exv4w4






Exhibit 4.4




EXECUTION VERSION




REGISTRATION RIGHTS AGREEMENT




     This REGISTRATION RIGHTS AGREEMENT, dated February 8, 2010 (the “Agreement”), is
entered into by and among Libbey Glass Inc., a Delaware corporation (the “Company”), Libbey
Inc., a Delaware corporation, (“Holdings”), the subsidiary guarantors listed in Schedule 1
hereto (together with Holdings, the “Guarantors”) and the several initial purchasers listed
in Schedule 2 hereto (the “Initial Purchasers”).



     The Company, the Guarantors and the Initial Purchasers are parties to the Purchase Agreement
dated January 28, 2010 (the “Purchase Agreement”), which provides for the sale by the
Company to the Initial Purchasers of $400,000,000 aggregate principal amount of 10% Senior Secured
Notes due 2015 of the Company (the “Securities”), which will be guaranteed on an secured
senior basis by each of the Guarantors. As an inducement to the Initial Purchasers to enter into
the Purchase Agreement, the Company and the Guarantors have agreed to provide to the Initial
Purchasers and their direct and indirect transferees the registration rights set forth in this
Agreement. The execution and delivery of this Agreement is a condition to the closing under the
Purchase Agreement.



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



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



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



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



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



     “Company” shall have the meaning set forth in the preamble and shall also include any
successor entity.



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



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



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



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



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



     “Exchange Securities” shall mean senior secured notes issued by the Company and
guaranteed by the Guarantors under the Indenture containing terms identical to the Securities
(except that the Exchange



 









 




Securities will not be subject to restrictions on transfer or to any
increase in annual interest rate for failure to comply with this Agreement) and to be offered to
Holders of Securities in exchange for Securities pursuant to the Exchange Offer.




     “FINRA” shall mean the Financial Industry Regulatory Authority.



     “Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405
under the Securities Act.



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



     “Holder” shall mean each Initial Purchaser, for so long as it owns any Transfer
Restricted Securities, and each of the Initial Purchasers’ successors, assigns and direct and
indirect transferees who becomes an owner of Transfer Restricted Securities under the Indenture;
provided that for purposes of Sections 4 and 5 of this Agreement, the term “Holders” shall include
Participating Broker-Dealers.



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



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



     “Indenture” shall mean the indenture relating to the Securities, dated as of February
8, 2010, among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as
trustee, and as the same may be amended from time to time in accordance with the terms thereof.



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



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



     “Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as
defined in Rule 433 under the Securities Act.



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



     “Permitted Free Writing Prospectus” shall have the meaning set forth in Section 6(k)
hereof.



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



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



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



     “Registration Expenses” shall mean any and all expenses incident to performance of or
compliance by the Company and the Guarantors with this Agreement, including without limitation:
(i) all SEC, stock



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exchange or FINRA registration and filing fees, (ii) all fees and expenses
incurred in connection with compliance with state securities or blue sky laws (including reasonable
fees and disbursements of counsel for any Underwriters or Holders in connection with blue sky
qualification of any Exchange Securities or Transfer Restricted Securities), (iii) all expenses of
any Persons in preparing or assisting in preparing, word processing, printing and distributing any
Registration Statement, any Prospectus and any amendments or supplements thereto, any underwriting
agreements, securities sales agreements or other similar agreements and any other documents
relating to the performance of and compliance with this Agreement, (iv) all rating agency fees,
(v) all fees and disbursements relating to the qualification of the Indenture under applicable
securities laws, (vi) the reasonable fees and disbursements of the Trustee and its counsel,
(vii) the reasonable fees and disbursements of counsel for the Company and the Guarantors and, in
the case of a Shelf Registration Statement, the reasonable fees and disbursements of one counsel
for the Holders (which counsel shall initially be Cahill Gordon & Reindel llp, subject to
replacement upon action by a majority of Holders) and (viii) the fees and disbursements of the
independent public accountants of the Company and the Guarantors, including the expenses of any
special audits or “comfort” letters required by or incident to the performance of and compliance
with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than
fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and
commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition
of Transfer Restricted Securities by a Holder.




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



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



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



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



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



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



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



     “Shelf Registration Statement” shall mean a “shelf” registration statement of the
Company and the Guarantors filed under the Securities Act providing for the registration on a
continuous or delayed basis of the Transfer Restricted Securities pursuant to Rule 415 under the
Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and
supplements to such registration statement, including post-effective amendments, in each case
including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any
document incorporated by reference therein.



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



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



     “Staff” shall mean the staff of the SEC.



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     “Target Registration Date” shall have the meaning set forth in Section 2(d) hereof.



