exv4w2









Exhibit 4.2




EXECUTION
VERSION




REGISTRATION RIGHTS AGREEMENT




     This REGISTRATION RIGHTS AGREEMENT dated October 22, 2009 (the “Agreement”) is entered into by
and among ViaSat, Inc., a Delaware corporation (the “Company”), the guarantors listed in Schedule 1
hereto (the “Guarantors”), and J.P. Morgan Securities Inc. (“JPMorgan”), Banc of America Securities
LLC (“BofA”), Wells Fargo Securities, LLC (“Wells Fargo”), Oppenheimer & Co. Inc. (“Oppenheimer”)
and Stephens Inc. (“Stephens” and together with JPMorgan, BofA, Wells Fargo and Oppenheimer the
“Initial Purchasers”).



     The Company, the Guarantors and the Initial Purchasers are parties to the Purchase Agreement
dated October 19, 2009 (the “Purchase Agreement”), which provides for the sale by the Company to
the Initial Purchasers of $275,000,000 aggregate principal amount of the Company’s 8.875% Senior
Notes due 2016 guaranteed by the Guarantors under the Indenture (the “Securities”). As an
inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the
Guarantors have agreed to provide to the Initial Purchasers and their direct and indirect
transferees the registration rights set forth in this Agreement. The execution and delivery of
this Agreement is a condition to the closing under the Purchase Agreement.



     In consideration of the foregoing, the parties hereto agree as follows:



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



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



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



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



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



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



 









 





     “Exchange Offer” shall mean the exchange offer by the Company and the Guarantors of Exchange
Securities for Registrable Securities pursuant to Section 2(a) hereof.



     “Exchange Offer Registration” shall mean a registration under the Securities Act effected
pursuant to Section 2(a) hereof.



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



     “Exchange Securities” shall mean senior notes issued by the Company and guaranteed by the
Guarantors under the Indenture containing terms identical to the Securities (except that the
Exchange Securities will not be subject to restrictions on transfer or to any increase in annual
interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities
in exchange for Securities pursuant to the Exchange Offer.



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



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



     “Holders” shall mean the Initial Purchasers, for so long as they own any Registrable
Securities, and each of their successors, assigns and direct and indirect transferees who become
owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and
5 of this Agreement, the term “Holders” shall include Participating Broker-Dealers.



     “Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.



     “Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.



     “Indenture” shall mean the Indenture relating to the Securities dated as of October 22, 2009,
among the Company, the Guarantors and Wilmington Trust FSB, as trustee, as the same may be amended
or supplemented from time to time in accordance with the terms thereof.



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



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



     “Issuer Information” shall have the meaning set forth in Section 5(a) hereof.



     “JPMorgan” shall have the meaning set forth in the preamble.



     “Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of
the outstanding Registrable Securities; provided that whenever the consent or approval of Holders
of a specified percentage of Registrable Securities is required hereunder, any Registrable
Securities owned directly or indirectly by the Company or any of its affiliates shall not be
counted in determining whether such consent or approval was given by the Holders of such required
percentage or amount; and provided, further, that if the Company shall issue any additional
Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the
effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable
Securities to which this Agreement relates shall be treated together as one class for purposes of
determining whether the consent or approval of Holders of a specified percentage of Registrable
Securities has been obtained.



     “Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.



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



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



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



     “Registrable Securities” shall mean the Securities; provided that the Securities shall cease
to be Registrable Securities on the earliest to occur of the following: (i) when a Registration
Statement with respect to such Securities has become effective under the Securities Act and such
Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) the
date on which such Securities cease to be outstanding and (iii) two years after the



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later of the date of the original issue of the Securities and the last date on which the Company or
any of its affiliates was the owner of such Securities as such date may be extended pursuant to
Section 3(d) hereof.




     “Registration Expenses” shall mean any and all expenses incident to performance of or
compliance by the Company and the Guarantors with this Agreement, including without limitation: (i)
all SEC, stock exchange or Financial Industry Regulatory Authority registration and filing fees,
(ii) all fees and expenses incurred in connection with compliance with state securities or blue sky
laws (including reasonable fees and disbursements of one counsel for any Underwriters or Holders in
connection with blue sky qualification of any Exchange Securities or Registrable Securities), (iii)
all expenses of any Persons in preparing or assisting in preparing, word processing, printing and
distributing any Registration Statement, any Prospectus, any Free Writing Prospectus and any
amendments or supplements thereto, any underwriting agreements, securities sales agreements or
other similar agreements and any other documents relating to the performance of and compliance with
this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the
qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of
the Trustee (including reasonable related fees and expenses of one counsel), (vii) the fees and
disbursements of counsel for the Company and the Guarantors and, in the case of a Shelf
Registration Statement, the fees and disbursements of one counsel for the Holders (which counsel
shall be selected by the Majority Holders and which counsel may also be counsel for the Initial
Purchasers) and (viii) the fees and disbursements of the independent public accountants of the
Company and the Guarantors, including the expenses of any special audits or “comfort” letters
required by or incident to the performance of and compliance with this Agreement, but excluding
fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause
(ii) above) or the Holders and underwriting discounts and commissions, brokerage commissions and
transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.



