exv10w19



 



Exhibit 10.19


EXECUTION COPY


REGISTRATION RIGHTS AGREEMENT



Dated as of June 20, 2003



by and among



United Components, Inc.



as the Company



Mid-South Mfg., Inc.

Airtex Products, LLC

Champion Laboratories, Inc.

UCI-Airtex Holdings, Inc.

UCI Investments, L.L.C.

Airtex Products, Inc.

Chefford Master Manufacturing Co.

Pee Cee Manufacturing Co., Inc.

Fuel Filter Technologies, Inc.

Pioneer, Inc.

Neapco, Inc.

Wells Manufacturing Corp.



as the Guarantors



and



Lehman Brothers Inc.

J.P. Morgan Securities Inc.

ABN AMRO Incorporated

Credit Lyonnais Securities (USA) Inc.



as the Initial Purchasers



 






 





          This Registration Rights Agreement (this “Agreement”) is dated as of June
20, 2003, by and among United Components, Inc., a Delaware corporation (the
“Company”), the subsidiaries listed on Schedule A attached hereto (the
“Guarantors”), and Lehman Brothers Inc., J.P. Morgan Securities Inc., ABN AMRO
Incorporated and Credit Lyonnais Securities (USA) Inc. (each an “Initial
Purchaser” and, collectively, the “Initial Purchasers”), each of whom has
agreed to purchase the Company’s 9.375% Senior Subordinated Notes due 2013 (the
“Notes”) pursuant to the Purchase Agreement (as defined below).



          This Agreement is made pursuant to the Purchase Agreement, dated June 6,
2003 (the “Purchase Agreement”), by and among the Company, the Guarantors and
the Initial Purchasers. In order to induce the Initial Purchasers to purchase
the Notes, the Company and the Guarantors have 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 7 of the Purchase Agreement. Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to them in the
Indenture, dated the date hereof (the “Indenture”), among the Company, the
Guarantors and Wells Fargo Bank Minnesota, National Association, as Trustee
(the “Trustee”), relating to the Notes and the Exchange Notes (as defined
below).



          The parties hereby agree as follows:



SECTION 1. DEFINITIONS



          As used in this Agreement, the following capitalized terms shall have the
following meanings:



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



          Affiliate: As defined in Rule 144 of the Act.



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



          Certificated Securities: Definitive Notes, as defined in the Indenture.



          Closing Date: The date of this Agreement.



          Commission: The U.S. Securities and Exchange Commission.



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


 






 



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          Consummation Deadline: As defined in Section 3(b) hereof.



          Effectiveness Deadline: As defined in Section 3(a) and 4(a) hereof.



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



          Exchange Notes: The Company’s 9.375% Senior Subordinated Notes due 2013,
registered under the Act, to be issued pursuant to the Indenture (a) in the
Exchange Offer or (b) as contemplated by Section 4 hereof.



          Exchange Offer: The exchange and issuance by the Company of a principal
amount of Exchange Notes (which shall be registered pursuant to the Exchange
Offer Registration Statement) equal to the outstanding principal amount of
Notes that are tendered by such Holders in connection with such exchange and
issuance.



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



          Exempt Resales: The transactions in which the Initial Purchasers propose
to sell the Notes to certain “qualified institutional buyers,” as such term is
defined in Rule 144A under the Act, and pursuant to Regulation S under the Act.



          Filing Deadline: As defined in Sections 3(a) and 4(a) hereof.



          Holders: As defined in Section 2 hereof.



          Interest Payment Date: As defined in the Notes and the Exchange Notes.



          Person: As defined in the Indenture.



          Prospectus: The prospectus included in a Registration Statement at the
time such Registration Statement is declared effective, 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.



          Recommencement Date: As defined in Section 6(e) hereof.



          Registration Default: As defined in Section 5 hereof.



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



          Regulation S: Regulation S promulgated under the Act.

 






 


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           Rule 144: Rule 144 promulgated under the Act.



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



          Subsidiary Guarantees: The guarantees of the Notes and Exchange Notes of
the Guarantors under the Indenture, as amended from time to time.



          Suspension Notice: As defined in Section 6(e) hereof.



          TIA: The U.S. Trust Indenture Act of 1939 (15 U.S.C. Section
77aaa-77bbbb) as in effect on the date of the Indenture.



          Transfer Restricted Securities: (a) Each Note, and the related Subsidiary
Guarantees, until the earliest to occur of (i) the date on which such Note has
been exchanged by a Person other than a Broker-Dealer for an Exchange Note in
the Exchange Offer and entitled to be resold to the public by such Person
without complying with the prospectus delivery requirements of the Act, (ii)
the date on which such Note has been effectively registered under the Act and
disposed of in accordance with the Shelf Registration Statement, or (iii) the
date on which such Note is eligible to be distributed to the public pursuant to
Rule 144 under the Act, and (b) each Exchange Note and the related Subsidiary
Guarantees acquired by a Broker-Dealer in the Exchange Offer of a Note for such
Exchange Note, until the date on which such Exchange Note is sold to a
purchaser who receives from such Broker-Dealer on or prior to the date of such
sale a copy of the Prospectus contained in the Exchange Offer Registration
Statement.



SECTION 2. HOLDERS



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



SECTION 3. REGISTERED EXCHANGE OFFER



          (a)     Unless the Exchange Offer shall not be permitted by applicable federal
law (after the procedures set forth in Section 6(a)(i) below have been complied
with), the Company and the Guarantors shall (i) cause the Exchange Offer
Registration Statement to be filed with the Commission as soon as practicable
after the Closing Date, but in no event later than 90 days after the Closing
Date (such 90th day being the “Filing Deadline”), (ii) use their reasonable
best efforts to cause such Exchange Offer Registration Statement to become
effective at the earliest possible time, but in no event later than 180 days
after the Closing Date (such 180th day being the
“Effectiveness Deadline”),
(iii) in connection with the foregoing, (A) file all pre-effective amendments
to such Exchange Offer Registration Statement as may be necessary in order to
cause it to become effective, (B) file, if applicable, a post-effective
amendment to such Exchange Offer Registration Statement pursuant to Rule 430A
under the Act and (C) cause all necessary filings, if any, in connection with
the registration and qualification of the Exchange Notes to be made under the
Blue Sky laws of such jurisdictions as are necessary to permit Consummation of
the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer
Registration Statement, commence and Consummate the Exchange Offer. The
Exchange Offer shall be on the appropriate form permitting (I) registration of
the Exchange Notes to be offered in exchange for the Notes that are Transfer
Restricted Securities and (II) resales of Exchange Notes

 






 


4


by Broker-Dealers that tendered into the Exchange Offer Notes that such
Broker-Dealer acquired for its own account as a result of market making
activities or other trading activities (other than Notes acquired directly from
the Company or any its Affiliates) as contemplated by Section 3(c) below.


          (b)     The Company and the Guarantors shall use their reasonable best efforts
to 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. The Company and the
Guarantors shall cause the Exchange Offer to comply with all applicable federal
and state securities laws. No securities other than the Exchange Notes shall
be included in the Exchange Offer Registration Statement. The Company and the
Guarantors shall use their reasonable best efforts to cause the Exchange Offer
to be Consummated on or prior to 30 business days, or longer, if required by
the federal securities laws, after the Exchange Offer Registration Statement
has become effective (the “Consummation Deadline”).



          (c)     The Company and the Guarantors shall include a “Plan of Distribution”
section in the Prospectus contained in the Exchange Offer Registration
Statement and indicate therein that any Broker-Dealer who holds Transfer
Restricted Securities that were acquired for the account of such Broker-Dealer
as a result of market-making activities or other trading activities (other than
Notes acquired directly from the Company or any Affiliate of the Company), may
exchange such Transfer Restricted Securities pursuant to the Exchange Offer.
Such “Plan of Distribution” section shall also contain all other information
with respect to such sales by such Broker-Dealers that the Commission may
require in order to permit such sales 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, rules or
regulations after the date of this Agreement.



          Because such Broker-Dealer may be deemed to be an “underwriter” within the
meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with its initial sale of any Exchange
Notes received by such Broker-Dealer in the Exchange Offer, the Company and the
Guarantors shall permit the use of the Prospectus contained in the Exchange
Offer Registration Statement by such Broker-Dealer to satisfy such prospectus
delivery requirement. To the extent necessary to ensure that the prospectus
contained in the Exchange Offer Registration Statement is available for sales
of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to
use their reasonable best efforts to keep the Exchange Offer Registration
Statement continuously effective, supplemented, amended and current as required
by and subject to the provisions of Section 6(a) and (c) hereof and in
conformity with the requirements of this Agreement, the Act and the policies,
rules and regulations of the Commission as announced from time to time, for a
period of one year from the date on which the Exchange Offer Registration
Statement is declared effective or such shorter period as will terminate when
all Transfer Restricted Securities covered by such Registration Statement have
been sold pursuant thereto. The Company shall provide sufficient copies of the
latest version of such Prospectus to such Broker-Dealers, promptly upon request
at any time during such one-year period in order to facilitate
resales.

 






 


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SECTION 4. SHELF REGISTRATION



          (a)     Shelf Registration. If (i) the Exchange Offer is not permitted by
applicable law or Commission policy (after the Company and the Guarantors have
complied with the procedures set forth in Section 6(a)(i) hereof) or (ii) if
any Holder of Transfer Restricted Securities shall notify the Company prior to
the 20th business day following the Consummation of the Exchange Offer that (A)
such Holder was prohibited by applicable law or Commission policy from
participating in the Exchange Offer or (B) such Holder may not resell the
Exchange Notes acquired by it in the Exchange Offer to the public without
delivering a prospectus and the Prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales by such
Holder or (C) such Holder is a Broker-Dealer and holds Notes acquired directly
from the Company or any of its Affiliates, then the Company and the Guarantors
shall use their reasonable best efforts to:



     (I)       cause to be filed, on or prior to 60 days after the earlier of (x) the
date on which the Company determines that the Exchange Offer Registration
Statement cannot be filed as a result of clause (a)(i) of this Section and (y)
the date on which the Company receives the notice specified in clause (a)(ii)
of this Section (the 60th day after such earlier date, the
“Filing Deadline”),
a shelf registration statement pursuant to Rule 415 under the Act (which may be
an amendment to the Exchange Offer Registration Statement (the “Shelf
Registration Statement”)), relating to all Transfer Restricted Securities; and


     (II)     cause such Shelf Registration Statement to become effective at the
earliest possible time, but in no event later than on or prior to the later of
(A) 90 days after the Filing Deadline for the Shelf Registration Statement or
(B) 180 days after the Closing Date (such later date, the “Effectiveness
Deadline”).


         If, after the Company has and the Guarantors have filed an Exchange Offer
Registration Statement that satisfies the requirements of Section 3(a) above,
the Company is and the Guarantors are required to file and make effective a
Shelf Registration Statement solely because the Exchange Offer is not permitted
under applicable federal law (i.e., clause (a)(i) of this Section), then the
filing of the Exchange Offer Registration Statement shall be deemed to satisfy
the requirements of clause (I) above; provided that, in such event, the Company
and the Guarantors shall remain obligated to meet the Effectiveness Deadline
set forth in clause (II) above.


         To the extent necessary to ensure that the Shelf Registration Statement is
available for sales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 4(a) and the other securities required
to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and
the Guarantors shall use their reasonable best efforts to keep any Shelf
Registration Statement required by this Section 4(a) continuously effective,
supplemented, amended and current as required by and subject to the provisions
of Sections 6(b) hereof and (c) hereof and in conformity with the requirements
of this Agreement, the Act and the policies, rules and regulations of the
Commission as announced from time to time, for a period of at least two years
(as extended pursuant to Section 6(c)(i)hereof) following the Closing Date, or
such shorter period as will terminate when all Transfer Restricted Securities
covered by such Shelf Registration Statement have been sold pursuant thereto.


 






 


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          (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 days after receipt of a request therefor,
such information as the Company may reasonably request in connection with any
Shelf Registration Statement or Prospectus or preliminary Prospectus included
therein, including, but not limited to, the information specified in Item 507
or 508 of Regulation S-K, as applicable, of the Act for use in connection with
any Shelf Registration Statement or Prospectus or preliminary Prospectus
included therein. No Holder of Transfer Restricted Securities shall be
entitled to liquidated damages pursuant to Section 5 hereof unless and until
such Holder shall have provided all such information. By its acceptance of
Transfer Restricted Securities, each Holder agrees to promptly furnish
additional information required to be disclosed in order to make the
information previously furnished to the Company by such Holder not materially
misleading.




SECTION 5. LIQUIDATED DAMAGES



          If (a) any Registration Statement required by this Agreement is not filed
with the Commission on or prior to the applicable Filing Deadline, (b) any such
Registration Statement has not been declared effective by the Commission on or
prior to the applicable Effectiveness Deadline, (c) the Exchange Offer has not
been Consummated on or prior to the Consummation Deadline or (d) any
Registration Statement required by this Agreement is filed and declared
effective but shall thereafter cease to be effective or fail to be usable for
its intended purpose without being succeeded within two business days by a
post-effective amendment to such Registration Statement that cures such failure
and that is itself declared effective within five business days of filing such
post-effective amendment to such Registration Statement (each such event
referred to in clauses (a) through (d), a “Registration Default”; except as
permitted in paragraph (b), such  of time during which any such
Registration Statement is not effective or any such Registration Statement or
the related Prospectus is not usable being referred to as a “Blackout Period”),
then the Company and the Guarantors hereby jointly and severally agree to pay
to each Holder of Transfer Restricted Securities affected thereby liquidated
damages in an amount equal to $.05 per week per $1,000 in principal amount of
Transfer Restricted Securities held by such Holder for the first 90-day period
immediately following the occurrence of such Registration Default. The amount
of the liquidated damages shall increase by an additional $.05 per week per
$1,000 in principal amount of Transfer Restricted Securities with respect to
each subsequent 90-day period until all Registration Defaults have been cured,
up to a maximum amount of liquidated damages of $.50 per week per $1,000 in
principal amount of Transfer Restricted Securities; provided that the Company
and the Guarantors shall in no event be required to pay liquidated damages for
more than one Registration Default at any given time. Notwithstanding anything
to the contrary set forth herein, (i) upon filing of the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (a) above, (ii) upon the effectiveness of the
Exchange Offer Registration Statement (and/or, if applicable, the Shelf
Registration Statement), in the case of (b) above, (iii) upon Consummation of
the Exchange Offer, in the case of (c) above, or (iv) upon the filing of a
post-effective amendment to the Registration Statement or an additional
Registration Statement that causes the Exchange Offer Registration Statement
(and/or, if applicable, the Shelf Registration Statement) to again be declared
effective or made usable, in the case of (d) above, the liquidated damages

 






 


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payable with respect to the Transfer Restricted Securities as a result of
such clause (a), (b), (c) or (d), as applicable, shall cease.


          A Registration Default referred to in clause (d) above shall be deemed not
to have occurred and be continuing in respect of a Registration Statement or
the related Prospectus if (A) the Blackout Period has occurred solely as a
result of (x) the filing of a post-effective amendment to such Registration
Statement to incorporate annual audited financial information with respect to
the Company and the Guarantors where such post-effective amendment is not yet
effective and needs to be declared effective to permit Holders to use the
related Prospectus or (y) the occurrence of other material events with respect
to the Company and the Guarantors that would need to be described in such
Registration Statement or the related Prospectus and (B) in the case of clause
(y), the Company and the Guarantors are proceeding promptly and in good faith
to amend or supplement (including by way of filing documents under the Exchange
Act which are incorporated by reference into the Registration Statement) such
Registration Statement and the related Prospectus to describe such events;
provided, however, that in the event a Blackout Period occurs for a continuous
period in excess of 30 days, a Registration Default shall be deemed to have
occurred on the 31st day of such Blackout Period and liquidated damages shall
be payable in accordance with the above paragraph from the day such
Registration Default occurs until such Registration Default is cured or until
the Company and the Guarantors are no longer required pursuant to this
Agreement to keep such Registration Statement effective or such Registration
Statement or the related Prospectus usable; provided, further, that in no event
shall the total of all Blackout Periods exceed 45 days in the aggregate for any
12-month period.



          All accrued liquidated damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Indenture,
on each Interest Payment Date, as more fully set forth in the Indenture and the
Notes and the Exchange Notes. Notwithstanding the fact that any securities for
which liquidated damages are due cease to be Transfer Restricted Securities,
all obligations of the Company and the Guarantors to pay liquidated damages
with respect to securities shall survive until such time as such obligations
with respect to such securities shall have been satisfied in full.



SECTION 6. REGISTRATION PROCEDURES



          (a)     Exchange Offer Registration Statement. In connection with the
Exchange Offer, the Company and the Guarantors shall (i) comply with all
applicable provisions of Section 6(c) below, (ii) use their reasonable best
efforts to effect such exchange and to permit the resale of Exchange Notes by
any Broker-Dealer that tendered Notes in the Exchange Offer that such
Broker-Dealer acquired for its own account as a result of its market making
activities or other trading activities (other than Notes acquired directly from
the Company or any of its Affiliates) being sold in accordance with the
intended method or methods of distribution thereof, and (iii) comply with all
of the following provisions:



		
	 	    (A)    If, following the date hereof there has been announced a change
in Commission policy with respect to exchange offers such as the Exchange
Offer, that in the reasonable opinion of counsel to the Company raises a
question as to whether the Exchange Offer is permitted by applicable
federal law, the Company and the Guarantors hereby agree to seek a
no-action letter or other favorable decision from the Commission



 






 


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	 	allowing the Company and the Guarantors to Consummate an Exchange
Offer for such Transfer Restricted Securities. The Company and the
Guarantors hereby agree 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.
Notwithstanding the foregoing, the Company and the Guarantors hereby
agree to take all such other actions as may be requested by the
Commission or otherwise required in connection with the issuance of such
decision, including without limitation (I) participating in telephonic
conferences with the Commission staff, (II) delivering 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 (III) diligently pursuing a
resolution (which need not be favorable) by the Commission staff.




		
	 	     (B)     As a condition to its participation in the Exchange Offer, each
Holder of Transfer Restricted Securities (including, without limitation,
any Holder who is a Broker-Dealer) shall furnish, upon the request of the
Company, prior to the Consummation of the Exchange Offer, a written
representation to the Company and the Guarantors (which may be contained
in the letter of transmittal contemplated by the Exchange Offer
Registration Statement) to the effect that (I) it is not an Affiliate of
the Company, (II) 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 Notes to be issued in the Exchange
Offer, (III) it is acquiring the Exchange Notes in its ordinary course of
business and (IV) if such Holder is a Broker-Dealer, that it will receive
Exchange Notes for its own account in exchange for Notes that were
acquired as a result of market-making activities or other trading
activities and that it will deliver a Prospectus in connection with any
resale of such Exchange Notes. Each Holder shall be required to make
such other representations as may be reasonably necessary under
applicable Commission rules, regulations or interpretations to render the
use of Form S-4 or another appropriate form under the Act available and
will be required to agree to comply with their agreements and covenants
set forth in this Agreement. Each Holder using the Exchange Offer to
participate in a distribution of the Exchange Notes will be required to
acknowledge and agree that, if the resales are of Exchange Notes obtained
by such Holder in exchange for Notes acquired directly from the Company
or an Affiliate thereof, it (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 (including, if applicable, any
no-action letter obtained pursuant to clause (A) above), and (2) must
comply with the registration and prospectus delivery requirements of the
Act in connection with a secondary resale transaction and that such a
secondary resale transaction must 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




		
	 	     (C)     Prior to effectiveness of the Exchange Offer Registration
Statement, the Company and the Guarantors shall provide a supplemental
letter to the Commission (I) stating that the Company and the Guarantors
are registering the Exchange Offer in reliance on the position of the
Commission enunciated in Exxon Capital Holdings



 






 


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	 	Corporation (available May 13, 1988), Morgan Stanley and Co., Inc.
(available June 5, 1991) as interpreted in the Commission’s letter to
Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action
letter obtained pursuant to clause (A) above, (II) including a
representation that neither the Company nor any Guarantor has entered
into any arrangement or understanding with any Person to distribute the
Exchange Notes to be received in the Exchange Offer and that, to the best
of the Company’s and each Guarantor’s information and belief, each Holder
participating in the Exchange Offer is acquiring the Exchange Notes in
its ordinary course of business and has no arrangement or understanding
with any Person to participate in the distribution of the Exchange Notes
received in the Exchange Offer and (III) any other undertaking or
representation required by the Commission as set forth in any no-action
letter obtained pursuant to clause (A) above, if applicable.



                    (b)     Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Company and the Guarantors shall:



                              (i)     comply with all the provisions of Section 6(c) and (d) below and use
their 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 (as indicated in the information
furnished to the Company pursuant to Section 4(b) hereof), and pursuant thereto
the Company and the Guarantors will prepare and file with the Commission a
Registration Statement relating to the registration on any appropriate form
under the 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 within the time periods and otherwise in accordance with
the provisions hereof; and



                              (ii)     issue, upon the request of any Holder or purchaser of Notes covered
by any Shelf Registration Statement contemplated by this Agreement, Exchange
Notes having an aggregate principal amount equal to the aggregate principal
amount of Notes sold pursuant to the Shelf Registration Statement and
surrendered to the Company for cancellation; the Company and the Guarantors
shall register Exchange Notes and the related Subsidiary Guarantees on the
Shelf Registration Statement for this purpose and issue the Exchange Notes to
the purchaser(s) of securities subject to the Shelf Registration Statement in
the names as such purchaser(s) shall designate.



                    (c)     General Provisions. In connection with any Registration Statement and
any related Prospectus required by this Agreement, the Company and the
Guarantors shall:



                              (i)     use their reasonable best efforts to keep such Registration Statement
continuously effective and provide all requisite financial statements 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 an untrue statement of material fact or omit
to state any material fact necessary to make the statements therein not
misleading or (B) not to be effective and usable for resale of Transfer
Restricted Securities during the period required by this Agreement, the Company
and the Guarantors shall file promptly an appropriate amendment to such
Registration Statement curing such defect, and, if Commission review is
required, use their reasonable best efforts to cause


 






 


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such amendment to be declared effective as soon as practicable. If at any
time the Commission shall issue any stop order suspending the effectiveness of
any 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, the Company and the Guarantors shall use their
reasonable best efforts to obtain the withdrawal or lifting of such order at
the earliest possible time;


               (ii)     use their reasonable best efforts to prepare and file with the
Commission such amendments and post-effective amendments to the applicable
Registration Statement as may be necessary to keep such Registration Statement
effective for the applicable period set forth in Section 3 or 4 hereof, as the
case may be; cause the Prospectus to be supplemented by any required Prospectus
supplement, and as so supplemented to be filed pursuant to Rule 424 under the
Act, and to comply fully with Rules 424, 430A and 462, as applicable, under the
Act in a timely manner; and comply with the provisions of the 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)     in connection with any sale of Transfer Restricted Securities that
will result in such securities no longer being Transfer Restricted Securities,
cooperate with the Holders 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 registered in such denominations and such names as the selling Holders
may request at least two business days prior to such sale of Transfer
Restricted Securities;



               (iv)     use their reasonable best efforts to cause the disposition of 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 to consummate the
disposition of such Transfer Restricted Securities; provided, however, that
neither the Company nor any Guarantor shall be required to register or qualify
as a foreign corporation where it is not now 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 now so subject;



               (v)     provide a CUSIP number for all Transfer Restricted Securities not
later than the effective date of a Registration Statement covering such
Transfer Restricted Securities and provide the Trustee under the Indenture with
certificates for the Transfer Restricted Securities which are in a form
eligible for deposit with The Depository Trust Company;



               (vi)     otherwise use their reasonable best efforts to comply with all
applicable rules and regulations of the Commission, and make generally
available to its security holders with regard to any applicable Registration
Statement, as soon as practicable, a consolidated earnings statement meeting
the requirements of Rule 158 (which need not be audited) covering a
twelve-month period beginning with the first month of the Company’s first



 






 


11

fiscal quarter commencing after the effective date of the Registration
Statement (as such term is defined in paragraph (c) of Rule 158 under the Act);
and


                    (vii)     use their reasonable best efforts to cause the Indenture to be
qualified under the TIA 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 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 TIA; and execute and use their reasonable 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.



          (d)     Additional Provisions Applicable to Shelf Registration Statements and
Certain Exchange Offer Prospectuses. In connection with each Shelf
Registration Statement, and each Exchange Offer Registration Statement if and
to the extent that an Initial Purchaser has notified the Company that it is a
holder of Exchange Notes that are Transfer Restricted Securities (for so long
as such Exchange Notes are Transfer Restricted Securities or for the period
provided in Section 3 hereof, whichever is shorter), the Company and the
Guarantors shall:



                    (i)     advise each Holder promptly and, if requested by such Holder, 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 applicable
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 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 in order to make the
statements therein not misleading, or that requires the making of any additions
to or changes in the Prospectus in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading;



                    (ii)     if any fact or event contemplated by Section 6(d)(i)(D) above shall
exist or have occurred, use their reasonable best efforts to 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 to
make the statements therein, in the light of the circumstances under which they
were made, not misleading;



                    (iii)       furnish to each Holder in connection with such exchange or sale, if
any, before filing with the Commission, copies of any Registration Statement or
any Prospectus included therein (except the Prospectus included in the Exchange
Offer Registration Statement at


 






 


12

the time it was declared effective) or any amendments or supplements to
any such Registration Statement or Prospectus (but excluding any documents
incorporated by reference as a result of the Company’s or the Guarantors’
periodic reporting requirements under the Exchange Act), which documents will
be subject to the review and comment of such Holders in connection with such
sale, if any, for a period of at least four 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 (excluding all such
documents incorporated by reference as a result of the Company’s or the
Guarantors’ periodic reporting requirements under the Exchange Act) to which
such Holders shall reasonably object within five business days after the
receipt thereof. A Holder shall be deemed to have reasonably objected to such
filing if such Registration Statement, amendment, Prospectus or supplement, as
applicable, as proposed to be filed, contains an untrue statement of a material
fact or omits to state any material fact necessary to make the statements
therein not misleading or fails to comply with the applicable requirements of
the Act;


               (iv)     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 each Holder in connection with such exchange or sale, 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 Holders may
reasonably request;



               (v)     make available, at reasonable times, for inspection by each Holder and
any attorney or accountant retained by such Holders, all relevant financial and
other records, pertinent corporate documents 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, 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; provided, however, that the foregoing inspection and information
gathering (A) shall be coordinated on behalf of the selling Holders,
underwriters or any representative thereof by one counsel, who shall be Latham
& Watkins LLP or such other counsel as may be chosen by the Holders of a
majority in principal amount of Transfer Restricted Securities, and (B) shall
not be available or any such Holder who does not agree to hold such information
in confidence.



               (vi)     if requested by any Holders in connection with such exchange or sale,
use their reasonable best efforts to include promptly in any Registration
Statement or Prospectus, pursuant to a supplement or post-effective amendment
if necessary, such information as such Holders may reasonably request to have
included therein, including, without limitation, information relating to the
“Plan of Distribution” of the Transfer Restricted Securities; 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 included
in such Prospectus supplement or post-effective amendment;



               (vii)     furnish to each Holder in connection with such exchange or sale
without charge, at least one copy of the Registration Statement, as first filed
with the Commission, and of each amendment thereto, and upon request all
documents incorporated by reference therein and all exhibits (including
exhibits incorporated therein by reference);


 






 


13

                                   (viii)     deliver to each Holder without charge, as many copies of the
Prospectus (including each preliminary prospectus) and any amendment or
supplement thereto as such Holder reasonably may request; the Company and the
Guarantors hereby consent to the use (in accordance with law) of the Prospectus
and any amendment or supplement thereto by each selling Holder in connection
with the offering and the sale of the Transfer Restricted Securities covered by
the Prospectus or any amendment or supplement thereto; provided that such use
of the Prospectus and any amendment or supplement thereto and such offering and
sale conforms to the Plan of Distribution set forth in the Prospectus and
complies with the terms of this Agreement and all applicable laws and
regulations thereunder;



                                   (ix)     upon the request of any Holder, enter into such customary agreements
(including an underwriting agreement) and make such customary representations
and warranties and take all such other customary actions in connection
therewith in order to expedite or facilitate the disposition of the Transfer
Restricted Securities pursuant to any applicable Registration Statement
contemplated by this Agreement as may be reasonably requested by any Holder in
connection with any sale or resale pursuant to any applicable Registration
Statement. In such connection, the Company and the Guarantors shall have no
obligation to enter into an underwriting agreement or permit an underwritten
offering unless a request therefore shall have been received from Holders of
not less than 33% of the aggregate principal amount of Transfer Restricted
Securities then outstanding; and whether or not an underwriting agreement is
entered into and whether or not the registration is an underwritten
registration, the Company and the Guarantors shall:




		
	 	          (A)     upon request of any Holder, furnish (or in the case of
paragraphs (2) and (3), use their reasonable best efforts to cause to be
furnished) to each Holder, upon Consummation of the Exchange Offer or
upon the effectiveness of the Shelf Registration Statement, as the case
may be:




		
	 	          (1)     a certificate, dated such date, signed on behalf of the Company
and each Guarantor by (x) two senior officers and (y) a principal
financial or accounting officer of the Company and such Guarantor,
confirming, as of the date thereof, the matters set forth in Sections
7(f) and (g) of the Purchase Agreement and such other similar matters as
such Holders 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 Section 7 (a) of the Purchase Agreement and such
other matters as such Holder may reasonably request, and in any event
including a representation 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 and has 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



 






 


14





		
	 	the case of the Exchange Offer Registration Statement, as of the
date of Consummation of the Exchange Offer, 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, in the
light of the circumstances under which they were made, 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 Consummation of
the Exchange Offer, or as of the date of effectiveness of the Shelf
Registration Statement, as the case may be, from the Company’s
independent accountants, in the customary form and covering matters of
the type customarily covered in comfort letters to underwriters in
connection with underwritten offerings, and affirming the matters set
forth in the comfort letters delivered pursuant to Section 7(c) of the
Purchase Agreement; and




		
	 	          (B)     deliver such other documents and certificates as may be
reasonably requested by the selling Holders to evidence compliance with
the matters covered in clause (A) above and with any customary conditions
contained in any agreement entered into by the Company and the Guarantors
pursuant to this clause (ix);



                              (x)     prior to any public offering of Transfer Restricted Securities,
cooperate with the selling Holders and their counsel in connection with the
registration and qualification of the Transfer Restricted Securities under the
securities or Blue Sky laws of such jurisdictions as the selling Holders may
request and do any and all other acts or things reasonably necessary or
advisable to enable the disposition in such jurisdictions of the Transfer
Restricted Securities covered by the applicable Registration Statement;
provided, however, that neither the Company nor any Guarantor shall be required
to register or qualify as a foreign corporation where it is not now 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 now so subject;
and



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



                      (e)     Restrictions on Holders. Each Holder’s acquisition of a Transfer
Restricted Security constitutes such Holder’s agreement that, upon receipt of
the notice referred to in Section 6(d)(i)(C) or any notice from the Company of
the existence of any fact of the kind described in Section 6(d)(i)(D) hereof
(in each case, a “Suspension Notice”), such Holder will forthwith discontinue
disposition of Transfer Restricted Securities pursuant to the applicable
Registration Statement until (i) such Holder has received copies of the
supplemented or amended Prospectus contemplated by Section 6(d)(ii) hereof, or
(ii) such Holder is advised in writing by


 






 



15

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 (in each case, the
“Recommencement Date”). Each
Holder receiving a Suspension Notice shall be required to either (I) destroy
any Prospectuses, other than permanent file copies, then in such Holder’s
possession that have been replaced by the Company with a more recently dated
Prospectus or (II) deliver to the Company (at the Company’s expense) all
copies, other than permanent file copies, then in such Holder’s possession of
the Prospectuses covering such Transfer Restricted Securities that was current
at the time of receipt of the Suspension 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 a number of days equal to the
number of days in the period from and including the date of delivery of the
Suspension Notice to the date of delivery of the Recommencement Date.


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, regardless
of whether a Registration Statement becomes effective, including without
limitation: (i) all registration and filing fees and expenses; (ii) all fees
and expenses of compliance with federal securities and state Blue Sky or
securities laws; (iii) all expenses of printing (including certificates for the
Exchange Notes 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 one counsel for
the Holders of Transfer Restricted Securities (which shall be Simpson Thacher &
Bartlett or such other counsel as may be selected by a majority of such
Holders); (v) all application and filing fees in connection with listing the
Exchange Notes on a national securities exchange or automated quotation system
pursuant to the requirements hereof; 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).



          The Company will, in any event, bear its and the Guarantors’ 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
will reimburse the Initial Purchasers and the Holders of Transfer Restricted
Securities who are tendering Notes into in the Exchange Offer and/or selling or
reselling Notes or Exchange Notes pursuant to the “Plan of Distribution”
contained in the Exchange Offer Registration Statement or the Shelf
Registration Statement, as applicable, for the reasonable fees and
disbursements of not more than one counsel (who shall be Simpson Thacher &
Bartlett LLP unless another firm shall be chosen by the Holders of a majority
in principal amount of the Transfer Restricted Securities for whose benefit
such Registration Statement is being prepared).


 






 


16


SECTION 8. INDEMNIFICATION



          (a)     The Company and the Guarantors agree, jointly and severally, to
indemnify and hold harmless each Holder, its directors, officers and each
Person, if any, who controls such Holder (within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act), to the fullest extent lawful from
and against any and all losses, claims, damages, liabilities or judgments
(including without limitation, any reasonable legal or other expenses incurred
in connection with investigating or defending any matter, including any action
that could give rise to any such losses, claims, damages, liabilities or
judgments) caused by any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement, preliminary prospectus
or Prospectus (or any amendment or supplement thereto) provided by the Company
to any Holder or any prospective purchaser of Exchange Notes or registered
Notes, or caused by any omission alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, except insofar as such losses, claims, damages, liabilities or
judgments are caused by an untrue statement or omission or alleged untrue
statement or omission that is based upon information relating to any of the
Holders furnished in writing to the Company by any of the Holders.



          (b)     By its acquisition of Transfer Restricted Securities, each Holder of
Transfer Restricted Securities agrees, severally and not jointly, to indemnify
and hold harmless the Company and the Guarantors, and their respective
directors and officers, and each person, if any, who controls (within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Company
or the Guarantors to the same extent as the foregoing indemnity from the
Company and the Guarantors set forth in Section 8(a) hereof, but only with
reference to information relating to such Holder furnished in writing to the
Company by such Holder expressly for use in any Registration Statement or in
any amendment or supplement thereto. In no event shall any Holder, its
directors, officers or any Person who controls such Holder be liable or
responsible for any amount in excess of the amount by which the total amount
received by such Holder with respect to its sale of Transfer Restricted
Securities pursuant to a Registration Statement exceeds (i) the amount paid by
such Holder for such Transfer Restricted Securities and (ii) the amount of any
damages that such Holder, its directors, officers or any Person who controls
such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.



          (c)     In case any action shall be commenced involving any Person in respect
of which indemnity may be sought pursuant to Section 8(a) or (b) hereof (the
“indemnified party”), the indemnified party shall promptly notify the Person
against whom such indemnity may be sought (the
“indemnifying person”) in
writing and the indemnifying party shall assume the defense of such action,
including the employment of counsel reasonably satisfactory to the indemnified
party and the payment of all fees and expenses of such counsel, as incurred
(except that in the case of any action in respect of which indemnity may be
sought pursuant to both Sections 8(a) and (b) hereof, a Holder shall not be
required to assume the defense of such action pursuant to this Section 8(c),
but may employ separate counsel and participate in the defense thereof, but the
fees and expenses of such counsel, except as provided below, shall be at the
expense of the Holder). Any indemnified party shall have the right to employ
separate counsel in any such action and participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of the
indemnified party unless (i) the employment of such


 







 