     “Transfer Restricted Securities” shall mean the Securities; provided that such
Securities shall cease to be Transfer Restricted Securities (i) when such Securities cease to be
outstanding, (ii) on the date that is two years from the Closing Date or (iii) when a Registration
Statement with respect to such Securities has become effective under the Securities Act and such
Securities have been exchanged or disposed of pursuant to such Registration Statement.



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



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



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



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



     2. Registration Under the Securities Act. (a) To the extent not prohibited by any
applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall use
commercially reasonable efforts to (i) cause to be filed an Exchange Offer Registration Statement
covering an offer to the Holders to exchange all the Transfer Restricted Securities for Exchange
Securities, (ii) have such Registration Statement remain effective until 180 days after the last
Exchange Date for use by one or more Participating Broker-Dealers, (iii) commence the Exchange
Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and
(iv) complete the Exchange Offer within 365 days after the date hereof (other than with respect to
(ii) above).



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




	 	(i)	 	that the Exchange Offer is being made pursuant to this Agreement and that all
Transfer Restricted Securities validly tendered and not properly withdrawn will be
accepted for exchange;
	 
	 	(ii)	 	the dates of acceptance for exchange (which shall be a period of at least 20
Business Days from the date such notice is mailed) (the “Exchange Dates”);
	 
	 	(iii)	 	that any Transferred Restricted Security not tendered will remain outstanding and
continue to accrue interest but will not retain any rights under this Agreement, except
as otherwise specified herein;
	 
	 	(iv)	 	that any Holder electing to have a Transferred Restricted Security exchanged
pursuant to the Exchange Offer will be required to (A) surrender such Transfer Restricted
Security, together with the appropriate letters of transmittal, to the institution and at
the address (located in the Borough of Manhattan, The City of New York) and in the manner
specified in the notice, or (B) effect such exchange otherwise in compliance with the
applicable procedures of the depositary for such Transfer Restricted Security, in each
case prior to the close of business on the last Exchange Date; and




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





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



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




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





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



     (b) In the event that (i) the Company and the Guarantors determine that the Exchange Offer
Registration provided for in Section 2(a) above is not permitted under any applicable law or
applicable interpretations of the Staff, (ii) the Exchange Offer is not for any other reason
consummated by the last Exchange Date or (iii) upon receipt of a written request (a “Shelf
Request”) from any Initial Purchaser within 90 days after the Exchange Offer representing that
it holds Transfer Restricted Securities that are or were ineligible to be exchanged in the Exchange
Offer, the Company and the Guarantors shall use commercially reasonable efforts to cause to be
filed and become effective, a Shelf Registration Statement providing for the sale of all the
Transfer Restricted Securities by the Holders thereof and to have such Shelf Registration Statement
become effective.



     In the event that the Company and the Guarantors are requested to file a Shelf Registration
Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors shall
use commercially reasonable efforts to file and have become effective both an Exchange Offer
Registration
Statement pursuant to Section 2(a) with respect to all Transfer Restricted Securities and a
Shelf



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Registration Statement (which may be a combined Registration Statement with the Exchange
Offer Registration Statement) with respect to offers and sales of Transfer Restricted Securities
held by the Initial Purchasers after completion of the Exchange Offer.




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



     (c) The Company and the Guarantors shall pay all Registration Expenses in connection with any
registration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all
underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating
to the sale or disposition of such Holder’s Transfer Restricted Securities pursuant to the Shelf
Registration Statement.



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



     In the event that the Exchange Offer is not completed on or before the date on which the
Exchange Offer is required to be completed pursuant to Section 2(a) and a Shelf Registration
Statement has not been filed or if the Shelf Registration Statement, if required pursuant to
Section 2(b)(i) or 2(b)(ii) hereof, has been filed but has not been declared effective within 90
days after such filing (each such date, a “Target Registration Date”), the interest rate on
the Transfer Restricted Securities will be increased by (i) 0.25% per annum for the first 90-day
period immediately following the Target Registration Date and (ii) an additional 0.25% per annum
with respect to each subsequent 90 day period thereafter, in each case until the Exchange Offer is
completed or the Shelf Registration Statement, if required hereby, becomes effective, up to a
maximum increase of 1.00% per annum. In the event that the Company receives a Shelf Request
pursuant to Section 2(b)(iii), and the Shelf Registration Statement required to be filed thereby
has not become effective 120 days after delivery of such Shelf Request (such later date, the
“Shelf Additional Interest Date”), then the interest rate on the Transfer Restricted
Securities will be increased by (i) 0.25% per annum for the first 90 day period payable commencing
from one day after the Shelf Additional Interest Date and (ii) an additional 0.25% per annum with
respect to each subsequent 90 day period thereafter, in each case until the Shelf Registration
Statement becomes effective, up to a maximum increase of 1.00% per annum.