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



     “SEC” shall mean the United States Securities and Exchange Commission.



     “Securities” shall have the meaning set forth in the preamble.



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



     “Shelf Additional Interest Date” shall have the meaning set forth in Section 2(d) hereof.



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



     “Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.



     “Shelf Registration Statement” shall mean a “shelf” registration statement of the Company and
the Guarantors that covers all or a portion of the Registrable Securities (but no other securities
unless approved by a majority of the Holders whose Registrable Securities are to be covered by such
Shelf Registration Statement) on an appropriate form under Rule 415 under the Securities Act, or
any similar rule that may be adopted by the SEC, and all amendments and supplements to such
registration statement, including post-effective amendments, in each case including the Prospectus
contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by
reference therein.



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



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



     “Staff” shall mean the staff of the SEC.



     “Target Registration Date” shall mean October 22, 2010.



     “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to
time.



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



     “Underwriter” shall have the meaning set forth in Section 3(e) hereof.



     “Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an
Underwriter for reoffering to the public.



     2. Registration Under the Securities Act. (a) To the extent not prohibited by any
applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall use
their commercially reasonable efforts to



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(i) cause to be filed an Exchange Offer Registration Statement covering an offer to the
Holders to exchange all the Registrable Securities for Exchange Securities and (ii) have such
Registration Statement remain effective for use by one or more Participating Broker-Dealers until
the earlier of (1) 180 days after the last Exchange Date and (2) such time as no Participating
Broker-Dealer holds any Registrable Securities. The Company and the Guarantors shall commence the
Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by
the SEC and use their commercially reasonable efforts to complete the Exchange Offer not later than
60 days after such effective date and, in any event, not later than the Target Registration Date.




     The Company and the Guarantors shall commence the Exchange Offer by mailing the related
Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder
stating, in addition to such other disclosures as are required by applicable law, substantially the
following:




	(i)	 	that the Exchange Offer is being made pursuant to this Agreement and that all Registrable
Securities validly tendered and not properly withdrawn will be accepted for exchange;
	 
	(ii)	 	the dates of acceptance for exchange (which shall be a period of at least 20 Business Days
from the date such notice is mailed) (the “Exchange Dates”);
	 
	(iii)	 	that any Registrable Security not tendered will remain outstanding and continue to accrue
interest but will not retain any rights under this Agreement, except as otherwise expressly
specified herein;
	 
	(iv)	 	that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange
Offer will be required to (A) surrender such Registrable Security, together with the
appropriate letters of transmittal, to the institution and at the address and in the manner
specified in the notice, or (B) effect such exchange otherwise in compliance with the
applicable procedures of the depositary for such Registrable Security, in each case prior to
the close of business on the last Exchange Date; and
	 
	(v)	 	that any Holder will be entitled to withdraw its election, not later than the close of
business on the last Exchange Date, by (A) sending to the institution and at the address
specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the
name of such Holder, the principal amount of Registrable Securities delivered for exchange and
a statement that such Holder is withdrawing its election to have such Securities exchanged or
(B) effecting such withdrawal in compliance with the applicable procedures of the depositary
for the Registrable Securities.




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     As a condition to participating in the Exchange Offer, a Holder will be required to represent
to the Company and the Guarantors that (i) any Exchange Securities to be received by it will be
acquired in the ordinary course of its business, (ii) at the time of the commencement of the
Exchange Offer it has no arrangement or understanding with any Person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of
the provisions of the Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule
405 under the Securities Act) of the Company or any Guarantor and (iv) if such Holder is a
broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable
Securities that were acquired as a result of market-making or other trading activities, then such
Holder will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus
to purchasers) in connection with any resale of such Exchange Securities.



     As soon as practicable after the last Exchange Date, the Company and the Guarantors shall:




	(i)	 	accept for exchange Registrable Securities or portions thereof validly tendered and not
properly withdrawn pursuant to the Exchange Offer; and
	 
	(ii)	 	deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities
or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee
to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal
amount to the principal amount of the Registrable Securities of such Holder so accepted for
exchange by the Company.





     The Company and the Guarantors shall use their commercially reasonable efforts to complete the
Exchange Offer as provided above and shall comply with the applicable requirements of the
Securities Act, the Exchange Act and other applicable laws and regulations in connection with the
Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the
Exchange Offer does not violate any applicable law or applicable interpretations of the Staff.



