holder” means, on any
date, any Holder that has delivered a Notice and Questionnaire to the Company on
or prior to such date.

     

    “Purchase Agreement” has the
meaning set forth in the preamble hereof.

     

    “Prospectus” means the
prospectus included in any Registration Statement (including, without
limitation, a prospectus that discloses information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule 430A or Rule 415 promulgated under the Securities Act), as amended or
supplemented by any amendment, prospectus supplement or any free writing
prospectus (as defined in Rule 405 under the Securities Act), including
post-effective amendments, and all materials incorporated by reference or
explicitly deemed to be incorporated by reference in such
Prospectus.

     


    
      
        
        

      

      
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    “Record Holder” means, with
respect to any Damages Payment Date relating to any Notes or Underlying Class A
Common Stock as to which any Liquidated Damages Amount has accrued, the
registered holder of such Note or Underlying Class A Common Stock on the April 1
immediately preceding a Damages Payment Date occurring on a April 15, and on the
October 1 immediately preceding a Damages Payment Date occurring on a October
15.

     

    “Registrable Securities” means
the Notes until such Notes have been converted into or exchanged for the
Underlying Class A Common Stock and, at all times subsequent to any such
conversion, the Underlying Class A Common Stock and any securities into or for
which such Underlying Class A Common Stock has been converted or exchanged, and
any security issued with respect thereto upon any stock dividend, split or
similar event until, in the case of any such security, (A) the earliest of (i)
consummation of the resale of such securities in accordance with an effective
Registration Statement covering such securities, (ii) expiration of the holding
period that would be applicable thereto, under Rule 144(k) or (iii) its sale to
the public pursuant to Rule 144 (or any similar provision then in force, but not
Rule 144A) under the Securities Act, and (B) as a result of the event or
circumstance described in any of the foregoing clauses (i) through (iii), the
legend with respect to transfer restrictions required under the Indenture is
removed or removable in accordance with the terms of the Indenture or such
legend, as the case may be.  Throughout this Agreement, for purposes
of determining the holders of a majority of Registrable Securities, Registrable
Securities shall be the shares of Underlying Class A Common Stock and Holders of
Notes shall be deemed to be the Holders of the number of shares of Underlying
Class A Common Stock into which such Notes are or would be convertible based on
the conversion rate of such Notes.

     

    “Registration Statement” means
any registration statement of the Company that covers any of the Registrable
Securities pursuant to the provisions of this Agreement, including the
Prospectus, amendments and supplements to such registration statement, including
post-effective amendments, all exhibits and all materials incorporated by
reference or explicitly deemed to be incorporated by reference in such
registration statement.

     

    “Rule 144” means Rule 144 under
the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the SEC.

     

    “Rule 144A” means Rule 144A
under the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the SEC.

     

    “SEC” means the Securities and
Exchange Commission.

     

    “Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations promulgated by
the SEC thereunder.

     

    “Shelf Registration Statement”
has the meaning set forth in Section 2(a) hereof.

     

    “Special Counsel” means
Shearman & Sterling LLP or one such other successor counsel as shall be
specified by the Holders of a majority of all Registrable Securities, but which
may, with the written consent of the Initial Purchaser (which shall not be
unreasonably withheld), be another nationally recognized law firm experienced in
securities law matters designated by the Company, the reasonable fees and
expenses of which will be paid by the Company pursuant to Section 5
hereof.

     


    
      
        
        

      

      
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    “Subsequent Shelf Registration
Statement” has the meaning set forth in Section 2(b) hereof.

     

    “Trustee” means Deutsche Bank
Trust Company Americas, the trustee under the Indenture.

     

    “Underlying Class A Common
Stock” means the Class A Common Stock into which the Notes are
convertible or issued upon any such conversion.

     

    “Well-Known Seasoned Issuer” or
“WKSI” has the meaning
set forth in Rule 405 under the Securities Act.

     

    “WKSI Shelf Registration
Statement” means an automatically effective registration statement for an
offering of the Company’s securities to be made on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act filed by the Company with the
SEC.

     

    Section
2.  Shelf
Registration.  (a)  The Company shall prepare and
file or cause to be prepared and filed with the SEC, as soon as practicable but
in any event by the date (the “Filing Deadline Date”) one
hundred and twenty (120) days after the Issue Date, a Registration Statement for
an offering to be made on a delayed or continuous basis pursuant to Rule 415
under the Securities Act (a “Shelf Registration Statement”)
registering the resale from time to time by Holders thereof of all of the
Registrable Securities (the “Initial Shelf Registration
Statement”); provided, however, that if the Company at the
time such Shelf Registration Statement is filed is a WKSI, the Company shall
prepare and file or cause to be prepared and file with the SEC such WKSI Shelf
Registration Statement by the Effectiveness Deadline Date (as defined
below).  The Initial Shelf Registration Statement shall be on Form F-3
or another appropriate form permitting registration of such Registrable
Securities for resale by such Holders in accordance with the methods of
distribution elected by the Holders and set forth in the Initial Shelf
Registration Statement.  If the Initial Shelf Registration Statement
is not a WKSI Shelf Registration Statement, the Company shall use its
commercially reasonable best efforts to cause the Initial Shelf Registration
Statement to be declared effective under the Securities Act as promptly as is
practicable but in any event by the date (the “Effectiveness Deadline Date”)
that is one hundred two hundred and ten (210) days after the Issue
Date.  Except as otherwise provided herein, the Company shall use its
reasonable best efforts to keep the Initial Shelf Registration Statement (or any
Subsequent Shelf Registration Statement) continuously effective under the
Securities Act until the expiration of the Effectiveness Period.  At
the time the Initial Shelf Registration Statement is declared effective, each
Holder that became a Notice Holder on or prior to the date ten (10) Business
Days prior to such time of effectiveness shall be named as a selling
securityholder in the Initial Shelf Registration Statement and the related
Prospectus in such a manner as to permit such Holder to deliver such Prospectus
to purchasers of Registrable Securities in accordance with applicable
law.  None of the Company’s security holders (other than the Holders
of Registrable Securities) shall have the right to include any of the Company’s
securities in the Shelf Registration Statement, except as may be described in
the Preliminary Offering Memorandum and the Final Offering Memorandum of the
Company.