     If the Shelf Registration Statement, if required hereby, has become effective and thereafter
either ceases to be effective or the Prospectus contained therein ceases to be usable, in each case
whether or not permitted by this Agreement, at any time during the Shelf Effectiveness Period, and
such failure to remain effective or usable exists for more than 30 consecutive days or up to 60
days in the aggregate in any 12-month period, then the interest rate on the Transfer Restricted
Securities will be increased by
(i) 0.25% per annum for the first 90 day period commencing on the 31st day in such
12-month period that



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such Shelf Registration Statement ceases to be effective or the Prospectus
contained therein ceases to be usable and (ii) an additional 0.25% per annum with respect to each
subsequent 90 day period thereafter, in each case until the Shelf Registration Statement has again
become effective or the Prospectus again becomes usable, up to a maximum increase of 1.00% per
annum.




     Additional interest payable resulting from the registration defaults described in this Section
2(d) 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.



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



     (f) The Company represents, warrants and covenants that it (including its agents and
representatives) will not prepare, make, use, authorize, approve or refer to any Free Writing
Prospectus.



     3. Registration Procedures.



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




	 	(i)	 	use commercially reasonable efforts to prepare and file with the SEC a Registration
Statement on the appropriate form under the Securities Act, which form (x) shall be
selected by the Company and the Guarantors, (y) shall, in the case of a Shelf
Registration, be available for the sale of the Transfer Restricted Securities by the
Holders thereof and (z) shall comply as to form in all material respects with the
requirements of the applicable form and include all financial statements required by the
SEC to be filed therewith; and use commercially reasonable efforts to cause such
Registration Statement to become effective and remain effective for the applicable period
in accordance with Section 2 hereof;
	 
	 	(ii)	 	use commercially reasonable efforts to prepare and file with the SEC such
amendments and post-effective amendments to each Registration Statement as may be
necessary to keep such Registration Statement effective for the applicable period in
accordance with Section 2 hereof and cause each Prospectus to be supplemented by any
required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424
under the Securities Act; and keep each Prospectus current during the period described in
Section 4(3) of and Rule 174 under the Securities Act that is applicable to transactions
by brokers or dealers with respect to the Transfer Restricted Securities or Exchange
Securities;
	 
	 	(iii)	 	in the case of a Shelf Registration, use commercially reasonable efforts to
furnish to each Holder of Transfer Restricted Securities, to counsel for the Initial
Purchasers, to counsel for such Holders and to each Underwriter of an Underwritten
Offering of Transfer Restricted Securities, if any, without charge, as many copies of
each Prospectus or preliminary prospectus, and any amendment or supplement thereto, as
such Holder, counsel or Underwriters may reasonably request in order to facilitate the
sale or other disposition of the
Transfer Restricted Securities thereunder; and the Company and the Guarantors consent
to




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	 	 	 	the use of such Prospectus, preliminary prospectus and any amendment or supplement
thereto in accordance with applicable law by each of the Holders of Transfer Restricted
Securities and any such Underwriters in connection with the offering and sale of the
Transfer Restricted Securities covered by and in the manner described in such
Prospectus, preliminary prospectus or any amendment or supplement thereto in accordance
with applicable law;






	 	(iv)	 	use commercially reasonable efforts to register or qualify the Transfer Restricted
Securities under all applicable state securities or “blue sky” laws of such jurisdictions
as any Holder of Transfer Restricted Securities covered by a Registration Statement shall
reasonably request in writing by the time the applicable Registration Statement becomes
effective; cooperate with such Holders in connection with any filings required to be made
with FINRA; and do any and all other acts and things that may be reasonably necessary or
advisable to enable each Holder to complete the disposition in each such jurisdiction of
the Transfer Restricted Securities owned by such Holder; provided that neither
the Company nor any Guarantor shall be required to (1) qualify as a foreign corporation
or other entity or as a dealer in securities in any such jurisdiction where it would not
otherwise be required to so qualify, (2) file any general consent to service of process
in any such jurisdiction or (3) subject itself to taxation in any such jurisdiction if it
is not so subject;
	 
