exv4w4






Exhibit 4.4




EXECUTION VERSION




 





REGISTRATION RIGHTS AGREEMENT




Dated as of October 20, 2009




By and Among




Hercules Offshore, Inc.,




the Guarantors named herein




and




UBS SECURITIES LLC,

BANC OF AMERICA SECURITIES LLC,

DEUTSCHE BANK SECURITIES INC.,

MORGAN STANLEY & CO. INCORPORATED,

CAPITAL ONE SOUTHCOAST, INC.,

CREDIT SUISSE SECURITIES (USA) LLC,

GOLDMAN, SACHS & CO.,

MIZUHO SECURITIES USA INC.,

COMERICA SECURITIES, INC.,

FORTIS SECURITIES LLC

and

NATIXIS BLEICHROEDER INC.,

as Initial Purchasers




10.50% Senior Secured Notes due 2017




 





 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	1. Definitions
	 	 	1	 
	 
	 	 	 	 
	2. Exchange Offer
	 	 	4	 
	 
	 	 	 	 
	3. Shelf Registration
	 	 	7	 
	 
	 	 	 	 
	4. Liquidated Damages
	 	 	8	 
	 
	 	 	 	 
	5. Registration Procedures
	 	 	9	 
	 
	 	 	 	 
	6. Registration Expenses
	 	 	16	 
	 
	 	 	 	 
	7. Indemnification
	 	 	17	 
	 
	 	 	 	 
	8. Rules 144 and 144A
	 	 	20	 
	 
	 	 	 	 
	9. Underwritten Registrations
	 	 	20	 
	 
	 	 	 	 
	10. Miscellaneous
	 	 	20	 
	 
	 	 	 	 
	(a) No Inconsistent Agreements
	 	 	20	 
	(b) Adjustments Affecting Registrable Notes
	 	 	20	 
	(c) Amendments and Waivers
	 	 	20	 
	(d) Notices
	 	 	21	 
	(e) Successors and Assigns
	 	 	22	 
	(f) Counterparts
	 	 	22	 
	(g) Headings
	 	 	22	 
	(h) Governing Law
	 	 	22	 
	(i) Severability
	 	 	22	 
	(j) Securities Held by the Issuers or Their Affiliates
	 	 	22	 
	(k) Third-Party Beneficiaries
	 	 	22	 
	(l) Attorneys’ Fees
	 	 	22	 
	(m) Entire Agreement
	 	 	23	 
	 
	 	 	 	 
	SIGNATURES
	 	 	S-1	 






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REGISTRATION RIGHTS AGREEMENT




          This Registration Rights Agreement (this “Agreement”) is dated as of October 20, 2009,
by and among Hercules Offshore, Inc. a Delaware corporation (the “Company”), and each of
the Guarantors (as defined herein) (the Company and the Guarantors are referred to collectively
herein as the “Issuers”), on the one hand, and UBS Securities LLC, Banc of America
Securities LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co. Incorporated (the
“Representatives”) and Capital One Southcoast, Inc., Credit Suisse Securities (USA) LLC,
Goldman, Sachs & Co., Mizuho Securities USA Inc., Comerica Securities, Inc., Fortis Securities LLC
and Natixis Bleichroeder Inc. (together with the Representatives, the “Initial
Purchasers”), on the other hand.




          This Agreement is entered into in connection with the Purchase Agreement, dated as of October
8, 2009, by and among the Issuers and the Initial Purchasers (the “Purchase Agreement”),
relating to the offering of $300,000,000 aggregate principal amount of 10.50% Senior Secured Notes
due 2017 of the Company (including the guarantees thereof by the Guarantors, the “Notes”).
The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligation
to purchase the Notes under the Purchase Agreement.




          The parties hereby agree as follows:




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



          “action” shall have the meaning set forth in Section 7(c) hereof.




          “Advice” shall have the meaning set forth in Section 5 hereof.




          “Affiliate” of any specified Person shall mean any other Person that, directly or
indirectly, is in control of, is controlled by, or is under common control with, such specified
Person. For purposes of this definition, control of a Person shall mean the power, direct or
indirect, to direct or cause the direction of the management and policies of such Person whether by
contract or otherwise; and the terms “controlling” and “controlled” shall have meanings correlative
to the foregoing.




          “Agreement” shall have the meaning set forth in the first introductory paragraph
hereto.




          “Applicable Period” shall have the meaning set forth in Section 2(b) hereof.




          “Board of Directors” shall have the meaning set forth in Section 5 hereof.




          “Business Day” shall mean a day that is not a Legal Holiday.




          “Commission” shall mean the U.S. Securities and Exchange Commission.




          “Company” shall have the meaning set forth in the introductory paragraph hereto and
shall also include the Company’s permitted successors and assigns.




          “Damages Payment Date” shall have the meaning set forth in Section 4(b) hereof.




          “day” shall mean a calendar day.




 









 








          “Delay Period” shall have the meaning set forth in Section 5 hereof.




          “Effectiveness Period” shall have the meaning set forth in Section 3(b) hereof.




          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the
rules and regulations of the Commission promulgated thereunder.




          “Exchange Date” shall have the meaning set forth in Section 2(a) hereof.




          “Exchange Notes” shall have the meaning set forth in Section 2(a) hereof.




          “Exchange Offer” shall have the meaning set forth in Section 2(a) hereof.




          “Exchange Offer Registration Statement” shall have the meaning set forth in Section
2(a) hereof.




          “FINRA” shall have the meaning set forth in Section 5(s) hereof.




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




          “Freely Tradable” shall mean, with respect to any Note, a Note (i) that, at the time
of determination, would be permitted to be sold to the public without limitation in accordance with
Rule 144 by a Person who is not an Affiliate of the Company, (ii) with respect to which the Company
has enabled the applicable Holder to have any restrictive legends relating to the Securities Act
removed and (iii) that bears an unrestricted CUSIP number.




          “Guarantors” means each subsidiary of the Company listed on the signature page to this
Agreement and each Person who executes and delivers a counterpart of this Agreement after the date
hereof pursuant to Section 11(e) hereof.




          “Holder” shall mean any holder of a Registrable Note or Registrable Notes.




          “Indenture” shall mean the Indenture, dated as of October 20, 2009, by and among the
Issuers and US Bank National Association as trustee, pursuant to which the Notes are being issued,
as amended or supplemented from time to time in accordance with the terms thereof.




          “Initial Purchasers” shall have the meaning set forth in the first introductory
paragraph hereof.




          “Inspectors” shall have the meaning set forth in Section 5(n) hereof.




          “Issue Date” shall mean October 20, 2009, the date of original issuance of the Notes.




          “Issuers” shall have the meaning set forth in the first introductory paragraph hereto
and shall also include the Issuers’ permitted successors and assigns.




          “Legal Holiday” shall mean a Saturday, a Sunday or a day on which banking institutions
in New York, New York are required by law, regulation or executive order to remain closed.




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          “Liquidated Damages” shall have the meaning set forth in Section 4(a) hereof.




          “Losses” shall have the meaning set forth in Section 7(a) hereof.




          “Notes” shall have the meaning set forth in the second introductory paragraph hereto.




          “Participant” shall have the meaning set forth in Section 7(a) hereof.




          “Participating Broker-Dealer” shall have the meaning set forth in Section 2(b) hereof.




          “Person” shall mean an individual, trustee, corporation, partnership, joint venture
association, joint stock company, trust, unincorporated limited liability company, government or
any agency or political subdivision thereof or any other entity.




          “Private Exchange” shall have the meaning set forth in Section 2(b) hereof.




          “Private Exchange Notes” shall have the meaning set forth in Section 2(b) hereof.




          “Prospectus” shall mean the prospectus included in any Registration Statement
(including, without limitation, any prospectus subject to completion and a prospectus that includes
any information previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or
supplemented by any prospectus supplement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated by reference or
deemed to be incorporated by reference in such Prospectus.




          “Purchase Agreement” shall have the meaning set forth in the second introductory
paragraph hereof.




          “Records” shall have the meaning set forth in Section 5(n) hereof.