     

    


     


    
      
        
        

      

      
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    (b)           
If the Initial Shelf Registration Statement or any Subsequent Shelf Registration
Statement ceases to be effective for any reason at any time during the
Effectiveness Period , the Company shall use its reasonable best efforts to
obtain the prompt withdrawal of any order suspending the effectiveness thereof,
and in any event shall within thirty (30) days of such cessation of
effectiveness amend the Shelf Registration Statement in a manner reasonably
expected to obtain the withdrawal of the order suspending the effectiveness
thereof, or file an additional Shelf Registration Statement (a “Subsequent Shelf Registration
Statement”) covering all of the securities that as of the date of such
filing are Registrable Securities.  If a Subsequent Shelf Registration
Statement is filed and is not a WKSI Shelf Registration Statement, the Company
shall use its reasonable best efforts to cause the Subsequent Shelf Registration
Statement to become effective as promptly as is practicable after such
filing.

     

    (c)           
The Company shall supplement and amend the Shelf Registration Statement if
required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration Statement or
as otherwise required by the Securities Act or as necessary to name a Notice
Holder as a selling securityholder pursuant to Section 2(d) below.

     

    (d)           
Each Holder agrees that if such Holder wishes to sell Registrable Securities
pursuant to a Shelf Registration Statement and related Prospectus, it will do so
only in accordance with this Section 2(d) and Section 3(h). Following the date
that the Initial Shelf Registration Statement becomes or is declared effective,
each Holder wishing to sell Registrable Securities pursuant to a Shelf
Registration Statement and related Prospectus agrees to deliver a Notice and
Questionnaire to the Company at least five (5) Business Days prior to any
intended distribution of Registrable Securities under the Shelf Registration
Statement. Each Holder who elects to sell Registrable Securities pursuant to a
Shelf Registration Statement agrees, by submitting a Notice and Questionnaire to
the Company, it will be bound by the terms and conditions of the Notice and
Questionnaire and this Agreement. From and after the date the Initial Shelf
Registration Statement becomes or is declared effective, the Company shall, as
promptly as practicable after the date a Notice and Questionnaire is delivered
pursuant to Section 9(c) hereof, and in any event upon the later of (x) nine (9)
Business Days after such date or (y) seven (7) Business Days after the
expiration of any Deferral Period that is in effect when the Notice and
Questionnaire is delivered or that is put into effect within nine (9) Business
Days of such delivery date:

     

    (i)           
if required by applicable law, file with the SEC a post-effective amendment to
the Shelf Registration Statement or prepare and, if required by applicable law,
file a supplement to the related Prospectus or a supplement or amendment to any
document incorporated therein by reference or file any other required document
so that the Holder delivering such Notice and Questionnaire is named as a
selling securityholder in the Shelf Registration Statement and the related
Prospectus in such a manner as to permit such Holder to deliver such Prospectus
to purchasers of the Registrable Securities in accordance with applicable law
and, if the Company shall file a post-effective amendment to the Shelf
Registration Statement and such post-effective amendment is not a WKSI Shelf
Registration Statement, use its reasonable best efforts to cause such
post-effective amendment to be declared effective under the Securities Act as
promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline
Date”) that is sixty (60) days after the date such post-effective
amendment is required by this clause to be filed; and

     


    
      
        
        

      

      
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    (ii)           
provide such Holder copies of any documents filed pursuant to Section 2(d)(i);
provided that if such Notice and Questionnaire is delivered during a Deferral
Period, the Company shall so inform the Holder delivering such Notice and
Questionnaire. The Company shall notify such Holder as promptly as practicable
after the effectiveness under the Securities Act of any post-effective amendment
filed pursuant to Section 2(d)(i). Notwithstanding anything contained herein to
the contrary, (i) the Company shall be under no obligation to name any Holder
that is not a Notice Holder as a selling securityholder in any Registration
Statement or related Prospectus and (ii) the Amendment Effectiveness Deadline
Date shall be extended by up to seven (7) Business Days from the expiration of a
Deferral Period (and the Company shall incur no obligation to pay Liquidated
Damages during such extension or during such Deferral Period) if such Deferral
Period shall be in effect on the Amendment Effectiveness Deadline
Date.

     

    (e)           
The parties hereto agree that the Holders of Registrable Securities will suffer
damages, and that it would not be feasible to ascertain the extent of such
damages with precision, if, other than as permitted hereunder:

     

    (i)           
unless the Initial Shelf Registration Statement is a WKSI Shelf Registration
Statement, the Initial Shelf Registration Statement has not been filed on or
prior to the Filing Deadline Date;

     

    (ii)           
the Initial Shelf Registration Statement has not become or been declared
effective under the Securities Act on or prior to the Effectiveness Deadline
Date;

     

    (iii)           
the Company has failed to perform its obligations set forth in Section 2(d)(i)
within the time period required therein;

     

    (iv)           
any post-effective amendment to a Shelf Registration Statement filed pursuant to
Section 2(d)(i) has not become effective under the Securities Act on or prior to
the Amendment Effectiveness Deadline Date; or

     

    (v)           
the aggregate duration of Deferral Periods in any period exceeds the number of
days permitted in respect of such periods pursuant to Section 3(h)
hereof.

     

    Each
event described in any of the foregoing clauses (i) through (v) is individually
referred to herein as an “Event.”  For
purposes of this Agreement, each Event set forth above shall begin and end on
the dates set forth in the table below:

    
      
        
        

      

      
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              Type
      of

              Event
      by Clause

              
              

            	
              Beginning

              Date

              
              

            	
              Ending

              Date

              
              

            
	
              (i)

              
              

            	
              Filing
      Deadline Date

              
              

            	
              the
      date the Initial Shelf Registration Statement is
  filed

            


       

    

    
      	
              (ii)

              
              

            	
              Effectiveness
      Deadline Date

              
              

            	
              the
      date the Initial Shelf Registration Statement becomes or is declared
      effective under the Securities Act

            
	 	 	 
	
              (iii)

              
              

            	
              the
      date by which the Company is required to perform its

              obligations
      under Section 2(d)

            	
              the
      date the Company performs its obligations set forth in Section
      2(d)

            
	 	 	 
	
              (iv)

              
              

            	
              the
      Amendment Effectiveness Deadline Date

              
              

            	
              the
      date the applicable post-effective amendment to a Shelf Registration
      Statement becomes effective under the Securities Act

            
	 	 	 
	
              (v)

              
              

            	
              the
      date on which the aggregate duration of Deferral Periods  in
      any period exceeds the number of days permitted by Section
      3(h)

            	
              termination
      of the Deferral Period that caused the limit on the aggregate duration of
      Deferral Periods to be exceeded

            


    

     

    For
purposes of this Agreement, Events shall begin on the dates set forth in the
table above and shall continue until the ending dates set forth in the table
above.