	 	(v)	 	notify counsel for the Initial Purchasers and, in the case of a Shelf Registration,
notify each Holder of Transfer Restricted Securities and counsel for such Holders
promptly and, if requested by any such Holder or counsel, confirm such advice in writing
(1) when a Registration Statement has become effective, when any post-effective amendment
thereto has been filed and becomes effective and when any amendment or supplement to the
Prospectus has been filed, (2) of any request by the SEC or any state securities
authority for amendments and supplements to a Registration Statement or Prospectus or for
additional information after the Registration Statement has become effective, (3) of the
issuance by the SEC or any state securities authority of any stop order suspending the
effectiveness of a Registration Statement or the initiation of any proceedings for that
purpose, including the receipt by the Company of any notice of objection of the SEC to
the use of a Shelf Registration Statement or any post-effective amendment thereto
pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the applicable
effective date of a Shelf Registration Statement and the closing of any sale of Transfer
Restricted Securities covered thereby, the representations and warranties of the Company
or any Guarantor contained in any underwriting agreement, securities sales agreement or
other similar agreement, if any, relating to an offering of such Transfer Restricted
Securities cease to be true and correct in all material respects or if the Company or any
Guarantor receives any notification with respect to the suspension of the qualification
of the Transfer Restricted Securities for sale in any jurisdiction or the initiation of
any proceeding for such purpose, (5) of the happening of any event during the period a
Registration Statement is effective that makes any statement made in such Registration
Statement or the related Prospectus untrue in any material respect or that requires the
making of any changes in such Registration Statement or Prospectus in order to make the
statements therein, in light of the circumstances under which they were made, not
misleading and (6) of any determination by the Company or any Guarantor that a
post-effective amendment to a Registration Statement or any amendment or supplement to
the Prospectus would be appropriate;
	 
	 	(vi)	 	use commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement or, in the case of a Shelf
Registration, the
resolution of any objection of the SEC pursuant to Rule 401(g)(2), including by filing
an




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	 	 	 	amendment to such Shelf Registration Statement on the proper form, at the earliest
possible moment and provide immediate notice to each Holder of the withdrawal of any
such order or such resolution;
	 
	 	(vii)	 	in the case of a Shelf Registration, furnish to each Holder of Transfer Restricted
Securities, without charge, at least one conformed copy of each Registration Statement
and any post-effective amendment thereto (without any documents incorporated therein by
reference or exhibits thereto, unless requested);
	 
	 	(viii)	 	in the case of a Shelf Registration, cooperate with the Holders of Transfer Restricted
Securities to facilitate the timely preparation and delivery of certificates representing
Transfer Restricted Securities to be sold and not bearing any restrictive legends and
enable such Transfer Restricted Securities to be issued in such denominations and
registered in such names (consistent with the provisions of the Indenture) as such
Holders may reasonably request at least one Business Day prior to the closing of any sale
of Transfer Restricted Securities;
	 
	 	(ix)	 	in the case of a Shelf Registration, upon the occurrence of any event contemplated
by Section 3(a)(v)(5) hereof, use commercially reasonable efforts to prepare and file
with the SEC a supplement or post-effective amendment to such Shelf Registration
Statement or any related Prospectus or Issuer Free Writing Prospectus or any document
incorporated therein by reference or file any other required document so that, as
thereafter delivered (or, to the extent permitted by law, made available) to purchasers
of the Transfer Restricted Securities, such Prospectus or Issuer Free Writing Prospectus
will cease to have the identified deficiencies and will not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading;
and the Company and the Guarantors shall notify the Holders of Transfer Restricted
Securities to suspend use of the Prospectus or Issuer Free Writing Prospectus as promptly
as practicable after the occurrence of such an event, and such Holders hereby agree to
suspend use of the Prospectus or Issuer Free Writing Prospectus until the Company and the
Guarantors have amended or supplemented the Prospectus or Issuer Free Writing Prospectus
to correct such misstatement or omission;
	 
	 	(x)	 	a reasonable time prior to the filing of any Registration Statement, any
Prospectus, any Issuer Free Writing Prospectus, any amendment to a Registration Statement
or amendment or supplement to a Prospectus or Issuer Free Writing Prospectus or of any
document that is to be incorporated by reference into a Registration Statement or a
Prospectus after initial filing of a Registration Statement, provide copies of such
document to the Initial Purchasers and their counsel (and, in the case of a Shelf
Registration Statement, to the Holders of Transfer Restricted Securities and their
counsel) and make such of the representatives of the Company and the Guarantors as shall
be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a
Shelf Registration Statement, the Holders of Transfer Restricted Securities or their
counsel) available for discussion of such document; and the Company and the Guarantors
shall not, at any time after initial filing of a Registration Statement, use or file any
Prospectus, any Issuer Free Writing Prospectus, any amendment of or supplement to a
Registration Statement or a Prospectus, or any document that is to be incorporated by
reference into a Registration Statement or a Prospectus, of which the Initial Purchasers
and their counsel (and, in the case of a Shelf Registration Statement, the Holders of
Transfer Restricted Securities and their counsel) shall not have previously been advised
and furnished a copy or to which the Initial Purchasers or their counsel (and, in the
case of a
Shelf Registration Statement, the Holders of Transfer Restricted Securities or their
counsel)