          “Registrable Notes” shall mean each Note upon its original issuance and at all times
subsequent thereto, each Exchange Note as to which Section 2(c)(iii) hereof is applicable upon
original issuance and at all times subsequent thereto and each Private Exchange Note upon original
issuance thereof and at all times subsequent thereto, in each case until (i) a Registration
Statement (other than, with respect to any Exchange Note as to which Section 2(c)(iii) hereof is
applicable, the Exchange Offer Registration Statement) covering such Note, Exchange Note or Private
Exchange Note has been declared effective by the Commission and such Note, Exchange Note or such
Private Exchange Note, as the case may be, has been disposed of in accordance with such effective
Registration Statement, (ii) such Note has been exchanged pursuant to the Exchange Offer for an
Exchange Note or Exchange Notes that may be resold without restriction under state and federal
securities laws, (iii) such Note, Exchange Note or Private Exchange Note, as the case may be,
ceases to be outstanding for purposes of the Indenture or (iv) such Note is Freely Tradable.




          “Registration Default” shall have the meaning set forth in Section 4(a) hereof.




          “Registration Statement” shall mean any appropriate registration statement of the
Issuers covering any of the Registrable Notes filed with the Commission under the Securities Act,
and all amendments and supplements to any such Registration Statement, including post-effective
amendments,



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in each case including the Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.




          “Representatives” shall have the meaning set forth in the first introductory paragraph
hereto.




          “Requesting Participating Broker-Dealer” shall have the meaning set forth in Section
2(b) hereof.




          “Rule 144” shall mean Rule 144 promulgated under the Securities Act, as such Rule may
be amended from time to time, or any similar rule (other than Rule 144A) or regulation hereafter
adopted by the Commission providing for offers and sales of securities made in compliance therewith
resulting in offers and sales by subsequent holders that are not Affiliates of an issuer of such
securities being free of the registration and prospectus delivery requirements of the Securities
Act.




          “Rule 144A” shall mean Rule 144A promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule (other than Rule 144) or regulation hereafter
adopted by the Commission.




          “Rule 415” shall mean Rule 415 promulgated under the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter adopted by the
Commission.




          “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.




          “Shelf Filing Event” shall have the meaning set forth in Section 2(c) hereof.




          “Shelf Registration” shall have the meaning set forth in Section 3(a) hereof.




          “Shelf Registration Statement” shall mean a Registration Statement filed in connection
with a Shelf Registration.




          “TIA” shall mean the Trust Indenture Act of 1939, as amended.




          “Trustee” shall mean the trustee under the Indenture and the trustee (if any) under
any indenture governing the Exchange Notes and Private Exchange Notes.




          “underwritten registration or underwritten offering” shall mean a registration in
which securities of the Issuers are sold to an underwriter for reoffering to the public.




     Section 2. Exchange Offer



          (a) The Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration
Statement”) with the Commission on an appropriate registration form with respect to a
registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes
for a like aggregate principal amount of notes (including the guarantees with respect thereto, the
“Exchange Notes”) that are identical in all material respects to the Notes (except that the
Exchange Notes shall not contain restrictive legends, terms with respect to transfer restrictions
or Liquidated Damages upon a Registration Default), (ii) use their reasonable efforts to cause the
Exchange Offer Registration Statement
to be declared effective under the Securities Act, (iii) upon the Exchange Offer Registration
Statement being declared effective by the





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Commission, offer the Exchange Notes in exchange for
surrender of the Notes, (iv) keep the Exchange Offer open for not less than 20 Business Days (or
longer if required by applicable law) after the date the notice of the Exchange Offer is mailed to
Holders, and (v) use their reasonable efforts to consummate the Exchange Offer within 220 days
after the Issue Date (the “Exchange Date”); provided, however, that,
subject to Section 2(c) and Section 4(a), the Issuers shall not be required to file the Exchange
Offer Registration Statement, commence the Exchange Offer or consummate the Exchange Offer if all
of the Notes held by Holders eligible to participate in such Exchange Offer are Freely Tradable on
the Exchange Date.




          Each Holder that participates in the Exchange Offer will be required to represent to the
Issuers in writing that (i) any Exchange Notes to be received by it will be acquired in the
ordinary course of its business, (ii) it has no arrangement or understanding with any Person to
participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in
violation of the provisions of the Securities Act, (iii) it is not an affiliate of the Company or
any Guarantor as defined by Rule 405 of the Securities Act, or, if it is an affiliate, it will
comply with the registration and prospectus delivery requirements of the Securities Act to the
extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not
intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer
that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a
result of market-making or other trading activities, it will deliver a prospectus in connection
with any resale of such Exchange Notes.




          (b) The Issuers and the Initial Purchasers acknowledge that the staff of the Commission has
taken the position that any broker-dealer that elects to exchange Notes that were acquired by such
broker-dealer for its own account as a result of market-making or other trading activities for
Exchange Notes in the Exchange Offer (a “Participating Broker-Dealer”) may be deemed to be
an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such Exchange Notes (other than
a resale of an unsold allotment resulting from the original offering of the Notes).




          The Issuers and the Initial Purchasers also acknowledge that the staff of the Commission has
taken the position that if the Prospectus contained in the Exchange Offer Registration Statement
includes a plan of distribution containing a statement to the above effect and the means by which
Participating Broker-Dealers may resell the Exchange Notes, without naming the Participating
Broker-Dealers or specifying the amount of Exchange Notes owned by them, such Prospectus may be
delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations under
the Securities Act in connection with resales of Exchange Notes for their own accounts, so long as
the Prospectus otherwise meets the requirements of the Securities Act.




          In light of the foregoing, if requested by a Participating Broker-Dealer (a “Requesting
Participating Broker-Dealer”), the Issuers agree to use their reasonable efforts to keep the
Exchange Offer Registration Statement continuously effective for a period of 180 days after the
date on which the Exchange Registration Statement is declared effective, or such longer period if
extended pursuant to any Delay Period in accordance with the last paragraph of Section 5 hereof
(such period, the “Applicable Period”), or such earlier date as all Requesting
Participating Broker-Dealers shall have notified the Company in writing that such Requesting
Participating Broker-Dealers have resold all Exchange Notes acquired in the Exchange Offer. The
Issuers shall include a plan of distribution in such Exchange Offer Registration Statement that
meets the requirements set forth in the preceding paragraph.




          If, prior to consummation of the Exchange Offer, any Initial Purchaser or any Holder, as the
case may be, holds any Notes acquired by it that have, or that are reasonably likely to be
determined





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to have, the status of an unsold allotment in an initial distribution, or if any Holder
is not entitled to participate in the Exchange Offer, the Issuers upon the request of any such
Initial Purchaser or any such Holder, as the case may be, shall simultaneously with the delivery of
the Exchange Notes in the Exchange Offer, issue and deliver to any such Initial Purchaser or any
such Holder, as the case may be, in exchange (the “Private Exchange”) for such Notes held
by any such Initial Purchaser or any such Holder, as the case may be, a like principal amount of
notes (the “Private Exchange Notes”) of the Issuers that are identical in all material
respects to the Exchange Notes except that the Private Exchange Notes may be subject to
restrictions on transfer and bear a legend to such effect. The Private Exchange Notes shall be
issued pursuant to the same indenture as the Exchange Notes and bear the same CUSIP number as the
Exchange Notes.




          For each Note surrendered in the Exchange Offer, the Holder will receive an Exchange Note
having a principal amount equal to that of the surrendered Note. Interest on each Exchange Note
and Private Exchange Note issued pursuant to the Exchange Offer and in the Private Exchange will
accrue from the last interest payment date on which interest was paid on the Notes surrendered in
exchange therefor or, if no interest has been paid on the Notes, from the Issue Date.




          Upon consummation of the Exchange Offer in accordance with this Section 2, the Issuers shall
have no further registration obligations other than the Issuers’ continuing registration
obligations with respect to (i) Private Exchange Notes, (ii) Exchange Notes held by Participating
Broker-Dealers and (iii) Notes or Exchange Notes as to which clause (c)(iv) of this Section 2
applies.




          In connection with the Exchange Offer, the Issuers shall:





     (1) mail or cause to be mailed to each Holder entitled to participate in the Exchange
Offer a copy of the Prospectus forming part of the Exchange Offer Registration Statement,
together with an appropriate letter of transmittal and related documents;




     (2) utilize the services of a depositary for the Exchange Offer with an address in the
Borough of Manhattan, The City of New York;




     (3) permit Holders to withdraw tendered Notes at any time prior to the close of
business, New York time, on the last Business Day on which the Exchange Offer shall remain
open; and




     (4) otherwise comply in all material respects with all applicable laws, rules and
regulations.