     (b) In the event that (i) the Company and the Guarantors determine that the Exchange Offer
Registration provided for in Section 2(a) above is not available or the Exchange Offer may not be
completed as soon as practicable after the last Exchange Date because it would violate any
applicable law or applicable interpretations of the Staff, (ii) the Exchange Offer is not for any
other reason completed by the Target Registration Date or (iii) upon receipt of a written request
(a “Shelf Request”) prior to the 30th day following the last Exchange Date from any
Initial Purchaser representing that it holds Registrable Securities that are or were ineligible to
be exchanged in the Exchange Offer, the Company and the Guarantors shall use their commercially
reasonable efforts to cause to be filed as soon as practicable after such determination, date or
Shelf Request, as



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the case may be, a Shelf Registration Statement providing for the sale of all the Registrable
Securities by the selling Holders thereof and to have such Shelf Registration Statement become
effective; provided that no Holder shall be entitled to have its Registrable Securities covered by
such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the
provisions of this Agreement applicable to such Holder and has returned to the Company a completed
and signed selling securityholder questionnaire in reasonable and customary form by the reasonable
deadline for responses set forth therein. To the extent that a Shelf Registration Statement is
required to be filed pursuant to clause (ii) and the Exchange Offer is completed on a date later
than the Target Registration Date, the Company and the Guarantors shall no longer be required to
use commercially reasonable efforts to file, make effective or continue the effectiveness of the
Shelf Registration Statement, except to the extent required pursuant to clause (i) or (iii).




     In the event that the Company and the Guarantors are required to file a Shelf Registration
Statement pursuant to clause (iii) of the preceding paragraph, the Company and the Guarantors shall
use their commercially reasonable efforts to file and have become effective both an Exchange Offer
Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a
Shelf Registration Statement (which may be a combined Registration Statement with the Exchange
Offer Registration Statement) with respect to offers and sales of Registrable Securities held by
the Initial Purchasers that were ineligible to be exchanged in the Exchange Offer.



     The Company and the Guarantors agree to use their commercially reasonable efforts to keep the
Shelf Registration Statement continuously effective until such time as all Registrable Securities
covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration
Statement or are no longer outstanding (the “Shelf Effectiveness Period”). The Company and the
Guarantors further agree to supplement or amend the Shelf Registration Statement, the related
Prospectus and any Free Writing Prospectus if required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf Registration Statement or by
the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a
Holder of Registrable Securities with respect to information relating to such Holder, and to use
their commercially reasonable efforts to cause any such amendment to become effective, if required,
and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be,
to become usable as soon as reasonably practicable thereafter. The Company and the Guarantors
agree to furnish to the Holders of Registrable Securities copies of any such supplement or
amendment promptly after its being used or filed with the SEC.



     (c) The Company and the Guarantors shall pay all Registration Expenses in connection with any
registration pursuant to Section 2(a) or Section



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2(b) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage
commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s
Registrable Securities pursuant to the Shelf Registration Statement.




     (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be
deemed to have become effective unless it has been declared effective by the SEC. A Shelf
Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective
unless it has been declared effective by the SEC or is automatically effective upon filing with the
SEC as provided by Rule 462 under the Securities Act.



     In the event that either the Exchange Offer is not completed or the Shelf Registration
Statement, if required pursuant to Section 2(b)(i) or 2(b)(ii) hereof, has not become effective on
or prior to the Target Registration Date, the interest rate on the Registrable Securities will be
increased by (i) 0.25% per annum for the first 90-day period immediately following the Target
Registration Date and (ii) an additional 0.25% per annum with respect to each subsequent 90-day
period, in each case until the Exchange Offer is completed or the Shelf Registration Statement, if
required hereby, becomes effective or the Securities become freely tradable under the Securities
Act, up to a maximum increase of 1.00% per annum. In the event that the Company receives a Shelf
Request pursuant to Section 2(b)(iii), and the Shelf Registration Statement required to be filed
thereby has not become effective by the later of June 29, 2010 or (y) 90 days after delivery of
such Shelf Request (such later date, the “Shelf Additional Interest Date”), then the interest rate
on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period
payable commencing from one day after the Shelf Additional Interest Date and (ii) an additional
0.25% per annum with respect to each subsequent 90-day period, in each case until the Shelf
Registration Statement becomes effective or the Securities become freely tradable under the
Securities Act, up to a maximum increase of 1.00% per annum.



     If the Shelf Registration Statement, if required hereby, has become effective and thereafter
either ceases to be effective or the Prospectus contained therein ceases to be usable, in each case
whether or not permitted by this Agreement, at any time during the Shelf Effectiveness Period, and
such failure to remain effective or usable exists for more than 30 days (whether or not
consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be
increased by 1.00% per annum commencing on the 31st day in such 12-month period and ending on such
date that the Shelf Registration Statement has again been declared effective or the Prospectus
again becomes usable; provided, however, that in no event shall such additional interest, together
with the additional interest payable pursuant to the immediately preceding paragraph, if any,
exceed 1.00% per annum.



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     (e) Without limiting the remedies available to the Initial Purchasers and the Holders, the
Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply
with their obligations under Section 2(a) and Section 2(b) hereof may result in material
irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy
at law, that it will not be possible to measure damages for such injuries precisely and that, in
the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may
be required to specifically enforce the Company’s and the Guarantors’ obligations under Section
2(a) and Section 2(b) hereof; provided that the Initial Purchasers and Holders shall not be
entitled to such relief in the event that the Company has removed the restrictive legend from all
Registrable Securities that bear such legend pursuant to Section 2(f) hereof.



