Exhibit 4.5


 


EXECUTION VERSION


 






 


Registration Rights Agreement


 


Dated as of July 29, 2009


 


by and among


 


FREEDOM GROUP, INC.


 


and


 


the Subsidiary Guarantors listed on the Signature pages hereof,


 


on the one hand,


 


and


 


Banc of America Securities LLC,

Deutsche Bank Securities Inc.,

Wells Fargo Securities, LLC


 


and


 


the other Initial Purchasers,


 


on the other hand


 






 

















 


REGISTRATION
RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into on July 29, 2009
(the “Closing Date”),
by and among FREEDOM GROUP, INC., a Delaware corporation (the “Company”),  and the
subsidiary guarantors listed on the signature page of this Agreement (the “Subsidiary Guarantors”),  on the one
hand, and Banc of America Securities LLC, Deutsche Bank Securities Inc. and
Wells Fargo Securities, LLC, on behalf of themselves and as representatives of
each of the other Initial Purchasers named in Schedule A hereto
(collectively, the “Initial Purchasers”),  on the other hand.


 


This Agreement is made pursuant to that certain
Purchase Agreement, dated July 15, 2009 by and among the Company, the
Subsidiary Guarantors and the Initial Purchasers (the “Purchase
Agreement”),  which provides
for the sale by the Company to the Initial Purchasers of an aggregate of $200,000,000
in principal amount of the Company’s 101/4% Senior Secured Notes due 2015 (the “Notes”), which are guaranteed by the Subsidiary
Guarantors.  In order to induce the
Initial Purchasers to enter into the Purchase Agreement, the Company and the Subsidiary
Guarantors have agreed to provide to the Initial Purchasers and their direct
and indirect transferees the registration rights set forth in this
Agreement.  The execution of this
Agreement is a condition to the closing under the Purchase Agreement.


 


NOW, THEREFORE, in consideration of the foregoing premises
and the mutual promises contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, the
parties hereto covenant and agree as follows:


 


1.             Definitions.


 


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


 


“1933 Act”  shall mean the Securities Act of 1933, as amended from time
to time.


 


“1934 Act”  shall mean the Securities Exchange Act of 1934, as amended
from time to time.


 


“Additional Guarantor”  shall mean any subsidiary of the Company that executes a Subsidiary
Guarantee under the Indenture after the date of this Agreement.


 


“Additional Interest”  shall have the meaning set forth in Section 2.5(a) hereof.


 


“Automatic Shelf
Registration Statement”  shall mean an “automatic
shelf registration statement” as that term is defined in Rule 405, as
amended, under the 1933 Act.


 


“Business Day”  shall mean any day that is not a Saturday, Sunday or other day
on which commercial banks in New York City are authorized or required by law to
remain closed.


 


“Closing”  shall mean the Closing Date as defined in the Purchase
Agreement.


 

















 


“Company” shall
have the meaning set forth in the preamble and shall also include the Company’s
successors.


 


“Depositary”  shall mean The Depository Trust Company, or any other
depositary appointed by the Company, provided, however, that such
depositary must have an address in the Borough of Manhattan, in the City of New
York.


 


“Effectiveness Period”  shall have the meaning set forth in Section 2.2(b).


 


“Event Date”  shall have the meaning set forth in Section 2.5(b).


 


“Exchange Dates”  shall have the meaning set forth in Section 2.1.


 


“Exchange Notes”
shall mean the new notes to be exchanged for Transfer Restricted Notes, not
subject to restrictions on transfer in the United States.


 


“Exchange Offer”  shall mean the exchange offer by the Company and the
Subsidiary Guarantors of Exchange Notes for Transfer Restricted Notes pursuant
to Section 2.1 hereof.


 


“Exchange Offer
Registration”  shall mean a
registration under the 1933 Act effected pursuant to Section 2.1
hereof.


 


“Exchange Offer
Registration Statement”  shall mean an
exchange offer registration statement on Form S-4 (or, if applicable, on
another appropriate form), and all amendments and supplements to such
registration statement, including the Prospectus contained therein, all exhibits
thereto and all documents incorporated by reference therein.


 


“Free Writing Prospectus”  means each free writing prospectus (as defined in Rule 405
under the 1933 Act) prepared by or on behalf of the Company or used or referred
to by the Company in connection with the sale of the Notes or the Exchange
Notes.


 


“Freely Tradable”  shall mean, with respect to a Note, a Note that at any time
of determination (i) may be resold to the public in accordance with Rule 144
under the 1933 Act or any successor provision thereof (“Rule 144”) without
regard to volume, manner of sale or any other restrictions contained in Rule 144
(other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144
so long as such holding period requirement is satisfied at such time of determination),
(ii) does not bear any restrictive legends relating to the 1933 Act and (iii) does
not bear a restricted CUSIP number.


 


“Holder” shall
mean an Initial Purchaser, for so long as it owns any Transfer Restricted
Notes, and each of its successors, assigns and direct and indirect transferees
who become registered owners of Transfer Restricted Notes under the Indenture
and each Participating Broker-Dealer that holds Exchange Notes for so long as
such Participating Broker-Dealer is required to deliver a prospectus meeting
the requirements of the 1933 Act in connection with any resale of such Exchange
Notes.


 


2

















 


“Indenture”  shall mean the Indenture relating to the Notes, dated as of
July 29, 2009, among the Company, the Subsidiary Guarantors, and
Wilmington Trust, FSB, as trustee and collateral agent, as the same may be
amended, supplemented, waived or otherwise modified from time to time in accordance
with the terms thereof.


 


“Initial Purchaser”  or “Initial Purchasers”  shall have the meaning set forth in the preamble.


 


“Issuer Information”
shall have the meaning set forth in Section 4(a)(i).


 


“Majority Holders”
shall mean the Holders of a majority of the aggregate principal amount of
outstanding Transfer Restricted Notes; provided that whenever the
consent or approval of Holders of a specified percentage of Transfer Restricted
Notes is required hereunder, Transfer Restricted Notes held by the Company and
other obligors on the Notes or any Affiliate (as defined in the Indenture) of
the Company or any Subsidiary Guarantor shall be disregarded in determining
whether such consent or approval was given by the Holders of such required percentage
amount; provided, further, that if the Company shall issue any
additional Notes under the Indenture prior to consummation of the Exchange
Offer, or if applicable, prior to the effectiveness of any Shelf Registration
Statement or prior to the Transfer Restricted Notes otherwise becoming Freely
Tradable, such additional Notes and the Transfer Restricted Notes to which this
Agreement relates shall be treated together as one class for purposes of
determining whether the consent or approval of Holders of a specified
percentage of Transfer Restricted Notes has been obtained.


 


“Notes” shall
have the meaning set forth in the preamble hereof.


 


“Participating Broker-Dealer”  shall mean any of the Initial Purchasers and any other
broker-dealer which makes a market in the Notes and exchanges Transfer
Restricted Notes in the Exchange Offer for Exchange Notes.


 


“Person”  shall mean an individual, partnership (general or limited),
corporation, limited liability company, trust or unincorporated organization,
or a government or agency or political subdivision thereof.


 


“Prospectus”  shall mean the prospectus included in, or, pursuant to the rules and
regulations of the 1933 Act, deemed a part of, a Registration Statement,
including any preliminary prospectus, and any such prospectus as amended or
supplemented by any prospectus supplement, including any such prospectus
supplement with respect to the terms of the offering of any portion of the
Transfer Restricted Notes covered by a Shelf Registration Statement, and by all
other amendments and supplements to a prospectus, including post-effective amendments,
and in each case including all material incorporated by reference therein.


 


“Purchase Agreement”  shall have the meaning set forth in the preamble.


 


“Registration Default”  shall have the meaning set forth in Section 2.5(a).