     

    Commencing
on (and including) any date that an Event has begun and ending on (but
excluding) the next date on which there are no Events that have occurred and are
continuing (a “Damages Accrual
Period”), the Company shall pay interest (“Liquidated Damages Amount”),
as liquidated damages and not as a penalty, to Record Holders of Registrable
Securities, or shall issue additional shares of Class A Common Stock, as
applicable, as set forth below:

     

    
      	
               

            	
              (A)

            	
              in
      respect of any Note that is a Registrable Security, the Company agrees to
      pay interest accruing for each day in the Damages Accrual Period at a rate
      per annum equal to 0.5% of the principal amount of such Note;
    

            


    

     

    
      	
               

            	
              (B)

            	
              in
      respect of any Note that is a Registrable Security and is submitted by a
      Holder for conversion into Underlying Class A Common Stock during a
      Damages Accrual Period, the Company agrees (i) to pay on the settlement
      date in respect to such conversion, interest accruing for each day
      commencing on (and including) the first day of such Damages Accrual Period
      and ending on (but excluding) such settlement date at a rate per annum
      equal to 0.5% of the principal amount of such Note and (ii) to issue and
      deliver in respect of each $1,000 principal amount of Notes submitted for
      conversion, additional shares of Underlying Class A Common Stock equal to
      3% of the Applicable Conversion Rate (as defined in the Indenture) (except
      to the extent the Company elects to deliver cash upon conversion in
      accordance with terms of the Indenture); and


            


    

     


    
      
        
        

      

      
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              (C)

            	
              in respect of Class A Common
      Stock, each Holder of such Class A Common Stock will not be entitled to
      any Liquidated
      Damages Amount.

            


    

     

    Notwithstanding
the foregoing, no Liquidated Damages Amount shall accrue as to any Registrable
Security from and after the earlier of (x) the date such security is no longer a
Registrable Security and (y) expiration of the Effectiveness
Period.  The rate of accrual of the Liquidated Damages Amount with
respect to any period shall not exceed the rate provided for in this paragraph
notwithstanding the occurrence of multiple concurrent Events.

     

    The
Liquidated Damages Amount shall accrue from the first day of the applicable
Damages Accrual Period, and shall be payable on each Damages Payment Date during
the Damage Accrual Period (and on the Damages Payment Date next succeeding the
end of the Damages Accrual Period if the Damage Accrual Period does not end on a
Damages Payment Date) to the Record Holders of the Registrable Securities
entitled thereto; provided that any Liquidated Damages Amount accrued with
respect to any Note or portion thereof redeemed by the Company on a redemption
date or converted into Underlying Class A Common Stock on a conversion date
prior to the Damages Payment Date, shall, in any such event, be paid instead to
the Holder who submitted such Note or portion thereof for redemption or
conversion on the applicable redemption date or settlement date with respect to
such conversion, as the case may be, on such date (such date being the day the a
Holder receives the consideration due to such Holder upon
conversion).  Any shares of Underlying Class A Common Stock that are
payable pursuant to Section 2(e)(B)(ii) herein will be payable on the date on
which other shares of Underlying Class A Common Stock otherwise deliverable are
required to be delivered by the Company pursuant to Section 10.02 of the
Indenture.  The Trustee shall be entitled, on behalf of Holders of
Notes or Underlying Class A Common Stock, to seek any available remedy for the
enforcement of this Agreement, including for the payment of such Liquidated
Damages Amount.  Notwithstanding the foregoing, the parties agree that
the sole damages payable for a violation of the terms of this Agreement with
respect to which liquidated damages are expressly provided shall be such
liquidated damages.  Nothing shall preclude any Holder from pursuing
or obtaining specific performance or other equitable relief with respect to this
Agreement in accordance with applicable law.

     

    All of
the Company’s obligations set forth in this Section 2(e) that are outstanding
with respect to any Registrable Security at the time such security ceases to be
a Registrable Security shall survive until such time as all such obligations
with respect to such security have been satisfied in full (notwithstanding
termination of this Agreement pursuant to Section 9(k)).

     

    The
parties hereto agree that the liquidated damages provided for in this Section
2(e) constitute a reasonable estimate of the damages that may be incurred by
Holders of Registrable Securities by reason of the failure of the Shelf
Registration Statement to be filed or to become or be declared effective or
available for effecting resales of Registrable Securities in accordance with the
provisions hereof.

     

    Section
3.  Registration
Procedures.  In connection with the registration obligations of
the Company under Section 2 hereof, during the Effectiveness Period, the Company
shall:

     


    
      
        
        

      

      
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    (a)           
Prepare and file with the SEC a Shelf Registration Statement or Shelf
Registration Statements on any appropriate form under the Securities Act
available for the sale of the Registrable Securities by the Holders thereof in
accordance with the intended method or methods of distribution thereof, and use
its reasonable best efforts to cause each such Shelf Registration Statement to
become effective and remain effective as provided herein; provided that before filing any
Shelf Registration Statement or Prospectus or any amendments or supplements
thereto with the SEC (but excluding reports filed with the SEC under the
Exchange Act), furnish to the Initial Purchaser and the Special Counsel, if any,
copies of all such documents proposed to be filed at least three (3) Business
Days prior to the filing of such Shelf Registration Statement or amendment
thereto or Prospectus or supplement thereto, or as such shorter period as may be
agreed upon by the Initial Purchaser and the Special Counsel.