     (f) The Company shall use commercially reasonable efforts, on or prior to October 22, 2010, to
remove the restrictive legend from any Registrable Securities that bear such legend on such date
and to obtain an unrestricted CUSIP number for such Registrable Securities, in each case to the
extent permitted by applicable law.



     3. Registration Procedures. (a) In connection with their obligations pursuant to
Section 2(a) and Section 2(b) hereof, the Company and the Guarantors shall:



     (i) prepare and file with the SEC a Registration Statement on the appropriate form under the
Securities Act, which form (x) shall be selected by the Company and the Guarantors, (y) shall, in
the case of a Shelf Registration, be available for the sale of the Registrable Securities by the
Holders thereof and (z) shall comply as to form in all material respects with the requirements of
the applicable form and include all financial statements required by the SEC to be filed therewith;
and use their commercially reasonable efforts to cause such Registration Statement to become
effective and remain effective for the applicable period in accordance with Section 2 hereof;



     (ii) prepare and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement effective for the
applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented
by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424
under the Securities Act; and keep each Prospectus current during the period described in Section
4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or
dealers with respect to the Registrable Securities or Exchange Securities;



     (iii) to the extent any Free Writing Prospectus is used, file with the SEC any Free Writing
Prospectus that is required to be filed by the Company or the



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Guarantors with the SEC in accordance with the Securities Act and to retain any Free Writing
Prospectus not required to be filed;




     (iv) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities
covered by the Shelf Registration Statement, to counsel for the Initial Purchasers, to counsel for
such Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any,
without charge, as many copies of each Prospectus, preliminary prospectus or Free Writing
Prospectus, and any amendment or supplement thereto, as such Holder, counsel or Underwriter may
reasonably request in order to facilitate the sale or other disposition of the Registrable
Securities thereunder; and the Company and the Guarantors consent to the use of such Prospectus,
preliminary prospectus or such Free Writing Prospectus and any amendment or supplement thereto in
accordance with applicable law by each of the selling Holders of Registrable Securities and any
such Underwriters in connection with the offering and sale of the Registrable Securities covered by
and in the manner described in such Prospectus, preliminary prospectus or such Free Writing
Prospectus or any amendment or supplement thereto in accordance with applicable law;



     (v) use their commercially reasonable efforts to register or qualify the Registrable
Securities under all applicable state securities or blue sky laws of such jurisdictions as any
Holder of Registrable Securities covered by a Registration Statement shall reasonably request in
writing by the time the applicable Registration Statement becomes effective; cooperate with such
Holders in connection with any filings required to be made with the Financial Industry Regulatory
Authority; and do any and all other acts and things that may be reasonably necessary or advisable
to enable each Holder to complete the disposition in each such jurisdiction of the Registrable
Securities owned by such Holder; provided that neither the Company nor any Guarantor shall
be required to (1) qualify as a foreign corporation or other entity or as a dealer in securities in
any such jurisdiction where it would not otherwise be required to so qualify, (2) file any general
consent to service of process in any such jurisdiction or (3) subject itself to taxation in any
such jurisdiction if it is not so subject;



     (vi) notify counsel for the Initial Purchasers and, in the case of a Shelf Registration,
notify each Holder of Registrable Securities covered by the Shelf Registration Statement and
counsel for such Holders promptly and, if requested by any such Holder or counsel, confirm such
advice in writing (1) when a Registration Statement has become effective, when any post-effective
amendment thereto has been filed and becomes effective, when any Free Writing Prospectus has been
filed or any amendment or supplement to the Prospectus or any Free Writing Prospectus has been
filed, (2) of any request by the SEC or any state securities authority for amendments and
supplements to a Registration Statement, Prospectus or any Free Writing Prospectus or for
additional information after the Registration Statement has become effective, (3) of the issuance
by the SEC or any state securities authority of any stop order



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suspending the effectiveness of a Registration Statement or the initiation of any proceedings
for that purpose, including the receipt by the Company of any notice of objection of the SEC to the
use of a Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule
401(g)(2) under the Securities Act, (4) if, between the applicable effective date of a Shelf
Registration Statement and the closing of any sale of Registrable Securities covered thereby, the
representations and warranties of the Company or any Guarantor contained in any underwriting
agreement, securities sales agreement or other similar agreement, if any, relating to an offering
of such Registrable Securities cease to be true and correct in all material respects or if the
Company or any Guarantor receives any notification with respect to the suspension of the
qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any
proceeding for such purpose, (5) of the happening of any event, including any pending corporate
development, during the period a Registration Statement is effective that makes any statement made
in such Registration Statement or the related Prospectus or any Free Writing Prospectus untrue in
any material respect or would constitute an omission or alleged
omission to state therein a material fact required to be stated
therein or necessary in order to make the statements therein not
misleading or that requires the making of
any changes in such Registration Statement or Prospectus or any Free Writing Prospectus in order to
make the statements therein not misleading and (6) of any determination by the Company or any
Guarantor that a post-effective amendment to a Registration Statement or any amendment or
supplement to the Prospectus or any Free Writing Prospectus would be appropriate;