 


3

















 


“Registration Expenses”  shall mean any and all expenses incident to performance of
or compliance by the Company and the Subsidiary Guarantors with this Agreement,
including without limitation: (i) all SEC, stock exchange or Financial
Industry Regulatory Authority (“FINRA”)
registration and filing fees, including, if applicable, the fees and expenses
of any “qualified independent underwriter” that is required to be retained by
any holder of Transfer Restricted Notes in accordance with the rules and
regulations of FINRA, (ii) all fees and expenses incurred in connection
with compliance with state securities or blue sky laws and compliance with the rules of
FINRA (including reasonable fees and disbursements of counsel for any underwriters
or Holders in connection with blue sky qualification of any of the Exchange
Notes or Transfer Restricted Notes and any filings with FINRA), (iii) all
expenses of any Persons in preparing or assisting in preparing, word processing,
printing and distributing any Registration Statement, any Prospectus, any
amendments or supplements thereto, any underwriting agreements, securities
sales agreements and other documents relating to the performance of and compliance
with this Agreement, (iv) all fees and expenses incurred in connection
with the listing, if any, of any of the Transfer Restricted Notes on any
securities exchange or exchanges, (v) all rating agency fees, (vi) the
fees and disbursements of counsel for the Company and the Subsidiary Guarantors
and of the independent public accountants of the Company and the Subsidiary Guarantors,
including the expenses of any special audits or “cold comfort” letters required
by or incident to such performance and compliance, and in the case of a Shelf
Registration Statement, the reasonable fees and disbursements of one counsel
for the Holders as a group (which counsel shall be selected by the Majority
Holders and which counsel may also be counsel for the Initial Purchasers), (vii) the
fees and expenses of the Trustee (including the reasonable fees and disbursements
of its counsel), and any escrow agent or custodian, (viii) all fees and
disbursements relating to the qualification of the Indenture under applicable
securities laws, and (ix) any fees and disbursements of the underwriters
customarily required to be paid by issuers or sellers of securities and the
fees and expenses of any special experts retained by the Company and the Subsidiary
Guarantors in connection with any Registration Statement, but excluding
underwriting discounts and commissions and transfer taxes, if any, relating to
the sale or disposition of Transfer Restricted Notes by a Holder.  Notwithstanding the foregoing, except as
specifically provided above, the Company and the Subsidiary Guarantors shall
not be responsible for the fees and expenses of the Initial Purchasers in connection
with the Exchange Offer, or the fees and expenses of counsel to the Initial
Purchasers in connection therewith.


 


“Registration Statement”  shall mean any registration statement of the Company and
the Subsidiary Guarantors which covers any of the Exchange Notes or Transfer
Restricted Notes pursuant to the provisions of this Agreement, and all
amendments and supplements to any such Registration Statement, including
post-effective amendments, in each case including the Prospectus contained
therein or deemed a part thereof, all exhibits thereto and all material incorporated
by reference therein.


 


“Registration Trigger Date”  means the fifth Business Day following the one year anniversary
of the date hereof.


 


“SEC” shall mean
the Securities and Exchange Commission or any successor agency or government
body performing the functions currently performed by the United States
Securities and Exchange Commission.


 


4

















 


“Shelf Registration”  shall mean a registration effected pursuant to Section 2.2.


 


“Shelf Registration
Statement”  shall mean a “shelf”
registration statement of the Company and the Subsidiary Guarantors pursuant to
the provisions of Section 2.2, including an Automatic Shelf
Registration Statement, if applicable, which covers all or a portion of the
Transfer Restricted Notes on an appropriate form under Rule 415 under the
1933 Act, or any similar rule that may be adopted by the SEC, and all
amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein or deemed a part thereof, all exhibits thereto and all material incorporated
by reference therein.


 


“Shelf Request”  shall have the meaning set forth in Section 2.2(a)(ii).


 


“Subsidiary Guarantees”  shall mean the guarantees of the Notes and the Exchange
Notes by the Subsidiary Guarantors under the Indenture.


 


“Subsidiary Guarantors”  shall have the meaning set forth in the preamble and shall
also include any Subsidiary Guarantor’s successors and any Additional
Guarantors.


 


“TIA” shall have
the meaning set forth in Section 2.1(d) hereof.


 


“Transfer Restricted Notes”
shall mean the Notes; provided, however, that the Notes shall
cease to be Transfer Restricted Notes on the earliest to occur of (i) the
date on which a Registration Statement with respect to such Notes has become
effective under the 1933 Act and such Notes have been exchanged or disposed of
pursuant to such Registration Statement, (ii) the date on which such Notes
cease to be outstanding under the Indenture or (iii) the date on which
such Notes are Freely Tradable.


 


“Trustee” shall
mean the trustee with respect to the Notes under the Indenture.


 


“Underwriter”  shall have the meaning set forth in Section 4(a).


 


“WKSI” shall
mean a “well-known seasoned issuer” as that term is defined in Rule 405,
as amended, under the 1933 Act.


 


2.             Registration Under the 1933 Act.


 


2.1           Exchange Offer.


 


(a)           To the extent not prohibited
by any applicable law or applicable interpretations of the staff of the SEC,
with respect to any Notes, if any, that on the Registration Trigger Date are
Transfer Restricted Notes, the Company and the Subsidiary Guarantors shall use
commercially reasonable efforts to (X) cause to be filed and to become
effective an Exchange Offer Registration Statement covering an offer to the
Holders to exchange all the Transfer Restricted Notes for Exchange Notes and (Y) have
such Registration Statement remain effective until 90 days after the last
Exchange Date for use by one or more Participating Broker Dealers if one or
more broker dealers notify the Company in writing that they anticipate that
they will be Participating Broker 


 


5





















 


Dealers. 
The Company and the Subsidiary Guarantors shall commence the Exchange
Offer promptly after the Exchange Offer Registration Statement is declared
effective by the SEC and use commercially reasonable efforts to complete the
Exchange Offer  not later than 45 days after
such effective date.


 


(b)           The Company and the
Subsidiary Guarantors shall, for the benefit of the Holders, at the Company’s
and Subsidiary Guarantors’ cost, commence the Exchange Offer, if any, by
mailing the related Prospectus, appropriate letters of transmittal and other
accompanying documents to each Holder stating, in addition to such other
disclosures as are required by applicable law, substantially the following:


 


(i)            that the
Exchange Offer is being made pursuant to this Agreement and that all Transfer
Restricted Notes validly tendered and not properly withdrawn will be accepted
for exchange;


 


(ii)           the dates of
acceptance for exchange (which shall be a period of at least 20 Business Days
from the date such notice is mailed) (the “Exchange Dates”);


 


(iii)          that any
Transfer Restricted Notes not tendered will remain outstanding and continue to
accrue interest but will not retain any rights under this Agreement, except as
otherwise specified herein;


 


(iv)          that any Holder
electing to have a Transfer Restricted Note exchanged pursuant to the Exchange
Offer will be required to (A) surrender such Transfer Restricted Note,
together with the appropriate letters of transmittal, to the institution and at
the address (located in the Borough of Manhattan, The City of New York) and in
the manner specified in the notice, or (B) effect such exchange otherwise
in compliance with the applicable procedures of the Depositary, in each case
prior to the close of business on the last Exchange Date; and


 


(v)           that any Holder
will be entitled to withdraw its election, not later than the close of business
on the last Exchange Date, by (A) sending to the institution and at the
address specified in the notice, a telegram, telex, facsimile transmission or
letter setting forth the name of such Holder, the principal amount of Transfer
Restricted Notes delivered for exchange and a statement that such Holder is
withdrawing its election to have such Transfer Restricted Notes exchanged or (B) effecting
such withdrawal in compliance with the applicable procedures of the Depositary.