     

    (b)           
Subject to Section 3(h), prepare and file with the SEC such amendments and
post-effective
amendments to each Shelf Registration Statement as may be necessary to keep such
Shelf Registration Statement continuously effective for the applicable period
specified in Section 2(a); cause the related Prospectus to be supplemented by
any required prospectus supplement, and as so supplemented to be filed pursuant
to Rule 424 (or any similar provisions then in force) under the Securities Act;
and use its reasonable best efforts to comply with the provisions of the
Securities Act applicable to it with respect to the disposition of all
securities covered by such Shelf Registration Statement during the Effectiveness
Period in accordance with the intended methods of disposition by the sellers
thereof set forth in such Shelf Registration Statement as so amended or such
Prospectus as so supplemented.

     

    (c)           
As promptly as practicable give notice to the Notice Holders, the Initial
Purchaser and the Special Counsel, if any (i) when any Prospectus, prospectus
supplement, Registration Statement or post-effective amendment to a Registration
Statement has been filed with the SEC and, with respect to a Shelf Registration
Statement or any post-effective amendment, when the same has been declared
effective, (ii) of any request, following the effectiveness of the Initial Shelf
Registration Statement under the Securities Act, by the SEC or any other federal
or state governmental authority for amendments or supplements to any Shelf
Registration Statement or related Prospectus or for additional information
relating to the Shelf Registration Statement, (iii) of the issuance by the SEC
or any other federal or state governmental authority of any stop order
suspending the effectiveness of any Shelf Registration Statement or the
initiation or threatening of any proceedings for that purpose, (iv) of the
receipt by the Company of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose, (v) of the occurrence of, but not the nature of or
details concerning, a Material Event (as defined below) and (vi) of the
determination by the Company that a post-effective amendment to a Shelf
Registration Statement will be filed with the SEC, which notice may, at the
discretion of the Company (or as required pursuant to Section 3(h)), state that
it constitutes a Deferral Notice, in which event the provisions of Section 3(h)
shall apply.

     

    (d)           
Use its reasonable best efforts to obtain the withdrawal of any order suspending
the effectiveness of a Shelf Registration Statement or the lifting of any
suspension of the qualification (or exemption from qualification) of any of the
Registrable Securities for sale in any jurisdiction in which they have been
qualified for sale, in either case at the earliest possible moment, and provide
immediate notice to each Notice Holder and the Initial Purchaser of the
withdrawal of any such order.

     


    
      
        
        

      

      
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    (e)           
As promptly as practicable furnish to each Notice Holder, the Special Counsel,
if any, and the Initial Purchaser, upon request and without charge, at least one
(1) conformed copy of the Registration Statement and any amendment thereto,
including exhibits and, if requested, all documents incorporated or deemed to be
incorporated therein by reference.

     

    (f)           
Deliver to each Notice Holder, the Special Counsel, if any, and the Initial
Purchaser, in connection with any sale of Registrable Securities pursuant to a
Registration Statement, without charge, as many copies of the Prospectus
relating to such Shelf Registrable Securities (including each preliminary
prospectus) and any amendment or supplement thereto as such persons may
reasonably request; and the Company hereby consents (except during such periods
that a Deferral Notice is outstanding and has not been revoked) to the use of
such Prospectus or each amendment or supplement thereto by each Notice Holder in
connection with any offering and sale of the Registrable Securities covered by
such Prospectus or any amendment or supplement thereto in the manner set forth
therein.

     

    (g)           
Prior to any public offering of the Registrable Securities pursuant to a Shelf
Registration Statement, use its reasonable best efforts to register or qualify
or cooperate with the Notice Holders and the Special Counsel, if any, in
connection with the registration or qualification (or exemption from such
registration or qualification) of such Registrable Securities for offer and sale
under the securities or Blue Sky laws of such jurisdictions within the United
States as any Notice Holder reasonably requests in writing (which request may be
included in the Notice and Questionnaire); prior to any public offering of the
Registrable Securities pursuant to the Shelf Registration Statement, use its
reasonable best efforts to keep each such registration or qualification (or
exemption therefrom) effective during the Effectiveness Period in connection
with such Notice Holder’s offer and sale of Registrable Securities pursuant to
such registration or qualification (or exemption therefrom) and do any and all
other acts or things reasonably necessary or advisable to enable the disposition
in such jurisdictions of such Registrable Securities in the manner set forth in
the relevant Shelf Registration Statement and the related Prospectus; provided
that the Company will not be required to (i) qualify as a foreign corporation or
as a dealer in securities in any jurisdiction where it would not otherwise be
required to qualify but for this Agreement or (ii) take any action that would
subject it to general service of process or to taxation in any such jurisdiction
where it is not then so subject.

     

    (h)           
Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of
any Shelf Registration Statement or the initiation of proceedings with respect
to any Shelf Registration Statement under Section 8(d) or 8(e) of the Securities
Act, (B) the occurrence of any event or the existence of any fact (a “Material Event”) as a result
of which any Shelf Registration Statement shall contain any untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, or any Prospectus
shall contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, or (C) the occurrence or existence of any pending corporate
development that, in the reasonable discretion of the Company, makes it
appropriate to suspend the availability of any Shelf Registration Statement and
the related Prospectus:

     


    
      
        
        

      

      
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    (i)           
in the case of clause (B) above, subject to the next sentence, as promptly as
practicable prepare and file, if necessary pursuant to applicable law, a
post-effective amendment to such Shelf Registration Statement or a supplement to
the related Prospectus or any document incorporated therein by reference or file
any other required document that would be incorporated by reference into such
Shelf Registration Statement and Prospectus so that such Shelf Registration
Statement does not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading, and such Prospectus does not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, as thereafter
delivered to the purchasers of the Registrable Securities being sold thereunder,
and, in the case of a post-effective amendment to a Shelf Registration
Statement, subject to the next sentence, provided such post-effective amendment
is not a WKSI Shelf Registration Statement, use its reasonable best efforts to
cause it to be declared effective as promptly as is practicable;
and

     

    (ii)           
give notice to the Notice Holders and the Special Counsel, if any, that the
availability of the Shelf Registration Statement is suspended (a “Deferral Notice”) and, upon
receipt of any Deferral Notice, each Notice Holder agrees not to sell any
Registrable Securities pursuant to the Shelf Registration Statement until such
Notice Holder’s receipt of copies of the supplemented or amended Prospectus
provided for in clause (i) above, or until it is advised in writing by the
Company that the Prospectus may be used, and has received copies of any
additional or supplemental filings that are incorporated or deemed incorporated
by reference in such Prospectus.