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	 	 	 	shall reasonably object within five Business Days after the receipt thereof
provided that the immediately foregoing sentence shall not prohibit the Company
from making any filing that is, in the opinion of counsel to the Company, necessary to
comply with applicable law;
	 
	 	(xi)	 	obtain a CUSIP number for all Exchange Securities or Transfer Restricted
Securities, as the case may be, not later than the initial effective date of a
Registration Statement;
	 
	 	(xii)	 	cause the Indenture to be qualified under the Trust Indenture Act in connection
with the registration of the Exchange Securities or Transfer Restricted Securities, as
the case may be; cooperate with the Trustee and the Holders to effect such changes to the
Indenture as may be required for the Indenture to be so qualified in accordance with the
terms of the Trust Indenture Act; and execute, and use commercially reasonable efforts to
cause the Trustee to execute, all documents as may be required to effect such changes and
all other forms and documents required to be filed with the SEC to enable the Indenture
to be so qualified in a timely manner;
	 
	 	(xiii)	 	in the case of a Shelf Registration, make available for inspection by a representative
of the Holders of the Transfer Restricted Securities (an “Inspector”), any Underwriter
participating in any disposition pursuant to such Shelf Registration Statement, any
attorneys and accountants designated by a majority of the Holders of Transfer Restricted
Securities to be included in such Shelf Registration and any attorneys and accountants
designated by such Underwriter, at reasonable times and in a reasonable manner, all
pertinent financial and other records, documents and properties of the Company and its
subsidiaries, and cause the respective officers, directors and employees of the Company
and the Guarantors to supply all information reasonably requested by any such Inspector,
Underwriter, attorney or accountant in connection with a Shelf Registration Statement;
provided that if any such information is identified by the Company or any
Guarantor as being confidential or proprietary, each Person receiving such information
shall take such actions as are reasonably necessary to protect the confidentiality of
such information to the extent such action is otherwise not inconsistent with, an
impairment of or in derogation of the rights and interests of any Inspector, Holder or
Underwriter;
	 
	 	(xiv)	 	in the case of a Shelf Registration, use commercially reasonable efforts to cause
all Transfer Restricted Securities to be listed on any securities exchange or any
automated quotation system on which similar securities issued or guaranteed by the
Company or any Guarantor are then listed if requested by the majority of Holders, to the
extent such Transfer Restricted Securities satisfy applicable listing requirements;
	 
	 	(xv)	 	if reasonably requested by any Holder of Transfer Restricted Securities covered by
a Shelf Registration Statement, promptly include in a Prospectus supplement or
post-effective amendment such information with respect to such Holder as such Holder
reasonably requests to be included therein and make all required filings of such
Prospectus supplement or such post-effective amendment as soon as reasonably practicable
after the Company has received notification of the matters to be so included in such
filing;
	 
	 	(xvi)	 	in the case of a Shelf Registration, enter into such customary agreements and take
all such other actions in connection therewith (including those requested by a majority
of the Holders) in order to expedite or facilitate the disposition of such Transfer
Restricted Securities including, but not limited to, an Underwritten Offering and in such
connection, (1) to the extent possible, make such representations and warranties to the
Holders and any
Underwriters of such Transfer Restricted Securities with respect to the business of the





10









 











	 	 	 	Company and its subsidiaries and the Registration Statement, Prospectus and documents
incorporated by reference or deemed incorporated by reference, if any, in each case, in
form, substance and scope as are customarily made by issuers to underwriters in
underwritten offerings and confirm the same if and when requested, (2) obtain opinions
of counsel to the Company and the Guarantors (which counsel and opinions, in form,
scope and substance, shall be reasonably satisfactory to such Underwriters and their
respective counsel) addressed to each Underwriter of Transfer Restricted Securities,
covering the matters customarily covered in opinions requested in underwritten
offerings, (3) obtain “comfort” letters from the independent certified public
accountants of the Company and the Guarantors (and, if necessary, any other certified
public accountant of any subsidiary of the Company or any Guarantor, or of any business
acquired by the Company or any Guarantor for which financial statements and financial
data are or are required to be included in the Registration Statement) addressed to
each selling Holder (to the extent permitted by applicable professional standards) and
Underwriter of Transfer Restricted Securities, such letters to be in customary form and
covering matters of the type customarily covered in “comfort” letters in connection
with underwritten offerings, including but not limited to financial information
contained in any preliminary prospectus or Prospectus and (4) deliver such documents
and certificates as may be reasonably requested by the Holders of a majority in
principal amount of the Transfer Restricted Securities being sold or the Underwriters,
and which are customarily delivered in underwritten offerings, to evidence the
continued validity of the representations and warranties of the Company and the
Guarantors made pursuant to clause (1) above and to evidence compliance with any
customary conditions contained in an underwriting agreement; and
	 
	 	(xvii)	 	prior to the completion of the Exchange Offer, or, in the case of a Shelf Registration
Statement, prior to the date on which such Shelf Registration Statement is declared
effective, and so long as any Transfer Restricted Securities remain outstanding, cause
each Additional Guarantor upon the creation or acquisition by the Company of such
Additional Guarantor, to execute a counterpart to this Agreement in the form attached
hereto as Annex A and to deliver such counterpart to the Initial Purchasers no later than
five Business Days following the execution thereof.





     (b) In the case of a Shelf Registration Statement, the Company may require each Holder of
Transfer Restricted Securities to furnish to the Company such information regarding such Holder and
the proposed disposition by such Holder of such Transfer Restricted Securities as the Company and
the Guarantors may from time to time reasonably request in writing. 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 Transfer Restricted Securities unless such Holder provides
the information reasonably requested by the Company.



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



11









 





     (d) If the Company and the Guarantors shall give any notice to suspend the disposition of
Transfer Restricted Securities pursuant to a Registration Statement, the Company and the Guarantors
shall extend the period during which such Registration Statement shall be maintained effective
pursuant to this Agreement by the number of days during the period from and including the date of
the giving of such notice to and including the date when the Holders of such Transfer Restricted
Securities shall have received copies of the supplemented or amended Prospectus necessary to resume
such dispositions. Any such suspensions shall not exceed more than 30 consecutive days or up to 60
days in the aggregate in any 12-month period and there shall not be more than two suspensions in
effect during any 12-month period.



     (e) The Holders of Transfer Restricted Securities covered by a Shelf Registration Statement
who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In
any such Underwritten Offering, the investment bank or investment banks and manager or managers
(each, an “Underwriter”) that will administer the offering will be selected by the Holders of a
majority in principal amount of the Transfer Restricted Securities included in such offering.



     4. Participation of Broker-Dealers in Exchange Offer.



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



     The Company and the Guarantors understand that it is the Staff’s position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution
containing a statement to the above effect and the means by which Participating Broker-Dealers may
resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the
amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their
prospectus delivery obligation under the Securities Act in connection with resales of Exchange
Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of
the Securities Act.



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



     5. Indemnification and Contribution.



     (a) The Company and each Guarantor, jointly and severally, agree to indemnify and hold
harmless each Initial Purchaser and each Holder, their respective affiliates, directors and
officers and each Person, if any, who controls any Initial Purchaser or any Holder within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any
and all losses, claims, damages and liabilities (including, without limitation, legal fees and
other expenses incurred in connection with
any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred),
joint or



12









 




several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement or any omission or alleged
omission to state therein a material fact required to be stated therein or necessary in order to
make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement
of a material fact contained in any Prospectus or any Issuer Free Writing Prospectus, or any
omission or alleged omission to state therein a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading,
in each case except insofar as such losses, claims, damages or liabilities arise out of, or are
based upon, any untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with any information provided by any Initial Purchaser or Holder
expressly for use therein. In connection with any Underwritten Offering permitted by Section 3, the
Company and the Guarantors, jointly and severally, will also indemnify the Underwriters, if any,
selling brokers, dealers and similar securities industry professionals participating in the
distribution, their respective affiliates and each Person who controls such Persons (within the
meaning of the Securities Act and the Exchange Act) to the same extent as provided above with
respect to the indemnification of the Holders, if requested in connection with any Registration
Statement, any Prospectus or any Issuer Free Writing Prospectus.




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



     (c) If any suit, action, proceeding (including any governmental or regulatory investigation),
claim or demand shall be brought or asserted against any Person in respect of which indemnification
may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified
Person”) shall promptly notify the Person against whom such indemnification may be sought (the
“Indemnifying Person”) in writing; provided that the failure to notify the
Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or
(b) above except to the extent that it has been materially prejudiced (through the forfeiture of
substantive rights or defenses) by such failure; and provided, further, that the
failure to notify the Indemnifying Person shall not relieve it from any liability that it may have
to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceeding
shall be brought or asserted against an Indemnified Person and it shall have notified the
Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory
to the Indemnified Person to represent the Indemnified Person and any others entitled to
indemnification pursuant to this Section 5 that the Indemnifying Person may designate in such
proceeding and shall pay the fees and expenses of such proceeding and shall pay the fees and
expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any
Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of
such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person
and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person
has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified
Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal
defenses available to it that are different from or in addition to those available to the
Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded
parties) include both the Indemnifying Person and the Indemnified Person and representation
of both parties by the same counsel would be inappropriate due to actual or potential
differing interests



