Exhibit 4.4


 


Windy City Acquisition Corp.

Nuveen Investments, Inc.


 


101/2% Senior Notes due 2015


 


guaranteed as to the

payment of principal, premium,

if any, and interest by


 


The Guarantors listed on Schedule I hereto


 










 


Exchange and Registration Rights Agreement


 


November 13, 2007


 


Merrill
Lynch, Pierce, Fenner & Smith


Incorporated


Deutsche
Bank Securities Inc.


Wachovia
Capital Markets, LLC


Morgan
Stanley & Co. Incorporated


As
representatives of the several Purchasers


named
in Schedule A to the Purchase Agreement


c/o
Merrill Lynch, Pierce, Fenner & Smith


Incorporated


4
World Financial Center, 


New
York, New York 10080


 


Ladies
and Gentlemen:


 


This
Exchange and Registration Rights Agreement (this “Agreement”)
is dated as of November 13,
2007, among Windy City Acquisition Corp., a Delaware corporation (“Windy”), Nuveen Investments, Inc., a Delaware
corporation (the “Company”), the guarantors listed on Schedule I
hereto (the “Guarantors”)  and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Deutsche Bank Securities Inc., Wachovia Capital Markets,
LLC, and Morgan Stanley Incorporated, as representatives (the “Representatives”)  of the several initial purchasers (the “Purchasers”)  named in the Purchase Agreement (as defined
below).


 


This
Agreement is entered into in connection with the Purchase Agreement, dated as
of October 31, 2007 (the “Purchase Agreement”), by and among Windy and the Purchasers, which
provides for, among other things, the sale by Windy to the Purchasers of
$785,000,000 aggregate principal amount of the Issuer’s (as defined below) 101/2% Senior Notes due 2015 (the “Notes”). The Notes are issued under an indenture,
dated as of the date hereof (as amended or supplemented from time to time, the “Indenture”), among Windy, the Company, the Guarantors and
U.S. Bank National Association, as trustee (together with any successors in
such capacity,


 





















 


the
“Trustee”). Pursuant to the Purchase Agreement and the
Indenture, the Guarantors are required to guarantee (collectively, the “Guarantees”)  the Issuer’s obligations under the Notes and
the Indenture. References to the “Securities” shall mean, collectively, the Notes and, when
issued, the Guarantees and, unless the context otherwise requires, any
reference herein to a “Security,” an “Exchange Security” or a “Registrable
Security” shall include a reference to the related Guarantee. References to the
“Issuer” refer
to (x) prior to the consummation of the merger of Windy with and into the
Company (the “Merger”), Windy and (y) from and after the
consummation of the Merger, the Company. The terms and provisions of this
Agreement shall not be effective against the Company and its subsidiaries until
the Merger is consummated. In order to induce the Purchasers (including the
Market-Maker as defined herein) to enter into the Purchase Agreement, the
Issuer has agreed to provide the registration rights set forth in this
Agreement for the benefit of the Purchasers and any subsequent holder or
holders of the Securities. The execution and delivery of this Agreement is a condition
to the Purchasers’ obligations under the Purchase Agreement. As an inducement
to the Purchasers to enter into the Purchase Agreement and in satisfaction of a
condition to the obligations of the Purchasers thereunder, the Issuer and the
Guarantors agree with the Purchasers for the benefit of holders (as defined
herein) from time to time of the Registrable Securities (as defined herein) as
follows:


 


1.           Certain
Definitions.


 


For
purposes of this Agreement, the following terms shall have the following respective
meanings:


 


“Additional Interest”  shall have the meaning assigned thereto in Section 2(c).


 


The term “broker-dealer”
shall mean any broker or
dealer registered with the Commission under the Exchange Act.


 


“Business Day”  shall
have the meaning set forth in Rule 13e-4(a)(3) promulgated by the
Commission under the Exchange Act, as the same may be amended or succeeded from
time to time.


 


“Closing Date”  shall
mean the date on which the Securities are initially issued.


 


“Commission”  shall
mean the United States Securities and Exchange Commission, or any other federal
agency at the time administering the Exchange Act or the Securities Act,
whichever is the relevant statute for the particular purpose.


 


“EDGAR System”  means
the EDGAR filing system of the Commission and the rules and regulations
pertaining thereto promulgated by the Commission in Regulation S-T under the
Securities Act and the Exchange Act, in each case as the same may be amended or
succeeded from time to time (and without regard to format).


 


“Effective
Time,” in the case of
(i) an Exchange Registration, shall mean the time and date as of which the
Commission declares the Exchange Registration Statement effective or as of
which the Exchange Registration Statement otherwise becomes effective, (ii) a
Shelf Registration, shall mean the time and date as of which the


 


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Commission
declares the Shelf Registration Statement effective or as of which the Shelf
Registration Statement otherwise becomes effective and (iii) a
Market-Making Registration, shall mean the time and date as of which the
Commission declares the Market Making Registration effective or as of which the
Market-Making Registration Statement otherwise becomes effective.


 


“Electing Holder”  shall
mean any holder of Registrable Securities that has returned a completed and
signed Notice and Questionnaire to the Issuer in accordance with Section 4(d)(ii) or
Section 4(d)(iii) and the instructions set forth in the Notice and
Questionnaire.


 


“Exchange Act”  shall mean the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated by the
Commission thereunder, as the same may be amended or succeeded
from time to time.


 


“Exchange Offer”  shall have the meaning assigned thereto in Section 2(a).


 


“Exchange Registration”
shall have the meaning assigned thereto in Section 4(c).


 


“Exchange Registration
Statement” shall have the meaning assigned thereto in Section 2(a).


 


“Exchange Securities”
shall have the meaning assigned thereto in Section 2(a). 


 


“Guarantor”
shall have the meaning assigned thereto in the Indenture.


 


The term “holder” shall
mean each of the Purchasers and other persons who acquire Registrable
Securities from time to time (including any successors or assigns), in each
case for so long as such person owns any Registrable Securities.


 


“Market-Maker”
shall have the meaning set forth in Section 3 hereof. 


 


“Market-Maker’s Information”
shall have the meaning set forth in Section 3(d) hereof.


 


“Market-Making Registration”
shall have the meaning set forth in Section 3(a)(i) hereof.


 


“Market-Making Registration
Statement” shall have the meaning set forth in Section 3(a)(i) hereof.


 


“Material Adverse Effect”
shall have the meaning set forth in Section 6(c).


 


“Notice and Questionnaire” means a Notice of
Registration Statement and Selling Securityholder Questionnaire substantially
in the form of Exhibit A hereto with such changes as the Issuer may reasonably determine.


 


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The term “person” shall mean a corporation, limited liability company,
association, partnership, organization, business, individual, government or
political subdivision thereof or governmental agency.


 


“Registrable Securities”
shall mean the Securities; provided, however,
that a Security shall cease to be a Registrable Security upon the earliest to
occur of the following: (i) the Security has been exchanged for an
Exchange Security in an Exchange Offer as contemplated in Section 2(a) (provided that any Exchange Security that, pursuant to the
last two sentences of Section 2(a), is included in a prospectus for use in
connection with resales by broker-dealers shall be deemed to be a Registrable
Security with respect to Sections 5, 6 and 9 until resale of such Registrable
Security has been effected within the 90-day period referred to in Section 2(a));
(ii) a Shelf Registration Statement registering such Security under the
Securities Act has been declared or becomes effective and such Security has
been sold or otherwise transferred by the holder thereof pursuant to and in a
manner contemplated by such effective Shelf Registration Statement; (iii) such
Security is sold pursuant to Rule 144 under circumstances in which any
legend borne by such Security relating to restrictions on transferability
thereof, under the Securities Act or otherwise, is removed by the Issuer or
pursuant to the Indenture; (iv) such Security is eligible to be sold
pursuant to paragraph (k) of Rule 144; or (v) such Security
shall cease to be outstanding; provided further, however,
that with respect to the Market-Maker or the Market-Making Registration
Statement, Registrable Securities shall include all Securities until they are
no longer outstanding.


 


“Registration Default”
shall have the meaning assigned thereto in Section 2(c).


 


“Registration Default
Period” shall have the meaning assigned thereto in Section 2(c).


 


“Registration Expenses”
shall have the meaning assigned thereto in Section 5. 


 


“Resale Period”
shall have the meaning assigned thereto in Section 2(a).


 


“Restricted Holder” shall mean (i) a holder
that is an affiliate of the Issuer within the meaning of Rule 405, (ii) a
holder who acquires Exchange Securities outside the ordinary course of such
holder’s business, (iii) a holder who has arrangements or understandings
with any person to participate in the Exchange Offer for the purpose of
distributing Exchange Securities and (iv) a holder that is a
broker-dealer, but only with respect to Exchange Securities received by such
broker-dealer pursuant to an Exchange Offer in exchange for Registrable
Securities acquired by the broker-dealer directly from the Issuer.


 


“Rule 144,”
“Rule 405,” “Rule 415,”
“Rule 424,” “Rule 430B”
and “Rule 433” shall mean, in each case,
such rule promulgated
by the Commission under the Securities Act (or any successor provision), as the
same may be amended or succeeded from time to time.


 


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“Securities
Act” shall mean the
Securities Act of 1933, as amended, and the rules and regulations
promulgated by the Commission thereunder, as the same may be amended or
succeeded from time to time.


 


“Shelf Registration” shall have the meaning assigned thereto in Section 2(b).


 


“Shelf
Registration Statement” shall
have the meaning assigned thereto in Section 2(b).


 


“Trust
Indenture Act” shall
mean the Trust Indenture Act of 1939, as amended, and the rules and
regulations promulgated by the Commission thereunder, as the same may be
amended or succeeded from time to time.


 


Unless
the context otherwise requires, any reference herein to a “Section” or “clause”
refers to a Section or clause, as the case may be, of this Agreement, and
the words “herein,” “hereof” and “hereunder” and other words of similar import
refer to this Agreement as a whole and not to any particular Section or
other subdivision.


 


2.                                            Registration
Under the Securities Act.


 


(a)                                       Except as set forth in Section 2(b) below,
the Issuer agrees to file under the Securities Act, to the extent not
prohibited by any applicable law or applicable interpretations of the
Commission, no later than 18 months after the Closing Date, a registration
statement relating to an offer to exchange (such registration statement, the “Exchange
Registration Statement,” and
such offer, the “Exchange Offer”)  any and all of the Securities for a like
aggregate principal amount of debt securities issued by the Issuer and
guaranteed by the Guarantors, which debt securities and guarantee are
substantially identical to the Securities and the related Guarantee, respectively
(and are entitled to the benefits of the Indenture), except that they have been
registered pursuant to an effective registration statement under the Securities
Act and do not contain restrictions on transfer or provisions for the
additional interest contemplated in Section 2(c) below (such new debt
securities hereinafter called “Exchange Securities”). The Issuer agrees to use all commercially
reasonable efforts to cause the Exchange Registration Statement to become
effective under the Securities Act no later than 21 months after the Closing
Date (or 2 years after the Closing Date if the Exchange Registration Statement
is subject to review by the Commission). The Exchange Offer will be registered
under the Securities Act on the appropriate form and will comply with all
applicable tender offer rules and regulations under the Exchange Act.
Unless the Exchange Offer would not be permitted by applicable law or
Commission policy, the Issuer further agrees to use all commercially reasonable
efforts to (i) commence the Exchange Offer promptly following the
Effective Time of such Exchange Registration Statement, (ii) hold the
Exchange Offer open for at least 20 Business Days in accordance with Regulation
14E promulgated by the Commission under the Exchange Act and (iii) exchange
Exchange Securities for all Registrable Securities that have been validly
tendered and not withdrawn on or prior to the expiration of the Exchange Offer.
The Exchange Offer will be deemed to have been “completed” only if (i) the
debt securities and related guarantee to be received by holders other than
Restricted Holders in the Exchange Offer for Registrable Securities will be,
upon receipt, transferable by each such holder without restriction under the
Securities Act and the Exchange Act and without material restrictions under the
blue sky or


 


5





















 


securities
laws of such jurisdictions of the United States as are necessary to consummate
the Exchange Offer and (ii) the Issuer shall have exchanged, pursuant to
the Exchange Offer, Exchange Securities for all Registrable Securities that
have been properly tendered and not withdrawn before the expiration of the
Exchange Offer. The Issuer shall keep the Exchange Offer open until a date that
is at least 30 Business Days following the commencement of the Exchange Offer.
The Issuer agrees (x) to include in the Exchange Registration Statement a
prospectus for use in any resales by any holder of Exchange Securities that is
a broker-dealer and (y) to keep such Exchange Registration Statement
effective for a period (the “Resale Period”)  beginning when Exchange Securities are first
issued in the Exchange Offer and ending upon the earlier of the expiration of
the 90th day
after the Exchange Offer has been completed or such time as such broker-dealers
no longer own any Registrable Securities.


 


(b)                                      If (i) on or prior to the time the
Exchange Offer is completed existing Commission interpretations are changed
such that the debt securities or the related guarantee received by holders
other than Restricted Holders in the Exchange Offer for Registrable Securities
are not or would not be, upon receipt, transferable by each such holder without
restriction under the Securities Act, (ii) the Effective Time of the
Exchange Registration Statement is not within 270 days following the Closing
Date (or 360 days if the Exchange Registration Statement is subject to review
by the Commission) and the Exchange Offer has not been completed within 30
Business Days of such Effective Time or (iii) any holder of Registrable
Securities notifies the Issuer prior to the 20th Business Day following the completion of the
Exchange offer that: (A) it is prohibited by law or Commission policy from
participating in the Exchange Offer, (B) it may not resell the Exchange
Securities to the public without delivering a prospectus and the prospectus
supplement contained if the Exchange Registration Statement is not appropriate
or available for such resales or (C) it is a broker-dealer and owns
Securities acquired directly from the Issuer or an affiliate of the Issuer,
then the Issuer and the Guarantors shall, in lieu of (or, in the case of clause
(iii), in addition to) conducting the Exchange Offer contemplated by Section 2(a),
file under the Securities Act no later than 30 days after the time such
obligation to file arises (but no earlier than 180 days after the Closing
Date), a “shelf” registration statement providing for the registration of, and
the sale on a continuous or delayed basis by the holders of, all of the
Registrable Securities, pursuant to Rule 415 or any similar rule that
may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Issuer agrees to use all commercially
reasonable efforts to cause the Shelf Registration Statement to become or be
declared effective no later than 90 days after such Shelf Registration
Statement filing obligation arises (or 180 days if the Shelf Registration
Statement is subject to review by the Commission, but no earlier than 270 days,
or 360 days, as applicable, after the date of the Indenture); provided that if at any time the Issuer is
or becomes a “well-known seasoned issuer” (as defined in Rule 405) and is
eligible to file an “automatic shelf registration statement” (as defined in Rule 405),
then the Issuer and the Guarantors shall file the Exchange Registration
Statement in the form of an automatic shelf registration statement as provided
in Rule 405. The Issuer agrees to use all commercially reasonable efforts
to keep such Shelf Registration Statement continuously effective for a period
ending on the earlier of the second anniversary of the Closing Date or such
time as there are no longer any Registrable Securities outstanding. No holder
shall be entitled to be named as a selling securityholder in the Shelf
Registration Statement or to use the prospectus forming a part thereof for
resales of Registrable Securities or be entitled to receive


 


6





















 


Additional
Interest for a failure with respect to a Shelf Registration Statement pursuant
to Section 2(c) below unless such holder is an Electing Holder. The
Issuer agrees, after the Effective Time of the Shelf Registration Statement and
as soon as reasonably practicable following the request of any holder of
Registrable Securities, which delivers a completed Notice and Questionnaire and
is not then an Electing Holder, to use all commercially reasonable efforts to
enable such holder to use the prospectus forming a part thereof for resales of
Registrable Securities, including, without limitation, any action necessary to
identify such holder as a selling securityholder in the Shelf Registration
Statement (whether by post-effective amendment thereto or by filing a
prospectus pursuant to Rules 430B and 424(b) under the Securities Act
identifying such holder), provided, however, that nothing in this clause shall require the
Issuer to take any such action with respect to any such holders more than once
per quarter.


 


Notwithstanding
the foregoing, the Issuer may suspend the offering and sale under the Shelf
Registration Statement for a period or periods the Board of Directors of the
Issuer reasonably determines necessary if (A) the Board of Directors determines
(i) there are valid business reasons for doing so (until such business
reasons cease to exist), including, without limitation, a potential
acquisition, divestiture of assets or other material corporate transaction, or (ii) if
the Shelf Registration Statement, prospectus or amendment or supplement thereto
contains an untrue statement of a material fact or omits to state a material
fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading, and (B) the
Issuer notifies the Electing Holders within five days after the Board of
Directors makes the relevant determination set forth in clause (A); provided
that the period of
suspension under clause (A)(ii) above shall not exceed 120 days in each
year during which the Shelf Registration Statement is required to be effective.
In addition, the Issuer may suspend the offering and sale under the Shelf
Registration Statement if such Shelf Registration Statement was required to be
filed due to a failure to consummate the Exchange Offer within the required
time period if such suspension occurs following the consummation of the
Exchange Offer.


 


(c)                                       In the event that (i) the Issuer and the
Guarantors have not filed the Exchange Registration Statement or the Shelf
Registration Statement on or before the date on which such registration
statement is required to be filed pursuant to Section 2(a) or Section 2(b),
respectively, or (ii) such Exchange Registration Statement or Shelf
Registration Statement has not become effective or been declared effective by
the Commission on or before the date on which such registration statement is
required to become or be declared effective pursuant to Section 2(a) or
Section 2(b), respectively, or (iii) the Exchange Offer has not been
completed within 30 Business Days after the Effective Time of the Exchange
Registration Statement relating to the Exchange Offer (if the Exchange Offer is
then required to be made) or (iv) any Exchange Registration Statement or
Shelf Registration Statement required by Section 2(a) or Section 2(b) is
filed and declared effective but shall thereafter either be withdrawn by the
Issuer or shall become subject to an effective stop order issued pursuant to Section 9(d) of
the Securities Act suspending the effectiveness of such registration statement
(except as specifically permitted herein) without being succeeded immediately
by an additional registration statement filed and declared effective (each such
event referred to in clauses (i) through (iv), a “Registration
Default” and each period
during which a Registration Default has occurred and is continuing, a “Registration
Default Period”), then, as liquidated damages for such Registration Default, subject to
the provisions of Section 10(b), the interest rate borne by the
Registrable


 


7





















 


Securities
during the Registration Default Period shall be increased (“Additional Interest”)  by 0.25% per annum upon the occurrence of the
Registration Default, which rate will increase by 0.25% per annum each 90-day
period that such Registration Default Period continues, provided that the maximum aggregate amount
of Additional Interest will in no event exceed 1.00% per annum. Upon (1) the
filing of the Exchange Registration Statement (in the case of clause (i) above),
(2) the effectiveness of the Exchange Registration Statement (in the case
of clause (ii) above) or (3) the consummation of the Exchange Offer
or the effectiveness of a Shelf Registration Statement (in the case of clause (iii) above)
or (4) the additional Exchange Registration Statement or Shelf
Registration Statement, as the case may be, being filed and declared effective
(in the case of clause (iv) above), the interest rate borne by the
Registrable Securities will be reduced to the original interest rate if we are
otherwise in compliance with this paragraph; provided,
further, that if, after any such reduction in interest rate, a
different event specified in clause (i), (ii), (iii) or (iv) above
occurs, the interest rate will again be increased pursuant to the foregoing
provisions. Additional Interest shall accrue and be payable only with respect
to a single Registration Default at any given time, notwithstanding the fact
that multiple Registration Defaults may exist at such time. The accrual of
Additional Interest shall be the exclusive monetary remedy available to the
holders of Registrable Securities for any Registration Default.


 


(d)                                      Any reference herein to a registration
statement as of any time shall be deemed to include any document incorporated,
or deemed to be incorporated, therein by reference as of such time and any
reference herein to any post-effective amendment to a registration statement as
of any time shall be deemed to include any document incorporated, or deemed to
be incorporated, therein by reference as of such time.


 


3.                                            Market-Making. The provisions of this Section 3 shall
be effective only if the Issuer, in its discretion, gives written notice to
Merrill Lynch, Pierce, Fenner & Smith Incorporated (in such capacity,
the “Market-Maker”)  that this Section 3 is effective, and
shall cease to be effective (with respect to compliance after such
non-effectiveness) five Business Days after the Company gives written notice to
the Market-Maker that this Section 3 is no longer effective.


 


(a)                                       For the sole benefit of the Market-Maker and
its affiliates (as defined in the rules and regulations of the
Commission), so long as, following notice from the Issuer pursuant to the
preceding paragraph, (x) any of the Registrable Securities or Exchange
Securities are outstanding and (y) in the reasonable opinion of the
Market-Maker, a market making prospectus would be required for the Market-Maker
to make a market in the Registrable Securities or Exchange Securities in the
ordinary course under applicable law or Commission interpretation of law, the
following provisions shall apply:


 


(i)                                          The Issuer shall file under the Securities
Act a registration statement (which may be the Exchange Offer Registration
Statement or the Shelf Registration Statement if permitted by the rules and
regulations of the Commission), in a form reasonably approved by the
Market-Maker (such filing, the “Market-Making
Registration,” and such registration statement, the “Market-Making Registration Statement”). The Issuer agrees to use its commercially
reasonable efforts to cause the


 


8





















 


Market-Making
Registration Statement to be declared effective and to keep such Market-Making
Registration Statement continuously effective for so long as the Market-Maker
may be required to deliver a prospectus in connection with transactions in the
Securities or the Exchange Securities, as the case may be. In the event that
the Market-Maker holds Securities at the time an Exchange Offer is to be
conducted under Section 2(a) above, the Issuer agrees that the
Market-Making Registration shall provide for the resale by the Market-Maker of
such Securities and shall be kept continuously effective for so long as the
Market-Maker may be required to deliver a prospectus in connection with the
sale of such Securities. The Issuer further agrees to supplement or make
amendments to the Market-Making Registration Statement, as and when required by
the rules, regulations or instructions applicable to the registration form used
by the Issuer for such Market-Making Registration Statement.


 


(ii)                                       The Issuer shall notify the Market-Maker (A) when
any post-effective amendment to the Market-Making Registration Statement or any
amendment or supplement to the related prospectus has been filed, and, with
respect to any post-effective amendment, when the same has become effective; (B) of
any request by the Commission for any post-effective amendment to the
Market-Making Registration Statement, any supplement or amendment to the
related prospectus or for additional information; (C) the issuance by the
Commission of any stop order suspending the effectiveness of the Market-Making
Registration Statement or the initiation of any proceedings for that purpose; (D) of
the receipt by the Issuer of any notification with respect to the suspension of
the qualification of the Registrable Securities or Exchange Securities for sale
in any jurisdiction or the initiation or threatening of any proceedings for
such purpose; and (E) of the happening of any event that makes the
Market-Making Registration Statement, the related prospectus or any amendment
or supplement thereto contain an untrue statement of a material fact or omit to
state a material fact necessary, in light of the circumstances under which they
were made, to be not misleading or otherwise that requires the making of any
changes in the Market-Making Registration Statement, such prospectus or any
amendment or supplement thereto, in order to make the statements therein not
misleading.


 


(iii)                                    If any event contemplated by Section 3(a)(ii)(B) through
(E) occurs during the period for which the Issuer is required to maintain
an effective Market-Making Registration Statement, the Issuer shall promptly
prepare and file with the Commission a post-effective amendment to the
Market-Making Registration Statement or a supplement to the related prospectus
or file any other required document so that the prospectus will not include an
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading.


 


(iv)                                   In the event of the issuance of any stop
order suspending the effectiveness of the Market-Making Registration Statement
or of any order suspending the qualification of the Registrable Securities or
Exchange Securities for sale in any jurisdiction, the Issuer shall use promptly
its reasonable best efforts to obtain its withdrawal.


 


9





















 


(v)                                      The Issuer shall furnish to the Market-Maker,
without charge, (i) at least one conformed copy of the Market-Making
Registration Statement and any post-effective amendment thereto; and (ii) as
many copies of the related prospectus and any amendment or supplement thereto
as the Market-Maker may reasonably request.


 


(vi)                                   The Issuer shall consent to the use of the
prospectus contained in the Market-Making Registration Statement or any
amendment or supplement thereto by the Market-Maker in connection with its
market-making activities.


 


(vii)                                Notwithstanding the foregoing provisions of
this Section 3, the Issuer may suspend the offering and sale under the
Market-Making Registration Statement for a period or periods the Board of
Directors of the Issuer reasonably determines necessary if (A) the Board
of Directors determines (i) there are valid business reasons for doing so
(until such business reasons cease to exist), including without limitation, a
potential acquisition, divestiture of assets or other material corporate
transaction, or (ii) if the Market Making Registration Statement,
prospectus or amendment or supplement thereto contains an untrue statement of a
material fact or omits to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading, and (B) the Issuer notifies the Market-Maker within five
days after the Board of Directors makes the relevant determination set forth in
clause (A); provided that the period of suspension under clause (A)(ii) shall
not exceed 120 days in each year during which the Market-Making Registration
Statement is required to be effective. The Market-Maker agrees that upon
receipt of any notice from the Issuer pursuant to this Section 3(a)(vii),
it will discontinue use of the Market-Making Registration Statement until
receipt of copies of the supplemented or amended prospectus relating thereto
until advised in writing by the Issuer that the use of the Market-Making
Registration Statement may be resumed.


 


(b)                                           In connection with the Market-Making
Registration, the Issuer shall (i) make reasonably available for
inspection by a representative of, and counsel acting for, the Market-Maker all
relevant financial and other records, pertinent corporate documents and
properties of the Issuer and its subsidiaries and (ii) use its
commercially reasonable efforts to have its officers, directors, employees,
accountants and counsel supply all relevant information reasonably requested by
such representative or counsel or the Market-Maker.


 


(c)                                            Prior to the effective date of the
Market-Making Registration Statement, the Issuer will use its reasonable best
efforts to register or qualify such Registrable Securities or Exchange Securities
for offer and sale under the securities or blue sky laws of such jurisdictions
as the Market-Maker reasonably requests in writing and do any and all other
acts or things necessary or advisable to enable the offer and sale in such
jurisdictions of the Registrable Securities or Exchange Securities covered by
the Market-Making Registration Statement; provided that the Issuer will not be required to
qualify generally to do business in any jurisdiction where they are not then so
qualified or to take any action which would subject them to general service of
process or to taxation in any such jurisdiction where they are not then so
subject.


 


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(d)                                           The Issuer represents that the Market-Making
Registration Statement, any post-effective amendments thereto, any amendments
or supplements to the related prospectus and any documents filed by them under
the Exchange Act will, when they become effective or are filed with the
Commission, as the case may be, conform in all material respects to the
requirements of the 1933 Act and the Exchange Act and the rules and
regulations of the Commission thereunder and will not, as of the effective date
of such Market-Making Registration Statement or post-effective amendments and
as of the filing date of amendments or supplements to such prospectus or
filings under the Exchange Act, contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein in light of the circumstances under which they were
made not misleading; provided that no representation or warranty is made as
to information contained in or omitted from the Market-Making Registration
Statement or the related prospectus in reliance upon and in conformity with
written information furnished to the Issuer by the Market-Maker specifically
for inclusion therein, which information the parties hereto agree will be
limited to the statements concerning the Market-Making activities of the
Market-Maker to be set forth on the cover page and in the “Plan of
Distribution” section of the prospectus (the “Market-Maker’s Information”).


 


(e)                                            At the time of effectiveness of a
Market-Making Registration Statement (unless it is the same as the time of
effectiveness of the Exchange Offer Registration Statement) and concurrently
with each time such Market-Making Registration Statement or the related
prospectus shall be amended or such prospectus shall be supplemented, the
Issuer shall (if requested in writing by the Market-Maker) furnish the
Market-Maker and its counsel with a certificate of an appropriate officer to
the effect that:


 


(i)                                such Market-Making Registration Statement has
been declared effective;


 


(ii)                             in the case of an amendment or supplement,
such amendment has become effective under the Securities Act as of the date and
time specified in such certificate, if applicable; if required, such amendment
or supplement to the prospectus was filed with the Commission pursuant to the
subparagraph of Rule 424(b) under the Securities Act specified in
such certificate on the date specified therein; and


 


(iii)                          as of the date of such Market-Making
Registration Statement, amendment or supplement, as applicable, such
Market-Making Registration Statement and the prospectus, as amended or
supplemented, if applicable, did not include any untrue statement of a material
fact and did not omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading.


 


(f)                                         The Issuer will comply with its requirements
under the provisions of this Section 3 at its own expense.


 


(g)                                      For purposes of this Section 3, any
reference to the terms “amend,” “amendment” or “supplement” with respect to the
Market-Making Registration Statement or the prospectus contained therein shall
be deemed to refer to and include the filing under the Exchange Act of any
document deemed to be incorporated therein by reference.


 


11





















 


4.                 Registration
Procedures.


 


If
the Issuer and the Guarantors file a registration statement pursuant to Section 2(a) or
Section 2(b), the following provisions shall apply:


 


(a)           At
or before the Effective Time of the Exchange Registration or the Shelf
Registration, as the case may be, the Issuer shall qualify the Indenture under
the Trust Indenture Act.


 


(b)           In
the event that such qualification would require the appointment of a new
trustee under the Indenture, the Issuer shall appoint a new trustee thereunder
pursuant to the applicable provisions of the Indenture.


 


(c)           In
connection with the Issuer’s and the Guarantors’ obligations with respect to
the registration of Exchange Securities as contemplated by Section 2(a) (the
“Exchange Registration”), if applicable, the Issuer and the Guarantors
shall:


 


(i)              prepare and file with the Commission, no later than 180
days after the Closing Date, an Exchange Registration Statement on any form
which may be utilized by the Issuer and the Guarantors and which shall permit
the Exchange Offer and resales of Exchange Securities by broker-dealers during
the Resale Period to be effected as contemplated by Section 2(a), and use
all commercially reasonable efforts to cause such Exchange Registration
Statement to become effective no later than 270 days after the Closing Date (or
360 days if the Exchange Registration Statement is subject to review by the
Commission);


 


(ii)             as soon as reasonably practicable prepare and file with
the Commission such amendments and supplements to such Exchange Registration
Statement and the prospectus included therein as may be necessary to effect and
maintain the effectiveness of such Exchange Registration Statement for the
periods and purposes contemplated in Section 2(a) and as may be
required by the applicable rules and regulations of the Commission and the
instructions applicable to the form of such Exchange Registration Statement,
and promptly provide each broker-dealer holding Exchange Securities with such
number of copies of the prospectus included therein (as then amended or
supplemented), in conformity in all material respects with the requirements of
the Securities Act and the Trust Indenture Act, as such broker-dealer
reasonably may request prior to the expiration of the Resale Period, for use in
connection with resales of Exchange Securities;


 


(iii)            promptly notify each broker-dealer that has requested or
received copies of the prospectus included in such Exchange Registration
Statement, and confirm such advice in writing, (A) when such Exchange
Registration Statement or the prospectus included therein or any prospectus
amendment or supplement or post-effective amendment has been filed, and, with
respect to such Exchange Registration Statement or any post-effective
amendment, when the same has become effective, (B) of any comments by the
Commission and by the blue sky or


 


12





















 


securities commissioner or regulator of any state with respect thereto
or any request by the Commission for amendments or supplements to such Exchange
Registration Statement or prospectus or for additional information, in each
case, that relate to any information provided by an Electing Holder, (C) of
the issuance by the Commission of any stop order suspending the effectiveness
of such Exchange Registration Statement or the initiation or threatening of any
proceedings for that purpose, (D) of the receipt by the Issuer of any
notification with respect to the suspension of the qualification of the
Exchange Securities for sale in any jurisdiction or the initiation or
threatening (in writing) of any proceeding for such purpose or (E) if at
any time during the Resale Period when a prospectus is required to be delivered
under the Securities Act, that such Exchange Registration Statement,
prospectus, prospectus amendment or supplement or post-effective amendment does
not conform in all material respects to the applicable requirements of the
Securities Act and the Trust Indenture Act or contains an untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the
circumstances then existing;


 


(iv)            in the event that the Issuer and the Guarantors would be
required, pursuant to Section 4(c)(iii)(G), to notify any broker-dealers
holding Exchange Securities, promptly prepare and furnish to each such holder a
reasonable number of copies of a prospectus supplemented or amended so that, as
thereafter delivered to purchasers of such Exchange Securities during the
Resale Period, such prospectus shall conform in all material respects to the
applicable requirements of the Securities Act and the Trust Indenture Act and
shall not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing;


 


(v)             use all commercially reasonable efforts to obtain the
withdrawal of any order suspending the effectiveness of such Exchange
Registration Statement or any post-effective amendment thereto at the earliest
practicable date;


 


(vi)            use all commercially reasonable efforts to (A) register
or qualify the Exchange Securities under the state securities laws or blue sky
laws of such U.S. jurisdictions as a participating holder of Registrable
Securities reasonably requests in writing, to the extent required by such laws,
(B) keep such registrations or qualifications in effect and comply with
such laws so as to permit the continuance of offers, sales and dealings therein
in such jurisdictions until the expiration of the Resale Period and (C) take
any and all other actions as may be reasonably necessary or advisable to enable
each broker-dealer holding Exchange Securities to consummate the disposition
thereof in such jurisdictions; provided, however, that neither the Issuer nor any Guarantor
shall be required for any such purpose to (1) qualify as a foreign
corporation in any jurisdiction wherein it would not otherwise be required to
qualify but for the requirements of this Section 4(c)(vi), (2) consent
to general service of process in any such jurisdiction


 


13





















 


or
become subject to taxation in any such jurisdiction or (3) make any
changes to its certificate of incorporation or by-laws or other governing
documents or any agreement between it and its stockholders;


 


(vii)            provide a CUSIP number for all Exchange Securities, not
later than the applicable Effective Time; and


 


(viii)           comply in all material respects with
all applicable rules and regulations of the Commission, and make generally
available to its securityholders no later than eighteen months after the
Effective Time of such Exchange Registration Statement, an earnings statement
of the Issuer and its subsidiaries complying with Section 11(a) of
the Securities Act (including, at the option of the Issuer, Rule 158
thereunder).


 


(d)           In connection with
the Issuer’s and the Guarantors’ obligations with respect to the Shelf
Registration, if applicable, the Issuer and the Guarantors shall:


 


(i)            prepare and file with the Commission, within the time
periods specified in Section 2(b), a Shelf Registration Statement on any
form which may be utilized by the Issuer and which shall register all of the
Registrable Securities (or in the case of a Shelf Registration Statement filed
pursuant to Section 2(b)(iii), the Registrable Securities that are
requiring such registration) for resale by the holders thereof in accordance
with such method or methods of disposition as may be specified in the
applicable Notice and Questionnaire, by the holders of Registrable Securities
as, from time to time, may be Electing Holders and use all commercially
reasonable efforts to cause such Shelf Registration Statement to become
effective within the time periods specified in Section 2(b);


 


(ii)           distribute through the facilities of the Depository Trust
Company (“DTC”)  the Notice and Questionnaire to the holders
of Registrable Securities (A) not less than 30 days prior to the
anticipated Effective Time of the Shelf Registration Statement or (B) in
the case of an “automatic shelf registration statement” (as defined in Rule 405),
distribute through DTC the Notice and Questionnaire to the holders of
Registrable Securities not later than the Effective Time of such Shelf
Registration Statement, and in any such case no holder shall be entitled to be
named as a selling securityholder in the Shelf Registration Statement, and no
holder shall be entitled to use the prospectus forming a part thereof for
resales of Registrable Securities at any time, unless and until such holder has
returned a completed and signed Notice and Questionnaire to the Issuer;


 


(iii)          after the Effective Time of the Shelf Registration
Statement, upon the request of any holder of Registrable Securities that is not
then an Electing Holder, promptly send a Notice and Questionnaire to such
holder; provided that
the Issuer shall not be required to take any action to name such holder as a
selling securityholder in the Shelf Registration Statement or to enable such
holder to use the prospectus forming a part thereof for resales of Registrable
Securities until


 


14





















 


such holder has returned a
completed and signed Notice and Questionnaire to the Issuer;


 


(iv)            as soon as reasonably practicable prepare and file with
the Commission such amendments and supplements to such Shelf Registration
Statement and the prospectus included therein as may be necessary to effect and
maintain the effectiveness of such Shelf Registration Statement for the period
specified in Section 2(b) and as may be required by the applicable rules and
regulations of the Commission and the instructions applicable to the form of
such Shelf Registration Statement, and furnish to the Electing Holders copies
of any such supplement or amendment simultaneously with or prior to its being
used or filed with the Commission to the extent such documents are not publicly
available on the Commission’s EDGAR System. Notwithstanding the foregoing, the
Issuer may suspend the offering and sale under the Shelf Registration Statement
for a period or periods the Board of Directors of the Issuer reasonably
determines necessary if (A) the Board of Directors determines (i) there
are valid business reasons for doing so (until such business reasons cease to
exist), including, without limitation, a potential acquisition, divestiture of
assets or other material corporate transaction, or (ii) if the Shelf
Registration Statement, prospectus or amendment or supplement thereto contains
an untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading, and (B) the
Issuer notifies the Electing Holders within five days after the Board of
Directors makes the relevant determination set forth in clause (A); provided
that the period of
suspension under clause (A)(ii) above shall not exceed 120 days in each
year during which the Shelf Registration Statement is required to be effective.
In addition, the Issuer may suspend the offering and sale under the Shelf
Registration Statement if such Shelf Registration Statement was required to be filed
due to a failure to consummate the Exchange Offer within the required time
period if such suspension occurs following the consummation of the Exchange
Offer;


 


(v)             comply with the provisions of the Securities Act with
respect to the disposition of all of the Registrable Securities covered by such
Shelf Registration Statement in accordance with the intended methods of
disposition by the Electing Holders provided for in such Shelf Registration
Statement;


 


(vi)            [Reserved];


 


(vii)           for a reasonable period prior to the filing of such Shelf
Registration Statement, and throughout the period specified in Section 2(b),
make reasonably available at reasonable times at the Issuer’s principal place
of business or such other reasonable place for inspection by a representative
of, and not more than one counsel acting for the Electing Holders that has been
appointed by Electing Holders holding at least a majority in aggregate
principal amount of the Registrable Securities at the time outstanding and any
underwriter participating in


 


15





















 


the
distribution of the Registrable Securities being sold such relevant financial
and other pertinent information and books and records of the Issuer, and (A) cause
the officers and employees of the Issuer and (B) use commercially
reasonable efforts to cause counsel and independent certified public
accountants of the Issuer, to respond to such inquiries, as shall be reasonably
necessary (and in the case of counsel, not violate an attorney-client
privilege, in such counsel’s reasonable belief), in the judgment of their
counsel, to conduct a reasonable investigation within the meaning of Section 11
of the Securities Act; provided, however, that each such party shall be required to maintain in confidence and
not to disclose to any other person any information or records reasonably
designated by the Issuer as being confidential, until such time as (A) such
information becomes a matter of public record (whether by virtue of its
inclusion in such Shelf Registration Statement or otherwise, other than as a
result of a breach of this or any other obligation of confidentiality to the
Issuer known to such party), or (B) such person shall be required so to
disclose such information pursuant to a subpoena or order of any court or other
governmental agency or body having jurisdiction over the matter (subject to the
requirements of such order, and only after such person shall have given the
Issuer prompt prior written notice of such requirement), or (C) such information
is required to be set forth in such Shelf Registration Statement or the
prospectus included therein or in an amendment to such Shelf Registration
Statement or an amendment or supplement to such prospectus in order that such
Shelf Registration Statement, prospectus, amendment or supplement, as the case
may be, complies with applicable requirements of the federal securities laws
and the rules and regulations of the Commission and does not contain an
untrue statement of a material fact or omit to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing;


 


(viii)          promptly notify each of the Electing
Holders and confirm such advice in writing, (A) when such Shelf
Registration Statement or the prospectus included therein or any prospectus
amendment or supplement or post-effective amendment has been filed, and, with
respect to such Shelf Registration Statement or any post-effective amendment,
when the same has become effective, (B) of any request by the Commission
for amendments or supplements to such Shelf Registration Statement or
prospectus or for additional information, (C) of the issuance by the
Commission of any stop order suspending the effectiveness of such Shelf
Registration Statement or the initiation or threatening of any proceedings for
that purpose, (D) of the receipt by the Issuer of any notification with
respect to the suspension of the qualification of the Registrable Securities
for sale in any jurisdiction or the initiation or threatening of any proceeding
for such purpose, (E) the occurrence of any event that causes the Issuer
to become an “ineligible issuer” as defined in Rule 405, or (F) if at
any time when a prospectus is required to be delivered under the Securities
Act, that such Shelf Registration Statement, prospectus, prospectus amendment
or supplement or post-effective amendment does not conform in all material
respects to the applicable requirements of the Securities Act and the Trust
Indenture Act or contains an


 


16





















 


untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing;


 


(ix)            use all commercially reasonable efforts to obtain the
withdrawal of any order suspending the effectiveness of such Shelf Registration
Statement or any post-effective amendment thereto at the earliest practicable date;


 


(x)             if requested by a managing underwriter or a majority of
the Electing Holders or their counsel, promptly incorporate in a prospectus
supplement or post-effective amendment such information as is required by the
applicable rules and regulations of the Commission and as such managing
underwriter or a majority of the Electing Holders specifies should be included
therein relating to the terms of the sale of such Registrable Securities,
including information with respect to the principal amount of Registrable
Securities being sold by such managing underwriter or a majority of the
Electing Holders, the name and description of such Electing Holders, the
offering price of such Registrable Securities and any discount, commission or
other compensation payable in respect thereof and with respect to any other
terms of the offering of the Registrable Securities to be sold by such Electing
Holders; and make all required filings of such prospectus supplement or
post-effective amendment promptly after notification of the matters to be
incorporated in such prospectus supplement or post-effective amendment;


 


(xi)            furnish to each Electing Holder and the counsel referred
to in Section 4(d)(vii) such number of copies of such Shelf
Registration Statement (excluding exhibits thereto and documents incorporated
by reference therein unless specifically so requested by such Electing Holder)
and of the prospectus included in such Shelf Registration Statement (including
each preliminary prospectus and any summary prospectus), in conformity in all
material respects with the applicable requirements of the Securities Act and
the Trust Indenture Act to the extent such documents are not available through
the Commission’s EDGAR System, and such other documents, as such Electing
Holder may reasonably request in order to facilitate the offering and
disposition of the Registrable Securities owned by such Electing Holder and to
permit such Electing Holder to satisfy the prospectus delivery requirements of
the Securities Act; and subject to Section 3(e), the Issuer hereby
consents to the use of such prospectus (including such preliminary and summary
prospectus) and any amendment or supplement thereto by each such Electing
Holder, in each case in the form most recently provided to such person by the
Issuer, in connection with the offering and sale of the Registrable Securities
covered by the prospectus (including such preliminary and summary prospectus)
or any supplement or amendment thereto;


 


(xii)           use all commercially reasonable efforts to (A) register
or qualify the Registrable Securities to be included in such Shelf Registration
Statement under such securities laws or blue sky laws of such U.S.
jurisdictions as any


 


17





















 


Electing
Holder shall reasonably request, (B) keep such registrations or
qualifications in effect and comply with such laws so as to permit the
continuance of offers, sales and dealings therein in such jurisdictions during
the period the Shelf Registration is required to remain effective under Section 2(b) and
for so long as may be necessary to enable any such Electing Holder to complete
its distribution of Securities pursuant to such Shelf Registration Statement
and (C) take any and all other actions as may be reasonably necessary or
advisable to enable each such Electing Holder to consummate the disposition in
such jurisdictions of such Registrable Securities; provided, however, that neither the Issuer
nor any Guarantor shall be required for any such purpose to (1) qualify as
a foreign corporation in any jurisdiction wherein it would not otherwise be
required to qualify but for the requirements of this Section 4(d)(xii), (2) consent
to general service of process in any such jurisdiction or become subject to
taxation in any such jurisdiction or (3) make any changes to its
certificate of incorporation or by-laws or other governing documents or any
agreement between it and its stockholders;


 


(xiii)            unless any Registrable Securities
shall be in book-entry only form, cooperate with the Electing Holders to
facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold, which certificates, if so required by any
securities exchange upon which any Registrable Securities are listed, shall be
printed, penned, lithographed, engraved or otherwise produced by any
combination of such methods, on steel engraved borders, and which certificates
shall not bear any restrictive legends;


 


(xiv)           provide a CUSIP number for all Registrable Securities, not
later than the applicable Effective Time;


 


(xv)            notify in writing each holder of Registrable Securities
of any proposal by the Issuer to amend or waive any provision of this Agreement
pursuant to Section 10(h) and of any amendment or waiver effected
pursuant thereto, each of which notices shall contain the text of the amendment
or waiver proposed or effected, as the case may be;


 


(xvi)           comply in all material respects with all applicable rules and
regulations of the Commission, and make generally available to its securityholders
no later than eighteen months after the Effective Time of such Shelf
Registration Statement an earnings statement of the Issuer and its subsidiaries
complying with Section 11(a) of the Securities Act (including, at the
option of the Issuer, Rule 158 thereunder).


 


(e)             In the event that
the Issuer would be required, pursuant to Section 4(d)(viii)(G), to notify
the Electing Holders, the Issuer shall promptly prepare and furnish to each of
the Electing Holders a reasonable number of copies of a prospectus supplemented
or amended so that, as thereafter delivered to purchasers of Registrable
Securities, such prospectus shall conform in all material respects to the
applicable requirements of the Securities Act and the Trust Indenture Act and
shall not contain an


 


18





















 


untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing. Each Electing Holder agrees that upon
receipt of any notice from the Issuer pursuant to Section 4(d)(viii)(G),
such Electing Holder shall forthwith discontinue the disposition of Registrable
Securities pursuant to the Shelf Registration Statement applicable to such
Registrable Securities until such Electing Holder shall have received copies of
such amended or supplemented prospectus, and if so directed by the Issuer, such
Electing Holder shall deliver to the Issuer (at the Issuer’s expense) all
copies, other than permanent file copies, then in such Electing Holder’s
possession of the prospectus covering such Registrable Securities at the time
of receipt of such notice.


 


(f)         In the event of a
Shelf Registration, in addition to the information required to be provided by
each Electing Holder in its Notice and Questionnaire, the Issuer may require
such Electing Holder to furnish to the Issuer such additional information
regarding such Electing Holder and such Electing Holder’s intended method of
distribution of Registrable Securities as may be required in order to comply
with the Securities Act. Each such Electing Holder agrees to notify the Issuer
as promptly as practicable of any inaccuracy or change in information
previously furnished by such Electing Holder to the Issuer or of the occurrence
of any event in either case as a result of which any prospectus relating to
such Shelf Registration contains or would contain an untrue statement of a
material fact regarding such Electing Holder or such Electing Holder’s intended
method of disposition of such Registrable Securities or omits to state any
material fact regarding such Electing Holder or such Electing Holder’s intended
method of disposition of such Registrable Securities required to be stated
therein or necessary to make the statements therein not misleading in light of
the circumstances then existing, and promptly to furnish to the Issuer any
additional information required to correct and update any previously furnished
information or required so that such prospectus shall not contain, with respect
to such Electing Holder or the disposition of such Registrable Securities, an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing.


 


(g)        Until the expiration of
two years after the Closing Date, the Issuer will not, and will not permit any
of its “affiliates” (as defined in Rule 144) to, resell any of the Securities
that have been reacquired by any of them except pursuant to an effective
registration statement, or a valid exemption from the registration
requirements, under the Securities Act.


 


(h)         As a condition to its participation in the
Exchange Offer, each holder of Registrable Securities shall furnish, upon the
request of the Issuer, a written representation to the Issuer (which may be
contained in the letter of transmittal or “agent’s message” transmitted via The
Depository Trust Company’s Automated Tender Offer Procedures, in either case
contemplated by the Exchange Registration Statement) to the effect that (A) it
is not an “affiliate” of the Issuer, as defined in Rule 405 of the
Securities Act, or if it is such an “affiliate,” it will comply with the registration
and prospectus delivery requirements of the Securities Act to the extent
applicable; provided,


 


19





















 


however, that this clause (A) shall not apply to Merrill Lynch, Pierce,
Fenner & Smith, Incorporated, (B) it is not engaged in and does
not intend to engage in, and has no arrangement or understanding with any
person to participate in, a distribution of the Exchange Securities to be
issued in the Exchange Offer, (C) it is acquiring the Exchange Securities
in its ordinary course of business, (D) if it is a broker-dealer that
holds Securities that were acquired for its own account as a result of
market-making activities or other trading activities (other than Securities
acquired directly from the Issuer or any of its affiliates), it will deliver a
prospectus meeting the requirements of the Securities Act in connection with
any resales of the Exchange Securities received by it in the Exchange Offer, (E) if
it is a broker-dealer, that it did not purchase the Securities to be exchanged
in the Exchange Offer from the Issuer or any of its affiliates, and (F) it
is not acting on behalf of any person who could not truthfully and completely
make the representations contained in the foregoing subclauses (A) through
(E).


 


5.                  Registration Expenses.


 


The
Issuer agrees to bear and to pay or cause to be paid promptly all expenses
incident to the Issuer’s performance of or compliance with this Agreement,
including (a) all Commission and any NASD registration, filing and review
fees and expenses including reasonable fees and disbursements of counsel for
the Eligible Holders in connection with such registration, filing and review, (b) all
fees and expenses in connection with the qualification of the Securities for
offering and sale under the State securities and blue sky laws referred to in Section 4(d)(xii)
and determination of their eligibility for investment under the laws of such
jurisdictions as the Electing Holders may reasonably designate, including any
reasonable fees and disbursements of counsel for the Electing Holders in
connection with such qualification and determination, (c) all expenses
relating to the preparation, printing, production, distribution and
reproduction of each registration statement required to be filed hereunder,
each prospectus included therein or prepared for distribution pursuant hereto,
each amendment or supplement to the foregoing, the expenses of preparing the
Securities for delivery and the expenses of printing or producing any selling
agreements and blue sky or legal investment memoranda and all other documents
in connection with the offering, sale or delivery of Securities to be disposed
of (including certificates representing the Securities), (d) messenger,
telephone and delivery expenses relating to the offering, sale or delivery of
Securities and the preparation of documents referred in clause (c) above, (e) fees
and expenses of the Trustee under the Indenture, any agent of the Trustee and
any counsel for the Trustee and of any collateral agent or custodian, (f) internal
expenses (including all salaries and expenses of the Issuer’s officers and
employees performing legal or accounting duties), (g) reasonable fees,
disbursements and expenses of counsel and independent certified public accountants
of the Issuer, (h) reasonable fees, disbursements and expenses of one
counsel for the Electing Holders retained in connection with a Shelf
Registration, as selected by the Electing Holders of at least a majority in
aggregate principal amount of the Registrable Securities held by Electing
Holders (which counsel shall be reasonably satisfactory to the Issuer), (i) any
fees charged by securities rating services for rating the Securities, and (j) fees,
expenses and disbursements of any other persons, including special experts,
retained by the Issuer in connection with such registration (collectively, the “Registration Expenses”). To the extent that any Registration Expenses
are incurred, assumed or paid by any holder of Registrable Securities, the
Issuer shall reimburse such person for the full amount of the Registration
Expenses so


 


20


















 


incurred,
assumed or paid promptly after receipt of a request therefor. Notwithstanding
the foregoing, the holders of the Registrable Securities being registered shall
pay all agency fees and commissions and underwriting discounts and commissions,
if any, and transfer taxes, if any, attributable to the sale of such
Registrable Securities and the fees and disbursements of any counsel or other
advisors or experts retained by such holders (severally or jointly), other than
the counsel and experts specifically referred to above.


 


6.                                  Indemnification and
Contribution.


 


(a)                             Indemnification by the
Issuer and the Guarantors. The
Issuer and each Guarantor, jointly and severally, will indemnify and hold
harmless each of the holders of Registrable Securities included in an Exchange
Registration Statement, the Market-Maker and each of the Electing Holders of
Registrable Securities included in a Shelf Registration Statement against any
losses, claims, damages or liabilities, joint or several, to which such holder,
the Market-Maker or such Electing Holder may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in
any Exchange Registration Statement, Shelf Registration Statement or
Market-Making Registration Statement, as the case may be, under which such
Securities, Registrable Securities or Exchange Securities, as applicable, were
registered under the Securities Act, or any preliminary, final or summary
prospectus (including, without limitation, any “issuer free writing prospectus”
as defined in Rule 433) contained therein or furnished by the Issuer to
any such holder, the Market-Maker or such Electing Holder, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse
such holder, the Market-Maker and such Electing Holder for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such action or claim as such expenses are incurred; provided, however, that neither the Issuer
nor any Guarantor shall be liable to any such person in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in such registration statement, or preliminary, final or summary
prospectus (including, without limitation, any “issuer free writing prospectus”
as defined in Rule 433), or amendment or supplement thereto, in reliance
upon and in conformity with written information furnished to the Issuer by such
person expressly for use therein.


 


(b)                            Indemnification by the
Holders. Each holder of
Securities, Registrable Securities or Exchange Securities, as applicable,
severally and not jointly, will (i) indemnify and hold harmless the
Issuer, each Guarantor and all other holders of Registrable Securities, against
any losses, claims, damages or liabilities to which the Issuer, each Guarantor
or such other holders of Registrable Securities may become subject, under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in
such registration statement, or any preliminary, final or summary prospectus
(including, without limitation, any “issuer free writing prospectus” as defined
in Rule 433) contained therein or furnished by the Issuer to any such
Electing Holder, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be


 


21





















 


stated
therein or necessary to make the statements therein not misleading, in each
case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Issuer by such
Electing Holder expressly for use therein, and (ii) reimburse the Issuer
and each Guarantor for any legal or other expenses reasonably incurred by the
Issuer and each Guarantor in connection with investigating or defending any
such action or claim as such expenses are incurred; provided,
however, that no such
Electing Holder shall be required to undertake liability to any person under
this Section 6(b) for any amounts in excess of the dollar amount of
the proceeds to be received by such Electing Holder from the sale of such
Electing Holder’s Registrable Securities pursuant to such registration.


 


(c)          Notices
of Claims, Etc. Promptly
after receipt by an indemnified party under subsection (a) or (b) above
of written notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against an indemnifying
party pursuant to the indemnification provisions of or contemplated by this Section 6,
notify as promptly as reasonably practicable such indemnifying party in writing
of the commencement of such action; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under the indemnification provisions of or
contemplated by Section 6(a) or Section 6(b). In case any such
action shall be brought against any indemnified party and it shall notify an
indemnifying party of the commencement thereof, such indemnifying party shall
be entitled to participate therein and, to the extent that it shall wish,
jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified party
(who shall not, except with the consent of the indemnified party, be counsel to
the indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, such
indemnifying party shall not be liable to such indemnified party for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof
other than reasonable costs of investigation, subject to the following
sentence. In no event shall the indemnifying parties be liable for fees and expenses
of more than one counsel (in addition to any local counsel) in connection with
any one action or separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances,
unless (i) the indemnified party shall have reasonably concluded that
there may be legal defenses available to it that are different from or in
addition to the indemnifying party such that counsel for such indemnified party
has reasonably concluded that a conflict of interest would arise or (ii) the
named parties in any such proceeding (including any impleaded parties) included
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
different interests between them, in either of which cases, the indemnifying
party shall pay the reasonable fees and expenses of one counsel retained by the
indemnified party (or indemnified parties, if they are party to the same
actions or if their claims arise out of the same general allegations or
circumstances). No indemnifying party shall, without the prior written consent
of the indemnified party, effect the settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment (i) includes
an unconditional


 


22





















 


release
of the indemnified party from all liability arising out of such action or claim
and (ii) does not include a statement as to, or an admission of, fault,
culpability or a failure to act by or on behalf of any indemnified party.


 


(d)         Contribution.
If for any
reason the indemnification provisions contemplated by Section 6(a) or
Section 6(b) are unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, claims, damages or liabilities (or
actions in respect thereof) referred to therein, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (or actions in respect
thereof) in such proportion as is appropriate to reflect the relative fault of
the indemnifying party and the indemnified party in connection with the
statements or omissions which resulted in such losses, claims, damages or liabilities
(or actions in respect thereof), as well as any other relevant equitable
considerations. The relative fault of such indemnifying party and indemnified
party shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by such
indemnifying party or by such indemnified party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not be just
and equitable if contributions pursuant to this Section 6(d) were
determined by pro rata allocation (even if the holders were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in this Section 6(d).
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages, or liabilities (or actions in respect thereof) referred to
above shall be deemed to include any legal or other fees or expenses reasonably
incurred by such indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this Section 6(d),
no holder or Market-Maker shall be required to contribute any amount in excess
of the amount by which the dollar amount of the proceeds received by such
holder from the sale of any Securities, Registrable Securities or Exchange
Securities, as applicable (after deducting any fees, discounts and commissions
applicable thereto), exceeds the amount of any damages which such holder or
Market-Maker 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 12(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The holders’ or Market-Maker’s
obligations in this Section 6(d) to contribute shall be several in
proportion to the principal amount of Registrable Securities registered by them
and not joint.


 


(e)          The obligations of
the Issuer and each Guarantor under this Section 6 shall be in addition to
any liability which the Issuer or each Guarantor may otherwise have and each
officer, director and partner of each holder and each person, if any, who
controls any holder within the meaning of the Securities Act shall have the
same right to indemnification and contribution as the holder itself; and the
obligations of the holders or Market-Maker contemplated by this Section 6
shall be in addition to any liability which the respective holder or
Market-Maker may otherwise have and each officer and director of the Issuer or
any Guarantor (including any person who, with his consent, is named in any
registration statement as about to become a director of the Issuer or any of
the Guarantor) and each person, if any, who controls the Issuer


 


23





















 


within
the meaning of the Securities Act shall have the same rights to indemnification
and contribution as the Issuer or Guarantors themselves.


 


7.             Underwritten
Offerings.


 


Each
holder of Registrable Securities hereby agrees with the Issuer and each other
such holder that no holder of Registrable Securities may participate in any
underwritten offering hereunder unless (a) the Issuer gives its prior
written consent to such underwritten offering, (b) the managing
underwriter or underwriters thereof shall be designated by Electing Holders
holding at least a majority in aggregate principal amount of the Registrable
Securities to be included in such offering, provided
that such designated
managing underwriter or underwriters is or are reasonably acceptable to the
Issuer, (c) each holder of Registrable Securities participating in such
underwritten offering agrees to sell such holder’s Registrable Securities on
the basis provided in any underwriting arrangements approved by the persons
entitled selecting the managing underwriter or underwriters hereunder and (d) each
holder of Registrable Securities participating in such underwritten offering
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements. Notwithstanding the foregoing, the Issuer
shall not be required to effect more than one underwritten offerings under this
Section 8 and any underwritten offering must include Notes in an aggregate
principal amount of at least $75.0 million.


 


8.             Rule 144.


 


The
Issuer covenants to the holders of Registrable Securities and Market-Maker that
(i) it will comply with Section 4.3 of the Indenture and (ii) to
the extent it shall be required to do so under the Exchange Act, the Issuer
will use its reasonable best efforts to timely file the reports required to be
filed by it under the Exchange Act or the Securities Act (including the reports
under Sections 13 and 15(d) of the Exchange Act referred to in
subparagraph (c)(1) of Rule 144), and shall take such further action
as any holder of Registrable Securities or Market-Maker may reasonably request,
all to the extent required from time to time to enable such holder to sell
Registrable Securities or Market-Maker to sell Securities or Exchange
Securities without registration under the Securities Act within the limitations
of the exemption provided by Rule 144. Upon the request of any holder of
Registrable Securities or Market-Maker in connection with that holder’s or
Market-Maker’s sale pursuant to Rule 144, the Issuer shall deliver to such
holder a written statement as to whether it has complied with such
requirements.


 


9.             Miscellaneous.


 


(a)           No Inconsistent
Agreements. The
Issuer represents, warrants, covenants and agrees that it has not granted, and
shall not grant, registration rights with respect to Registrable Securities or
any other securities which would be inconsistent with the terms contained in
this Agreement.


 


(b)           Specific
Performance. The
parties hereto acknowledge that there would be no adequate remedy at law if the
Issuer fails to perform any of its obligations hereunder and that the
Purchasers and the holders from time to time of the Registrable Securities may
be irreparably


 


24





















 


harmed
by any such failure, and accordingly agree that the Purchasers and such
holders, in addition to any other remedy to which they may be entitled at law
or in equity, shall be entitled to compel specific performance of the
obligations of the Issuer under this Agreement in accordance with the terms and
conditions of this Agreement, in any court of the United States or any State
thereof having jurisdiction.


 


(c)           Notices.     All notices, requests, claims, demands,
waivers and other communications hereunder shall be in writing (including
emails) and shall be deemed to have been duly given when delivered by hand, if
delivered personally, by facsimile, by courier or electronic mail, or three
days after being deposited in the mail (registered or certified mail, postage
prepaid, return receipt requested) as follows: If to the Issuer, to it at
Nuveen Investments, Inc., 333 W. Wacker Drive, Chicago, IL 60606,
attention of John L. MacCarthy, Esq., with a copy to Madison Dearborn
Partners LLC at Three First National Plaza, Chicago, Illinois 60602, attention
of Mark B, Tresnowski, Esq. and Kirkland & Ellis LLP at 200 East
Randolph Drive, Chicago, Illinois 60601, attention of Richard W. Porter, P.C.
and Robert M. Hayward, Esq., and if to a holder, to the address of such
holder set forth in the security register or other records of the Issuer, or to
such other address as the Issuer or any such holder may have furnished to the
other in writing in accordance herewith, except that notices of change of
address shall be effective only upon receipt.


 


(d)           Parties
in Interest. All
the terms and provisions of this Agreement shall be binding upon, shall inure
to the benefit of and shall be enforceable by the parties hereto and the
holders from time to time of the Registrable Securities and the respective
successors and assigns of the parties hereto and such holders. In the event
that any transferee of any holder of Registrable Securities shall acquire
Registrable Securities, in any manner, whether by gift, bequest, purchase,
operation of law or otherwise, such transferee shall, without any further
writing or action of any kind, be deemed a beneficiary hereof for all purposes
and such Registrable Securities shall be held subject to all of the terms of
this Agreement, and by taking and holding such Registrable Securities such
transferee shall be entitled to receive the benefits of, and be conclusively
deemed to have agreed to be bound by all of the applicable terms and provisions
of this Agreement. If the Issuer shall so request, any such successor, assign
or transferee shall agree in writing to acquire and hold the Registrable
Securities subject to all of the applicable terms hereof.


 


(e)           Survival.
The respective
indemnities, agreements, representations, warranties and each other provision
set forth in this Agreement or made pursuant hereto shall remain in full force
and effect regardless of any investigation (or statement as to the results thereof)
made by or on behalf of any holder of Registrable Securities, any director,
officer or partner of such holder, or any controlling person of any of the
foregoing, and shall survive delivery of and payment for the Registrable
Securities pursuant to the Purchase Agreement and the transfer and registration
of Registrable Securities by such holder and the consummation of an Exchange
Offer.


 


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


 


25





















 


(g)         Headings.
The
descriptive headings of the several Sections and paragraphs of this Agreement
are inserted for convenience only, do not constitute a part of this Agreement
and shall not affect in any way the meaning or interpretation of this
Agreement.


 


(h)         Entire
Agreement; Amendments. This Agreement and the other writings referred to herein (including the
Indenture and the form of Securities) or delivered pursuant hereto which form a
part hereof contain the entire understanding of the parties with respect to its
subject matter. This Agreement supersedes all prior agreements and
understandings between the parties with respect to its subject matter. This
Agreement may be amended and the observance of any term of this Agreement may
be waived (either generally or in a particular instance and either
retroactively or prospectively) only by a written instrument duly executed by
the Issuer and the holders of at least a majority in aggregate principal amount
of the Registrable Securities at the time outstanding. Each holder of any
Registrable Securities at the time or thereafter outstanding shall be bound by
any amendment or waiver effected pursuant to this Section 9(h), whether or
not any notice, writing or marking indicating such amendment or waiver appears
on such Registrable Securities or is delivered to such holder.


 


(i)           Counterparts.
This Agreement
may be executed by the parties in counterparts, each of which shall be deemed
to be an original, but all such respective counterparts shall together
constitute one and the same instrument.


 


(j)           Severability.
If any
provision of this Agreement, or the application thereof in any circumstance, is
held to be invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of such provision in every other respect
and of the remaining provisions contained in this Agreement shall not be
affected or impaired thereby.


 


26





















 


If the foregoing is in accordance with your
understanding, please sign and return to us one for Windy, the Company and the
Guarantors and each of the Representatives plus one for each counsel
counterparts hereof, and upon the acceptance hereof by you, on behalf of each
of the Purchasers, this letter and such acceptance hereof shall constitute a
binding agreement between each of the Purchasers, the Guarantors, the Company
and Windy. It is understood that your acceptance of this letter on behalf of
each of the Purchasers is pursuant to the authority set forth in a form of
Agreement among Purchasers, the form of which shall be submitted to the Issuer
for examination upon request, but without warranty on your part as to the
authority of the signers thereof.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  WINDY
  CITY INVESTMENTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Timothy Hurd

  
	
   

  	
   

  	
  Name:   Timothy
  Hurd

  
	
   

  	
   

  	
  Title:  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WINDY
  CITY ACQUISITION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Timothy Hurd

  
	
   

  	
   

  	
  Name:   Timothy
  Hurd

  
	
   

  	
   

  	
  Title:  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NUVEEN
  INVESTMENTS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John L. MacCarthy

  
	
   

  	
   

  	
  Name:   John
  L. MacCarthy

  
	
   

  	
   

  	
  Title:  Secretary

  



 


Signature page to Registration Rights Agreement


 





















 


	
   

  	
   

  	
  NUVEEN
  HYDEPARK GROUP, LLC

  
	
   

  	
   

  	
  NUVEEN ASSET
  MANAGEMENT

  
	
   

  	
   

  	
  NUVEEN
  INVESTMENTS ADVISERS INC.

  
	
   

  	
   

  	
  NUVEEN INVESTMENTS
  HOLDINGS, INC.

  
	
   

  	
   

  	
  NUVEEN INVESTMENTS INSTITUTIONAL SERVICES GROUP LLC

  
	
   

  	
   

  	
  NWQ
  HOLDINGS, LLC

  
	
   

  	
   

  	
  NWQ INVESTMENT MANAGEMENT COMPANY, LLC

  
	
   

  	
   

  	
  RICHARDS &
  TIERNEY, INC.

  
	
   

  	
   

  	
  RITTENHOUSE
  ASSET MANAGEMENT, INC.

  
	
   

  	
   

  	
  SANTA
  BARBARA ASSET MANAGEMENT, LLC

  
	
   

  	
   

  	
  SYMPHONY
  ASSET MANAGEMENT LLC

  
	
   

  	
   

  	
  TRADEWINDS
  GLOBAL INVESTORS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John
  L. MacCathy

  
	
   

  	
   

  	
  Name:   John
  L. MacCathy

  
	
   

  	
   

  	
  Title:   Secretary

  



 


Signature page to Registration Rights
Agreement


 





















 


	
  CONFIRMED
  AND ACCEPTED,

  	
   

  	
   

  
	
  as
  of the date first above written:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MERRILL LYNCH, PIERCE, FENNER & SMITH
  INCORPORATED

  	
   

  	
   

  
	
  DEUTSCHE
  BANK SECURITIES INC.

  	
   

  	
   

  
	
  WACHOVIA
  CAPITAL MARKETS, LLC

  	
   

  	
   

  
	
  MORGAN
  STANLEY & CO. INCORPORATED

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  MERRILL LYNCH, PIERCE, FENNER & SMITH
  INCORPORATED

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  Illegible

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  



 


For
themselves and as Representatives of the other Initial Purchasers named in Schedule
A of the Purchase Agreement.


 


[Registration Rights Agreement Signature Page]


 














 


Exhibit A


 


NUVEEN INVESTMENTS, INC.


 


INSTRUCTION TO DTC PARTICIPANTS


 


[Date]


 


URGENT — IMMEDIATE ATTENTION REQUESTED


 


DEADLINE FOR
RESPONSE: [  ](a)


 


The
Depository Trust Company (“DTC”)  has
identified you as a DTC Participant through which beneficial interests in the
Nuveen Investments, Inc. (the “Issuer”)  [ ]%  Senior Notes due 2015 (the “Securities”)  are held.


 


The
Issuer is in the process of registering the Securities under the Securities Act
of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.


 


It
is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities included in the registration
statement depend upon their returning the Notice and Questionnaire by [      ].
Please forward a copy of the enclosed documents to each beneficial owner that
holds interests in the Securities through you. If you require more copies of
the enclosed materials or have any questions pertaining to this matter, please
contact Nuveen Investments, Inc., [Address and Telephone Number of Issuer].


 






(a)                Not less than 28 calendar days from date of
mailing.


 


A-1

















 


NUVEEN INVESTMENTS, INC.


 


Notice of Registration Statement

and

Selling Securityholder Questionnaire


 


[        ]


 


Reference
is hereby made to the Exchange and Registration Rights Agreement (the “Exchange and Registration Rights Agreement”) between Nuveen Investments, Inc. (the “Issuer”)
and the Purchasers
named therein. Pursuant to the Exchange and Registration Rights Agreement, the
Issuer has filed or will file with the United States Securities and Exchange
Commission (the “Commission”)  a registration statement on Form [ ] (the “Shelf Registration Statement”)  for the registration and resale under Rule 415 of the Securities
Act of 1933, as amended (the “Securities Act”),  of the Issuer’s [ ]% Senior Notes due 2015 (the “Securities”). A copy of
the Exchange and Registration Rights Agreement has been filed as an exhibit to
the Shelf Registration Statement and can be obtained from the Commission’s
website at www.sec.gov. All capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto in the Exchange and Registration
Rights Agreement.


 


Each
beneficial owner of Registrable Securities (as defined below) is entitled to have
the Registrable Securities beneficially owned by it included in the Shelf
Registration Statement. In order to have Registrable Securities included in the
Shelf Registration Statement, this Notice of Registration Statement and Selling
Securityholder Questionnaire (“Notice
and Questionnaire”)  must be completed, executed and delivered to
the Issuer’s counsel at the address set forth herein for receipt ON OR BEFORE
[Deadline for Response]. Beneficial owners of Registrable Securities who do not
properly complete, execute and return this Notice and Questionnaire by such
date (i) will not be named as selling securityholders in the Shelf
Registration Statement and (ii) may not use the Prospectus forming a part
thereof for resales of Registrable Securities.


 


Certain
legal consequences arise from being named as a selling securityholder in the
Shelf Registration Statement and related Prospectus. Accordingly, holders and
beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.


 


The
term “Registrable Securities”  is defined in the Exchange and Registration Rights Agreement.


 


A-2

















 


ELECTION


 


The
undersigned holder (the “Selling Securityholder”)  of Registrable Securities hereby elects to
include in the Shelf Registration Statement the Registrable Securities
beneficially owned by it and listed below in Item (3). The undersigned, by
signing and returning this Notice and Questionnaire, agrees to be bound with
respect to such Registrable Securities by the terms and conditions of this
Notice and Questionnaire and the Exchange and Registration Rights Agreement,
including, without limitation, Section 6 of the Exchange and Registration
Rights Agreement, as if the undersigned Selling Securityholder were an original
party thereto.


 


Pursuant
to the Exchange and Registration Rights Agreement, the undersigned has agreed
to indemnify and hold harmless the Issuer, its officers who sign any Shelf
Registration. Statement, and each person, if any, who controls the Issuer
within the meaning of either Section 15 of the Securities Act or Section 20
of the Exchange Act of 1934, as amended (the “Exchange Act”),  against
certain loses arising out of an untrue statement, or the alleged untrue
statement, of a material fact in the Shelf Registration Statement or the
related prospectus or the omission, or alleged omission, to state a material
fact required to be stated in such Shelf Registration Statement or the related
prospectus, but only to the extent such untrue statement or omission, or
alleged untrue statement or omission, was made in reliance on and in conformity
with the information provided in this Notice and Questionnaire.


 


Upon
any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Issuer
and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus
and as Exhibit B to the Exchange and Registration Rights Agreement.


 


The
Selling Securityholder hereby provides the following information to the Issuer
and represents and warrants that such information is accurate and complete:


 


A-3

















 


QUESTIONNAIRE


 


(1)                                  (a)                                  Full legal name of Selling Securityholder:


 


(b)                                 Full legal name of registered Holder (if not
the same as in (a) above) of Registrable Securities listed in Item (3) below:


 


(c)                                  Full legal name of DTC Participant (if
applicable and if not the same as (b) above) through which Registrable
Securities listed in Item (3) below are held:


 


(2)                                  Address for notices to Selling
Securityholder:


 


 


 


Telephone:


Fax:


Contact Person:


E-mail for Contact Person:


 


(3)                                  Beneficial Ownership of Securities:


 


Except as set forth below in this
Item (3), the undersigned does not beneficially own any Securities.


 


(a)                                  Principal amount of Registrable Securities
beneficially owned:


CUSIP No(s). of such Registrable Securities:


 


(b)                                 Principal amount of Securities other than
Registrable Securities beneficially owned: 


 


CUSIP No(s). of such other Securities:


 


(c)                                  Principal amount of Registrable Securities
that the undersigned wishes to be included in the Shelf Registration
Statement:    


CUSIP No(s). of such Registrable Securities to be included in the Shelf
Registration Statement:


 


(4)                                  Beneficial Ownership of Other Securities of
the Issuer:


 


Except as set forth below in this
Item (4), the undersigned Selling Securityholder is not the beneficial or
registered owner of any other securities of the Issuer, other than the
Securities listed above in Item (3).


 


A-4

















 


State
any exceptions here:


 


 


(5)                                  Individuals who exercise dispositive powers
with respect to the Securities:


 


If the Selling Securityholder is
not an entity that is required to file reports with the Commission pursuant to Section 13
or 15(d) of the Exchange Act (a “Reporting Company”), then the Selling
Securityholder must disclose the name of the natural person(s) who
exercise sole or shared dispositive powers with respect to the Securities.
Selling Securityholders should disclose the beneficial holders, not nominee
holders or other such others of record. In addition, the Commission has
provided guidance that Rule 13d-3 of the Securities Exchange Act of 1934
should be used by analogy when determining the person or persons sharing voting
and/or dispositive powers with respect to the Securities.


 


(a)                                  Is the holder a Reporting Company?


 


Yes  o                                          No  o


 


If “No,” please answer Item
(5)(b).


 


(b)                                 List below the individual or individuals who
exercise dispositive powers with respect to the Securities:


 


 


Please note that the names of the persons listed in (b) above
will be included in the Shelf Registration Statement and related Prospectus.


 


(6)                                  Relationships with the Issuer:


 


Except as set forth below,
neither the Selling Securityholder nor any of its affiliates, officers,
directors or principal equity holders (5% or more) has held any position or
office or has had any other material relationship with the Issuer (or its
predecessors or affiliates) during the past three years.


 


State
any exceptions here:


 


 


A-5

















 


(7)                             Plan of Distribution:


 


Except as set forth below, the
undersigned Selling Securityholder intends to distribute the Registrable
Securities listed above in Item (3) only as follows (if at all): Such
Registrable Securities may be sold from time to time directly by the
undersigned Selling Securityholder. Such Registrable Securities may be sold in
one or more transactions at fixed prices, at prevailing market prices at the
time of sale, at varying prices determined at the time of sale, or at
negotiated prices. Such sales may be effected in transactions (which may
involve crosses or block transactions) (i)  on any
national securities exchange or quotation service on which the Registered
Securities may be listed or quoted at the time of sale, (ii) in the
over-the-counter market, (iii) in transactions otherwise than on such
exchanges or services or in the over-the-counter market, or (iv) through
the writing of options. In connection with sales of the Registrable Securities
or otherwise, the Selling Securityholder may enter into hedging transactions
with broker-dealers, which may in turn engage in short sales of the Registrable
Securities in the course of hedging the positions they assume. The Selling
Securityholder may also sell Registrable Securities short and deliver
Registrable Securities to close out such short positions, or loan or pledge
Registrable Securities to broker-dealers that in turn may sell such securities.


 


State any exceptions here:


 


 


 


Note: In no event may such method(s) of
distribution take the form of an underwritten offering of Registrable
Securities without the prior written agreement of the Issuer.


 


(8)                             Broker-Dealers:


 


The Commission requires that all
Selling Securityholders that are registered broker-dealers or affiliates of
registered broker-dealers be so identified in the Shelf Registration Statement.
In addition, the Commission requires that all Selling Securityholders that are
registered broker-dealers be named as underwriters in the Shelf Registration
Statement and related Prospectus, even if they did not receive the Registrable
Securities as compensation for underwriting activities.


 


(a)                                  State whether the
undersigned Selling Securityholder is a registered broker-dealer:


 


Yes  o                                          No  o


 


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(b)                                 If the answer to (a) is “Yes,” you must
answer (i) and (ii) below, and (iii) below if applicable. Your answers to
(i) and (ii) below, and (iii) below if applicable, will be
included in the Shelf Registration Statement and related Prospectus.


 


(i)                                     Were the Securities acquired as compensation
for underwriting activities?


 


Yes  o                                          No  o


 


If
you answered “Yes,” please provide a brief description of the transaction(s) in
which the Securities were acquired as compensation:


 


 


(ii)                                  Were the Securities acquired for investment
purposes?


 


Yes  o                                          No  o


 


(iii)                               If you answered “No” to both (i) and
(ii), please explain the Selling Securityholder’s reason for acquiring the
Securities:


 


 


(c)                                  State whether the undersigned Selling
Securityholder is an affiliate of a registered broker-dealer and, if so, list
the name(s) of the broker-dealer affiliate(s):


 


Yes  o                                          No  o


 


 


(d)                                 If you answered “Yes” to question (c) above:


 


(i)                                     Did the undersigned Selling Securityholder
purchase Registrable Securities in the ordinary course of business?


 


Yes  o                                          No  o


 


If
the answer is “No” to question (d)(i), provide a brief explanation of the
circumstances in which the Selling Securityholder acquired the Registrable
Securities:


 


 


 


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(ii)                                  At the time of the purchase of the Registrable
Securities, did the undersigned Selling Securityholder have any agreements,
understandings or arrangements, directly or indirectly, with any person to
dispose of or distribute the Registrable Securities?


 


Yes  o                                          No  o


 


 


If
the answer is “Yes” to question (d)(ii), provide a brief explanation of such
agreements, understandings or arrangements:


 


 


If the answer is
“No” to Item (8)(d)(i) or “Yes” to Item (8)(d)(ii), you will be named as
an underwriter in the Shelf Registration Statement and the related Prospectus.


 


(9)           Hedging and short sales:


 


(a)                                  State whether the undersigned Selling
Securityholder has or will enter into “hedging transactions” with respect to
the Registrable Securities:


 


Yes  o                                          No  o


 


If
“Yes,” provide below a complete description of the hedging transactions into
which the undersigned Selling Securityholder has entered or will enter and the
purpose of such hedging transactions, including the extent to which such
hedging transactions remain in place:


 


 


(b)                                 Set forth below is Interpretation A.65 of the
Commission’s July 1997 Manual of Publicly Available Interpretations
regarding short selling:


 


“An issuer filed a Form S-3
registration statement for a secondary offering of common stock which is not
yet effective. One of the selling shareholders wanted to do a short sale of
common stock “against the box” and cover the short sale with registered shares
after the effective date. The issuer was advised that the short sale could not
be made before the registration statement becomes effective, because the shares
underlying the short sale are deemed to be sold at the time such sale is made.
There would, therefore, be a violation of Section 5 if the shares were
effectively sold prior to the effective date.”


 


By
returning this Notice and Questionnaire, the undersigned Selling Securityholder
will be deemed to be aware of the foregoing interpretation.


 


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By
signing below, the Selling Securityholder acknowledges that it understands its
obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act, particularly Regulation M (or any successor rule or
regulation).


 


The
Selling Securityholder hereby acknowledges its obligations under the Exchange
and Registration Rights Agreement to indemnify and hold harmless the Issuer and
certain other persons as set forth in the Exchange and Registration Rights
Agreement.


 


In
the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which
such information is provided to the Issuer, the Selling Securityholder agrees
to notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.


 


By
signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (9) above
and the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such
information will be relied upon by the Issuer in connection with the
preparation of the Shelf Registration Statement and related Prospectus.


 


In
accordance with the Selling Securityholder’s obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Issuer of any inaccuracies
or changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect and to provide such additional information that the Issuer may
reasonably request regarding such Selling Securityholder and the intended
method of distribution of Registrable Securities in order to comply with the
Securities Act. Except as otherwise provided in the Exchange and Registration
Rights Agreement, all notices hereunder and pursuant to the Exchange and
Registration Rights Agreement shall be made in writing, by hand-delivery,
first-class mail, or air courier guaranteeing overnight delivery as follows:


 


(i)               To the Issuer:


 


 


 


A-9

















 


(ii)              With a copy to:


 


 


 


Once
this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Issuer’s counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Issuer and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This
Notice and Questionnaire shall be governed in all respects by the laws of the
State of New York.


 


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IN
WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by
its duly authorized agent.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Selling
  Securityholder

  
	
   

  	
   

  	
  (Print/type
  full legal name of beneficial owner of Registrable Securities)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR
RECEIPT ON OR BEFORE [           ]
TO THE ISSUER’S COUNSEL AT:


 


 


A-11

















 


Exhibit B


 


NOTICE OF TRANSFER PURSUANT TO REGISTRATION
STATEMENT


 


U.S.
Bank National Association


c/o
U.S. Bank National Association


Corporate
Trust Services


60
Livingston Avenue, EP-MN-WS3C 


St.
Paul MN 55107-1419


 


Attention:
Trust Officer


 


	
  Re:

  	
  Nuveen
  Investments, Inc. (the “Issuer”)

  
	
   

  	
  [     ]% Senior Notes due 2015

  



 


Dear
Sirs:


 


Please be advised that        
has transferred $      aggregate principal amount
of the above-referenced Notes pursuant to an effective Registration Statement
on Form [               ]
(File No. 333-             )
filed by the Issuer.


 


We
hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the
above-named beneficial owner of the Notes is named as a “Selling Holder” in the
Prospectus dated [         ] or in
supplements thereto, and that the aggregate principal amount of the Notes
transferred are the Notes listed in such Prospectus opposite such owner’s name.


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Name)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  (Authorized
  Signature)

  



 


B-1