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



     (viii) in the case of a Shelf Registration, if requested, furnish to each selling Holder of
Registrable Securities, without charge, at least one conformed copy of each Shelf Registration
Statement and any post-effective amendment thereto (without any documents incorporated therein by
reference or exhibits thereto, unless requested);



     (ix) in the case of a Shelf Registration, cooperate with the selling Holders of Registrable
Securities to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any restrictive legends and enable such
Registrable Securities to be issued in such denominations and registered in such names (consistent
with the provisions of the Indenture) as such Holders may reasonably request at least one Business
Day prior to the closing of any sale of Registrable Securities;



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     (x) in the case of a Shelf Registration, upon the occurrence of any event contemplated by
Section 3(a)(vi)(5) hereof, use their commercially reasonable efforts to prepare and file with the
SEC a supplement or post-effective amendment to such Shelf Registration Statement or the related
Prospectus or any Free Writing Prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered (or, to the extent permitted by law,
made available) to purchasers of the Registrable Securities, such Prospectus or Free Writing
Prospectus, as the case may be, will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and the Company and the Guarantors shall notify the
Holders of Registrable Securities to suspend use of the Prospectus or any Free Writing Prospectus
as promptly as practicable after the occurrence of such an event, and such Holders hereby agree to
suspend use of the Prospectus or any Free Writing Prospectus, as the case may be, until the Company
and the Guarantors have amended or supplemented the Prospectus or the Free Writing Prospectus, as
the case may be, to correct such misstatement or omission;



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



13









 






     (xii) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case
may be, not later than the initial effective date of a Registration Statement;



     (xiii) cause the Indenture to be qualified under the Trust Indenture Act in connection with
the registration of the Exchange Securities or Registrable Securities, as the case may be;
cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be
required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture
Act; and execute, and use their commercially reasonable efforts to cause the Trustee to execute,
all documents as may be required to effect such changes and all other forms and documents required
to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;



     (xiv) in the case of a Shelf Registration, subject to execution of confidentiality agreements
reasonably satisfactory to the Company, make available for inspection at the Company’s principal
place of business by a representative of the selling Holders of the Registrable Securities (an
“Inspector”), any Underwriter participating in any disposition pursuant to such Shelf Registration
Statement, any attorneys and accountants designated by a majority of the Holders of Registrable
Securities to be included in such Shelf Registration and any attorneys and accountants designated
by such Underwriter, at reasonable times and in a reasonable manner, all pertinent financial and
other records, documents and properties of the Company and its subsidiaries, and cause the
respective officers, directors and employees of the Company and the Guarantors to supply all
information reasonably requested by any such Inspector, Underwriter, attorney or accountant in
connection with a Shelf Registration Statement as is customary for similar due diligence
examinations;



     (xv) in the case of a Shelf Registration, use their commercially reasonable efforts to cause
all Registrable Securities to be listed on any securities exchange or any automated quotation
system on which similar securities issued or guaranteed by the Company or any Guarantor are then
listed if requested by the Majority Holders, to the extent such Registrable Securities satisfy
applicable listing requirements;



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



     (xvii) in the case of a Shelf Registration, enter into such customary agreements and take all
such other actions in connection therewith (including



14









 





those requested by the Holders of a majority in principal amount of the Registrable Securities
covered by the Shelf Registration Statement) in order to expedite or facilitate the disposition of
such Registrable Securities including, but not limited to, an Underwritten Offering and in such
connection, (1) to the extent possible, make such representations and warranties to the Holders and
any Underwriters of such Registrable Securities with respect to the business of the Company and its
subsidiaries and the Registration Statement, Prospectus, any Free Writing Prospectus and documents
incorporated by reference or deemed incorporated by reference, if any, in each case, in form,
substance and scope as are customarily made by issuers to underwriters in underwritten offerings
and confirm the same if and when requested, (2) obtain opinions of counsel to the Company and the
Guarantors (which counsel and opinions, in form, scope and substance, shall be reasonably
satisfactory to the Holders and such Underwriters and their respective counsel) addressed to each
selling Holder and Underwriter of Registrable Securities, covering the matters customarily covered
in opinions requested in underwritten offerings, (3) obtain “comfort” letters from the independent
certified public accountants of the Company and the Guarantors (and, if necessary, any other
certified public accountant of any subsidiary of the Company or any Guarantor, or of any business
acquired by the Company or any Guarantor for which financial statements and financial data are or
are required to be included in the Registration Statement) addressed to each selling Holder (to the
extent permitted by applicable professional standards) and Underwriter of Registrable Securities,
such letters to be in customary form and covering matters of the type customarily covered in
“comfort” letters in connection with underwritten offerings, including but not limited to financial
information contained in any preliminary prospectus, Prospectus or Free Writing Prospectus and (4)
deliver such documents and certificates as may be reasonably requested by the Holders of a majority
in principal amount of the Registrable Securities being sold or the Underwriters, and which are
customarily delivered in underwritten offerings, to evidence the continued validity of the
representations and warranties of the Company and the Guarantors made pursuant to clause (1) above
and to evidence compliance with any customary conditions contained in an underwriting agreement;
and