          As soon as practicable after the close of the Exchange Offer and the Private Exchange, if any,
the Issuers shall:





     (1) accept for exchange all Notes validly tendered and not validly withdrawn by the
Holders pursuant to the Exchange Offer and the Private Exchange, if any;




     (2) deliver or cause to be delivered to the Trustee for cancelation all Notes so
accepted for exchange; and




     (3) cause the Trustee to authenticate and deliver promptly to each such Holder of
Notes, Exchange Notes or Private Exchange Notes, as the case may be, equal in principal
amount to the Registrable Notes of such Holder so accepted for exchange.



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          The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than
that (i) the Exchange Offer or Private Exchange, as the case may be, does not violate applicable
law or any applicable interpretation of the staff of the Commission, (ii) no action or proceeding
shall have been instituted or threatened in any court or by any governmental agency which might
materially impair the ability of the Issuers to proceed with the Exchange Offer or the Private
Exchange, and no material adverse development shall have occurred in any existing action or
proceeding with respect to the Issuers and (iii) all governmental approvals shall have been
obtained, which approvals the Company deems necessary for the consummation of the Exchange Offer or
Private Exchange.




          The Exchange Notes and the Private Exchange Notes shall be issued under (i) the Indenture or
(ii) an indenture identical in all material respects to the Indenture (in either case, with such
changes as are necessary to comply with any requirements of the Commission to effect or maintain
the qualification thereof under the TIA) and which, in either case, has been qualified under the
TIA and shall provide that (a) the Exchange Notes shall not be subject to the transfer restrictions
set forth in the Indenture and (b) the Private Exchange Notes shall be subject to the transfer
restrictions set forth in the Indenture. The Indenture or such indenture shall provide that the
Exchange Notes, the Private Exchange Notes and the Notes shall vote and consent together on all
matters as one class and that none of the Exchange Notes, the Private Exchange Notes or the Notes
will have the right to vote or consent as a separate class on any matter.




          (c) In the event that (i) the applicable law or the interpretations of the staff of the
Commission do not permit the Issuers to effect the Exchange Offer, (ii) for any reason the Exchange
Offer is not consummated by the Exchange Date and any Notes are not Freely Tradable at any time
thereafter, (iii) any Holder, other than any Initial Purchaser, notifies the Company prior to the
twentieth Business Day following the consummation of the Exchange Offer that it is prohibited by
law or the applicable interpretations of the staff of the Commission from participating in the
Exchange Offer, (iv) in the case of any Holder who participates in the Exchange Offer, such Holder
does not receive Exchange Notes on the date of the exchange that may be sold without restriction
under state and federal securities laws (other than due solely to the status of such Holder as an
affiliate of any Issuer within the meaning of the Securities Act) or (v) any Initial Purchaser so
requests with respect to Notes or Private Exchange Notes that have, or that are reasonably likely
to be determined to have, the status of unsold allotments in an initial distribution (each such
event referred to in clauses (i) through (v) of this sentence, a “Shelf Filing Event”),
then the Issuers shall file a Shelf Registration pursuant to Section 3 hereof.




     Section 3. Shelf Registration



          If at any time a Shelf Filing Event shall occur, then:




          (a) Shelf Registration. The Issuers shall file with the Commission a Registration
Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the
Registrable Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as
to which Section 2(c)(iv) is applicable (the “Shelf Registration”). The Issuers shall file
with the Commission the Shelf Registration as promptly as practicable. The Shelf Registration
shall be on Form S-1 or another appropriate form permitting registration of such Registrable Notes
for resale by Holders in the manner or manners designated by them (including, without limitation,
one or more underwritten
offerings). The Issuers shall not permit any securities other than the Registrable Notes to
be included in the Shelf Registration.




          (b) The Issuers shall (x) use their reasonable efforts to cause the Shelf Registration to be
declared effective under the Securities Act on or prior to the later of (A) 220 calendar days after
the





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Issue Date and (B) 90 days after the Shelf Registration is required to be filed with the
Commission and (y) keep the Shelf Registration continuously effective under the Securities Act for
the period ending on the date which is two years from the Issue Date, subject to extension pursuant
to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such
shorter period ending when all Registrable Notes covered by the Shelf Registration have been sold
in the manner set forth and as contemplated in the Shelf Registration or become Freely Tradable;
provided, however, that (i) the Effectiveness Period in respect of the Shelf
Registration shall be extended to the extent required to permit dealers to comply with the
applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise
provided herein and (ii) the Company may suspend the effectiveness of the Shelf Registration
Statement by written notice to the Holders solely as a result of the filing of a post-effective
amendment to the Shelf Registration Statement to incorporate annual audited financial information
with respect to the Company where such post-effective amendment is not yet effective and needs to
be declared effective to permit Holders to use the related Prospectus.




          (c) Supplements and Amendments. The Issuers agree to supplement or make amendments to
the Shelf Registration Statement as and when required by the rules, regulations or instructions
applicable to the registration form used for such Shelf Registration Statement or by the Securities
Act or rules and regulations thereunder for shelf registration, or if reasonably requested by the
Holders of a majority in aggregate principal amount of the Registrable Notes covered by such Shelf
Registration Statement or by any underwriter of such Registrable Notes.




     Section 4. Liquidated Damages



          (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the
Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not
be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree
that if the Notes are not Freely Tradable at any time on or after the Exchange Date and either:





     (i) the Exchange Offer is not consummated on or prior to the Exchange Date, or, if that day
is not a Business Day, the next day that is a Business Day; or




     (ii) the Shelf Registration Statement is required to be filed but is not declared effective
by the later of 220 calendar days after the Issue Date or 90 days after the Shelf
Registration is required to be filed with the Commission, or, if either such day is not a
Business Day, the next day that is a Business Day or is declared effective by such date but
thereafter ceases to be effective or usable (unless the Shelf Registration ceases to be
effective or usable as specifically permitted by the penultimate paragraph of Section 5
hereof);


(each such event referred to in clauses (i) and (ii) a “Registration Default”), liquidated
damages in the form of additional cash interest (“Liquidated Damages”) will accrue on the
affected Notes and the affected Exchange Notes, as applicable. The rate of Liquidated Damages will
be 0.25% per annum for the first 90-day period immediately following the occurrence of a
Registration Default, increasing by an additional 0.25% per annum with respect to each subsequent
90-day period up to a maximum amount of Liquidated Damages of 1.00% per annum, from and including
the date on which any such Registration
Default shall occur to, but excluding, the earlier of (1) the date on which all Registration
Defaults have been cured or (2) the date on which all the Notes and Exchange Notes otherwise become
Freely Tradable.



Notwithstanding the foregoing, (1) the amount of Liquidated Damages payable shall not increase
because more than one Registration Default has occurred and is pending and (2) a Holder of Notes or
Exchange Notes who is not entitled to the benefits of the Shelf Registration Statement
(i.e., such Holder has not





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elected to include information) shall not be entitled to
Liquidated Damages with respect to a Registration Default that pertains to the Shelf Registration
Statement.




          (b) So long as Notes remain outstanding, the Company shall notify the Trustee within five
Business Days after each and every date on which an event occurs in respect of which Liquidated
Damages is required to be paid. Any amounts of Liquidated Damages due pursuant to clauses (a)(i)
or (a)(ii) of this Section 4 will be payable in cash semi-annually on each October 15 and April 15
(each a “Damages Payment Date”), commencing with the first such date occurring after any
such Liquidated Damages commence to accrue, to Holders to whom regular interest is payable on such
Damages Payment Date with respect to Notes that are Registrable Securities. The amount of
Liquidated Damages for each Registrable Note will be determined by multiplying the applicable rate
of Liquidated Damages by the aggregate principal amount of such Registrable Note outstanding on the
Damages Payment Date following such Registration Default in the case of the first such payment of
Liquidated Damages with respect to a Registration Default (and thereafter at the next succeeding
Damages Payment Date until the cure of such Registration Default), and multiplying the product of
the foregoing by a fraction, the numerator of which is the number of days such Liquidated Damages
rate was applicable during such period (determined on the basis of a 360-day year comprised of
twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and
the denominator of which is 360.




     Section 5. Registration Procedures.