     

    The
Company will use its reasonable best efforts to ensure that the use of the
Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is
practicable, (y) in the case of clause (B) above, as soon as, in the sole
judgment of the Company, public disclosure of such Material Event would not be
prejudicial to or contrary to the interests of the Company or, if necessary to
avoid unreasonable burden or expense, as soon as practicable thereafter, and (z)
in the case of clause (C) above, as soon as, in the reasonable discretion of the
Company, such suspension is no longer appropriate.  The Company shall
be entitled to exercise its right under this Section 3(h) to suspend the
availability of any Shelf Registration Statement or any Prospectus, without
incurring or accruing any obligation to pay liquidated damages pursuant to
Section 2(e) (the “Deferral
Period”); provided that the aggregate duration of any Deferral Periods
shall not exceed 30 days in any three month period or 90 days in any twelve (12)
month period.

     


    
      
        
        

      

      
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    (i)           
If reasonably requested in writing in connection with a disposition of
Registrable Securities pursuant to a Shelf Registration Statement, make
reasonably available for inspection during normal business hours by a
representative for the Notice Holders of such Registrable Securities, any
broker-dealers, underwriters, attorneys and accountants retained by such Notice
Holders, and any attorneys or other agents retained by a broker-dealer or
underwriter engaged by such Notice Holders, all relevant financial and other
records and pertinent corporate documents and properties of the Company and its
subsidiaries, and cause the appropriate officers, directors and employees of the
Company and its subsidiaries to make reasonably available for inspection during
normal business hours on reasonable notice all relevant information reasonably
requested by such representative for the Notice Holders, or any such
broker-dealers, underwriters, attorneys or accountants in connection with such
disposition, in each case as is customary for similar “due diligence”
examinations; provided that such persons shall first agree in writing with the
Company that any information that is reasonably designated by the Company as
confidential at the time of delivery of such information shall be kept
confidential by such persons and shall be used solely for the purposes of
exercising rights under this Agreement, unless (i) disclosure of such
information is required by court or administrative order or is necessary to
respond to inquiries of regulatory authorities, (ii) disclosure of such
information is required by law (including any disclosure requirements pursuant
to federal securities laws in connection with the filing of any Shelf
Registration Statement or the use of any Prospectus referred to in this
Agreement), (iii) such information becomes generally available to the public
other than as a result of a disclosure or failure to safeguard by any such
person or (iv) such information becomes available to any such person from a
source other than the Company and such source is not bound by a confidentiality
agreement; and provided further that the foregoing inspection and information
gathering shall, to the greatest extent possible, be coordinated on behalf of
all the Notice Holders and the other parties entitled thereto by Special
Counsel, if any, or another representative selected by a majority of Registrable
Securities being sold by such Holders pursuant to such Shelf Registration
Statement.  Any person legally compelled or required by administrative
or court order or by a regulatory authority to disclose any such confidential
information made available for inspection shall provide the Company with prompt
prior written notice of such requirement so that the Company may seek a
protective order or other appropriate remedy.

     

    (j)           
Comply with all applicable rules and regulations of the SEC and make generally
available to its securityholders earning statements (which need not be audited)
satisfying the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder (or any similar rule promulgated under the Securities Act) for a
12-month period commencing on the first day of the first fiscal quarter of the
Company commencing after the effective date of a Shelf Registration Statement,
which statements shall be made available no later than 45 days after the end of
the 12-month period or 90 days if the 12-month period coincides with the fiscal
year of the Company.

     

    (k)           
Cooperate with each Notice Holder to facilitate the timely preparation and
delivery of certificates representing Registrable Securities sold or to be sold
pursuant to a Shelf Registration Statement, which certificates shall not bear
any restrictive legends, and cause such Registrable Securities to be in such
denominations as are permitted by the Indenture and registered in such names as
such Notice Holder may request in writing at least two (2) Business Days prior
to any sale of such Registrable Securities.

     


    
      
        
        

      

      
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    (l)           
Provide a CUSIP number for all Registrable Securities covered by each Shelf
Registration Statement not later than the effective date of such Shelf
Registration Statement and, if requested, provide the Trustee and the transfer
agent for the Class A Common Stock with printed certificates for the Registrable
Securities that are in a form eligible for deposit with The Depository Trust
Company.

     

    (m)           
Cooperate and assist in any filings required to be made with the Financial
Industry Regulatory Authority (“FINRA”).

     

    (n)           
In the case of a Shelf Registration Statement involving an underwritten
offering, the Company shall enter into such customary agreements (including, if
requested, an underwriting agreement in reasonably customary form) and take all
such other action, if any, as Holders of a majority of the Registrable
Securities being sold or any managing underwriters reasonably shall request in
order to facilitate any disposition of Notes and Underlying Class A Class A
Common Stock pursuant to such Shelf Registration Statement, including, without
limitation, (i) using its reasonable best efforts to cause its counsel to
deliver an opinion or opinions in reasonably customary form, (ii) using its
reasonable best efforts to cause its officers to execute and deliver all
customary documents and certificates and (iii) using its reasonable best efforts
to cause its independent public accountants to provide a comfort letter or
letters in reasonably customary form; provided that with respect to clause (i),
(ii) and (iii), the Company shall be reimbursed by Holders of the Registrable
Securities being sold for the reasonable expenses incurred in connection with
its obligations under this Section 3(n).

     

    (o)           
Upon (i) the filing of the Initial Shelf Registration Statement and (ii) the
effectiveness of the Initial Shelf Registration Statement, announce the same, in
each case by release to Reuters Economic Services and Bloomberg Business
News.