13









 




between them. It is understood and agreed that the Indemnifying Person shall
not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable
for the fees and expenses of more than one separate firm (in addition to any local counsel) for all
Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred.
Any such separate firm (x) if designated for one or more Initial Purchasers or affiliates,
directors, officers or control Persons of one or more Initial Purchasers shall be designated in
writing by Barclays Capital Inc. unless such representation is to include Holders that are not
Initial Purchasers, (y) if designated for one or more Holders or directors, officers or control
Persons of any Holder, in each case including one or more Holders other than Initial Purchasers,
shall be designated in writing by a majority of the Holders to be represented and (z) in all other
cases shall be designated in writing by the Company. The Indemnifying Person shall not be liable
for any settlement of any proceeding effected without its prior written consent, but if settled
with such consent or if there is a final non-appealable judgment for the plaintiff, the
Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or
liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at
any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the
Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the
Indemnifying Person shall be liable for any settlement of any proceeding effected without its
written consent if (i) such settlement is entered into more than 30 days after receipt by the
Indemnifying Person of such request, (ii) the Indemnifying Person shall not have reimbursed the
Indemnified Person for such amounts as are not in dispute in accordance with such request prior to
the date of such settlement and (iii) the Indemnifying Person shall not have notified the
Indemnified Person in writing (and in reasonable detail) of its good faith belief that such
reimbursement is not required. No Indemnifying Person shall, without the prior written consent of
the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of
which any Indemnified Person is or could have been a party and indemnification could have been
sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional
release of such Indemnified Person, in form and substance reasonably satisfactory to such
Indemnified Person, from all liability on claims that are the subject matter of such proceeding and
(B) does not include any statement as to or any admission of fault, culpability or a failure to act
by or on behalf of any Indemnified Person.




     (d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an
Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying
such Indemnified Person thereunder, shall contribute to the amount paid or payable by such
Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by the Company and the
Guarantors from the offering of the Securities and the Exchange Securities, on the one hand, and by
the Holders from receiving Securities or Exchange Securities registered under the Securities Act,
on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative benefits referred to in
clause (i) but also the relative fault of the Company and the Guarantors on the one hand and the
Holders on the other in connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable considerations. The
relative fault of the Company and the Guarantors on the one hand and the Holders on the other shall
be determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company and the Guarantors or by the applicable Holders, and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.



     (e) The Company, the Guarantors and the Holders agree that it would not be just and equitable
if contribution pursuant to this Section 5 were determined by pro rata allocation
(even if the Holders were treated as one entity for such purpose) or by any other method of
allocation that does not take account of
the equitable considerations referred to in paragraph (d) above. The amount paid or payable by
an



14









 




Indemnified Person as a result of the losses, claims, damages and liabilities referred to in
paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses incurred by such Indemnified Person in connection with any such action or
claim. Notwithstanding the provisions of this Section 5, in no event shall a Holder be required to
contribute any amount in excess of the amount by which the total price at which the Securities or
Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to
this Section 5 are several and not joint.




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



     (g) The indemnity and contribution provisions contained in this Section 5 shall remain
operative and in full force and effect regardless of (i) any termination of this Agreement,
(ii) any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person
controlling any Initial Purchaser or any Holder, or by or on behalf of the Company or the
Guarantors or the officers or directors of or any Person controlling the Company or the Guarantors,
(iii) acceptance of any of the Exchange Securities and (iv) any sale of Transfer Restricted
Securities pursuant to a Shelf Registration Statement.



     6. General. 



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



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



     (c) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, registered first-class mail, telex, or any courier
guaranteeing overnight delivery or by facsimile (including delivery by electronic mail) (i) if to a
Holder, at the most current address given by such Holder to the Company by means of a notice given
in accordance with the provisions of this Section 6(c), which address initially is, with respect to
the Initial Purchasers, the addresses set forth in the Purchase Agreement; (ii) if to the Company
and the Guarantors, initially at the Company’s address set forth in the Purchase Agreement and
thereafter at such other address, notice of which is given in accordance with the provisions of
this Section 6(c); and (iii) to such other persons at
their respective addresses as provided in the Purchase Agreement and thereafter at such other
address,



15









 




notice of which is given in accordance with the provisions of this Section 6(c). All such
notices and communications shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if
mailed; when receipt is acknowledged, if transmitted by facsimile; and on the next Business Day if
timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices,
demands or other communications shall be concurrently delivered by the Person giving the same to
the Trustee, at the address specified in the Indenture




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



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



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



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



     (h) Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York without regard to principles of conflict of laws that would
require the application of laws of another jurisdiction.