          In connection with the filing of any Registration Statement or Registration Statements
pursuant to Section 2 or 3 hereof, the Issuers shall effect such registrations to permit the sale
of the securities covered thereby in accordance with the intended method or methods of disposition
thereof, and pursuant thereto and in connection with any Registration Statement filed by the
Issuers hereunder, the Issuers shall:





     (a) Prepare and file with the Commission the Registration Statement or Registration
Statements prescribed by Section 2 or 3 hereof, and use their reasonable efforts to cause
each such Registration Statement to become effective and remain effective as provided
herein; provided, however, that if (1) such filing is pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period
relating thereto, before filing any Registration Statement or Prospectus or any amendments
or supplements thereto, the Issuers shall furnish to and afford the Holders of the
Registrable Notes covered by such Registration Statement or each such Participating
Broker-Dealer, as the case may be, their counsel (if requested by any such person) and the
managing underwriters, if any, a reasonable opportunity to review copies of all such
documents (including copies of any documents to be incorporated by reference therein and all
exhibits thereto) proposed to be filed (in each case at least five Business Days prior to
such filing). The Issuers shall not file any Registration Statement or Prospectus or any
amendments or supplements thereto if the Holders of a majority in aggregate principal
amount of the Registrable Notes covered by such Registration Statement, or any such
Participating Broker-Dealer, as the case may be, their counsel, or the managing
underwriters, if any, shall reasonably object.




     (b) Prepare and file with the Commission such amendments and post-effective amendments
to each Shelf Registration Statement or Exchange Offer Registration Statement, as the case
may be, as may be necessary to keep such Registration Statement continuously effective for
the Effectiveness Period or the Applicable Period, as the case may be; cause the related
Prospectus to be supplemented by any prospectus supplement required by applicable law, and
as



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so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in
force) promulgated under the Securities Act; and comply with the applicable provisions of
the Securities Act and the Exchange Act with respect to the disposition of all securities
covered by such Registration Statement as so amended or in such Prospectus as so
supplemented and with respect to the subsequent resale of any securities being sold by a
Participating Broker-Dealer covered by any such Prospectus, in each case, in accordance with
the intended methods of distribution set forth in such Registration Statement or Prospectus,
as so amended or supplemented.




     (c) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period relating thereto
from whom the Company has received written notice that such Broker-Dealer will be a
Participating Broker-Dealer in the applicable Exchange Offer, notify the selling Holders of
Registrable Notes, or each such Participating Broker-Dealer, as the case may be, their
counsel and the managing underwriters, if any, as promptly as possible, and, if requested by
any such Person, confirm such notice in writing, (i) when a Prospectus or any prospectus
supplement or post-effective amendment has been filed, and, with respect to a Registration
Statement or any post-effective amendment, when the same has become effective under the
Securities Act (including in such notice a written statement that any Holder may, upon
request, obtain, at the sole expense of the Issuers, one conformed copy of such Registration
Statement or post-effective amendment including financial statements and schedules,
documents incorporated or deemed to be incorporated by reference and exhibits), (ii) of the
issuance by the Commission of any stop order suspending the effectiveness of a Registration
Statement or of any order preventing or suspending the use of any preliminary prospectus or
the initiation of any proceedings for that purpose, (iii) if at any time when a Prospectus
is required by the Securities Act to be delivered in connection with sales of the
Registrable Notes or resales of Exchange Notes by Participating Broker-Dealers the
representations and warranties of the Issuers contained in any agreement (including any
underwriting agreement) contemplated by Section 5(m)(i) hereof cease to be true and correct
in all material respects, (iv) of the receipt by any of the Issuers of any notification with
respect to the suspension of the qualification or exemption from qualification of a
Registration Statement or any of the Registrable Notes or the Exchange Notes for offer or
sale in any jurisdiction, or the initiation or threatening of any proceeding for such
purpose, (v) of the happening of any event, the existence of any condition or any
information becoming known to any Issuer that makes any statement made in such Registration
Statement or related Prospectus or any document incorporated or deemed to be incorporated
therein by reference untrue in any material respect or that requires the making of any
changes in or amendments or supplements to such Registration Statement, Prospectus or
documents so that, in the case of the Registration Statement, it will not contain any untrue
statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein not
misleading, and that in the case of the Prospectus, it will not contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading, and (vi) of the Company’s determination that a post-effective
amendment to a Registration Statement would be appropriate.




     (d) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, use their
reasonable efforts to



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prevent the issuance of any order suspending the effectiveness of a
Registration Statement or of any order preventing or suspending the use of a Prospectus or
suspending the qualification (or exemption from qualification) of any of the Registrable
Notes or the Exchange Notes, as the case may be, for sale in any jurisdiction, and, if any
such order is issued, to use their reasonable efforts to obtain the withdrawal of any such
order at the earliest practicable moment.




     (e) If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period and if requested
by the managing underwriter or underwriters (if any), the Holders of a majority in aggregate
principal amount of the Registrable Notes covered by such Registration Statement or any
Participating Broker-Dealer, as the case may be, (i) promptly incorporate in such
Registration Statement or Prospectus a prospectus supplement or post-effective amendment
such information as the managing underwriter or underwriters (if any), such Holders or any
Participating Broker-Dealer, as the case may be (based upon advice of counsel), determine is
reasonably required to be included therein and (ii) make all required filings of such
prospectus supplement or such post-effective amendment as soon as practicable after the
Company has received notification of the matters to be incorporated in such prospectus
supplement or post-effective amendment; provided, however, that the Issuers
shall not be required to take any action hereunder that would, in the written opinion of
counsel to the Issuers, violate applicable laws.




     (f) If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, furnish to each
selling Holder of Registrable Notes or each such Participating Broker-Dealer, as the case
may be, who so requests, their counsel and each managing underwriter, if any, at the sole
expense of the Issuers, one conformed copy of the Registration Statement or Registration
Statements and each post-effective amendment thereto, including financial statements and
schedules, and, if requested, all documents incorporated or deemed to be incorporated
therein by reference and all exhibits.




     (g) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, deliver to each
selling Holder of Registrable Notes or each such Participating Broker-Dealer, as the case
may be, their respective counsel, and the underwriters, if any, at the sole expense of the
Issuers, as many copies of the
Prospectus or Prospectuses (including each form of preliminary prospectus) and each
amendment or supplement thereto and any documents incorporated by reference therein as such
Persons may reasonably request; and, subject to the last paragraph of this Section 5, the
Issuers hereby consent to the use of such Prospectus and each amendment or supplement
thereto by each of the selling Holders of Registrable Notes or each such Participating
Broker-Dealer, as the case may be, and the underwriters or agents, if any, and dealers (if
any), in connection with the offering and sale of the Registrable Notes covered by, or the
sale by Participating Broker-Dealers of the Exchange Notes pursuant to, such Prospectus and
any amendment or supplement thereto.




     (h) Prior to any public offering of Registrable Notes or Exchange Notes or any delivery
of a Prospectus contained in the Exchange Offer Registration Statement by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, use



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their reasonable efforts to register or qualify, and to cooperate with the selling Holders of
Registrable Notes or each such Participating Broker-Dealer, as the case may be, the managing
underwriter or underwriters, if any, and their respective counsel in connection with the
registration or qualification (or exemption from such registration or qualification) of such
Registrable Notes or Exchange Notes, as the case may be, for offer and sale under the
securities or Blue Sky laws of such jurisdictions within the United States as any selling
Holder, Participating Broker-Dealer, or the managing underwriter or underwriters reasonably
request; provided, however, that where Exchange Notes or Registrable Notes
are offered other than through an underwritten offering, the Issuers agree to cause the
Issuers’ counsel to perform Blue Sky investigations and file registrations and
qualifications required to be filed pursuant to this Section 5(h); keep each such
registration or qualification (or exemption therefrom) effective during the period such
Registration Statement is required to be kept effective and do any and all other acts or
things reasonably necessary or advisable to enable the disposition in such jurisdictions of
such Exchange Notes or Registrable Notes covered by the applicable Registration Statement;
provided, however, that no Issuer shall be required to (A) qualify generally
to do business in any jurisdiction where it is not then so qualified, (B) take any action
that would subject it to general service of process in any such jurisdiction where it is not
then so subject or (C) subject itself to taxation in excess of a nominal dollar amount in
any such jurisdiction where it is not then so subject.




     (i) If a Shelf Registration is filed pursuant to Section 3 hereof, cooperate with the
selling Holders of Registrable Notes and the managing underwriter or underwriters, if any,
to facilitate the timely preparation and delivery of certificates representing Registrable
Notes to be sold, which certificates shall not bear any restrictive legends and shall be in
a form eligible for deposit with The Depository Trust Company and enable such Registrable
Notes to be in such denominations and registered in such names as the managing underwriter
or underwriters, if any, or selling Holders may request at least two Business Days prior to
any sale of such Registrable Notes or Exchange Notes.