 


(c)           Upon the effectiveness of
the Exchange Offer Registration Statement, if any, the Company and the
Subsidiary Guarantors shall promptly commence the Exchange Offer, it being the
objective of such Exchange Offer  to enable each
Holder eligible and electing to exchange Transfer Restricted Notes for Exchange
Notes (assuming that such Holder makes representations and warranties to the
Company that (a) it is not an affiliate of the Company within the meaning
of Rule 405 under the 1933 Act or, if an affiliate, such Holder will
comply with the registration and prospectus delivery requirements of the 1933
Act and will provide information to be included in a Shelf Registration
Statement in order to have its Exchange Notes included in such Shelf
Registration Statement, (b) any Exchange Notes to be received by it will
be acquired in the 


 


6





















 


ordinary course of its business, (c) if
such Holder is not a broker-dealer, that it is not engaged in, and does not
intend to engage in, the distribution of the Exchange Notes, (d) if such
Holder is a broker-dealer that will receive Exchange Notes for its own account
in exchange for Transfer Restricted Notes acquired as a result of market-making
or other trading activities, then such broker-dealer will deliver a prospectus
(or, to the extent permitted by law, make available a Prospectus) in connection
with any resale of such Exchange Notes, and (e) it has no arrangements or
understandings with any Person to participate in the distribution of the
Transfer Restricted Notes or the Exchange Notes) to transfer such Exchange
Notes from and after their receipt without any limitations or restrictions
under the 1933 Act and under state securities or blue sky laws.


 


(d)           The Exchange Notes, if any,
shall be issued under (i) the Indenture or (ii) an indenture
identical in all material respects to the Indenture and which, in either case,
has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), or is exempt from such qualification and shall
provide that the Exchange Notes shall not be subject to the transfer restrictions
set forth in the Indenture.  The Exchange
Notes and the Notes shall vote and consent together on all matters as one class
and none of the Exchange Notes or the Notes will have the right to vote or
consent as a separate class on any matter.


 


(e)           As soon as practicable after
the close of the Exchange Offer, the Company and the Subsidiary Guarantors
shall:


 


(i)            accept for
exchange all Transfer Restricted Notes duly tendered and not validly withdrawn
pursuant to the Exchange Offer in accordance with the terms of the Exchange
Offer Registration Statement and the letter of transmittal which shall be an exhibit
thereto;


 


(ii)           deliver to the
Trustee for cancellation all Transfer Restricted Notes so accepted for exchange;
and


 


(iii)          cause the
Trustee promptly to authenticate and deliver Exchange Notes to each Holder of
Transfer Restricted Notes so accepted for exchange in a principal amount equal
to the principal amount of the Transfer Restricted Notes of such Holder so
accepted for exchange.


 


(f)            Interest on each Exchange
Note, including Additional Interest, will accrue (a) from the later of (i) the
last date on which interest was paid on the Transfer Restricted Notes surrendered
in exchange therefor or (ii) if the Transfer Restricted Notes are
surrendered for exchange on a date in a period which includes the record date
for an interest payment date to occur on or after the date of such exchange and
as to which interest will be paid, the date of such interest payment date or (b) if
no interest has been paid on the Transfer Restricted Notes, from the date of
issuance.  If requested in writing the  Company shall
inform the Initial Purchasers of the names and addresses of the Holders to whom
the Exchange Offer is made, and the Initial Purchasers shall have the right,
but not the obligation, to contact such Holders and otherwise facilitate the
tender of Transfer Restricted Notes in the Exchange Offer.


 


(g)           The Company and the Subsidiary
Guarantors  shall use
commercially reasonable efforts to complete the Exchange Offer as provided
above and shall comply with the applicable 


 


7





















 


requirements of the 1933 Act, the 1934 Act
and other applicable laws and regulations in connection with the Exchange
Offer.  The Offer shall not be subject to
any conditions, other than (1) the Exchange Offer does not violate any
applicable law or applicable interpretations of the staff of the SEC, (2) no
action or proceeding shall have been instituted or threatened in any court or
by any governmental agency with respect to the Exchange Offer and (3) all
governmental approvals shall have been obtained that the Company deems
necessary for the consummation of the Exchange Offer.


 


2.2           Shelf Registration.


 


(a)           If,


 


(i)            the Company and
the Subsidiary Guarantors would otherwise be required to consummate an Exchange
Offer Registration pursuant to Section 2.1 but determine that such
Exchange Offer Registration is not available or the Exchange Offer may not be
completed as soon as practicable after the last Exchange Date because it would
violate any applicable law, SEC rules and regulations or any
interpretation of the staff of the SEC,


 


(ii)           the Exchange
Offer is not for any other reason completed by the 45th day following the date
the Exchange Offer Registration Statement is declared effective, or


 


(iii)          any Initial
Purchaser notifies the Company that it holds Transfer Restricted Notes that, in
the opinion of counsel for such Holder, are not Freely Tradable on the
Registration Trigger Date (a “Shelf Request”),


 


the Company and the Subsidiary Guarantors
shall promptly deliver to the Holders and the Trustee written notice thereof
and shall use commercially reasonable efforts to cause to be filed as soon as
practicable after such determination, date or Shelf Request, as the case may
be, a Shelf Registration Statement providing for the sale of all the Transfer
Restricted Notes by the Holders thereof and to have such Shelf Registration
Statement become effective by the 90th day following
such determination, date or Shelf Request.


 


(b)           In the event that the
Company and the Subsidiary Guarantors are required to file a Shelf Registration
Statement pursuant to a Shelf Request, the Company and the Subsidiary Guarantors
shall use commercially reasonable efforts to file and have become effective a
Shelf Registration Statement with respect to offers and sales of Transfer
Restricted Notes after the completion of the Exchange Offer and an Exchange
Offer Registration Statement if otherwise required pursuant to this
Agreement.  In the event that the Company
and the Subsidiary Guarantors are required to file a Shelf Registration
Statement, the Company and the Subsidiary Guarantors agree to use commercially
reasonable efforts to keep the Shelf Registration Statement continuously
effective, supplemented and amended (including through post-effective
amendments on Form S-3 if the Company is eligible to use such Form) until
the date that is one year from the date the Shelf Registration Statement is
declared effective or such shorter period ending when no Notes covered by such
Shelf Registration Statement constitute Transfer Restricted Notes (the “Effectiveness Period”).


 


8





















 


(c)           Notwithstanding any other
provisions hereof, the Company and the Subsidiary Guarantors shall use
commercially reasonable efforts to ensure that (i) any Shelf Registration
Statement and any amendment thereto and any Prospectus forming a part thereof
and any supplement thereto complies in all material respects with the 1933 Act
and the rules and regulations thereunder, (ii) any Shelf Registration
Statement and any amendment thereto does not, when it becomes effective,
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading and (iii) any Prospectus forming part of any Shelf Registration
Statement, and any supplement to such Prospectus (as amended or supplemented
from time to time), does not include an untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements, in
light of the circumstances under which they were made, not misleading.


 


(d)           The Company and the
Subsidiary Guarantors shall not permit any securities other than Transfer
Restricted Notes to be included in the Shelf Registration Statement; provided,
however, that if the offer and sale of the Transfer Restricted Notes is
registered pursuant to an Automatic Shelf Registration Statement, the foregoing
prohibition shall apply only to the supplement or amendment covering such
registration.  The Company and the
Subsidiary Guarantors agree, if necessary, to supplement or amend the Shelf
Registration Statement, as required by Section 3(b) below.


 


(e)           If the Company is obligated
to file a Shelf Registration Statement pursuant to this Section 2.2,
and at the time such obligation arises, the Company is a WKSI, then, in lieu of
filing such Shelf Registration Statement, the Company shall file an Automatic
Shelf Registration Statement or supplement or amend an existing Automatic Shelf
Registration Statement, as appropriate, to include the offer and sale of the
Transfer Restricted Notes by the Holders from time to time in accordance with
the methods of distribution elected by the Holders of a majority in aggregate
principal amount of Transfer Restricted Notes participating in such
registration and set forth in such Automatic Shelf Registration Statement (or
supplement or amendment thereto), within the time frame specified in this Section 2.2.


 


2.3           Expenses.  The Company and the Subsidiary Guarantors
shall pay all Registration Expenses in connection with the registration
pursuant to Sections 2.1 and 2.2. 
Each Holder shall pay all underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of such Holder’s
Transfer Restricted Notes pursuant to the Shelf Registration Statement.