     (xviii) so long as any Registrable Securities remain outstanding, cause each Additional
Guarantor upon the creation or acquisition by the Company of such Additional Guarantor, to execute
a counterpart to this Agreement in the form attached hereto as Annex A and to deliver such
counterpart, together with an opinion of counsel as to the enforceability thereof against such
entity, to the Initial Purchasers no later than five Business Days following the execution thereof.



     (b) In the case of a Shelf Registration Statement, the Company may require each Holder of
Registrable Securities to furnish to the Company such information regarding such Holder and the
proposed disposition by such Holder



15









 





of such Registrable Securities as the Company and the Guarantors may from time to time
reasonably request in writing.




     (c) In the case of a Shelf Registration Statement, each Holder of Registrable Securities
covered in such Shelf Registration Statement agrees that, upon receipt of any notice from the
Company and the Guarantors of the happening of any event of the kind described in Section
3(a)(vi)(3) or 3(a)(vi)(5) hereof, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to the Shelf Registration Statement until such Holder’s receipt of
the copies of the supplemented or amended Prospectus and any Free Writing Prospectus contemplated
by Section 3(a)(x) hereof and, if so directed by the Company and the Guarantors, such Holder will
deliver to the Company and the Guarantors all copies in its possession, other than permanent file
copies then in such Holder’s possession, of the Prospectus and any Free Writing Prospectus covering
such Registrable Securities that is current at the time of receipt of such notice.



     (d) If the Company and the Guarantors shall give any notice to suspend the disposition of
Registrable Securities pursuant to a Registration Statement, the Company and the Guarantors shall
extend the period during which such Registration Statement shall be maintained effective pursuant
to this Agreement by the number of days during the period from and including the date of the giving
of such notice to and including the date when the Holders of such Registrable Securities shall have
received copies of the supplemented or amended Prospectus or any Free Writing Prospectus necessary
to resume such dispositions. The Company and the Guarantors may give any such notice only twice
during any 365-day period and any such suspensions shall not exceed 30 days for each suspension and
there shall not be more than two suspensions in effect during any 365-day period.



     (e) The Holders of Registrable Securities covered by a Shelf Registration Statement who desire
to do so may sell such Registrable Securities in an Underwritten Offering. In any such
Underwritten Offering, the investment bank or investment banks and manager or managers (each an
“Underwriter”) that will administer the offering will be selected by the Holders of a majority in
principal amount of the Registrable Securities included in such offering, such selection to be
subject to the Company’s prior written approval, not to be unreasonably withheld, conditioned or
delayed.



     4. Participation of Broker-Dealers in Exchange Offer. (a) The Staff has taken the
position that any broker-dealer that receives Exchange Securities for its own account in the
Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of
market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an
“underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting



16









 





the requirements of the Securities Act in connection with any resale of such Exchange
Securities.




     The Company and the Guarantors understand that it is the Staff’s 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 Securities, without naming the Participating Broker-Dealers or specifying the
amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their
prospectus delivery obligation under the Securities Act in connection with resales of Exchange
Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of
the Securities Act.



     (b) In light of the above, and notwithstanding the other provisions of this Agreement, the
Company and the Guarantors agree to amend or supplement the Prospectus contained in the Exchange
Offer Registration Statement for a period of up to 180 days after the last Exchange Date (as such
period may be extended pursuant to Section 3(d) of this Agreement), in order to expedite or
facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent
with the positions of the Staff recited in Section 4(a) above. The Company and the Guarantors
further agree that Participating Broker-Dealers shall be authorized to deliver such Prospectus (or,
to the extent permitted by law, make available) during such period in connection with the resales
contemplated by this Section 4.



     (c) The Initial Purchasers shall have no liability to the Company, any Guarantor or any Holder
with respect to any request that they may make pursuant to Section 4(b) above.



     5. Indemnification and Contribution. (a) The Company and each Guarantor, jointly and
severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their
respective affiliates, directors and officers and each Person, if any, who controls any Initial
Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, damages and liabilities (including,
without limitation, reasonable legal fees and other expenses incurred in connection with any suit,
action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or
several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue statement
of a material fact contained in any Registration Statement or any omission or alleged omission to
state therein a material fact required to be stated therein or necessary in order to make the
statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a
material fact contained in any Prospectus, any Free Writing Prospectus or any “issuer information”
(“Issuer Information”) filed or



17









 





required to be filed pursuant to Rule 433(d) under the Securities Act, or any omission or
alleged omission to state therein a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading, in each case
except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any
untrue statement or omission or alleged untrue statement or omission made in reliance upon and in
conformity with any information relating to any Initial Purchaser or information relating to any
Holder furnished to the Company in writing through JPMorgan or any selling Holder, respectively,
expressly for use therein. In connection with any Underwritten Offering permitted by Section 3,
the Company and the Guarantors, jointly and severally, will also indemnify the Underwriters, if
any, selling brokers, dealers and similar securities industry professionals participating in the
distribution, their respective affiliates and each Person who controls such Persons (within the
meaning of the Securities Act and the Exchange Act) to the same extent as provided above with
respect to the indemnification of the Holders, if requested in connection with any Registration
Statement, any Prospectus, any Free Writing Prospectus or any Issuer Information.