     (j) Use their reasonable efforts to cause the Registrable Notes or Exchange Notes
covered by any Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be reasonably necessary to enable the seller or
sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of
such Registrable Notes or Exchange Notes, except as may be required solely as a consequence
of the nature of such selling Holder’s business, in which case the Issuers will cooperate in
all reasonable respects with the filing of such Registration Statement and the granting of
such approvals.




     (k) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, upon the
occurrence of any event contemplated by Section 5(c)(v) or 5(c)(vi) hereof, as promptly as
practicable prepare and (subject to Section 5(a) and the penultimate paragraph of this
Section 5) file with the Commission, at the sole expense of the Issuers, a supplement or
post-effective amendment to the Registration Statement or a supplement to the related
Prospectus or any document incorporated or deemed to be incorporated therein by reference,
or file any other required document so that, as thereafter delivered to the purchasers of
the Registrable Notes being sold thereunder or to the purchasers of the Exchange Notes to
whom such Prospectus will be delivered by a Participating Broker-Dealer, any such Prospectus
will not contain an untrue statement of a material fact or omit



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to state a material fact
required to be stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading.




     (l) Prior to the effective date of the first Registration Statement relating to the
Registrable Notes, (i) provide the Trustee with certificates for the Registrable Notes in a
form eligible for deposit with The Depository Trust Company and (ii) provide a CUSIP number
for the Registrable Notes.




     (m) In connection with any underwritten offering of Registrable Notes pursuant to a
Shelf Registration, enter into an underwriting agreement as is customary in underwritten
offerings of debt securities similar to the Notes and take all such other actions as are
reasonably requested by the managing underwriter or underwriters in order to expedite or
facilitate the registration or the disposition of such Registrable Notes and, in such
connection, (i) make such representations and warranties to the underwriter or underwriters
(and to any Holder that has advised the Company that such Holder may have a “due diligence”
defense under Section 11 of the Securities Act), and covenants with, the underwriters with
respect to the business of the Issuers and their subsidiaries, as then conducted (including
any acquired business, properties or entity, if applicable), and the Registration Statement,
Prospectus and documents, if any, incorporated or deemed to be incorporated by reference
therein, in each case, as are customarily made by issuers to underwriters in underwritten
offerings of debt securities similar to the Notes, and confirm the same in writing if and
when requested; (ii) use their reasonable efforts to obtain the written opinions of counsel
to the Issuers and written updates thereof in form, scope and substance reasonably
satisfactory to the managing underwriter or underwriters, addressed to the underwriters (and
to any Holder that has advised the Company that such Holder may have a “due diligence”
defense under Section 11 of the Securities Act) covering the matters customarily covered in
opinions requested in underwritten offerings and such other matters as may be reasonably
requested by the managing underwriter or underwriters; (iii) use their reasonable efforts to
obtain “cold comfort” letters and updates thereof in form, scope and substance reasonably
satisfactory to the managing underwriter or underwriters from the independent certified
public accountants of the Issuers (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 and financial data are, or are required to be, included or
incorporated by reference in the Registration Statement), addressed to each of the
underwriters (and to any Holder that has advised the Company that such Holder may have a
“due diligence” defense under Section 11 of the Securities Act), such letters to be in
customary form and covering matters of the type customarily covered in “cold comfort”
letters in connection with underwritten offerings; and (iv) if an underwriting agreement is
entered into, the same shall
contain indemnification provisions and procedures no less favorable than those set
forth in Section 7 hereof (or such other provisions and procedures acceptable to Holders of
a majority in aggregate principal amount of Registrable Notes covered by such Registration
Statement and the managing underwriter or underwriters or agents) with respect to all
parties to be indemnified pursuant to said Section; provided that the Issuers shall
not be required to provide indemnification to any underwriter selected in accordance with
the provisions of Section 9 hereof with respect to information relating to such underwriter
furnished in writing to the Company by or on behalf of such underwriter expressly for
inclusion in such Registration Statement. The above shall be done at each closing under
such underwriting agreement, or as and to the extent required thereunder.




     (n) If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is



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required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, make available
for inspection by any selling Holder of such Registrable Notes being sold or each such
Participating Broker-Dealer, as the case may be, any underwriter participating in any such
disposition of Registrable Notes, if any, and any attorney, accountant or other agent
retained by any such selling Holder or each such Participating Broker-Dealer, as the case
may be, or underwriter (collectively, the “Inspectors”), at the offices where
normally kept, during reasonable business hours, all financial and other records, pertinent
corporate documents and instruments of the Company and its subsidiaries (collectively, the
“Records”) as shall be reasonably necessary to enable them to exercise any
applicable due diligence responsibilities, and cause the officers, directors and employees
of the Company and its subsidiaries to supply all information reasonably requested by any
such Inspector in connection with such Registration Statement and Prospectus. Each
Inspector shall agree in writing that it will keep the Records confidential and that it will
not disclose, or use in connection with any market transactions in violation of any
applicable securities laws, any Records that the Company determines, in good faith, to be
confidential and that it notifies the Inspectors in writing are confidential unless (i) the
disclosure of such Records is necessary to avoid or correct a misstatement or omission in
such Registration Statement or Prospectus, (ii) the release of such Records is ordered
pursuant to a subpoena or other order from a court of competent jurisdiction, (iii)
disclosure of such information is necessary or advisable in the opinion of counsel for an
Inspector in connection with any action, claim, suit or proceeding, directly or indirectly,
involving or potentially involving such Inspector and arising out of, based upon, relating
to, or involving this Agreement or the Purchase Agreement, or any transactions contemplated
hereby or thereby or arising hereunder or thereunder, or (iv) the information in such
Records has been made generally available to the public; provided, however,
that (i) each Inspector shall agree to use reasonable efforts to provide notice to the
Company of the potential disclosure of any information by such Inspector pursuant to clause
(i), (ii) or (iii) of this sentence to permit the Issuers to obtain a protective order (or
waive the provisions of this paragraph (n)) and (ii) each such Inspector shall take such
actions as are reasonably necessary to protect the confidentiality of such information (if
practicable) to the extent such action is otherwise not inconsistent with, an impairment of
or in derogation of the rights and interests of the Holder or any Inspector.




     (o) Provide an indenture trustee for the Registrable Notes or the Exchange Notes, as
the case may be, and cause the Indenture or the trust indenture provided for in Section 2(a)
hereof to be qualified under the TIA not later than the effective date of the Exchange Offer
or the first Registration Statement relating to the Registrable Notes; and in connection
therewith,
cooperate with the trustee under any such indenture and the Holders of the Registrable
Notes or Exchange Notes, as applicable, to effect such changes to such 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 efforts to cause such 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 Commission to enable such indenture to be so qualified in a timely manner.




     (p) Comply with all applicable rules and regulations of the Commission and make
generally available to the Company’s securityholders earnings statements satisfying the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar
rule promulgated under the Securities Act) no later than 45 days after the end of any
12-month period (or 90 days after the end of any 12-month period if such period is a fiscal
year) (i) commencing at the end of any fiscal quarter in which Registrable Notes or Exchange
Notes are sold to underwriters in a firm commitment or best efforts underwritten offering
and (ii) if not sold to



-14-









 






underwriters in such an offering, commencing on the first day of the
first fiscal quarter of the Company after the effective date of a Registration Statement,
which statements shall cover said 12-month periods consistent with the requirements of Rule
158.




     (q) Upon the request of a Holder, upon consummation of the Exchange Offer or a Private
Exchange, use their reasonable efforts to obtain an opinion of counsel to the Issuers, in a
form customary for underwritten transactions, addressed to the Trustee for the benefit of
all Holders of Registrable Notes participating in the Exchange Offer or the Private
Exchange, as the case may be, that the Exchange Notes or Private Exchange Notes, as the case
may be, and the related indenture constitute legal, valid and binding obligations of the
Issuers, enforceable against the Issuers in accordance with its respective terms, subject to
customary exceptions and qualifications.




     (r) If the Exchange Offer or a Private Exchange is to be consummated, upon delivery of
the Registrable Notes by Holders to the Company (or to such other Person as directed by the
Company) in exchange for the Exchange Notes or the Private Exchange Notes, as the case may
be, mark, or cause to be marked, on such Registrable Notes that such Registrable Notes are
being cancelled in exchange for the Exchange Notes or the Private Exchange Notes, as the
case may be; provided that in no event shall such Registrable Notes be marked as
paid or otherwise satisfied.




     (s) Cooperate with each seller of Registrable Notes covered by any Registration
Statement and each underwriter, if any, participating in the disposition of such Registrable
Notes and their respective counsel in connection with any filings required to be made with
the Financial Industry Regulatory Authority (the “FINRA”).




     (t) Use their reasonable efforts to take all other steps reasonably necessary or
advisable to effect the registration of the Exchange Notes and/or Registrable Notes covered
by a Registration Statement contemplated hereby.



          The Company may require each seller of Registrable Notes or Exchange Notes as to which any
registration is being effected to furnish to the Company such information regarding such seller and
the distribution of such Registrable Notes or Exchange Notes as the Company may, from time to time,
reasonably request. The Company may exclude from such registration the Registrable Notes of any
seller so long as such seller fails to furnish such information within a reasonable time after
receiving such request and in the event of such an exclusion, the Company shall have no further obligation
under this Agreement (including, without limitation, the obligations under Section 4) with respect
to such seller or any subsequent Holder of such Registrable Notes. Each seller as to which any
Shelf Registration is being effected agrees to furnish promptly to the Company all information
required to be disclosed in order to make any information previously furnished to the Company by
such seller not materially misleading.




          If any such Registration Statement refers to any Holder by name or otherwise as the holder of
any securities of the Issuers, then such Holder shall have the right to require (i) the insertion
therein of language, in form and substance reasonably satisfactory to such Holder, to the effect
that the holding by such Holder of such securities is not to be construed as a recommendation by
such Holder of the investment quality of the securities covered thereby and that such holding does
not imply that such Holder will assist in meeting any future financial requirements of the Issuers,
or (ii) in the event that such reference to such Holder by name or otherwise is not required by the
Securities Act or any similar federal statute then in force, the deletion of the reference to such
Holder in any amendment or supplement to the



-15-









 






applicable Registration Statement filed or prepared
subsequent to the time that such reference ceases to be required.




          Each Holder of Registrable Notes and each Participating Broker-Dealer agrees by acquisition of
such Registrable Notes or Exchange Notes that, upon actual receipt of any notice from the Company
(x) of the happening of any event of the kind described in Section 5(c)(ii), 5(c)(iii), 5(c)(iv),
or 5(c)(v) hereof, or (y) that the Board of Directors of the Company (the “Board of
Directors”) has resolved that the Company has a bona fide business purpose for doing so, then,
upon providing such notice (which shall refer to this penultimate paragraph of this Section 5 and
comply with the provisions of the last paragraph of this Section 5), the Issuers may delay the
filing or the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration
Statement (if not then filed or effective, as applicable) and shall not be required to maintain the
effectiveness thereof or amend or supplement the Exchange Offer Registration Statement or the Shelf
Registration, in all cases, for a period (a “Delay Period”) expiring upon the earlier to
occur of (i) in the case of the immediately preceding clause (x), such Holder’s or Participating
Broker-Dealer’s receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 5(k) hereof or until it is advised in writing (the “Advice”) by the Company that
the use of the applicable Prospectus may be resumed, and has received copies of any amendments or
supplements thereto or (ii) in the case of the immediately preceding clause (y), the date which is
the earlier of (A) the date on which such business purpose ceases to interfere with the Issuers’
obligations to file or maintain the effectiveness of any such Registration Statement pursuant to
this Agreement or (B) 60 days after the Company notifies the Holders of such good faith
determination. There shall not be more than 90 days of Delay Periods during any 12-month period.
Each of the Effectiveness Period and the Applicable Period, if applicable, shall be extended by a
number of days equal to the number of days during any Delay Period. Any Delay Period will not
alter the obligations of the Issuers to pay Liquidated Damages under the circumstances set forth in
Section 4 hereof.




          In the event of any Delay Period pursuant to clause (y) of the preceding paragraph, notice
shall be given as soon as practicable after the Board of Directors makes such a determination of
the need for a Delay Period and shall state, to the extent practicable, an estimate of the duration
of such Delay Period and shall advise the recipient thereof of the agreement of such Holder
provided in the next succeeding sentence. Each Holder, by his acceptance of any Registrable Note,
agrees that during any Delay Period, each Holder will discontinue disposition of such Notes or
Exchange Notes covered by such Registration Statement or Prospectus or Exchange Notes to be sold by
such Holder or Participating Broker-Dealer, as the case may be.




     Section 6. Registration Expenses



          All fees and expenses incident to the performance of or compliance with this Agreement by the
Issuers (other than any underwriting discounts or commissions) shall be borne by the Issuers,
whether or not the Exchange Offer Registration Statement or the Shelf Registration is filed or
becomes effective or the Exchange Offer is consummated, including, without limitation, (i) all
registration and filing fees (including, without limitation, (A) fees with respect to filings
required to be made with the FINRA in connection with an underwritten offering and (B) fees and
expenses of compliance with state securities or Blue Sky laws (including, without limitation,
reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the
Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes
or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of
Registrable Notes are located, in the case of an Exchange Offer, or (y) as provided in Section 5(h)
hereof, in the case of a Shelf Registration or in the case of Exchange Notes to be sold by a
Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including,
without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in




-16-









 







a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the
printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by
the Holders of a majority in aggregate principal amount of the Registrable Notes included in any
Registration Statement or in respect of Exchange Notes to be sold by any Participating
Broker-Dealer during the Applicable Period, as the case may be, (iii) messenger, telephone and
delivery expenses, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and
disbursements of one special counsel for all of the sellers of Registrable Notes (exclusive of any
counsel retained pursuant to Section 7 hereof), (v) fees and disbursements of all independent
certified public accountants referred to in Section 5(m)(iii) hereof (including, without
limitation, the expenses of any special audit and “cold comfort” letters required by or incident to
such performance), (vi) Securities Act liability insurance, if the Issuers desire such insurance,
(vii) fees and expenses of all other Persons retained by any of the Issuers, (viii) internal
expenses of the Issuers (including, without limitation, all salaries and expenses of officers and
employees of the Company or its subsidiaries performing legal or accounting duties), (ix) the
expense of any annual audit, (x) the fees and expenses incurred in connection with the listing of
the securities to be registered on any securities exchange, and the obtaining of a rating of the
securities, in each case, if applicable, and (xi) the expenses relating to printing, word
processing and distributing all Registration Statements, underwriting agreements, indentures and
any other documents necessary in order to comply with this Agreement. Notwithstanding the
foregoing or anything to the contrary, each Holder shall pay all underwriting discounts and
commissions of any underwriters with respect to any Registrable Notes sold by or on behalf of it.




     Section 7. Indemnification



          (a) The Issuers, jointly and severally, agree to indemnify and hold harmless each Holder of
Registrable Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable
Period, each Person, if any, who controls any such Person within the meaning of Section 15 of the
Securities Act or Section 20(a) of the Exchange Act, the agents, employees, officers and directors
of each Holder and each such Participating Broker-Dealer and the agents, partners, members,
employees, officers, managers and directors of any such controlling Person (each, a
“Participant”) from and against any and all losses, liabilities, claims, damages and
expenses whatsoever (including, but not limited to, reasonable attorneys’ fees and any and all
reasonable expenses whatsoever actually incurred in investigating, preparing or defending against
any litigation, commenced or threatened, or any claim whatsoever, and any and all reasonable
amounts paid in settlement of any claim or litigation (in the manner set forth in clause (c)
below)) (collectively, “Losses”) to which they or any of them may become
subject under the Securities Act, the Exchange Act or otherwise insofar as such Losses (or
actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement (or any amendment thereto) or
Prospectus (as amended or supplemented if the Company shall have furnished any amendments or
supplements thereto) or any preliminary prospectus or Free Writing Prospectus, or caused by,
arising out of or based upon any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, provided that the foregoing
indemnity shall not be available to any Participant insofar as such Losses are caused by any untrue
statement or omission or alleged untrue statement or omission made in reliance upon and in
conformity with information relating to such Participant furnished to the Company in writing by or
on behalf of such Participant expressly for use therein. This indemnity agreement will be in
addition to any liability that the Issuers may otherwise have, including, but not limited to,
liability under this Agreement.