     

    Section
4.  Holder’s
Obligations.  Each Holder agrees, by acquisition of the
Registrable Securities, that no Holder shall be entitled to sell any of such
Registrable Securities pursuant to a Registration Statement or to receive a
Prospectus relating thereto unless such Holder has furnished the Company with a
Notice and Questionnaire as required pursuant to Section 2(d) hereof (including
the information required to be included in such Notice and Questionnaire) and
the information set forth in the next sentence.  Each Notice Holder
agrees promptly to furnish to the Company all information required to be
disclosed in order to make the information previously furnished to the Company
by such Notice Holder not misleading and any other information regarding such
Notice Holder and the distribution of such Registrable Securities as the Company
may from time to time reasonably request.  Any sale of any Registrable
Securities by any Holder shall constitute a representation and warranty by such
Holder that the information relating to such Holder and its plan of distribution
is as set forth in the Prospectus delivered by such Holder in connection with
such disposition, that such Prospectus does not as of the time of such sale
contain any untrue statement of a material fact relating to or provided by such
Holder or its plan of distribution and that such Prospectus does not as of the
time of such sale omit to state any material fact relating to or provided by
such Holder or its plan of distribution necessary to make the statements in such
Prospectus, in the light of the circumstances under which they were made, not
misleading.  Each Holder further agrees, by acquiring Registrable
Securities, that it will not take any action that would result in the Company
being required to file with the SEC under Rule 433(d) a free writing prospectus
(as defined in Rule 405 under the Securities Act) prepared by or on behalf of
such Holder that otherwise would not be required to be filed by the Company
thereunder but for the action of such Holder.

     


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    Section
5.  Registration
Expenses.  The Company shall bear all fees and expenses
incurred in connection with the performance by the Company of its obligations
under Sections 2 and 3 of this Agreement whether or not any Shelf Registration
Statement becomes or is declared effective.  Such fees and expenses
shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (x) with respect to filings
required to be made with FINRA and (y) of compliance with federal and state
securities or Blue Sky laws (including, without limitation, reasonable fees and
disbursements of the Special Counsel, if any, in connection with Blue Sky
qualifications of the Registrable Securities under the laws of such
jurisdictions as Notice Holders of a majority of the Registrable Securities
being sold pursuant to a Shelf Registration Statement may designate up to a
maximum amount of $15,000)), (ii) printing expenses (including, without
limitation, expenses of printing certificates for Registrable Securities in a
form eligible for deposit with The Depository Trust Company), (iii) duplication
expenses relating to copies of any Shelf Registration Statement or Prospectus
delivered to any Holders hereunder, (iv) fees and disbursements of counsel for
the Company in connection with any Shelf Registration Statement, (v) reasonable
fees and disbursements of the Trustee and its counsel and of the registrar and
transfer agent for the Class A Common Stock and (vi) any Securities Act
liability insurance obtained by the Company in its sole
discretion.  In addition, subject to Section 3(n), the Company shall
pay the internal expenses of the Company (including, without limitation, all
salaries and expenses of officers and employees performing legal or accounting
duties), the expense of any annual audit, the fees and expenses incurred in
connection with the listing by the Company of the Registrable Securities on any
securities exchange on which similar securities of the Company are then listed
and the fees and expenses of any person, including special experts, retained by
the Company.  Notwithstanding the provisions of this Section 5, each
seller of Registrable Securities shall pay selling expenses, including any
underwriting discount and commissions, all registration expenses to the extent
required by applicable law and, except as otherwise provided herein, fees and
expenses of counsel to such seller.

     

    Section
6.  Indemnification and
Contribution  Indemnification by the
Company.  Upon the registration of the Registrable
Securities pursuant to Section 2 hereof, the Company shall  indemnify and
hold harmless each Notice Holder and each underwriter, selling agent or other
securities professional, if any, which facilitates the disposition of
Registrable Securities, and each of their respective officers and directors and
each person who controls such Notice Holder, underwriter, selling agent or other
securities professional within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act (each such person being sometimes referred to
as an “Indemnified
Person”) against any losses, claims, damages or liabilities, joint or
several, to which such Indemnified Person 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
Shelf Registration Statement under which such Registrable Securities are to be
registered under the Securities Act, or any Prospectus contained therein or
furnished by the Company to any Indemnified Person, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and the Company hereby
agrees to reimburse such Indemnified Person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such action or claim as such expenses are incurred; provided, however, that the
Company shall not be liable to any such Indemnified Person in any such case to
the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in such Shelf Registration Statement or Prospectus,
or amendment or supplement, in reliance upon and in conformity with
written information furnished to the Company by such Indemnified Person
expressly for use therein.

     


    
      
        
        

      

      
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              .
      

            


    

     

    (b)           
Indemnification by the Notice
Holders and any Agents and Underwriters.  Each Notice Holder
agrees, as a consequence of the inclusion of any of such Notice Holder’s
Registrable Securities in such Shelf Registration Statement, and each
underwriter, selling agent or other securities professional, if any, which
facilitates the disposition of Registrable Securities shall agree, as a
consequence of facilitating such disposition of Registrable Securities,
severally and not jointly, to (i) indemnify and hold harmless the Company, its
directors, officers who sign any Shelf Registration Statement and each person,
if any, who controls the Company within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, against any losses, claims,
damages or liabilities to which the Company or such other persons 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 such Shelf Registration Statement or Prospectus, or any amendment
or supplement, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by such Notice
Holder, underwriter, selling agent or other securities professional expressly
for use therein, and (ii) reimburse the Company for any legal or other expenses
reasonably incurred by the Company in connection with investigating or defending
any such action or claim as such expenses are incurred.

     

    (c)           
Notices of Claims,
Etc.  Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against an
indemnifying party under this Section 6, notify such indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under the indemnification provisions of or
contemplated by subsection (a) or (b) above.  In case any such action
shall be brought against any indemnified party and it shall notify an
indemnifying party of the commencement thereof, such indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, such
indemnifying party shall not be liable to such indemnified party under this
Section 6 for any legal expenses of other counsel or any other expenses, in each
case subsequently incurred by such indemnified party, in connection with the
defense thereof other than reasonable costs of investigation.  No
indemnifying party shall, without the written consent of the indemnified party,
effect the settlement or compromise of, or consent to the entry of any judgment
with respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such action
or claim and (ii) does not include a statement as to, or an admission of, fault,
culpability or a failure to act, by or on behalf of any indemnified
party.

     


    
      
        
        

      

      
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    (d)           
Contribution.  If
the indemnification provided for in this Section 6 is unavailable to or
insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party and the indemnified party in connection with the statements
or omissions which resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations including, but not limited to, the timeliness of the notice given
as required by Section 6(c).  The relative fault of such indemnifying
party and indemnified party shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
supplied by such indemnifying party or by such indemnified party, and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.  The parties hereto
agree that it would not be just and equitable if contribution pursuant to this
Section 6(d) were determined by pro rata allocation (even if the Notice Holders
or any underwriters, selling agents or other securities professionals or all of
them 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 this Section 6(d).  The amount paid or payable by
an indemnified party as a result of the losses, claims, damages or liabilities
(or actions in respect thereof) referred to above shall be deemed to include any
legal or other fees or expenses reasonably incurred by such indemni­fied
party in connection with investigating or defending any such action or
claim.  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 obligations of the Notice Holders and any
underwriters, selling agents or other securities professionals in this Section
6(d) to contribute shall be several in proportion to the percentage of principal
amount of Registrable Securities registered or underwritten, as the case may be,
by them and not joint.

     

    (e)           
Notwithstanding any other provision of this Section 6, in no event will any
(i) Notice Holder be required to undertake liability to any person under
this Section 6 for any amounts in excess of the dollar amount of the proceeds to
be received by such Holder from the sale of such Holder’s Registrable Securities
(after deducting any fees, discounts and commissions applicable thereto)
pursuant to any Shelf Registration Statement under which such Registrable
Securities are to be registered under the Securities Act and
(ii) underwriter, selling agent or other securities professional be
required to undertake liability to any person hereunder for any amounts in
excess of the discount, commission or other compensation payable to such
underwriter, selling agent or other securities professional with respect to the
Registrable Securities underwritten by it and distributed to the
public.

     

    (f)           
The obligations of the Company under this Section 6 shall be in addition to any
liability which the Company may otherwise have to any Indemnified Person and the
obligations of any Indemnified Person under this Section 6 shall be in
addition to any liability which such Indemnified Person may otherwise have to
the Company.  The remedies provided in this Section 6 are not
exclusive and shall not limit any rights or remedies which may otherwise be
available to an indemnified party at law or in equity.

     


    
      
        
        

      

      
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    Section
7.  Information
Requirements.  The Company covenants that, if at any time
before the end of the Effectiveness Period the Company is not subject to the
reporting requirements of the Exchange Act, it will cooperate with any Holder
and take such further reasonable action as any Holder may reasonably request in
writing (including, without limitation, making such reasonable representations
as any such Holder may reasonably request), all to the extent required from time
to time to enable such Holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 and Rule 144A under the Securities Act and customarily
taken in connection with sales pursuant to such exemptions.  Upon the
written request of any Holder, the Company shall deliver to such Holder a
written statement as to whether it has complied with such filing requirements,
unless such a statement has been included in the Company’s most recent report
filed pursuant to Section 13 or Section 15(d) of Exchange
Act.  Notwithstanding the foregoing, nothing in this Section 7 shall
be deemed to require the Company to register any of its securities (other than
the Class A Common Stock) under any section of the Exchange Act.

     

    Section
8.  Underwritten
Registrations.  The Holders of Registrable Securities covered
by a Shelf Registration Statement who desire to do so may sell such Registrable
Securities to an underwriter in an underwritten offering for reoffering to the
public.  If any of the Registrable Securities covered by any Shelf
Registration Statement are to be sold in an underwritten offering, the
investment banker or investment bankers and manager or managers that will
administer the offering will be selected by the Holders of a majority of such
Registrable Securities included in such offering, subject to the consent of the
Company (which shall not be unreasonably withheld or delayed), and such Holders
shall be responsible for all underwriting commissions and discounts and any
transfer taxes in connection therewith.  No person may participate in
any underwritten registration hereunder unless such person (i) agrees to sell
such person’s Registrable Securities on the basis reasonably provided in any
underwriting arrangements approved by the persons entitled hereunder to approve
such arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

     

    Section
9.  Miscellaneous.

     

    (a)           
No Conflicting
Agreements.  The Company is not, as of the date hereof, a party
to, nor shall it, on or after the date of this Agreement, enter into, any
agreement with respect to its securities that conflicts with the rights granted
to the Holders in this Agreement.  The Company represents and warrants
that the rights granted to the Holders hereunder do not in any way conflict with
the rights granted to the holders of the Company’s securities under any other
agreements.

     


    
      
        
        

      

      
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    (b)           
Amendments and
Waivers.  The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given,
unless the Company has obtained the written consent of Holders of a majority of
Registrable Securities.  Notwithstanding the foregoing, a waiver or
consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders whose securities are being sold
pursuant to a Registration Statement and that does not directly or indirectly
affect the rights of other Holders may be given by Holders of at least a
majority of the Registrable Securities being sold by such Holders pursuant to
such Registration Statement; provided that the provisions of this sentence may
not be amended, modified or supplemented except in accordance with the
provisions of the immediately preceding sentence. Notwithstanding the foregoing,
this Agreement may be amended by written agreement signed by the Company and the
Initial Purchaser, without the consent of the Holders of Registrable Securities,
to cure any ambiguity or to correct or supplement any provision contained herein
that may be defective or inconsistent with any other provision contained herein,
or to make such other provisions in regard to matters or questions arising under
this Agreement that shall not adversely affect the interests of the Holders of
Registrable Securities.  Each Holder of Registrable Securities
outstanding at the time of any such amendment, modification, supplement, waiver
or consent or thereafter shall be bound by any such amendment, modification,
supplement, waiver or consent effected pursuant to this Section 9(b), whether or
not any notice, writing or marking indicating such amendment, modification,
supplement, waiver or consent appears on the Registrable Securities or is
delivered to such Holder.

     

    (c)           
Notices.  All
notices and other communications provided for or permitted hereunder shall be
made in writing by hand delivery, by telecopier, by courier guaranteeing
overnight delivery or by first-class mail, return receipt requested, and shall
be deemed given (i) when made, if made by hand delivery, (ii) upon confirmation,
if made by facsimile, (iii) one (1) Business Day after being deposited with such
courier, if made by overnight courier or (iv) on the date indicated on the
notice of receipt, if made by first-class mail, to the parties as
follows:

     

    (i)           
if to a Holder, at the most current address given by such Holder to the Company
in a Notice and Questionnaire or any amendment thereto;

     

    (ii)           if
to the Company, to:

     

      
Excel Maritime Carriers Ltd.