 


2.4           Effectiveness.


 


(a)           The Company and the
Subsidiary Guarantors will be deemed not to have used commercially reasonable
efforts to cause the Exchange Offer Registration Statement or the Shelf
Registration Statement, as the case may be, to become, or to remain, effective during
the requisite period if either the Company or any Subsidiary Guarantor
voluntarily takes any action that would, or omits to take any action which
omission would, result in any such Registration Statement not being declared
effective, or in the Holders of Transfer Restricted Notes covered thereby not
being able to exchange or offer and sell such Transfer Restricted Notes during
that period as and to the extent contemplated hereby, unless such action is
required by applicable law, in each case other than under the circumstances
described in Sections 3(e)(iii), (iv), (v) or (vi) below.


 


9














 


(b)           Neither an Exchange Offer
Registration Statement pursuant to Section 2.1 hereof nor a Shelf
Registration Statement pursuant to Section 2.2 hereof, if not
otherwise effective upon filing with the SEC as provided by Rule 462, will
be deemed to have become effective unless it has been declared effective by the
SEC; provided, however, that if, after it becomes effective, the
offering of Transfer Restricted Notes pursuant to an Exchange Offer
Registration Statement or a Shelf Registration Statement is interfered with by
any stop order, injunction or other order or requirement of the SEC or any
other governmental agency or court, such Registration Statement will not be
effective during the period of such interference, until the offering of
Transfer Restricted Notes pursuant to such Registration Statement may legally
resume.


 


2.5           Additional Interest.


 


(a)           In the event that (i) an
Exchange Offer Registration Statement is required pursuant to Section 2.1
and (x) such Exchange Offer Registration Statement does not become
effective on or prior to the two year anniversary of the date hereof or (y) the
Exchange Offer is not completed within 45 days after the date on which the
Exchange Offer Registration Statement becomes effective, or (ii) a Shelf
Registration Statement is required in accordance with Section 2.2
and such Shelf Registration Statement (x) does not become effective on or
prior to the 90th day following (A) the date of such
determination, in the case of a Shelf Registration Statement required pursuant
to Section 2.2(a)(i), (B) such date, in the case of a Shelf
Registration Statement required pursuant to Section 2.2(a)(ii) (which
in no event shall be earlier than the date the Exchange Offer Registration
Statement is required to be declared effective pursuant to clause 2.5(a)(i)(x) above)
or (C) the date of such Shelf Request, in the case of a Shelf Registration
Statement required pursuant to Section 2.2(a)(iii), or (y) becomes
effective but ceases to be effective or the corresponding Prospectus ceases to
be usable at any time during the Effectiveness Period, and such failure to
remain effective or usable exists for more than 60 days (whether or not consecutive)
in any 12-month period (any event referred to in the foregoing clauses (i) or
(ii) a “Registration Default”),  then, in each case, the interest rate on the Transfer
Restricted Notes will be increased by (i) 0.25% per annum for the first
90-day period immediately following such Registration Default and (ii) an
additional 0.25% per annum with respect to each subsequent 90-day period, up to
a maximum of 1.00% per annum, in each case until the earlier of the date such
Registration Default is cured or the date on which no Notes constitute Transfer
Restricted Notes.  Any amounts payable
under this paragraph shall also be deemed “Additional Interest”  for purposes of this Agreement.


 


(b)           The Company shall notify the
Trustee within three business days after each and every date on which an event
occurs in respect of which Additional Interest is required to be paid (an “Event Date”).  Any
Additional Interest due shall be payable on each interest payment date to the
Holder of Notes with respect to which Additional Interest is due and
owing.  Each obligation to pay Additional
Interest shall be deemed to accrue from and including the day following the
applicable Event Date.


 


3.             Registration Procedures.


 


In connection with the obligations of the Company
and the Subsidiary Guarantors with respect to Registration Statements pursuant
to Sections 2.1 and 2.2 hereof, the Company and the Subsidiary
Guarantors shall:


 


10

















 


(a)           prepare and file with the
SEC a Registration Statement, within the relevant time periods specified in Section 2,
on the appropriate form under the 1933 Act and the rules promulgated
thereunder, which form (i) shall be selected by the Company, (ii) shall,
in the case of a Shelf Registration, be available for the sale of the Transfer
Restricted Notes by the selling Holders thereof, (iii) shall comply as to
form in all material respects with the requirements of the applicable form and
include or incorporate by reference all financial statements required by the
SEC to be filed therewith or incorporated by reference therein and (iv) shall
comply in all respects with the requirements of Regulation S-T under the 1933
Act, and use commercially reasonable efforts to cause such Registration
Statement to become effective and remain effective for the applicable period in
accordance with Section 2 hereof,


 


(b)           prepare and file with the
SEC such amendments and post-effective amendments to each Registration
Statement as may be necessary under applicable law to keep such Registration
Statement effective for the applicable period; and cause each Prospectus to be
supplemented by any required prospectus supplement, and as so supplemented to
be filed pursuant to Rule 424 (or any similar provision then in force)
under the 1933 Act and comply with the provisions of the 1933 Act, the 1934 Act
and the rules and regulations thereunder applicable to them with respect
to the disposition of all securities covered by each Registration Statement
during the applicable period in accordance with the intended method or methods
of distribution by the selling Holders thereof (including sales by any Participating
Broker-Dealer); and keep each Prospectus current during the period described in
Section 4(3) of and Rule 174 under the 1933 Act that is
applicable to transactions by brokers or dealers with respect to the Transfer
Restricted Notes or Exchange Notes;


 


(c)           in the case of a Shelf
Registration, (i) notify each Holder of Transfer Restricted Notes to be
covered thereby, at least five business days prior to filing, that a Shelf Registration
Statement (except in the case of an Automatic Shelf Registration Statement, in
which case at least five business days prior to the inclusion of information
regarding selling security holders in the Prospectus forming a part of such
Automatic Shelf Registration Statement) with respect to such Transfer
Restricted Notes is being filed and advising such Holders that the distribution
of such Transfer Restricted Notes will be made in accordance with the method
selected by a majority in aggregate principal amount of the Holders of Transfer
Restricted Notes participating in the Shelf Registration; (ii) furnish to
each Holder of Transfer Restricted Notes to be covered thereby and to each
underwriter of an underwritten offering of Transfer Restricted Notes, if any,
without charge, as many copies of each Prospectus, including each preliminary
Prospectus, and any amendment or supplement thereto and such other documents as
such Holder or underwriter may reasonably request, including financial
statements and schedules and, if the Holder so requests, all exhibits in order
to facilitate the public sale or other disposition of the Transfer Restricted
Notes; and (iii) do hereby consent to the use of the Prospectus or any
amendment or supplement thereto by each of the selling Holders of Transfer
Restricted Notes in connection with the offering and sale of the Transfer
Restricted Notes covered by the Prospectus or any amendment or supplement
thereto;


 


11

















 


(d)           use commercially reasonable
efforts to register or qualify the Transfer Restricted Notes under all
applicable state securities or “blue sky” laws of such jurisdictions as any
Holder of Transfer Restricted Notes covered by a Registration Statement and
each underwriter of an underwritten offering of Transfer Restricted Notes shall
reasonably request by the time the applicable Registration Statement is
declared effective by the SEC, cooperate with such Holders in connection with
any filings required to be made with FINRA, and do any and all other acts and
things which may be reasonably necessary or advisable to enable each such
Holder and underwriter to consummate the disposition in each such jurisdiction
of such Transfer Restricted Notes owned by such Holder; provided, however,
that the Company and the Subsidiary Guarantors shall not be required to (i) qualify
as a foreign corporation or as a dealer in securities in any jurisdiction where
they would not otherwise be required to qualify but for this Section 3(d),
or (ii) take any action which would subject them to general service of
process or taxation in any such jurisdiction where they are not then so subject;


 