-17-









 








          (b) Each Participant agrees, severally and not jointly, to indemnify and hold harmless each
Issuer, each Person, if any, who controls any Issuer within the meaning of Section 15 of the
Securities Act or Section 20(a) of the Exchange Act, and each of their respective agents, partners,
members, employees, officers and directors and the agents, employees, officers and directors of any
such controlling Person from and against any Losses to which they or any of them may become subject
under the Securities Act, the Exchange Act or otherwise insofar as such Losses (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of
a material fact contained in any Registration Statement (or any amendment thereto) or Prospectus
(as amended or supplemented if the Company shall have furnished any amendments or supplements
thereto) or any preliminary prospectus or Free Writing Prospectus, or caused by, arising out of or
based upon any omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading, in each case to the extent, but only to the extent, that any such
Loss arises out of or is based upon any untrue statement or alleged untrue statement or omission or
alleged omission made in reliance upon and in conformity with information relating to such
Participant furnished in writing to the Company by or on behalf of such Participant expressly for
use therein.




          (c) Promptly after receipt by an indemnified party under subsection 7(a) or 7(b) above of
notice of the commencement of any action, suit or proceeding (collectively, an “action”),
such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify each party against whom indemnification is to be sought in
writing of the commencement of such action (but the failure so to notify an indemnifying party
shall not relieve such indemnifying party from any liability that it may have under this Section 7
except to the extent that it has been prejudiced in any material respect by such failure). In case
any such action is brought against any indemnified party, and it notifies an indemnifying party of
the commencement of such action, the indemnifying party will be entitled to participate in such
action, and to the extent it may elect by written notice delivered to the indemnified party
promptly after receiving the aforesaid notice from such indemnified party, to assume the defense of
such action with counsel satisfactory to such indemnified party. Notwithstanding the foregoing,
the indemnified party or parties shall have the right to employ its or their own counsel in any
such action, but the reasonable fees and expenses of such counsel shall be at the expense of such
indemnified party or parties unless (i) the employment of such counsel shall have been authorized
in writing by the indemnifying parties in connection with the defense of such action, (ii) the
indemnifying parties shall not have employed counsel to take charge of the defense of such action
within a reasonable time after notice of commencement of the action, or (iii) the named parties to
such action (including any impleaded parties) include such indemnified party and the indemnifying
party or parties (or such indemnifying parties have assumed the defense of such action), and such
indemnified party or parties shall have reasonably concluded, that there may be defenses available
to it or them that are different from or additional to those available to one or all of the
indemnifying parties (in which case the indemnifying parties shall not have the right to direct the
defense of such action on behalf of the indemnified party or parties), in any of which events such
reasonable fees and expenses of counsel shall be borne by the indemnifying parties. In no event
shall the indemnifying party be liable for the fees and expenses of more than one counsel (together
with appropriate local counsel) at any time for all indemnified parties in connection with any one
action or separate but substantially similar or related actions arising in the same jurisdiction
out of the same general allegations or circumstances. Any such separate firm for the Participants
shall be designated in writing by Participants who sold a majority in interest of Registrable Notes
sold by all such Participants and shall be reasonably acceptable to the Company and any such
separate firm for the Issuers, their Affiliates, officers, directors, representatives, employees
and agents and such control Person of the Issuers shall be designated in writing by the Issuers and
shall be reasonably acceptable to the Holders. An indemnifying party shall not be liable for any





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settlement of any claim or action effected without its written consent, which consent may not be
unreasonably withheld. No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened proceeding in respect of
which any indemnified party is or could have been a party and indemnity could have been sought
hereunder by such indemnified party, unless such settlement (x) includes an unconditional release
of such indemnified party from all liability on claims that are the subject matter of such
proceeding and (y) 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.




          (d) In order to provide for contribution in circumstances in which the indemnification
provided for in this Section 7 is for any reason held to be unavailable from the indemnifying
party, or is insufficient to hold harmless a party indemnified under this Section 7, each
indemnifying party shall contribute to the amount paid or payable by such indemnified party as a
result of such aggregate Losses (i) in such proportion as is appropriate to reflect the relative
benefits received by each indemnifying party, on the one hand, and each indemnified party, on the
other hand, from the sale of the Notes to the Initial Purchasers or the resale of the Registrable
Notes by such Holder, as applicable, or (ii) if such allocation is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits referred to in
clause (i) above but also the relative fault of each indemnified party, on the one hand, and each
indemnifying party, on the other hand, in connection with the statements or omissions that resulted
in such Losses, as well as any other relevant equitable considerations. The relative benefits
received by the Issuers, on the one hand, and each Participant, on the other hand, shall be deemed
to be in the same proportion as (x) the total proceeds from the sale of the Notes to the Initial
Purchasers (net of discounts and commissions but before deducting expenses) received by the Issuers
are to (y) the total net profit received by such Participant in connection with the sale of the
Registrable Notes. The relative fault of the parties shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Issuers or such
Participant and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission or alleged statement or omission.




          (e) The parties agree that it would not be just and equitable if contribution pursuant to this
Section 7 were determined by pro rata allocation or by any other method of allocation that does not
take into account the equitable considerations referred to above. Notwithstanding the provisions
of this Section 7, (i) in no case shall any Participant be required to contribute any amount in
excess of the amount by which the net profit received by such Participant in connection with the
sale of the Registrable Notes exceeds the amount of any damages that such Participant has otherwise been required to
pay by reason of any untrue or alleged untrue statement or omission or alleged omission and (ii) no
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. Any party entitled to contribution will, promptly after receipt of
notice of commencement of any action against such party in respect of which a claim for
contribution may be made against another party or parties under this Section 7, notify such party
or parties from whom contribution may be sought, but the omission to so notify such party or
parties shall not relieve the party or parties from whom contribution may be sought from any
obligation it or they may have under this Section 7 or otherwise, except to the extent that it has
been prejudiced in any material respect by such failure; provided, however, that no
additional notice shall be required with respect to any action for which notice has been given
under this Section 7 for purposes of indemnification. Anything in this section to the contrary
notwithstanding, no party shall be liable for contribution with respect to any action or claim
settled without its written consent, provided, however, that such written consent
was not unreasonably withheld.





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     Section 8. Rules 144 and 144A



          The Issuers covenant that they will file the reports required, if any, to be filed by them
under the Securities Act and the Exchange Act and the rules and regulations adopted by the
Commission thereunder in a timely manner in accordance with the requirements of the Securities Act
and the Exchange Act and, if at any time the Issuers are not required to file such reports, they
will, upon the request of any Holder or beneficial owner of Registrable Notes, make available such
information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Issuers
further covenant that for so long as any Registrable Notes remain outstanding they will take such
further action as any Holder of Registrable Notes may reasonably request from time to time to
enable such Holder to sell Registrable Notes without registration under the Securities Act within
the limitation of the exemptions provided by (a) Rule 144 and Rule 144A under the Securities Act,
as such Rules may be amended from time to time, or (b) any similar rule or regulation hereafter
adopted by the Commission.




     Section 9. Underwritten Registrations



          If any of the Registrable Notes covered by any Shelf Registration are to be sold in an
underwritten offering, the investment banker or investment bankers and manager or managers that
will manage the offering will be selected by the Holders of a majority in aggregate principal
amount of such Registrable Notes included in such offering and shall be reasonably acceptable to
the Company.




          No Holder of Registrable Notes may participate in any underwritten registration hereunder if
such Holder does not (a) agree to sell such Holder’s Registrable Notes on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements
and (b) complete and execute all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting arrangements.




     Section 10. Miscellaneous



          (a) No Inconsistent Agreements. The Issuers have not, as of the date hereof, and
shall not, after the date of this Agreement, enter into any agreement with respect to any of their
securities that is inconsistent with the rights granted to the Holders of Registrable Notes in this
Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders
hereunder do not conflict with and
are not inconsistent with, in any material respect, the rights granted to the holders of any
of the Issuers’ other issued and outstanding securities under any such agreements. The Issuers
have not entered and will not enter into any agreement with respect to any of their securities
which will grant to any Person piggy-back registration rights with respect to any Registration
Statement.




          (b) Adjustments Affecting Registrable Notes. The Issuers shall not, directly or
indirectly, take any action with respect to the Registrable Notes as a class that would adversely
affect the ability of the Holders of Registrable Notes to include such Registrable Notes in a
registration undertaken pursuant to this Agreement.