      
17th
Km National Road Athens

      
Lamia & Finikos Street

      
145-64 Nea Kifisia

      
Athens, Greece

      
Attention: Theodore Kokkinis

     

      
with a copy to:

     

    Gary
Wolfe, Esq.

    Seward
& Kissel LLP

    1200 G Street, Suite
350

    Washington, DC 20005

     


    
      
        
        

      

      
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    (iii)          if
to the Initial Purchaser, to:

     

      
Deutsche Bank Securities Inc.

      
60 Wall Street

      
New York, New York  10005

      
Attention:  Equity-Linked Capital Markets Group

      
Fax:  (212) 797-9344

     

      
with a copy to:

     

      
Shearman & Sterling LLP

      
599 Lexington Avenue

      
New York, New York 10022

      
Attention:  Robert Evans III, Esq.

      
Fax:  (212) 848-7179

     

    or to
such other address as such person may have furnished to the other persons
identified in this Section 9(c) in writing in accordance herewith.

     

    (d)           
Approval of
Holders.  Whenever the consent or approval of Holders of a
specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company or its affiliates (as such term is
defined in Rule 405 under the Securities Act) (other than the Initial Purchaser
or subsequent Holders if such subsequent Holders are deemed to be such
affiliates solely by reason of their holdings of such Registrable Securities)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.

     

    (e)           
Successors and
Assigns.  Any person who purchases any Registrable Securities
from the Initial Purchaser shall be deemed, for purposes of this Agreement, to
be an assignee of the Initial Purchaser.  This Agreement shall inure
to the benefit of and be binding upon the successors and assigns of each of the
parties and shall inure to the benefit of and be binding upon each Holder of any
Registrable Securities, provided that nothing herein shall be deemed to permit
any assignment, transfer or other disposition of Registrable Securities in
violation of the terms of the Indenture.  If any transferee of any
Holder shall acquire Registrable Securities, in any manner, whether by operation
of law or otherwise, such Registrable Securities shall be held subject to all of
the terms of this Agreement, and by taking and holding such Registrable
Securities, such person shall be conclusively deemed to have agreed to be bound
by and to perform all of the terms and provisions of this Agreement and such
person shall be entitled to receive the benefits hereof.

     

    (f)           
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 original and all of which taken together shall constitute one and the same
agreement.

     

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

     


    
      
        
        

      

      
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    (h)           
Governing
Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     

    (i)           
Submission to
Jurisdiction.  Except as set forth below, no proceeding, claim,
counterclaim or dispute of any kind or nature whatsoever arising out of or in
any way relating to this Agreement may be commenced, prosecuted or continued in
any court other than the courts of the State of New York located in the City and
County of New York or in the United States District Court for the Southern
District of New York, which courts shall have jurisdiction over the adjudication
of such matters, and the Company hereby consents to the jurisdiction of such
courts and personal service with respect thereto. The Company hereby consents to
personal jurisdiction, service and venue in any court in which any proceeding,
claim, counterclaim or dispute of any kind or nature whatsoever arising out of
or in any way relating to this Agreement is brought by any third party against
the Initial Purchaser. THE COMPANY, THE INITIAL PURCHASER AND EACH HOLDER HEREBY
WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED UPON
CONTRACT, TORT OR OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATING TO THIS
AGREEMENT. The Company, the Initial Purchaser and each Holder agree that a final
judgment in any such proceeding brought in any such court shall be conclusive
and binding upon such party and may be enforced in any other courts in the
jurisdiction of which such party is or may be subject, by suit upon such
judgment.

     

    (j)           
Agent for Service of
Process.  The Company irrevocably appoints Gary J. Wolfe of
Seward & Kissel LLP as its authorized agent in the Borough of Manhattan in
The City of New York upon which process may be served in any such suit or
proceeding, and agrees that service of process upon such agent, and written
notice of said service to the Company by the person serving the same to the
address provided in Section 9(c), shall be deemed in every respect effective
service of process upon the Company in any such suit or proceeding. The Company
further agrees to take any and all action as may be necessary to maintain such
designation and appointment of such agent in full force and effect for a period
of seven years from the date of this Agreement.

     

    (k)           
Severability.  If
any term, provision, covenant or restriction of this Agreement is held to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated thereby, and the
parties hereto shall use their reasonable best efforts to find and employ an
alternative means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction, it being intended
that all of the rights and privileges of the parties shall be enforceable to the
fullest extent permitted by law.

     


    
      
        
        

      

      
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    (l)           
Entire
Agreement.  This Agreement is intended by the parties as a
final expression of their agreement and is 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 and the registration rights
granted by the Company with respect to the Registrable
Securities.  Except as provided in the Purchase Agreement, the
Indenture and the Notes, 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 Registrable
Securities.  This Agreement supersedes all prior agreements and
undertakings among the parties with respect to such registration
rights.  No party hereto shall have any rights, duties or obligations
other than those specifically set forth in this Agreement, the Indenture and the
Notes.

     

    (m)           
Termination.  This
Agreement and the obligations of the parties hereunder shall terminate upon the
end of the Effectiveness Period, except for any liabilities or obligations under
Section 4, 5 or 6 hereof and the obligations to make payments of and provide for
liquidated damages under Section 2(e) hereof to the extent such damages accrue
prior to the end of the Effectiveness Period, each of which shall remain in
effect in accordance with its terms.

     


    
      
        
        

      

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

     

    
      	 	
              EXCEL
      MARITIME CARRIERS LTD.

               

               

               

              
              

              
              

              
              

              
              

            
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    


     

    
      	
              Confirmed
      and accepted as

              of
      the date first above written:

            	 
	 	 
	
              DEUTSCHE
      BANK SECURITIES INC.

            	 
	 	 
	 	 
	
              BY:
      DEUTSCHE BANK SECURITIES INC.

            	 
	 	 
	
              By:

            	 	 
	 	
              (Deutsche
      Bank Securities Inc.)

            	 
	 	 	 
	 	 	 
	 	 	 
	
              By:

            	 	 
	 	
              (Deutsche
      Bank Securities Inc.)

            	 
	 	 


    

    


     

    


    
      
        
        

      

      
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