     (i) Waiver of Jury Trial. The Company, the Guarantors and each of the Initial
Purchasers hereby irrevocably waives, to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or
the transactions contemplated hereby.



     (j) Entire Agreement; Severability. This Agreement contains the entire agreement
between the parties relating to the subject matter hereof and supersedes all oral statements and
prior writings with respect thereto. If any term, provision, covenant or restriction contained in
this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or
against public policy, the remainder of the terms, provisions, covenants and restrictions contained
herein shall remain in full force and effect and shall in no way be affected, impaired or
invalidated. The Company, the Guarantors and the Initial Purchasers shall endeavor in good faith
negotiations to replace the invalid, void or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid, void or unenforceable
provisions.



16









 





     (k) Free Writing Prospectuses. Each Holder represents that it has not prepared
or had prepared on its behalf or used or referred to, and agrees that it will not prepare or have
prepared on its behalf or use or refer to, any Free Writing Prospectus, and has not distributed and
will not distribute any written materials in connection with the offer or sale of the Transfer
Restricted Securities without the prior express written consent of the Company. Any such Free
Writing Prospectus consented to by the Company is hereinafter referred to as a “Permitted Free
Writing Prospectus.” The Company represents and agrees that it has treated and will treat, as
the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus,
including in respect of timely filing with the SEC, legends and record-keeping.



     (l) Majorities. Any reference herein to a majority of Holders shall be deemed to refer
to a majority of the relevant aggregate principal amount of the outstanding Transfer Restricted
Securities; provided that whenever the consent or approval of Holders is required
hereunder, any Transfer Restricted Securities owned directly or indirectly by the Company or any of
its affiliates shall not be counted in determining whether such consent or approval was given by
the required majority.



[Signature Page Follows]






17









 








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



	 	 	 	 	 
	 	LIBBEY GLASS INC.

 	 
	 	By:  	/s/ Susan A. Kovach
 	 
	 	 	Name:  	Susan A. Kovach 	 
	 	 	Title:  	Vice President, General Counsel & Secretary 	 
	 
	 	LIBBEY INC.

 	 
	 	By:  	/s/ Susan A. Kovach
 	 
	 	 	Name:  	Susan A. Kovach 	 
	 	 	Title:  	Vice President, General Counsel & Secretary 	 
	 
	 	SUBSIDIARY GUARANTORS 


SYRACUSE CHINA COMPANY

WORLD TABLEWARE INC.

LGA4 CORP.

LGA3 CORP.

THE DRUMMOND GLASS COMPANY

LGC CORP.

TRAEX COMPANY

LIBBEY.COM LLC

LGFS INC.

LGAC LLC

 	 
	 	By:  	/s/ Susan A. Kovach
 	 
	 	 	Name:  	Susan A. Kovach 	 
	 	 	Title:  	Vice President, General Counsel & Secretary 	 



Signature Page to Registration Rights Agreement













 






Confirmed and accepted as of the date first above written:




For itself and on behalf of the

other Initial Purchasers




	 	 	 	 	 
	BARCLAYS CAPITAL INC.

 	 
	By:  	/s/ John Skrobe
 	 
	 	Name:  	John Skrobe 	 
	 	Title:  	Managing Director 	 



Libbey Glass Inc. — Registration Rights Agreement














 





	 	 	 	 	 
	BANC OF AMERICA SECURITIES LLC

 	 
	By:  	/s/ Daniel Kelly
 	 
	 	Name:  	Daniel Kelly 	 
	 	Title:  	Managing Director 	 



Libbey Glass Inc. — Registration Rights Agreement












 






	 	 	 	 	 



Schedule 1




Subsidiary Guarantors




Syracuse China Company

World Tableware Inc.

LGA4 Corp.

LGA3 Corp.

The Drummond Glass Company

LGC Corp.

Traex Company

Libbey.com LLC

LGFS Inc.

LGAC LLC




20









 





Schedule 2




Initial Purchasers




Barclays Capital Inc.

Banc of America Securities LLC

CJS Securities Inc.




21









 





Annex A




Counterpart to Registration Rights Agreement





     The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as
defined in the Registration Rights Agreement, dated as of [________] by and among the Company,
the guarantors party thereto and Barclays Capital Inc., on behalf of itself and the other Initial
Purchasers) to be bound by the terms and provisions of such Registration Rights Agreement.



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



	 	 	 	 	 
	 	[GUARANTORS NAMES]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




22