(e)           notify promptly each Holder
of Transfer Restricted Notes under a Shelf Registration or any Participating
Broker-Dealer who has notified the Company that it is utilizing the Exchange Offer
Registration Statement as provided in clause (f) below and, if
requested by such Holder or Participating Broker-Dealer, confirm such advice in
writing promptly (i) when a Registration Statement has become effective
and when any post-effective amendments and supplements to a Registration
Statement have become effective, (ii) of any request by the SEC or any
state securities authority for post-effective amendments and supplements to a
Registration Statement and Prospectus or for additional information after the
Registration Statement has become effective, (iii) of the issuance by the
SEC or any state securities authority of any stop order suspending the effectiveness
of a Registration Statement or the initiation of any proceedings for that
purpose, including the receipt by the Company of any notice of objection of the
SEC to the use of a Shelf Registration Statement or any post-effective
amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act, (iv) in
the case of a Shelf Registration, if, between the effective date of a
Registration Statement and the closing of any sale of Transfer Restricted Notes
covered thereby, the representations and warranties of the Company and the Subsidiary
Guarantors contained in any underwriting agreement, securities sales agreement
or other similar agreement, if any, relating to the offering cease to be true
and correct in all material respects, (v) of the happening of any event or
the discovery of any facts during the period a Shelf Registration Statement is
effective which makes any statement made in such Registration Statement or the
related Prospectus untrue in any material respect or which requires the making
of any changes in such Registration Statement or Prospectus in order to make
the statements therein not misleading, (vi) of the receipt by the Company
of any notification with respect to the suspension of the qualification of the
Transfer Restricted Notes or the Exchange Notes, as the case may be, for sale
in any jurisdiction or the initiation or threatening of any proceeding for such
purpose and (vii) of any determination by the Company that a
post-effective amendment to such Registration Statement would be appropriate;


 


(f)            in the case of the Exchange
Offer Registration Statement (i) include in the Exchange Offer
Registration Statement a section entitled “Plan of Distribution” which 


 


12

















 


section
shall be in customary form, and which shall contain a summary statement of the
positions taken or policies made by the staff of the SEC with respect to the
potential “underwriter” status of any broker-dealer that holds Transfer
Restricted Notes acquired for its own account as a result of market-making
activities or other trading activities and that will be the beneficial owner
(as defined in Rule 13d-3 under the 1934 Act) of Exchange Notes to be
received by such broker-dealer in the Exchange Offer, whether such positions or
policies have been publicly disseminated by the staff of the SEC or such
positions or policies, represent the prevailing views of the staff of the SEC,
including a statement that any such broker dealer who receives Exchange Notes
for Transfer Restricted Notes pursuant to the Exchange Offer may be deemed a
statutory underwriter and must deliver a prospectus meeting the requirements of
the 1933 Act in connection with any resale of such Exchange Notes, (ii) furnish
to each Participating Broker-Dealer who has delivered to the Company the notice
referred to in Section 3(e), without charge, as many copies of each
Prospectus included in the Exchange Offer Registration Statement, including any
preliminary prospectus, and any amendment or supplement thereto, as such
Participating Broker Dealer may reasonably request, (iii) do hereby
consent to the use of the Prospectus forming part of the Exchange Offer
Registration Statement or any amendment or supplement thereto, by any Person
subject to the prospectus delivery requirements of the SEC, including all
Participating Broker-Dealers, in connection with the sale or transfer of the
Exchange Notes covered by the Prospectus or any amendment or supplement
thereto, and (iv) include in the transmittal letter or similar
documentation to be executed by an exchange offeree in order to participate in
the Exchange Offer (x) the following provision:


 


“If
the exchange offeree is a broker-dealer holding Transfer Restricted Notes acquired
for its own account as a result of market-making activities or other trading
activities, it will deliver a prospectus meeting the requirements of the 1933
Act in connection with any resale of Exchange Notes received in respect of such
Transfer Restricted Notes pursuant to the Exchange Offer;” and


 


(y) a statement to the effect that by a
broker-dealer’s making the acknowledgment described in clause (x) and
by delivering a Prospectus in connection with the exchange of Transfer
Restricted Notes, the broker-dealer will not be deemed to admit that it is an underwriter
within the meaning of the 1933 Act;


 


(g)           use commercially reasonable
efforts to obtain the withdrawal of any order suspending the effectiveness of a
Registration Statement at the earliest practicable moment, and, in the case of
a Shelf Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2),
including by filing an amendment to such Shelf Registration Statement on the
proper form, at the earliest possible moment and provide immediate notice to
each Holder of the withdrawal of any such order or such resolution;


 


(h)           in the case of a Shelf
Registration, if requested in writing, furnish to each Holder of Transfer
Restricted Notes, and each underwriter, if any, without charge, at least one
conformed copy of each Registration Statement and any post-effective amendment 


 


13

















 


thereto,
including financial statements and schedules (without documents incorporated
therein by reference and all exhibits thereto, unless requested);


 


(i)            in the case of a Shelf
Registration, cooperate with the selling Holders of Transfer Restricted Notes
to facilitate the timely preparation and delivery of certificates representing
Transfer Restricted Notes to be sold and not bearing any restrictive legends;
and enable such Transfer Restricted Notes to be in such denominations
(consistent with the provisions of the Indenture) and registered in such names
as the selling Holders or the underwriters, if any, may reasonably request at
least three business days prior to the closing of any sale of Transfer
Restricted Notes;


 


(j)            in the case of a Shelf
Registration, upon the occurrence of any event or the discovery of any facts,
each as contemplated by Sections 3(e)(v) and 3(e)(vi) hereof,
as promptly as practicable after the occurrence of such an event, use
commercially reasonable efforts to prepare and file with the SEC a supplement
or post-effective amendment to the Registration Statement or the related
Prospectus or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered to the purchasers of the
Transfer Restricted Notes or Participating Broker-Dealers, such Prospectus will
not contain at the time of such delivery any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading or
will remain so qualified;


 


(k)           in the case of a Shelf
Registration Statement, a reasonable time prior to the filing of any
Registration Statement, any Prospectus, any amendment to a Registration
Statement or amendment or supplement to a Prospectus or of any document that is
to be incorporated by reference into a Registration Statement or a Prospectus
after the initial filing of a Registration Statement, provide copies of such
document to the Initial Purchasers on behalf of such Holders; and make
representatives of the Company and the Subsidiary Guarantors as shall be
reasonably requested by the Holders of Transfer Restricted Notes, or the
Initial Purchasers on behalf of such Holders, available for discussion of such
document; and the Company and the Subsidiary Guarantors shall not, at any time
after initial filing of a Registration Statement, use or file any Prospectus,
any amendment of or supplement to a Registration Statement, or any document
that is to be incorporated by reference into a Registration Statement or a
Prospectus, of which the Initial Purchasers shall not have previously been
advised and furnished a copy or to which the Initial Purchasers shall object;


 


(l)            obtain a CUSIP number for
all Exchange Notes or Transfer Restricted Notes, as the case may be, not later
than the effective date of a Registration Statement, and provide the Trustee
with certificates for the Exchange Notes or the Transfer Restricted Notes, as
the case may be, in a form eligible for deposit with the Depositary;


 


(m)          (i) in the case of a
Shelf Registration, cause the indenture to be qualified under the TIA in
connection with the registration of the Transfer Restricted Notes, and, in the
case of an Exchange Offer Registration, cause or maintain, as the case may be,
the Indenture to be qualified under the TIA in connection with the registration
of the Exchange 


 


14

















 


Notes,
(ii) cooperate with the Trustee and the Holders to effect such changes to
the Indenture as may be required for the Indenture to be, or continue to be, so
qualified in accordance with the terms of the TIA and (iii) execute, and
use commercially reasonable efforts to cause the Trustee to execute, all
documents as may be required to effect such changes, and all other forms and
documents required to be filed with the SEC to enable the Indenture to be so
qualified in a timely manner;


 


(n)           in the case of a Shelf
Registration, enter into agreements (including underwriting agreements) and
take all other customary and appropriate actions in order to expedite or
facilitate the disposition of such Transfer Restricted Notes and if so
requested by the holders of such Transfer Restricted Notes and in such
connection whether or not an underwriting agreement is entered into and whether
or not the registration is an underwritten registration:


 


(i)            make such representations
and warranties to the Holders of such Transfer Restricted Notes and the
underwriters, if any, as the Company and the Subsidiary Guarantors are able to
make, in form, substance and scope as are customarily made by issuers to
underwriters in similar underwritten offerings as may be reasonably requested
by them;


 


(ii)           in connection with an
underwritten registration, obtain opinions of counsel to the Company and the
Subsidiary Guarantors and updates thereof (which counsel and opinions (in form,
scope and substance) shall be reasonably satisfactory to the managing
underwriters, if any, and the holders of a majority in principal amount of the
Transfer Restricted Notes being sold) addressed to each selling Holder and the
underwriters, if any, covering the matters customarily covered in opinions
requested in sales of securities or underwritten offerings and such other
matters as may be reasonably requested by such Holders and underwriters;


 


(iii)          in connection with an
underwritten registration, obtain “cold comfort” letters and updates thereof
from the Company’s and the Subsidiary Guarantor’s independent certified public
accountants (and, if necessary, any other independent certified public
accountants of any subsidiary of the Company or of any business acquired by the
Company for which financial statements are, or are required to be, included in
the Registration Statement) addressed to the underwriters, if any, and use
commercially reasonable efforts to have such letter addressed to the selling
Holders of Transfer Restricted Notes (to the extent consistent with Statement
on Auditing Standards No.  72 of the American Institute of Certified
Public Accountants), such letters to be in customary form and covering matters
of the type customarily covered in “cold comfort” letters to underwriters in
connection with similar underwritten offerings;


 


(iv)          enter into a securities
sales agreement with the Holders and an agent of the Holders providing for,
among other things, the appointment of such agent for the selling Holders for
the purpose of soliciting purchases of Transfer Restricted Notes, which
agreement shall be in form, substance and scope customary for similar offerings;


 


15

















 


(v)           if an underwriting agreement
is entered into, cause the same to set forth indemnification provisions and
procedures substantially equivalent to the indemnification provisions and
procedures set forth in Section 4 hereof with respect to the
underwriters and all other parties to be indemnified pursuant to said Section or,
at the request of any underwriters, in the form customarily provided to such
underwriters in similar types of transactions; and


 


(vi)          deliver such documents and
certificates as may be reasonably requested and as are customarily delivered in
similar offerings to the Holders of a majority in principal amount of the
Transfer Restricted Notes being sold and the managing underwriters, if any.


 


The
above shall be done at (i) the effectiveness of such Shelf Registration
Statement (and each post-effective amendment thereto) and (ii) each
closing under any underwriting or similar agreement as and to the extent required
thereunder;


 


(o)           in the case of a Shelf
Registration or if a Prospectus is required to be delivered by any
Participating Broker-Dealer in the case of an Exchange Offer, make available
for inspection by representatives of the Holders of the Transfer Restricted
Notes, any underwriters participating in any disposition pursuant to a Shelf
Registration Statement, any Participating Broker-Dealer and any counsel or
accountant retained by any of the foregoing, all non-confidential financial and
other records, pertinent corporate documents and properties of the Company or
any Subsidiary Guarantor reasonably requested by any such persons, and cause
the respective officers, directors, employees, and any other agents of the
Company and the Subsidiary Guarantors to supply all information reasonably
requested by any such representative, underwriter, special counsel or
accountant in connection with a Registration Statement, and make such
representatives of the Company and the Subsidiary Guarantors available for
discussion of such documents as shall be reasonably requested by such persons;


 


(p)           if so requested by the
Initial Purchasers, in the case of an Exchange Offer Registration Statement, a
reasonable time prior to filing of any Exchange Offer Registration Statement, any
Prospectus forming a part thereof, any amendment to an Exchange Offer
Registration Statement or amendment or supplement to such Prospectus, provide
copies of such document to the Initial Purchasers and to counsel to the Holders
of Transfer Restricted Notes; and


 


(q)           in the case of a Shelf
Registration, a reasonable time prior to filing any Shelf Registration
Statement, any Prospectus forming a part thereof, any amendment to such Shelf
Registration Statement or amendment or supplement to such Prospectus, provide
copies of such documents to the Initial Purchasers, if so requested, to the
Holders of Transfer Restricted Notes to be covered thereby, to counsel for such
Holders designated by them and to the underwriter or underwriters of an
underwritten offering of such Transfer Restricted Notes, if any, make such
changes in any such document prior to the filing thereof relating to such
Holders or such Transfer Restricted Notes as the counsel to the Holders or the
underwriter or underwriters reasonably request and not file any such document
in a form to which the holders of a majority in aggregate principal amount of 


 


16

















 


Transfer
Restricted Notes covered by such Shelf Registration Statement, counsel for such
Holders of the Transfer Restricted Notes covered by such Shelf Registration
Statement, or any underwriter shall not have previously been advised and
furnished a copy of or to which the Majority Holders of Transfer Restricted
Notes covered by such Shelf Registration Statement, counsel to such Holders of
Transfer Restricted Notes or any underwriter shall reasonably object, and make
the representatives of the Company and the Subsidiary Guarantors available for
discussion of such document as shall be reasonably requested by such Holders of
Transfer Restricted Notes, the counsel for such Holders of Transfer Restricted
Notes or any underwriter;


 


(r)            in the case of a Shelf
Registration, use commercially reasonable efforts to cause all Transfer
Restricted Notes to be listed on any securities exchange on which similar debt
securities issued by the Company and the Subsidiary Guarantors are then listed
if requested by the Holders of a majority in aggregate principal amount of such
Transfer Restricted Notes covered by such Shelf Registration Statement, or if
requested by the underwriter or underwriters of an underwritten offering of
Transfer Restricted Notes, if any;


 


(s)           in the case of a Shelf
Registration, use commercially reasonable efforts to cause the Transfer
Restricted Notes to be rated by the appropriate rating agencies, if so
requested by the Holders of a majority in aggregate principal amount of the
Transfer Restricted Notes covered by such Shelf Registration Statement, or if
requested by the underwriter or underwriters of an underwritten offering of
Transfer Restricted Notes, if any;


 


(t)            otherwise comply with all
applicable rules and regulations of the SEC and make available to their
security holders, as soon as reasonably practicable after the effective date of
the applicable Registration Statement, an earnings statement covering at least
12 months which shall satisfy the provisions of Section 11(a) of the
1933 Act and Rule 158 thereunder;


 


(u)           cooperate and assist in any
filings required to be made with FINRA and, in the case of a Shelf
Registration, in the performance of any due diligence investigation by any
underwriter and its counsel (including any “qualified independent underwriter”
that is required to be retained in accordance with the rules and
regulations of FINRA);


 


(v)           if reasonably requested by
any Holder of Transfer Restricted Notes covered by a Shelf Registration
Statement, promptly include in a Prospectus supplement or post-effective
amendment such information with respect to such Holder as such Holder reasonably
requests to be included therein and make all required filings of such Prospectus
supplement or such post-effective amendment as soon as the Company has received
notification of the matters to be so included in such filing;


 


(w)          so long as any Transfer
Restricted Notes remain outstanding, cause each Additional Guarantor upon such
Person becoming an Additional Guarantor, to execute a joinder to this
Agreement; and


 


(x)            amend or supplement the
Prospectus contained in the Exchange Offer Registration Statement for a period
of up to 90 days after the last Exchange Date (as such 


 


17

















 


period
may be extended pursuant to this Agreement), in order to expedite or facilitate
the disposition of any Exchange Notes by Participating Broker-Dealers
consistent with the positions of the staff of the SEC.  The Company and the Subsidiary Guarantors
agree that Participating Broker-Dealers shall be authorized to deliver such
Prospectus (or, to the extent permitted by law, make available) during such
period in connection with the resales contemplated by this clause (x).