          (c) Amendments and Waivers. The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof may not
be given except pursuant to a written agreement duly signed and delivered by (I) the Company on
behalf of all Issuers and (II)(A) the Holders of not less than a majority in aggregate principal
amount of the then outstanding Registrable Notes and (B) in circumstances that would adversely
affect the Participating Broker-Dealers, the Participating Broker-Dealers holding not less than a
majority in aggregate principal





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amount of the Exchange Notes held by all Participating
Broker-Dealers; provided, however, that Section 7 and this Section 10(c) may not be
amended, modified or supplemented except pursuant to a written agreement duly signed and delivered
by the Company on behalf of all Issuers and each Holder and each Participating Broker-Dealer
(including any Person who was a Holder or Participating Broker-Dealer of Registrable Notes or
Exchange Notes, as the case may be, disposed of pursuant to any Registration Statement) affected by
any such amendment, modification, supplement or waiver. Notwithstanding the foregoing, a waiver or
consent to depart from the provisions hereof with respect to a matter that relates exclusively to
the rights of Holders of Registrable Notes whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect, impair, limit or compromise
the rights of other Holders of Registrable Notes may be given by Holders of at least a majority in
aggregate principal amount of the Registrable Notes being sold pursuant to such Registration
Statement.




          (d) Notices. All notices and other communications (including, without limitation, any
notices or other communications to the Trustee) provided for or permitted hereunder shall be made
in writing by hand-delivery, registered first-class mail, next-day air courier or telecopier:




          (i) if to a Holder of the Registrable Notes or any Participating Broker-Dealer, at the most
current address of such Holder or Participating Broker-Dealer, as the case may be, set forth
on the records of the registrar under the Indenture.




          (ii) if to any Issuer, at the address as follows:


c/o Hercules Offshore, Inc.

9 Greenway Plaza, Suite 220

Houston, Texas 77046

Telephone: (713) 350-5100

Fax: 713-350-5105

Attention: James W. Noe





          (iii) if to the Initial Purchasers, at the address as follows:


UBS Securities LLC

677 Washington Boulevard

Stamford, Connecticut 06901

Telephone: (203) 719-3000

Fax: (212) 719-3667

Attention: Leveraged Capital Markets



With a copy at such address to the attention of Legal Department,

Fax: (203) 719-1075




          All such notices and communications shall be deemed to have been duly given: when delivered
by hand, if personally delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt is acknowledged by the recipient’s telecopier machine, 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 and in the manner specified in such
Indenture.



-21-









 





          (e) Guarantors. So long as any Registrable Notes remain outstanding, the Issuers
shall cause each Person that becomes a guarantor of the Notes under the Indenture to execute and
deliver a counterpart to this Agreement which subjects such Person to the provisions of this
Agreement as a Guarantor. Each of the Guarantors agrees to join the Issuers in all of their
undertakings hereunder to effect the Exchange Offer for the Exchange Notes and the filing of any
Shelf Registration required hereunder.



          (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 hereto, the Holders and the
Participating Broker-Dealers; provided, however, that this Agreement shall not
inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the
extent such successor or assign holds Registrable Notes.



          (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.



          (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WHOLLY WITHIN
THE STATE OF NEW YORK.



          (j) Severability. If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in
full force and effect and
shall in no way be affected, impaired or invalidated, and the parties hereto shall use their
best efforts to find and employ an alternative means to achieve the same or substantially the same
result as that contemplated by such term, provision, covenant or restriction. It is hereby
stipulated and declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.



          (k) Securities Held by the Issuers or Their Affiliates. Whenever the consent or
approval of Holders of a specified percentage of Registrable Notes is required hereunder,
Registrable Notes held by the Issuers or any of their affiliates (as such term is defined in Rule
405 under the Securities Act) shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage.



          (l) Third-Party Beneficiaries. Holders and beneficial owners of Registrable Notes and
Participating Broker-Dealers are intended third-party beneficiaries of this Agreement, and this
Agreement may be enforced by such Persons. No other Person is intended to be, or shall be
construed as, a third-party beneficiary of this Agreement.



          (m) Attorneys’ Fees. As between the parties to this Agreement, in any action or
proceeding brought to enforce any provision of this Agreement, or where any provision hereof is
validly asserted as a defense, the successful party shall be entitled to recover reasonable
attorneys’ fees actually incurred in addition to its costs and expenses and any other available
remedy.



-22-









 





          (n) Entire Agreement. This Agreement, together with the Purchase Agreement and the
Indenture, is intended by the parties as a final and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein and therein
and any and all prior oral or written agreements, representations, or warranties, contracts,
understandings, correspondence, conversations and memoranda between the Holders on the one hand and
the Issuers on the other, or between or among any agents, representatives, parents, subsidiaries,
Affiliates, predecessors in interest or successors in interest with respect to the subject matter
hereof and thereof are merged herein and replaced hereby.



-23-









 





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



	 	 	 	 	 
	 	HERCULES OFFSHORE, INC.

 	 
	 	By:  	/s/ James W. Noe
 	 
	 	 	Name:  	James W. Noe 	 
	 	 	Title:  	Senior Vice President, General Counsel,

Chief Compliance Officer and Secretary 	 
	 
	 	CLIFFS DRILLING COMPANY

CLIFFS DRILLING TRINIDAD L.L.C.

HERCULES DRILLING COMPANY, LLC

HERCULES OFFSHORE LIFTBOAT COMPANY LLC

THE HERCULES OFFSHORE DRILLING COMPANY LLC

THE OFFSHORE DRILLING COMPANY

THE ONSHORE DRILLING COMPANY

TODCO AMERICAS INC.

TODCO MANAGEMENT SERVICES, INC.

TODCO INTERNATIONAL INC.

TODCO MEXICO INC.
 	 
	 
	 	 	 
	 	By:  	               /s/ James W. Noe
 	 
	 	 	Name:  	James W. Noe 	 
	 	 	Title:  	Vice President & Secretary 	 
	 
	 	HERCULES LIFTBOAT COMPANY, LLC

HERCULES OFFSHORE SERVICES LLC

 	 
	 	By:  	/s/ James W. Noe
 	 
	 	 	Name:  	James W. Noe 	 
	 	 	Title:  	Secretary 	 
	 
	 	HERCULES OFFSHORE HOLDINGS, LTD.

HERCULES OFFSHORE MIDDLE EAST, LTD.

 	 
	 	By:  	/s/ Don P. Rodney
 	 
	 	 	Name:  	Don P. Rodney 	 
	 	 	Title:  	President 	 
	 



Signature Page to

Registration Rights Agreement




	 	 	 	 	 



 









 






	 	 	 	 	 
	 	DELTA TOWING HOLDINGS, LLC

DELTA TOWING, LLC

 	 
	 	By:  	/s/ James W. Noe
 	 
	 	 	Name:  	James W. Noe 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 



Signature Page to

Registration Rights Agreement





 









 








	 	 	 	 	 
	 	UBS Securities LLC

Banc of America Securities LLC

Deutsche Bank Securities Inc.

Morgan Stanley & Co. Incorporated

Capital One Southcoast, Inc.

Credit Suisse Securities (USA) LLC

Goldman, Sachs & Co.

Mizuho Securities USA Inc.

Comerica Securities, Inc.

Fortis Securities LLC

Natixis Bleichroeder Inc.



By:    UBS SECURITIES LLC

         BANC OF AMERICA SECURITIES LLC

         DEUTSCHE BANK SECURITIES INC.

         MORGAN STANLEY & CO. INCORPORATED,

         as Representatives of the several Initial Purchasers
 	 
	 
	 	UBS SECURITIES LLC

 	 
	 	By:  	/s/ Francisco Pinto-Leite
 	 
	 	 	Name:  	Francisco Pinto-Leite 	 
	 	 	Title:  	Executive Director 	 
	 
	 	 	 
	 	By:  	                         /s/ Michele R. Cousins
 	 
	 	 	Name:  	Michele R. Cousins 	 
	 	 	Title:  	Director - Leveraged Capital Markets 	 
	 
	 	BANC OF AMERICA SECURITIES LLC

 	 
	 	By:  	/s/ Lex Maultsby
 	 
	 	 	Name:  	Lex Maultsby 	 
	 	 	Title:  	Managing Director 	 
	 
	 	DEUTSCHE BANK SECURITIES INC.

 	 
	 	By:  	/s/ Daniel J. Ward
 	 
	 	 	Name:  	Daniel J. Ward 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                         /s/ Sten L. Gustafson
 	 
	 	 	Name:  	Sten L. Gustafson 	 
	 	 	Title:  	Managing Director 	 
	 
	 	MORGAN STANLEY & CO. INCORPORATED

 	 
	 	By:  	/s/ John T. Roche	 
	 	 	Name:  	 John T. Roche
	 	 	Title: 	Vice President 	 
	 



Signature Page to

Registration Rights Agreement