17


counsel shall have been specifically authorized in writing by the
indemnifying party, (ii) the indemnifying party shall have failed to assume the
defense of such action or employ counsel reasonably satisfactory to the
indemnified party or (iii) the named parties to any such action (including any
impleaded parties) include both the indemnified party and the indemnifying
party, and the indemnified party shall have been advised by such counsel that
there may be one or more legal defenses available to it which are different
from or additional to those available to the indemnifying party (in which case
the indemnifying party shall not have the right to assume the defense of such
action on behalf of the indemnified party). In any such case, the indemnifying
party shall not, in connection with any one action or separate but
substantially similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances, be liable for the fees and
expenses of more than one separate firm of attorneys (in addition to any local
counsel) for all indemnified parties and all such fees and expenses shall be
reimbursed as they are incurred. Such firm shall be designated in writing by a
majority of the Holders, in the case of the parties indemnified, pursuant to
Section 8(a) hereof, and by the Company and the Guarantors, in the case of
parties indemnified, pursuant to Section 8(b) hereof. The indemnifying party
shall indemnify and hold harmless the indemnified party from and against any
and all losses, claims, damages, liabilities and judgments by reason of any
settlement of any action (A) effected with its written consent or (B) effected
without its written consent if the settlement is entered into more than 20
business days after the indemnifying party shall have received a request from
the indemnified party for reimbursement for the fees and expenses of counsel
(in any case where such fees and expenses are at the expense of the
indemnifying party) and, prior to the date of such settlement, the indemnifying
party shall have failed to comply with such reimbursement request. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement or compromise of, or consent to the entry of
judgment with respect to, any pending or threatened action in respect of which
the indemnified party is or could have been a party and indemnity or
contribution may be or could have been sought hereunder by the indemnified
party, unless such settlement, compromise or judgment (I) includes an
unconditional release of the indemnified party from all liability on claims
that are or could have been the subject matter of such action 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 the indemnified party.


          (d)     To the extent that the indemnification provided for in this Section 8
is unavailable to an indemnified party in respect of any losses, claims,
damages, liabilities or judgments referred to therein, then each 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 judgments (i) 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 their
initial sale of Transfer Restricted Securities (or in the case of Exchange
Notes that are Transfer Restricted Securities, the sale of the Notes for which
such Exchange Notes were exchanged) or (ii) if the allocation provided by
clause 8(d)(i) above is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in such
clause 8(d)(i) but also the relative fault of the Company and the Guarantors,
on the one hand, and of the Holder, on the other hand, in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or judgments, as well as any other relevant equitable
considerations. The relative fault of the Company and the Guarantors, on the
one hand, and of the Holder, on the other hand, shall be determined by
reference to, among other things, whether the untrue or alleged untrue


 






 


18


statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or such
Guarantor, on the one hand, or by the Holder, on the other hand, and the
parties’ relative intent, 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 judgments
referred to above shall be deemed to include, subject to the limitations set
forth in Section 8(c) 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, by its acquisition of Transfer Restricted
Securities, each Holder agree that it would not be just and equitable if
contribution pursuant to this Section 8(d) 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 judgments 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 matter, including any
action that could have given rise to such losses, claims, damages, liabilities
or judgments. Notwithstanding the provisions of this Section 8, no Holder, its
directors, its officers or any Person, if any, who controls such Holder shall
be required to contribute, in the aggregate, any amount in excess of the amount
by which the total received by such Holder with respect to the sale of Transfer
Restricted Securities pursuant to a Registration Statement exceeds (i) the
amount paid by such Holder for such Transfer Restricted Securities and (ii) 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 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(d) are several in
proportion to the respective principal amount of Transfer Restricted Securities
held by each Holder hereunder and not joint.



SECTION 9. RULE 144A AND RULE 144



          The Company and each Guarantor agrees with each Holder, for so long as any
Transfer Restricted Securities remain outstanding and during any period in
which the Company or such Guarantor (a) is not subject to Section 13 or 15(d)
of the Exchange Act, to make available, upon request of any Holder or
beneficial owner of Transfer Restricted Securities in connection with any sale
thereof and any prospective purchaser of such Transfer Restricted Securities
designated by such Holder or beneficial owner, the information required by Rule
144A(d)(4) under the Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A, and (b) is subject to Section 13 or 15(d) of
the Exchange Act, to use its reasonable best efforts to make all filings
required thereby in a timely manner in order to permit resales of such Transfer
Restricted Securities pursuant to Rule 144.


 






 


19


SECTION 10. FUTURE SUBSIDIARY GUARANTEES



          If, prior to the Consummation of the Exchange Offer or prior to the
effectiveness of the Shelf Registration Statement, as the case may be, any
subsidiary of the Company executes a Subsidiary Guarantee in accordance with
the terms and provisions of the Indenture, the Company shall cause such
subsidiary to execute and deliver to the parties hereto a counterpart signature
page to this Agreement and such subsidiary shall be bound by all the provisions
of this Agreement as a “Guarantor.”



SECTION 11. MISCELLANEOUS



          (a)     Remedies. The Company and the Guarantors acknowledge and agree that
monetary damages (including the liquidated damages contemplated by Section 5
hereof) would not be adequate compensation for any loss incurred by reason of a
breach by the Company or the Guarantors of the provisions of this Agreement and
the Company and the Guarantors hereby agree to waive the defense in any action
for specific performance that a remedy at law would be adequate; provided that
the liquidated damages contemplated by Section 5 hereof shall be the exclusive
remedy for any such breach of Section 3 or 4 of this Agreement.



          (b)     No Inconsistent Agreements. The Company and the Guarantors will not,
on or after the date of this Agreement, enter into any agreement with respect
to their respective securities that is inconsistent with the rights granted to
the Holders in this Agreement or otherwise conflicts with the provisions
hereof. The Company and the Guarantors have not previously entered into any
agreement granting any registration rights with respect to their respective
securities to any Person that would require such securities to be included in
any Registration Statement filed hereunder. 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 and the Guarantors’ securities
under any agreement in effect on the date hereof.



          (c)     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 (i) in the case of Section 5
hereof and this Section 11(c)(i), the Company has obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of
Transfer Restricted Securities (excluding Transfer Restricted Securities held
by the Company or its Affiliates). Notwithstanding the foregoing, a waiver of
or consent to departure from the provisions hereof that relates exclusively to
the rights of Holders whose Transfer Restricted Securities are being tendered
pursuant to the Exchange Offer, and that does not affect directly or indirectly
the rights of other Holders whose Transfer Restricted 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
subject to such Exchange Offer.



          (d)     Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company and the
Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and
shall have the right to enforce such agreements


 






 


20


directly to the extent they may deem such enforcement necessary or
advisable to protect their rights hereunder.


          (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), telecopier, or air courier
guaranteeing overnight delivery:



               (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 or any of the Guarantors:
	 	 	 
	 	 	
United Components, Inc.

301 Industrial Drive

Albion, Illinois 62806

Attention: Bruce M. Zorich

Facsimile: (618) 456-2260



          All such notices and communications shall be deemed to have been duly
given at the time delivered by hand; when receipt is 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; provided that nothing herein shall be deemed to permit any
assignment, transfer or other disposition of Transfer Restricted Securities in
violation of the terms hereof or of the Purchase Agreement or the Indenture.
If any transferee of any Holder shall acquire Transfer Restricted Securities in
any manner, whether by operation of law or otherwise, such Transfer Restricted
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Transfer Restricted 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, including the restrictions on resale
set forth in this Agreement and, if applicable, the Purchase Agreement, and
such Person shall be entitled to receive the benefits hereof.



          (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.


 






 


21


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



               (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 with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject
matter.

 






 



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




	 	 	 	 	 
	 	 	UNITED COMPONENTS, INC.
	 	 	 	 	 
	 	 	
By: /s/ John Ritter	 	 
	 	 	 	

	 	 	
Name: John Ritter

Title: Chief Financial Officer	 	 
	 	 	 	 	 
	 	 	MID-SOUTH MFG., INC.
	 	 	 	 	 
	 	 	
By: /s/ John Ritter	 	 
	 	 	 	

	 	 	
Name: John Ritter

Title: Vice President, Secretary and Treasurer	 	 
	 	 	 	 	 
	 	 	AIRTEX PRODUCTS, LLC
	 	 	 	 	 
	 	 	
By: /s/ John Ritter	 	 
	 	 	 	

	 	 	
Name: John Ritter

Title: Vice President, Secretary and Treasurer	 	 
	 	 	 	 	 
	 	 	CHAMPION LABORATORIES, INC.
	 	 	 	 	 
	 	 	
By: /s/ John Ritter	 	 
	 	 	 	

	 	 	
Name: John Ritter

Title: Vice President, Secretary and Treasurer	 	 
	 	 	 	 	 
	 	 	UCI-AIRTEX HOLDINGS, INC.
	 	 	 	 	 
	 	 	
By: /s/ John Ritter	 	 
	 	 	 	

	 	 	
Name: John Ritter

Title: Vice President, Secretary and Treasurer	 	 



 






 




	 	 	 	 	 
	 	 	UCI INVESTMENTS, L.L.C.
	 	 	 	 	 
	 	 	
By: /s/ John Ritter	 	 
	 	 	 	

	 	 	
Name: John Ritter

Title: Vice President, Secretary and Treasurer	 	 
	 	 	 	 	 
	 	 	AIRTEX PRODUCTS, INC.
	 	 	 	 	 
	 	 	
By: /s/ John Ritter	 	 
	 	 	 	

	 	 	
Name: John Ritter

Title: Vice President, Secretary and Treasurer	 	 
	 	 	 	 	 
	 	 	CHEFFORD MASTER MANUFACTURING CO.
	 	 	 	 	 
	 	 	
By: /s/ John Ritter	 	 
	 	 	 	

	 	 	
Name: John Ritter

Title: Vice President, Secretary and Treasurer	 	 
	 	 	 	 	 
	 	 	PEE CEE MANUFACTURING CO., INC.
	 	 	 	 	 
	 	 	
By: /s/ John Ritter	 	 
	 	 	 	

	 	 	
Name: John Ritter

Title: Vice President, Secretary and Treasurer	 	 
	 	 	 	 	 
	 	 	FUEL FILTER TECHNOLOGIES, INC.
	 	 	 	 	 
	 	 	
By: /s/ John Ritter	 	 
	 	 	 	

	 	 	
Name: John Ritter

Title: Vice President, Secretary and Treasurer	 	 



 






 




	 	 	 	 	 
	 	 	PIONEER, INC.
	 	 	 	 	 
	 	 	
By: /s/ John Ritter	 	 
	 	 	 	

	 	 	
Name: John Ritter

Title: Vice President, Secretary and Treasurer	 	 
	 	 	 	 	 
	 	 	NEAPCO, INC.
	 	 	 	 	 
	 	 	
By: /s/ John Ritter	 	 
	 	 	 	

	 	 	
Name: John Ritter

Title: Vice President, Secretary and Treasurer	 	 
	 	 	 	 	 
	 	 	WELLS MANUFACTURING CORP.
	 	 	 	 	 
	 	 	
By: /s/ John Ritter	 	 
	 	 	 	

	 	 	
Name: John Ritter

Title: Vice President, Secretary and Treasurer	 	 



LEHMAN BROTHERS INC.

J.P. MORGAN SECURITIES INC.

ABN AMRO INCORPORATED

CREDIT LYONNAIS SECURITIES (USA) INC.




	 	 	 
	By	 	
LEHMAN BROTHERS INC.,
	 	 	
     AS AUTHORIZED REPRESENTATIVE




	 	 	 
	By: /s/ Stephen Sleigh	 	 
	 	 	


	Name: Stephen Sleigh

Title: Managing Director	 	 



 






 


Schedule A



Guarantors



Mid-South Mfg., Inc.

Airtex Products, LLC

Champion Laboratories, Inc.

UCI-Airtex Holdings, Inc.

UCI Investments, L.L.C.

Airtex Products, Inc.

Chefford Master Manufacturing Co.

Pee Cee Manufacturing Co., Inc.

Fuel Filter Technologies, Inc.

Pioneer, Inc.

Neapco, Inc.

Wells Manufacturing Corp.