 


In the case of a Shelf Registration Statement, the
Company and the Subsidiary Guarantors may (as a condition to such Holder’s
participation in the Shelf Registration) require each Holder of Transfer
Restricted Notes to furnish to the Company and Subsidiary Guarantors such
information regarding the Holder and the proposed distribution by such Holder
of such Transfer Restricted Notes as the Company and Subsidiary Guarantors may
from time to time reasonably request in writing.


 


In the case of a Shelf Registration Statement, each
Holder agrees that, upon receipt of any notice from the Company or any
Subsidiary Guarantor of the happening of any event or the discovery of any
facts, each of the kind described in Section 3(e)(iii) or (vi) hereof,
such Holder will forthwith discontinue disposition of Transfer Restricted Notes
pursuant to a Registration Statement until such Holder’s receipt of the copies
of the supplemented or amended Prospectus contemplated by Section 3(k) hereof,
and, if so directed by the Company and Subsidiary Guarantors, such Holder will
deliver to the Company and Subsidiary Guarantors (at its expense) all copies in
such Holder’s possession, other than permanent file copies then in such Holder’s
possession, of the Prospectus covering such Transfer Restricted Notes current
at the time of receipt of such notice.


 


If any of the Transfer Restricted Notes covered by
any Shelf Registration Statement are to be sold in an underwritten offering,
the underwriter or underwriters and manager or managers that will manage such
offering will be selected by the Majority Holders of such Transfer Restricted
Notes to be included in such offering and shall be acceptable to the Company
and Subsidiary Guarantors.  No Holder of
Transfer Restricted Notes may participate in any underwritten registration
hereunder unless such Holder (a) agrees to sell such Holder’s Transfer
Restricted Notes on the basis provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (b) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting arrangements.


 


If the Company and the Subsidiary Guarantors shall
give any notice to suspend the disposition of Transfer Restricted Notes
pursuant to a Registration Statement, the Company and the Subsidiary Guarantors
shall extend the period during which such Registration Statement shall be maintained
effective pursuant to this Agreement by the number of days during the period
from and including the date of the giving of such notice to and including the
date when the Holders of such Transfer Restricted Notes shall have received
copies of the supplemented or amended Prospectus necessary to resume such
dispositions.  The Company and the
Subsidiary Guarantors may suspend the disposition of Transfers Restricted Notes
no more than an aggregate of 90 days in any 365-day period.


 


18














 


4.             Indemnification; Contribution.


 


(a)           The Company and the
Subsidiary Guarantors agree to indemnify, jointly and severally, and hold
harmless the Initial Purchasers and each of their affiliates and any other
Person under common control with the Initial Purchasers, each Holder, each
Participating Broker-Dealer, each Person who participates as an underwriter
(any such Person being an “Underwriter”)
and each Person, if any, who controls any Holder or Underwriter within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
(collectively the “Company Indemnitees”)
as follows:


 


(i)            against any and
all loss, liability, claim, damage and expense whatsoever, as incurred, arising
out of any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement (or any amendment or supplement
thereto) pursuant to which Exchange Notes or Transfer Restricted Notes were
registered under the 1933 Act, including all documents incorporated therein by
reference, any Free Writing Prospectus used in violation of this Agreement or
any “issuer information” (“Issuer  Information”) filed or required to be filed pursuant to Rule 433(d) under
the 1933 Act, or the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or arising out of any untrue statement or alleged untrue statement
of a material fact contained in any Prospectus (or any amendment or supplement
thereto) or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading;


 


(ii)           against any and
all loss, liability, claim, damage and expense whatsoever, as incurred, to the
extent of the aggregate amount paid in settlement of any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or of any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission; provided
that (subject to Section 4(d) below) any such settlement is
effected with the written consent of the Company and the Subsidiary Guarantors;
and


 


(iii)          against any and
all expense whatsoever, as incurred (including the fees and disbursements of
counsel chosen by any indemnified party), reasonably incurred in investigating,
preparing or defending against any litigation, or any investigation or proceeding
by any governmental agency or body, commenced or threatened, or any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, to the extent that any such expense is
not paid under subparagraph for (ii) above;


 


provided, however,
that this indemnity agreement shall not apply to any loss, liability, claim,
damage or expense to the extent arising out of any untrue statement or omission
or alleged untrue statement or omission made in reliance upon and in conformity
with written information concerning any Company Indemnitee furnished to the
Company by any Company Indemnitee expressly for use in a Registration Statement
(or any amendment thereto) or any Prospectus (or any amendment or supplement
thereto); and provided, further, that the indemnity agreement contained
in this subsection shall not inure to the benefit of any Company Indemnitee
from whom 


 


19

















 


the person asserting any
such losses, claims, damages or liabilities purchased the Notes concerned, to
the extent that a prospectus relating to such Notes was required to be
delivered by such Company Indemnitee in connection with such purchase and any
such loss, claim, damage or liability of such Company Indemnitee results from
the fact that there was not sent or given to such person, at or prior to the
sale of such Notes to such person, a copy of such prospectus if the Company had
previously furnished copies thereof to such Company Indemnitee.


 


(b)           Each Company Indemnitee,
severally, but not jointly, agrees to indemnify and hold harmless the Company,
the Subsidiary Guarantors, each Underwriter and the other selling Holders, and
each of their respective directors and officers, and each Person, if any, who
controls the Company, any Subsidiary Guarantor, any Underwriter or any other
selling Holder within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act, against any and all loss, liability, claim, damage and expense
described in the indemnity contained in Section 4(a) hereof,
as incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Shelf Registration Statement (or
any amendment thereto) or any Prospectus included therein (or any amendment or
supplement thereto) in reliance upon and in conformity with written information
with respect to such Company Indemnitee furnished to the Company and the
Subsidiary Guarantors by such Company Indemnitee expressly for use in the Shelf
Registration Statement (or any amendment thereto) or such Prospectus (or any
amendment or supplement thereto); provided, however, that no such
Company Indemnitee shall be liable for any claims hereunder in excess of the
amount of net proceeds received by such Company Indemnitee from the sale of
Transfer Restricted Notes pursuant to such Shelf Registration Statement.


 


(c)           Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action or proceeding commenced against it in respect of which indemnity may
be sought hereunder, but failure so to notify an indemnifying party shall not relieve
such indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this
indemnity agreement.  An indemnifying
party may participate at its own expense in the defense of such action; provided,
however, that counsel to the indemnifying party shall not (except with
the consent of the indemnified party) also be counsel to the indemnified
party.  In no event shall the
indemnifying party or parties be liable for the fees and expenses of more than
one counsel (in addition to any local counsel) separate from their own counsel
for all indemnified parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances.  No
indemnifying party shall, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry of any judgment with respect
to any litigation, or any investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever in respect of
which indemnification or contribution could be sought under this Section 4
(whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding 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.


 


20

















 


(d)           If the indemnification
provided for in this Section 4, is for any reason unavailable to or
insufficient to hold harmless an indemnified party in respect of any losses,
liabilities, claims, damages or expenses referred to therein, then each
indemnifying party shall contribute to the aggregate amount of such losses,
liabilities, claims, damages and expenses incurred by such indemnified party,
as incurred, in such proportion as is appropriate to reflect the relative fault
of the Company and the Subsidiary Guarantors, on the one hand, and the Company
Indemnitees, on the other hand, in connection with the statements or omissions
which resulted in such losses, liabilities, claims, damages or expenses, as
well as any other relevant equitable considerations.


 


The relative fault of the Company and the Subsidiary
Guarantors on the one hand and the Company Indemnitees on the other hand shall
be determined by reference to, among other things, whether any such untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by the Company, the Subsidiary
Guarantors or the Company Indemnitees and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.


 


The Company, the Subsidiary Guarantors and the
Company Indemnitees agree that it would not be just and equitable if
contribution pursuant to this Section 4 were determined by pro rata
allocation (even if the Initial Purchasers 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 above in this Section 4.  The aggregate amount of losses, liabilities,
claims, damages and expenses incurred by an indemnified party and referred to
above in this Section 4 shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in investigating,
preparing or defending against any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or any
claim whatsoever based upon any 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 1933 Act) shall be
entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation.


 


For purposes of this Section 4, each
Person, if any, who controls an Initial Purchaser or Holder within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall
have the same rights to contribution as such Initial Purchaser or Holder, and
each director of the Company or any Subsidiary Guarantor, and each Person, if
any, who controls the Company or any Subsidiary Guarantor within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have
the same rights to contribution as the Company and the Subsidiary Guarantors.  The Initial Purchasers’ respective
obligations to contribute pursuant to this Section 4 are several in
proportion to the principal amount of Notes set forth opposite their respective
names in Schedule A to the Purchase Agreement and not joint.  Notwithstanding the provisions of this Section 4,
in no event shall a Holder be required to contribute any amount in excess of
the amount by which the total price at which all of the Notes sold by such
Holder exceeds the amount of any damages that such Holder has otherwise been
required to pay under Section 4(b) hereof.


 


The remedies provided for in this Section 4
are not exclusive and shall not limit any rights or remedies that may otherwise
be available to any indemnified party at law or in equity.


 


21

















 


The indemnity and contribution provisions contained
in this Section 4 shall remain operative and in full force and
effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of the Company Indemnitees or any Person
controlling any Company Indemnitee, or by or on behalf of the Company or the
Subsidiary Guarantors or the officers or directors of or any Person controlling
the Company or the Subsidiary Guarantors, (iii) acceptance of any of the
Exchange Notes and (iv) any sale of Transfer Restricted Notes pursuant to
a Shelf Registration Statement; provided, however, that the
indemnity and contribution rights provided for, in this Section 4
shall not extend to any losses, liabilities or other damages arising out of
actions occurring after the termination of this Agreement.


 


5.             Miscellaneous.


 


5.1           Rule 144 and Rule 144A.  For so long as the Company and the Subsidiary Guarantors are subject to
the reporting requirements of Section 13 or 15 of the 1934 Act, the Company
and the Subsidiary Guarantors covenant that they will file and furnish the
reports required to be filed by them under the 1933 Act and Section 13(a) or
15(d) of the 1934 Act and the rules and regulations adopted by the
SEC thereunder.  If the Company and the
Subsidiary Guarantors cease to be so required to file and furnish such reports,
the Company and Subsidiary Guarantors covenant that they will upon the request
of any Holder of Transfer Restricted Notes (a) make publicly available
such information as is necessary to permit sales pursuant to Rule 144
under the 1933 Act, (b) deliver such information to a prospective
purchaser as is necessary to permit sales pursuant to Rule 144A under the
1933 Act and take such further action as any Holder of Transfer Restricted
Notes may reasonably request, and (c) take such further action that is
reasonable in the circumstances, in each case, to the extent required from time
to time to enable such Holder to sell its Transfer Restricted Notes without
registration under the 1933 Act within the limitation of the exemptions
provided by (i) Rule 144 under the 1933 Act, as such Rule may be
amended from time to time, (ii) Rule 144A under the 1933 Act, as such
Rule may be amended from time to time, or (iii) any similar rules or
regulations hereafter adopted by the SEC. 
Upon the request of any Holder of Transfer Restricted Notes, the Company
and the Subsidiary Guarantors will deliver to such Holder a written statement
as to whether they have complied with such requirements.


 


5.2           No Inconsistent Agreements.  The Company and the Subsidiary Guarantors have not entered into, and
the Company and the Subsidiary Guarantors will not after the date of this
Agreement enter into, any agreement which is inconsistent with the rights
granted to the Holders of Transfer Restricted Notes in this Agreement or
otherwise conflicts with the provisions hereof. 
The rights granted to the Holders hereunder do not and will not for the
term of this Agreement in any way conflict with the rights granted to the
holders of the Company’s or Subsidiary Guarantors’ other issued and outstanding
securities under any such agreements.


 


5.3           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 and the Subsidiary Guarantors have obtained the
written consent of Holders of at least a majority in aggregate principal amount
of the outstanding Transfer Restricted Notes affected by such amendment,
modification, supplement, waiver or departure.


 


22

















 


5.4           Notices.  All notices and other
communications provided for or permitted hereunder shall be made in writing by
hand delivery, registered first-class mail, telex, telecopier, or any courier
guaranteeing overnight delivery (a) if to a Holder, at the most current
address given by such Holder to the Company by means of a notice given in
accordance with the provisions of this Section 5.4, which address
initially, and until so changed, is the address set forth in the Purchase
Agreement with respect to the Initial Purchasers; and (b) if to the
Company and the Subsidiary Guarantors, initially at the Company’s address set
forth in the Purchase Agreement, and thereafter at such other address of which
notice is given in accordance with the provisions of this Section 5.4.


 


All such notices and communications shall be deemed
to have been duly given: at the time delivered by hand, if personally
delivered; three business days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; 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 under the Indenture at the address specified therein.


 


5.5           Successor and Assigns.  This Agreement shall inure
to the benefit of and be binding upon the successors, assigns and transferees
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 Notes in violation of the terms of the Purchase Agreement or the
Indenture.  If any transferee of any
Holder shall acquire Transfer Restricted Notes, in any manner, whether by operation
of law or otherwise, such Transfer Restricted Notes shall be held subject to
all of the terms of this Agreement, and by taking and holding such Transfer
Restricted Notes 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.  The Initial
Purchasers (in their capacity as Initial Purchasers) shall have no liability or
obligation to the Company of the Subsidiary Guarantors with respect to any
failure by a Holder to comply with, or any breach by any Holder of, any of the
obligations of such Holder under this Agreement


 


5.6           Third Party Beneficiaries.  The Initial Purchasers (even
if the Initial Purchasers are not Holders of Transfer Restricted Notes) shall
be third party beneficiaries to the agreements made hereunder between the
Company and the Subsidiary Guarantors, on the one hand, and the Holders, on the
other hand, and shall have the right to enforce such agreements directly to the
extent they deem such enforcement necessary or advisable to protect their rights
or the rights of Holders hereunder.  Each
Holder of Transfer Restricted Notes shall be a third party beneficiary to the
agreements made hereunder between the Company and the Subsidiary Guarantors, on
the one hand, and the Initial Purchasers, on the other hand, and shall have the
right to enforce such agreements directly to the extent it deems such
enforcement necessary or advisable to protect its rights hereunder.


 


23





















 


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


 


5.8           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.  This Agreement may be executed
by facsimile signature.


 


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


 


5.10         Governing Law.  This Agreement shall be
governed by and construed in accordance with the law of the state of New York
without regard to the principles of conflict of laws thereof.


 


5.11         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.


 


[signature page follows]


 


24

















 


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


 


	
   

  	
  FREEDOM
  GROUP, INC.,

  
	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
  GUARANTORS:

  
	
   

  	
   

  	
   

  
	
   

  	
  RACI HOLDING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  REMINGTON ARMS COMPANY,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  REMINGTON
  STEAM, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RA BRANDS, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE MARLIN FIREARMS
  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  H&R 1871, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


2

















 


	
   

  	
  DA ACQUISITIONS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BUSHMASTER HOLDINGS,
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BUSHMASTER FIREARMS
  INTERNATIONAL, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DPMS FIREARMS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  E-RPC, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


3

















 


	
  CONFIRMED
  AND ACCEPTED,

  
	
  as
  of the date first above written:

  
	
   

  	
   

  	
   

  
	
  BANC
  OF AMERICA SECURITIES LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DEUTSCHE
  BANK SECURITIES INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DEUTSCHE
  BANK SECURITIES INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WELLS
  FARGO SECURITIES, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
  Managing
  Director

  
				



 


 


For
themselves  and as representatives of the other
Initial Purchasers


 


4

















 


Schedule
A


 




	
  Initial
  Purchaser

  
	
  Banc
  of America Securities LLC

  
	
  Deutsche
  Bank Securities Inc.

  
	
  Wells
  Fargo Securities LLC

  
	
  Barclays
  Capital Inc.

  
	
  Jefferies &
  Company, Inc.

  






 


5