     (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company,
the Guarantors, the Initial Purchasers and the other selling Holders, the directors of the Company
and the Guarantors, each officer of the Company and the Guarantors who signed the Registration
Statement and each Person, if any, who controls the Company, the Guarantors, any Initial Purchaser
and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only
with respect to any losses, claims, damages or liabilities that arise out of, or are based upon,
any untrue statement or omission or alleged untrue statement or omission made in reliance upon and
in conformity with any information relating to such Holder furnished to the Company in writing by
such Holder expressly for use in any Registration Statement, any Prospectus and any Free Writing
Prospectus.



     (c) If any suit, action, proceeding (including any governmental or regulatory investigation),
claim or demand shall be brought or asserted against any Person in respect of which indemnification
may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”)
shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying
Person”) in writing; provided that the failure to notify the Indemnifying Person shall not
relieve it from any liability that it may have under this Section 5 except to the extent that it
has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such
failure; and provided, further, that the failure to notify the Indemnifying Person
shall not relieve it from any liability that it may have to an Indemnified Person otherwise than
under this Section 5. If any such proceeding shall be brought or asserted against an Indemnified
Person, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified
Person to represent the Indemnified Person and any others entitled



18









 





to indemnification pursuant to this Section 5 that the Indemnifying Person may designate in such
proceeding and shall pay the reasonable fees and expenses of such proceeding and shall pay the
reasonable fees and expenses of such counsel related to such proceeding, as incurred. In any such
proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the
Indemnifying Person and the Indemnified Person shall have mutually agreed in writing to the
contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel
reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have
reasonably concluded that there may be legal defenses available to it that are different from or in
addition to those available to the Indemnifying Person; or (iv) the named parties in any such
proceeding (including any impleaded parties) include both the Indemnifying Person and the
Indemnified Person and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. It is understood and agreed that the
Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to
any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be
reimbursed as they are incurred. Any such separate firm (x) for any Initial Purchaser, its
affiliates, directors and officers and any control Persons of such Initial Purchaser shall be
designated in writing by JPMorgan, (y) for any Holder, its directors and officers and any control
Persons of such Holder shall be designated in writing by the Majority Holders and (z) in all other
cases shall be designated in writing by the Company. The Indemnifying Person shall not be liable
for any settlement of any proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to
indemnify each Indemnified Person from and against any loss or liability by reason of such
settlement or judgment. No Indemnifying Person shall, without the written consent of the
Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of
which any Indemnified Person is or could have been a party and indemnification could have been
sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional
release of such Indemnified Person, in form and substance reasonably satisfactory to such
Indemnified Person, from all liability on claims that are the subject matter of such proceeding and
(B) does not include any statement as to or any admission of fault, culpability or a failure to act
by or on behalf of any Indemnified Person.




     (d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an
Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying
such Indemnified Person thereunder, shall contribute to the amount paid or payable by such
Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such



19









 





proportion as is appropriate to reflect the relative benefits received by the Company and the
Guarantors from the offering of the Securities and the Exchange Securities, on the one hand, and by
the Holders from receiving Securities or Exchange Securities registered under the Securities Act,
on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative benefits referred to in
clause (i) but also the relative fault of the Company and the Guarantors on the one hand and the
Holders on the other hand in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable considerations.
The relative fault of the Company and the Guarantors on the one hand and the Holders on the other
shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the Company and the Guarantors or by the Holders and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission.




     (e) The Company, the Guarantors and the Holders agree that it would not be just and equitable
if contribution pursuant to this Section 5 were determined by pro rata allocation
(even if the Holders were treated as one entity for such purpose) or by any other method of
allocation that does not take account of the equitable considerations referred to in paragraph (d)
above. The amount paid or payable by an Indemnified Person as a result of the losses, claims,
damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in
connection with any such action or claim. Notwithstanding the provisions of this Section 5, in no
event shall a Holder be required to contribute any amount in excess of the amount by which the
total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount
of any damages that such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’
obligations to contribute pursuant to this Section 5 are several and not joint.



     (f) The remedies provided for in this Section 5 are not exclusive and shall not limit any
rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.



     (g) The indemnity and contribution provisions contained in this Section 5 shall remain
operative and in full force and effect regardless of (i) any termination of this Agreement, (ii)
any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person
controlling any Initial Purchaser or any Holder, or by or on behalf of the Company or the
Guarantors or the officers



20









 





or directors of or any Person controlling the Company or the Guarantors, (iii) acceptance of
any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf
Registration Statement.




     6. General.



     (a) No Inconsistent Agreements. The Company and the Guarantors represent, warrant and agree
that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of any other outstanding securities issued or
guaranteed by the Company or any Guarantor under any other agreement and (ii) neither the Company
nor any Guarantor has entered into, or on or after the date of this Agreement will enter into, any
agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in
this Agreement or otherwise conflicts with the provisions hereof.



     (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given unless the Company and the Guarantors have obtained the
written consent of Holders of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement, waiver or consent;
provided that no amendment, modification, supplement, waiver or consent to any departure
from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable
Securities unless consented to in writing by such Holder. Any amendments, modifications,
supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by
each of the parties hereto.



     (c) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier
guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such
Holder to the Company by means of a notice given in accordance with the provisions of this Section
6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in
the Purchase Agreement; (ii) if to the Company and the Guarantors, initially at the Company’s
address set forth in the Purchase Agreement and thereafter at such other address, notice of which
is given in accordance with the provisions of this Section 6(c); and (iii) to such other persons at
their respective addresses as provided in the Purchase Agreement and thereafter at such other
address, notice of which is given in accordance with the provisions of this Section 6(c). All such
notices and communications shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if
mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the
next Business Day if timely delivered to an air courier guaranteeing overnight delivery.



21









 





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




     (d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors, assigns and transferees of each of the parties, including, without limitation and
without the need for an express assignment, subsequent Holders; provided that nothing
herein shall be deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee
of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or
otherwise, such Registrable Securities shall be held subject to all the terms of this Agreement,
and by taking and holding such Registrable Securities such Person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of this Agreement and
such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their
capacity as Initial Purchasers) shall have no liability or obligation to the Company or the
Guarantors with respect to any failure by a Holder to comply with, or any breach by any Holder of,
any of the obligations of such Holder under this Agreement.



     (e) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the
agreements made hereunder between the Company and the Guarantors, on the one hand, and the Initial
Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the
extent it deems such enforcement necessary or advisable to protect its rights or the rights of
other Holders hereunder.



     (f) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.



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



     (h) Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.



     (j) Entire Agreement; Severability. This Agreement contains the entire agreement between the
parties relating to the subject matter hereof and supersedes all oral statements and prior writings
with respect thereto. If any term, provision, covenant or restriction contained in this Agreement
is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public
policy, the remainder of the terms, provisions, covenants and restrictions



22









 





contained herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated. The Company, the Guarantors and the Initial Purchasers shall endeavor in
good faith negotiations to replace the invalid, void or unenforceable provisions with valid
provisions the economic effect of which
comes as close as possible to that of the invalid, void or unenforceable provisions.




23









 









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



	 	 	 	 	 
	 	VIASAT, INC.

 	 
	 	By:  	/s/
 Ronald G. Wangerin	 
	 	 	Name:  	Ronald G. Wangerin 	 
	 	 	Title:  	Vice President and Chief Financial Officer	 
	 
	 	VIASAT SATELLITE VENTURES, LLC

VIASAT SATELLITE VENTURES

U.S. I, LLC

VIASAT SATELLITE VENTURES

U.S. II, LLC

VIASAT CREDIT CORP.

VSV I HOLDINGS, LLC

VSV II HOLDINGS, LLC

ENERDYNE TECHNOLOGIES, INC.

 	 
	 	By:  	/s/
 Ronald G. Wangerin	 
	 	 	Name:  	Ronald G. Wangerin 	 
	 	 	Title:  	Vice President 	 



24









 







	 	 	 	 	 



Confirmed and accepted as of the date first above written:




J.P. MORGAN SECURITIES INC.




For itself and on behalf of the

several Initial Purchasers




	 	 	 	 	 
	By
	 	/s/
Geoffrey Kirles
 

Authorized Signatory

	 	 






25









 







Schedule 1




Guarantors:




ViaSat Satellite Ventures, LLC

ViaSat Satellite Ventures U.S. I, LLC

ViaSat Satellite Ventures U.S. II, LLC

ViaSat Credit Corp.

VSV I Holdings, LLC

VSV II Holdings, LLC

Enerdyne Technologies, Inc.




26









 






Annex A




Counterpart to Registration Rights Agreement




     The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as
defined in the Registration Rights Agreement, dated as of October 22, 2009 by and among the
Company, a Delaware corporation, the guarantors party thereto and J.P. Morgan Securities Inc., on
behalf of itself and the other Initial Purchasers) to be bound by the terms and provisions of such
Registration Rights Agreement.



     IN WITNESS WHEREOF, the undersigned has executed this counterpart as of                                         .



	 	 	 	 	 
	 	[NAME]

 	 
	 	By:  	 	 
	 	 	NAME: 	 
	 	 	Title: