Exhibit 4.5


 


EXECUTION VERSION


 


 


REGISTRATION
RIGHTS AGREEMENT


 


 


by and among


 


 


Chase
Merger Sub, Inc.


RBS
Global, Inc.


Rexnord
Corporation


the
subsidiaries of Rexnord Corporation parties hereto


 


 


and


 


 


Credit
Suisse Securities (USA) LLC


Merrill
Lynch, Pierce, Fenner & Smith Incorporated


Bear,
Stearns & Co. Inc.


Lehman
Brothers Inc.


 


 


Dated as of July
21, 2006


 

















 


REGISTRATION RIGHTS AGREEMENT


 


This Registration
Rights Agreement (this “Agreement”) is made and entered into as of July 21,
2006, by and among Chase Merger Sub, Inc., a Delaware corporation (“Merger Sub”),
RBS Global, Inc., a Delaware corporation (the “Company”), Rexnord Corporation,
a Delaware Corporation (the “Co-Issuer”), the subsidiaries of the Co-Issuer listed
on Schedule A hereto (collectively, the “Guarantors”), Credit Suisse
Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Bear Stearns & Co. Inc. and Lehman Brothers Inc. (collectively, the “Initial Purchasers”), each of whom has
agreed to purchase, pursuant to the Purchase Agreement (as defined below), the
9.50% Senior Notes due 2014 (the “Initial Notes”) issued by the Company and the
Co-Issuer and fully and unconditionally guaranteed by the Guarantors (the “Guarantees”).  The Initial Notes and the Guarantees attached
thereto are herein collectively referred to as the “Initial Securities.”


 


This Agreement is
made pursuant to the Purchase Agreement, dated July 14, 2006 (the “Purchase
Agreement”), among Merger Sub and the Initial Purchasers, and the Joinder
Agreement, dated July 21, 2006, among the Company, the Co-Issuer, the
subsidiaries of the Co-Issuer parties thereto and the Initial Purchasers (i)
for the benefit of the Initial Purchasers and (ii) for the benefit of the
holders from time to time of the Initial Securities, including the Initial
Purchasers.  In order to induce the Initial
Purchasers to purchase the Initial Securities, the Company, Merger Sub, the
Co-Issuer and the Guarantors have agreed to provide the registration rights set
forth in this Agreement.  The execution
and delivery of this Agreement is a condition to the obligations of the Initial
Purchasers set forth in Section 6(i) of the Purchase Agreement.  This Agreement shall become effective
automatically and without further action with respect to the Company, the Co-Issuer
and the Guarantors only immediately upon the completion of the Merger described
in the Purchase Agreement.


 


The parties hereby
agree as follows:


 


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


 


Additional
Interest Payment Date:  With respect to the Initial Securities,
each Interest Payment Date.


 


Broker-Dealer:  Any broker or dealer registered under the Exchange
Act.


 


Business
Day:  Any day other than a Saturday, Sunday or U.S.
federal holiday or a day on which banking institutions or trust companies
located in New York, New York are authorized or obligated to be closed.


 


Closing
Date:  The date of this Agreement.


 


Commission:  The Securities and Exchange Commission.


 


Consummate:  A registered Exchange Offer shall be deemed “Consummated”
for purposes of this Agreement upon the occurrence of (i) the filing and
effectiveness under the Securities Act of the Exchange Offer Registration
Statement relating to the Exchange Securities


 

















 


to be issued in
the Exchange Offer, (ii) the maintenance of such Registration Statement
continuously effective and the keeping of the Exchange Offer open for a period
not less than the minimum period required pursuant to Section 3(b) hereof, and
(iii) the delivery by the Company and the Co-Issuer to the Registrar under the
Indenture of Exchange Securities in the same aggregate principal amount as the
aggregate principal amount of Initial Securities that were tendered by Holders
thereof pursuant to the Exchange Offer.


 


Effectiveness
Target Date:  As defined in Section 5 hereof.


 


Exchange
Act:  The Securities Exchange Act of 1934, as amended.


 


Exchange
Offer:  The registration by the Company and the Co-Issuer
under the Securities Act of the Exchange Securities pursuant to a Registration
Statement pursuant to which the Company and the Co-Issuer offer the Holders of
all outstanding Transfer Restricted Securities the opportunity to exchange all
such outstanding Transfer Restricted Securities held by such Holders for
Exchange Securities in an aggregate principal amount equal to the aggregate
principal amount of the Transfer Restricted Securities tendered in such
exchange offer by such Holders.


 


Exchange
Offer Registration Statement:  The Registration Statement relating to
the Exchange Offer, including the related Prospectus.


 


Exempt
Resales:  The transactions in which the Initial Purchasers
propose to sell the Initial Securities to certain “qualified institutional
buyers,” as such term is defined in Rule 144A under the Securities Act and to
certain non-U.S. persons pursuant to Regulation S under the Securities Act.


 


Exchange
Securities:  The 9.50% Senior Notes due 2014 of the
same series under the Indenture as the Initial Notes and the Guarantees attached
thereto, to be issued to Holders in exchange for Transfer Restricted Securities
pursuant to this Agreement.


 


Free
Writing Prospectus:  Any free writing prospectus, as such term is defined
in Rule 405 under the Securities Act, relating to any portion of the
Securities.


 


Guarantees:
 As defined in the preamble hereto.


 


Holders:  As defined in Section 2(b) hereof.


 


Indemnified
Holder:  As defined in Section 8(a) hereof.


 


Indenture:  The Indenture dated as of July 21, 2006, by and
among Merger Sub, the Company, the Co-Issuer, the Guarantors and Wells Fargo
Bank, N.A., as trustee (the “Trustee”), pursuant to which the Initial Notes and
the Exchange Securities are to be issued, as such Indenture is amended or
supplemented from time to time in accordance with the terms thereof.


 


Initial
Notes:  As defined in the preamble hereto.


 


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Initial
Placement:  The issuance and sale by the Company and
the Co-Issuer of the Initial Securities to the Initial Purchasers pursuant to
the Purchase Agreement.


 


Initial
Purchasers:  As defined in the preamble hereto.


 


Initial
Securities:  As defined in the preamble hereto.


 


Interest
Payment Date:  As defined in the Indenture and the
Securities.


 


NASD:  NASD Inc.


 


Person:  An individual, partnership, corporation, trust or
unincorporated organization, or a government or agency or political subdivision
thereof.


 


Prospectus:  The prospectus included in a Registration Statement,
as amended or supplemented by any prospectus supplement and by all other
amendments thereto, including post-effective amendments, and all material
incorporated by reference into such Prospectus.


 


Registration
Default:  As defined in Section 5 hereof.


 


Registration
Statement:  Any registration statement of the Company
and the Co-Issuer relating to (a) an offering of Exchange Securities pursuant
to an Exchange Offer or (b) the registration for resale of Transfer Restricted
Securities pursuant to the Shelf Registration Statement, which is filed
pursuant to the provisions of this Agreement, in each case, including the
Prospectus included therein, all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material incorporated by
reference therein.


 


Securities:  As defined in the preamble hereto.


 


Securities
Act:  The Securities Act of 1933, as amended.


 


Shelf
Filing Deadline:  As defined in Section 4(a) hereof.


 


Shelf
Registration Statement:  As defined in Section 4(a) hereof.


 


Transfer
Restricted Securities:  Each Initial Security, until the earliest
to occur of (a) the date on which such Initial Security is exchanged in the
Exchange Offer for an Exchange Security entitled to be resold to the public by
the Holder thereof without complying with the prospectus delivery requirements
of the Securities Act, (b) the date on which such Initial Security has been
effectively registered under the Securities Act and disposed of in accordance
with a Shelf Registration Statement and (c) the date on which such Initial
Security is distributed to the public pursuant to Rule 144 under the Securities
Act or by a Broker-Dealer pursuant to the “Plan of Distribution” contemplated
by the Exchange Offer Registration Statement (including delivery of the
Prospectus contained therein).


 


Trust
Indenture Act:  The Trust Indenture Act of 1939, as
amended.


 


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Underwritten
Registration or Underwritten Offering:  A registration in which securities of the
Company and the Co-Issuer are sold to an underwriter for reoffering to the
public.


 


Section 2.  Securities Subject to this
Agreement.


 


(a)  Transfer Restricted
Securities.  The securities
entitled to the benefits of this Agreement are the Transfer Restricted
Securities.


 


(b)  Holders of Transfer
Restricted Securities.  A
Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”)
whenever such Person owns Transfer Restricted Securities.


 


Section 3.  Registered Exchange Offer.


 


(a)  Unless the Exchange Offer shall not be
permissible under applicable law or Commission policy (after the procedures set
forth in Section 6(a) hereof have been complied with), each of the Company, the
Co-Issuer and the Guarantors shall (i) use its commercially reasonable efforts
to cause to be filed with the Commission as soon as practicable after the
Closing Date, but in no event later than 180 days after the Closing Date (or if
such 180th day is not a Business Day, the next succeeding Business Day), a
Registration Statement under the Securities Act relating to the Exchange
Securities and the Exchange Offer, (ii) use its commercially reasonable efforts
to cause such Registration Statement to become effective as promptly as
possible (unless it becomes effective automatically upon filing), but in no
event later than 365 days after the Closing Date (or if such 365th day is not a
Business Day, the next succeeding Business Day), (iii) in connection with the
foregoing, file (A) all pre-effective amendments to such Registration Statement
as may be necessary in order to cause such Registration Statement to become
effective, (B) if applicable, a post-effective amendment to such Registration
Statement pursuant to Rule 430A under the Securities Act and (C) cause all
necessary filings in connection with the registration and qualification of the
Exchange Securities to be made under the state securities or blue sky laws of
such jurisdictions as are necessary to permit Consummation of the Exchange
Offer, and (iv) upon the effectiveness of such Registration Statement, commence
the Exchange Offer.  The Exchange Offer
shall be on the appropriate form permitting registration of the Exchange
Securities to be offered in exchange for the Transfer Restricted Securities and
to permit resales of Initial Securities held by Broker-Dealers as contemplated
by Section 3(c) hereof.


 


(b)  The Company, the Co-Issuer and the Guarantors
shall cause the Exchange Offer Registration Statement to be effective
continuously and shall keep the Exchange Offer open for a period of not less
than the minimum period required under applicable federal and state securities
laws to Consummate the Exchange Offer; provided, however,
that in no event shall such period be less than 30 days after the date notice
of the Exchange Offer is mailed to the Holders. 
The Company and the Co-Issuer shall cause the Exchange Offer to comply
with all applicable federal and state securities laws.  No securities other than the Exchange
Securities shall be included in the Exchange Offer Registration Statement.  The Company and the Co-Issuer shall use their
commercially reasonable efforts to cause the Exchange Offer to be Consummated
on the earliest practicable date after the Exchange Offer Registration
Statement has become effective, but in no


 


4

















 


event later than
30 days after the date notice of the Exchange Offer is required to be mailed to
the Holders (or if such 30th day is not a Business Day, the next succeeding
Business Day).


 


(c)  The Company and the Co-Issuer shall indicate
in a “Plan of Distribution” section contained in the Prospectus forming a part
of the Exchange Offer Registration Statement that any Broker-Dealer who holds
Initial Securities that are Transfer Restricted Securities and that were
acquired for its own account as a result of market-making activities or other
trading activities (other than Transfer Restricted Securities acquired directly
from the Company and the Co-Issuer) may exchange such Initial Securities
pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be
an “underwriter” within the meaning of the Securities Act and must, therefore,
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resales of the Exchange Securities received by such
Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may
be satisfied by the delivery by such Broker-Dealer of the Prospectus contained
in the Exchange Offer Registration Statement. 
Such “Plan of Distribution” section shall also contain all other
information with respect to such resales by Broker-Dealers that the Commission
may require in order to permit such resales pursuant thereto, but such “Plan of
Distribution” shall not name any such Broker-Dealer or disclose the amount of
Initial Securities held by any such Broker-Dealer except to the extent required
by the Commission.


 


Each of the Company,
the Co-Issuer and the Guarantors shall use its commercially reasonable efforts
to keep the Exchange Offer Registration Statement continuously effective,
supplemented and amended as required by the provisions of Section 6(c) hereof
to the extent necessary to ensure that it is available for resales of Initial
Securities acquired by Broker-Dealers for their own accounts as a result of
market-making activities or other trading activities, and to ensure that it
conforms with the requirements of this Agreement, the Securities Act and the
policies, rules and regulations of the Commission as announced from time to
time, for a period ending on the earlier of (i) 180 days from the date on which
the Exchange Offer Registration Statement is declared effective and (ii) the
date on which a Broker-Dealer is no longer required to deliver a prospectus in
connection with market-making or other trading activities.


 


The Company and
the Co-Issuer shall provide sufficient copies of the latest version of such
Prospectus to Broker-Dealers promptly upon request at any time during such
180-day (or shorter as provided in the foregoing sentence) period in order to
facilitate such resales.


 


Section 4.  Shelf Registration.


 


(a)  Shelf Registration.  If (i) the Company and the
Co-Issuer are not required to file an Exchange Offer Registration Statement or
to consummate the Exchange Offer because the Exchange Offer is not permitted by
applicable law or Commission policy (after the procedures set forth in Section
6(a) hereof have been complied with), (ii) for any reason the Exchange Offer is
not Consummated within 30 days after the date notice of the Exchange Offer is
required to be mailed to the Holders (or if such 30th day is not a Business
Day, the next succeeding Business Day), or (iii) with respect to any Holder of
Transfer Restricted Securities (A) such Holder is prohibited by applicable law
or Commission policy from participating in the Exchange Offer, or (B) such
Holder may not resell the Exchange Securities acquired by it in the Exchange
Offer to the public without delivering a prospectus (other than by reason of
such Holder’s status as an


 


5

















 


affiliate of the Company
or the Co-Issuer) and the Prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales by such
Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities
acquired directly from the Company, the Co-Issuer or one of their affiliates,
then, upon such Holder’s request prior to the 20th day following
consummation of the Exchange Offer, the Company, the Co-Issuer and the
Guarantors shall:


 


(x)  cause to be filed a shelf registration
statement pursuant to Rule 415 under the Securities Act, which may be an
amendment to the Exchange Offer Registration Statement (in either event, the “Shelf
Registration Statement”) as soon as practicable but in any event on or prior to
180 days after such filing obligation arises (or if such 180th day is not a
Business Day, the next succeeding Business Day) (such date being the “Shelf
Filing Deadline”), which Shelf Registration Statement shall provide for resales
of all Transfer Restricted Securities the Holders of which shall have provided
the information required pursuant to Section 4(b) hereof; and


 


(y)  use their commercially reasonable efforts to
cause such Shelf Registration Statement to be declared effective by the
Commission as promptly as possible (unless it becomes effective automatically
upon filing), and in any event on or before the 365th day after the obligation
to file such Shelf Registration Statement arises (or if such 365th day is not a
Business Day, the next succeeding Business Day).


 


Each of the Company,
the Co-Issuer and the Guarantors shall use its commercially reasonable efforts
to keep such Shelf Registration Statement continuously effective, supplemented
and amended as required by the provisions of Sections 6(b) and (c) hereof to
the extent necessary to ensure that it is available for resales of Initial
Securities by the Holders of Transfer Restricted Securities entitled to the
benefit of this Section 4(a), and to ensure that it conforms with the
requirements of this Agreement, the Securities Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period of
at least two years following the effective date of such Shelf Registration
Statement (or shorter period that will terminate when all the Initial
Securities covered by such Shelf Registration Statement have been sold pursuant
to such Shelf Registration Statement). 
During the period during which the Company is required to maintain an
effective Shelf Registration Statement pursuant to this Agreement, the Company
will, prior to the expiration of that Shelf Registration Statement, file, and
use its commercially reasonable efforts to cause to be declared effective
(unless it becomes effective automatically upon filing) within a period that avoids
any interruption in the ability of Holders of Securities covered by the
expiring Shelf Registration Statement to make registered dispositions, a new
registration statement relating to the Securities, which shall be deemed the “Shelf
Registration Statement” for purposes of this Agreement.


 


(b)  Provision by Holders of
Certain Information in Connection with the Shelf Registration Statement.  No Holder of Transfer Restricted
Securities may include any of its Transfer Restricted Securities in any Shelf
Registration Statement pursuant to this Agreement unless and until such Holder
furnishes to the Company and the Co-Issuer in writing, within 20 Business Days
after receipt of a request therefor, such information as the Company and the
Co-Issuer may reasonably request for use in connection with any Shelf
Registration Statement or Prospectus or preliminary Prospectus included therein
or amendment or supplement thereto or


 


6

















 


Free Writing
Prospectus.  Each Holder as to which any
Shelf Registration Statement is being effected agrees to furnish promptly to
the Company and the Co-Issuer all information required to be disclosed in order
to make the information previously furnished to the Company and the Co-Issuer
by such Holder not materially misleading.


 


Section 5.  Additional Interest.  If (i) any of the Registration Statements required by
this Agreement is not filed with the Commission on or prior to the date
specified for such filing in this Agreement, (ii) any of such Registration
Statements has not been declared effective by the Commission (or become
automatically effective) on or prior to the date specified for such
effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the
Exchange Offer has not been Consummated within 30 Business Days after the
Effectiveness Target Date with respect to the Exchange Offer Registration
Statement, or (iv) any Registration Statement required by this Agreement is
filed and declared effective but shall thereafter cease to be effective or fail
to be usable for its intended purpose without being succeeded immediately by a
post-effective amendment to such Registration Statement that cures such failure
and that is itself immediately declared or automatically effective (except in
the case of a Registration Statement that ceases to be effective or usable as
specifically permitted by the last paragraph of Section 6 hereof) (each such
event referred to in clauses (i) through (iv), a “Registration Default”), the Company
and the Co-Issuer hereby agree that the interest rate borne by the Transfer
Restricted Securities shall be increased by 0.25% per annum during the 90-day
period immediately following the occurrence of any Registration Default and
shall increase by 0.25% per annum at the end of each subsequent 90-day period,
but in no event shall such increase exceed 1.00% per annum.  Following the earliest of (x) the cure of all
Registration Defaults relating to any particular Transfer Restricted
Securities, (y) the date on which such Transfer Restricted Security ceases to
be a Transfer Restricted Security or otherwise becomes freely transferable by
Holders other than affiliates of the Company or the Co-Issuer without further
registration under the Securities Act and (z) the date that is two years after
the Closing Date, the interest rate borne by the relevant Transfer Restricted
Securities will be reduced to the original interest rate borne by such Transfer
Restricted Securities; provided, however,
that, if after any such reduction in interest rate, a different Registration
Default occurs, the interest rate borne by the relevant Transfer Restricted
Securities shall again be increased pursuant to the foregoing provisions.


 


Notwithstanding
the foregoing, (i) the amount of Additional Interest payable shall not increase
because more than one Registration Default has occurred and is pending and (ii)
a Holder of Transfer Restricted Securities that is not entitled to the benefits
of the Shelf Registration Statement (because, e.g., such Holder has not elected
to include information or has not timely delivered such information to the Company
and the Co-Issuer pursuant to Section 4(b) hereof) shall not be entitled to
Additional Interest with respect to a Registration Default that pertains to the
Shelf Registration Statement.


 


All obligations of
the Company, the Co-Issuer and the Guarantors set forth in the preceding
paragraph that are outstanding with respect to any Transfer Restricted Security
at the time such security ceases to be a Transfer Restricted Security shall
survive until such time as all such obligations with respect to such security
shall have been satisfied in full.


 


7

















 


Section 6.  Registration Procedures.


 


(a)  Exchange Offer Registration
Statement.  In connection with
the Exchange Offer, the Company, the Co-Issuer and the Guarantors shall comply
with all of the provisions of Section 6(c) hereof, shall use their
commercially reasonable efforts to effect such exchange to permit the sale of
Transfer Restricted Securities being sold in accordance with the intended
method or methods of distribution thereof, and shall comply with all of the
following provisions:


 


(i)  If in the reasonable opinion of counsel to
the Company and the Co-Issuer there is a question as to whether the Exchange
Offer is permitted by applicable law, each of the Company, the Co-Issuer and
the Guarantors hereby agrees to seek a favorable decision from the Commission
allowing the Company, the Co-Issuer and the Guarantors to Consummate an
Exchange Offer for such Initial Securities. 
Each of the Company, the Co-Issuer and the Guarantors hereby agrees to
pursue the issuance of such a decision to the Commission staff level but shall
not be required to take commercially unreasonable action to effect a change of
Commission policy.  Each of the Company,
the Co-Issuer and the Guarantors hereby agrees, however, to (A) participate in
telephonic conferences with the Commission, (B) deliver to the Commission staff
an analysis prepared by counsel to the Company and the Co-Issuer setting forth
the legal bases, if any, upon which such counsel has concluded that such an
Exchange Offer should be permitted and (C) diligently pursue a favorable
resolution by the Commission staff of such submission.


 


(ii)  As a condition to its participation in the
Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer
Restricted Securities shall furnish, upon the request of the Company and the
Co-Issuer, prior to the Consummation thereof, a written representation to the Company
and the Co-Issuer (which may be contained in the letter of transmittal
contemplated by the Exchange Offer Registration Statement) to the effect that
(A) it is not an affiliate of the Company or the Co-Issuer, (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 and (C) it is acquiring the
Exchange Securities in its ordinary course of business.  In addition, all such Holders of Transfer
Restricted Securities shall otherwise cooperate in the Company’s and the
Co-Issuer’s preparations for the Exchange Offer.  Each Holder hereby acknowledges and agrees
that any Broker-Dealer and any such Holder using the Exchange Offer to
participate in a distribution of the securities to be acquired in the Exchange
Offer (1) could not under Commission policy as in effect on the date of this
Agreement rely on the position of the Commission enunciated in Morgan
Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital
Holdings Corporation (available May 13, 1988), as interpreted in the
Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar
no-action letters (which may include any no-action letter obtained pursuant to
clause (i) above), and (2) must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with a secondary
resale transaction and that such a secondary resale transaction should be
covered by an effective registration statement containing the selling security
holder information required by Item 507 or 508, as applicable, of Regulation S-K
if the resales are of Exchange Securities obtained by such Holder in exchange
for Initial Securities acquired by such Holder directly from the Company and
the Co-Issuer.


 


8

















 


(b)  Shelf Registration
Statement.  In connection with
the Shelf Registration Statement, each of the Company, the Co-Issuer and the
Guarantors shall comply with all the provisions of Section 6(c) hereof and
shall use its commercially reasonable efforts to effect such registration
(unless automatically declared effective) to permit the sale of the Transfer Restricted
Securities being sold in accordance with the intended method or methods of
distribution thereof, and pursuant thereto each of the Company, the Co-Issuer
and the Guarantors will as expeditiously as is commercially reasonable prepare
and file with the Commission a Registration Statement relating to the
registration on any appropriate form under the Securities Act, which form shall
be available for the sale of the Transfer Restricted Securities in accordance
with the intended method or methods of distribution thereof.


 


(c)  General Provisions.  In connection with any
Registration Statement and any Prospectus required by this Agreement to permit
the sale or resale of Transfer Restricted Securities and any Free Writing
Prospectus (including, without limitation, any Registration Statement and the
related Prospectus required to permit resales of Initial Securities by
Broker-Dealers and any Free Writing Prospectus related thereto), each of the Company,
the Co-Issuer and the Guarantors shall:


 


(i)  use its commercially reasonable efforts to
keep such Registration Statement continuously effective during the period
required by this Agreement and provide all requisite financial statements
(including, if required by the Securities Act or any regulation thereunder,
financial statements of the Guarantors for the period specified in Section 3 or
4 hereof, as applicable); upon the occurrence of any event that would cause any
such Registration Statement or the Prospectus contained therein (A) to contain
a material misstatement or omission or (B) not to be effective and usable for
resale of Transfer Restricted Securities during the period required by this
Agreement, the Company and the Co-Issuer shall file promptly an appropriate
amendment to such Registration Statement, in the case of clause (A), correcting
any such misstatement or omission, and, in the case of either clause (A) or
(B), use its commercially reasonable efforts to cause such amendment to be
declared effective (unless automatically declared effective) and such
Registration Statement and the related Prospectus to become usable for their
intended purpose(s) as soon as practicable thereafter;


 


(ii)  prepare and file with the Commission such
amendments and post-effective amendments to the applicable Registration
Statement as may be necessary to keep the Registration Statement effective for
the applicable period set forth in Section 3 or 4 hereof, as applicable, or
such shorter period as will terminate when all Transfer Restricted Securities
covered by such Registration Statement have been sold; cause the 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 to comply fully
with the applicable provisions of Rules 424 and 430A under the Securities Act
in a timely manner; and comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such Registration
Statement during the applicable period in accordance with the intended method
or methods of distribution by the sellers thereof set forth in such
Registration Statement or supplement to the Prospectus;


 


9

















 


(iii)  advise the underwriter(s), if any, and
selling Holders promptly and, if requested by such Persons, to confirm such
advice in writing, (A) when the Prospectus, any Prospectus supplement, any
post-effective amendment or any Free Writing Prospectus has been filed, and,
with respect to any Registration Statement or any post-effective amendment
thereto, when the same has become effective, (B) of any request by the
Commission for amendments to the Registration Statement or amendments or
supplements to the Prospectus or for additional information relating thereto,
(C) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement under the Securities Act, of the
suspension by any state securities commission of the qualification of the
Transfer Restricted Securities for offering or sale in any jurisdiction, or the
initiation of any proceeding for any of the preceding purposes, of the issuance
by the Commission of a notification of objection to the use of the form on
which the Registration Statement has been filed, or of the happening of any
event that causes the Company to become an “ineligible issuer,” as defined in
Commission Rule 405, (D) of the existence of any fact or the happening of
any event that makes any statement of a material fact made in the Registration
Statement, the Prospectus, any amendment or supplement thereto or any document
incorporated by reference therein untrue, or that requires the making of any
additions to or changes in the Registration Statement or the Prospectus in
order to make the statements therein not misleading.  If at any time the Commission shall issue any
stop order suspending the effectiveness of the Registration Statement or a
notification of objection to the use of the form on which the Registration
Statement has been filed or if any state securities commission or other
regulatory authority shall issue an order suspending the qualification or
exemption from qualification of the Transfer Restricted Securities under state
securities or blue sky laws, each of the Company, the Co-Issuer and the Guarantors
shall use its commercially reasonable efforts to obtain the withdrawal or
lifting of such order at the earliest practicable time;


 


(iv)  (A) furnish without charge to each of the Initial
Purchasers, each selling Holder named in any Registration Statement that has
requested such copies, if any, and each of the underwriter(s), if any, before
filing with the Commission, copies of any Registration Statement or any
Prospectus included therein or any amendments or supplements to any such
Registration Statement or Prospectus (including all documents incorporated by
reference after the initial filing of such Registration Statement), which
documents will be subject to the review and comment of such requesting Holders
and underwriter(s) in connection with such sale, if any, for a period of at
least five Business Days, and neither the Company nor the Co-Issuer will file
any such Registration Statement or Prospectus or any amendment or supplement to
any such Registration Statement or Prospectus (including all such documents
incorporated by reference) to which an Initial Purchaser of Transfer Restricted
Securities covered by such Registration Statement or the underwriter(s), if
any, shall reasonably object in writing within five Business Days after the
receipt thereof (such objection to be deemed timely made upon confirmation of
telecopy transmission within such period). 
The objection of an Initial Purchaser or underwriter, if any, shall be
deemed to be reasonable if such Registration Statement, amendment, Prospectus
or supplement, as applicable, as proposed to be filed, contains a material
misstatement or omission;


 


10

















 


(B) furnish
without charge to each of the Initial Purchasers before filing with the
Commission, a copy of any Free Writing Prospectus, which will be subject to the
consent of the Initial Purchasers, and neither the Company nor the Co-Issuer will
file any such Free Writing Prospectus to which the Initial Purchasers of
Transfer Restricted Securities covered by such Registration Statement have not
consented (such consent not to be unreasonably
withheld, conditioned or delayed);


 


(v)  promptly prior to the filing of any document
that is to be incorporated by reference into a Registration Statement or
Prospectus, provide copies of such document to the Initial Purchasers, each selling
Holder named in any Registration Statement that has requested such documents,
if any, and to the underwriter(s), if any, make the Company’s, the Co-Issuer’s
and the Guarantors’ representatives available for discussion of such document
and other customary due diligence matters, subject to customary confidentiality
agreements, and include such information in such document prior to the filing
thereof as such selling Holders or underwriter(s), if any, reasonably may
request;


 


(vi)  make available, subject to customary
confidentiality agreements, at reasonable times for inspection by the Initial
Purchasers, the managing underwriter(s), if any, participating in any
disposition pursuant to such Registration Statement and any attorney or
accountant retained by such Initial Purchasers or any of the underwriter(s),
all financial and other records, pertinent corporate documents and properties
of each of the Company, the Co-Issuer and the Guarantors, and cause the Company’s,
the Co-Issuer’s and the Guarantors’ officers, directors and employees to supply
all information, in each case as shall be reasonably necessary to enable any
such Holder, underwriter, attorney or accountant to exercise any applicable
responsibilities in connection with such Registration Statement or any
post-effective amendment thereto subsequent to the filing thereof and prior to
its effectiveness and to participate in meetings with investors to the extent
reasonably requested by the managing underwriter(s), if any;


 


(vii)  if requested by any selling Holders or the
underwriter(s), if any, promptly incorporate in any Registration Statement or
Prospectus, pursuant to a supplement or post-effective amendment if necessary,
such information as such selling Holders and underwriter(s), if any, may
reasonably request to have included therein, including, without limitation,
information relating to the “Plan of Distribution” of the Transfer Restricted
Securities, information with respect to the principal amount of Transfer
Restricted Securities being sold to such underwriter(s), the purchase price
being paid therefor and any other terms of the offering of the Transfer
Restricted Securities to be sold in such offering; and make all required
filings of such Prospectus supplement or post-effective amendment as soon as
practicable after the Company and the Co-Issuer are notified of the matters to
be incorporated in such Prospectus supplement or post-effective amendment;


 


(viii)  cause the Transfer Restricted Securities
covered by the Registration Statement to be rated with the appropriate rating
agencies, if so requested by the Holders of a majority in aggregate principal
amount of Securities covered thereby or the underwriter(s), if any;


 


11

















 


(ix)  furnish to each Initial Purchaser, each
selling Holder and each of the underwriter(s), if any, without charge, at least
one copy of the Registration Statement, as first filed with the Commission, and
of each amendment thereto, including financial statements and schedules, all
documents incorporated by reference therein and all exhibits (including
exhibits incorporated therein by reference);


 


(x)  deliver to each selling Holder and each of
the underwriter(s), if any, without charge, as many copies of the Prospectus
(including each preliminary prospectus) and any amendment or supplement thereto
as such Persons reasonably may request; each of the Company, the Co-Issuer and
the Guarantors hereby consents to the use of the Prospectus and any amendment
or supplement thereto by each of the selling Holders and each of the
underwriter(s), if any, in connection with the offering and the sale of the
Transfer Restricted Securities covered by the Prospectus or any amendment or
supplement thereto;


 


(xi)  enter into such agreements (including an
underwriting agreement), and make such representations and warranties, and take
all such other commercially reasonable actions in connection therewith in order
to expedite or facilitate the disposition of the Transfer Restricted Securities
pursuant to any Registration Statement contemplated by this Agreement, all to
such extent as may be reasonably requested by any Initial Purchaser or by any
Holder of Transfer Restricted Securities or underwriter in connection with any
sale or resale pursuant to any Registration Statement contemplated by this
Agreement; and whether or not an underwriting agreement is entered into and
whether or not the registration is an Underwritten Registration, each of the Company,
the Co-Issuer and the Guarantors shall:


 


(A)  furnish to each Initial Purchaser, each
selling Holder and each underwriter, if any, in such substance and scope as
they may reasonably request and as are customarily made by issuers to underwriters
in primary underwritten offerings, upon the date of the effectiveness of the
Shelf Registration Statement:


 


(1)  a certificate, dated the date of
effectiveness of the Shelf Registration Statement, as the case may be, signed
by (y) the President or any Vice President and (z) a principal financial or
accounting officer of each of the Company, the Co-Issuer and the Guarantors,
confirming, as of the date thereof, the matters set forth in Section 6(g) of
the Purchase Agreement and such other matters as such parties may reasonably
request;


 


(2)  if requested by a majority of selling
Holders, an opinion, dated the date of effectiveness of the Shelf Registration
Statement, as the case may be, of counsel for the Company, the Co-Issuer and
the Guarantors, covering the matters set forth in Section 6(c) of the Purchase
Agreement and such other matter as such parties may reasonably request, and in
any event including a statement to the effect that such counsel has
participated in conferences with officers and other representatives of the Company,
the Co-Issuer and the Guarantors, representatives of the independent public
accountants for the Company, the Co-Issuer and the Guarantors,


 


12

















 


representatives of the underwriter(s), if any, and
counsel to the underwriter(s), if any, in connection with the preparation of
such Registration Statement and the related Prospectus and have considered the
matters required to be stated therein and the statements contained therein, although
such counsel has not independently verified the accuracy, completeness or
fairness of such statements; and that such counsel advises that, on the basis
of the foregoing, no facts came to such counsel’s attention that caused such
counsel to believe that the applicable Registration Statement, (A) at the
date of the opinion and at the time such Registration Statement or any
post-effective amendment thereto became effective, (B) at the applicable
time identified by such Holders or managing underwriters, and (C) in the
case of the Exchange Offer Registration Statement, as of the date of
Consummation, in the case of (A), (B) and (C) contained an untrue statement of
a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, or that the
Prospectus contained in such Registration Statement as of its date and, in the
case of the opinion dated the date of Consummation of the Exchange Offer, as of
the date of Consummation, contained an untrue statement of a material fact or
omitted to state a material fact necessary in order to make the statements
therein not misleading.  Without limiting
the foregoing, such counsel may state further that such counsel assumes no
responsibility for, and has not independently verified, the accuracy,
completeness or fairness of the financial statements, notes and schedules and
other financial data included in any Registration Statement contemplated by
this Agreement or the related Prospectus; and


 


(3)  a customary comfort letter, dated the date of
effectiveness of the Shelf Registration Statement, from the Company’s and the
Co-Issuer’s independent accountants, in the customary form and covering matters
of the type customarily requested to be covered in comfort letters by
underwriters in connection with primary underwritten offerings, and covering or
affirming the matters set forth in the comfort letters delivered pursuant to
Section 6(a) of the Purchase Agreement, without exception;


 


(B)  set forth in full or incorporate by reference
in the underwriting agreement, if any, the indemnification provisions and
procedures of Section 8 hereof with respect to all parties to be indemnified
pursuant to said Section; and


 


(C)  deliver such other documents and certificates
as may be reasonably requested by such parties to evidence compliance with
Section 6(c)(xi)(A) hereof and with any customary conditions contained in the
underwriting agreement or other agreement entered into by the Company, the
Co-Issuer or any of the Guarantors pursuant to this Section 6(c)(xi), if any.


 


If at any time the
representations and warranties of the Company, the Co-Issuer and the Guarantors
contemplated in Section 6(c)(xi)(A)(1) hereof cease to be true and


 


13

















 


correct, the Company, the Co-Issuer or the Guarantors
shall so advise the Initial Purchasers and the underwriter(s), if any, and each
selling Holder promptly and, if requested by such Persons, shall confirm such
advice in writing;


 


(xii)  prior to any public offering of Transfer
Restricted Securities, cooperate with the selling Holders, the underwriter(s),
if any, and their respective counsel in connection with the registration and
qualification of the Transfer Restricted Securities under the state securities
or blue sky laws of such jurisdictions as the selling Holders or
underwriter(s), if any, may request and do any and all other acts or things
necessary or advisable to enable the disposition in such jurisdictions of the
Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that none of the Company, the Co-Issuer
or the Guarantors shall be required to register or qualify as a foreign
corporation where it is not then so qualified or to take any action that would
subject it to the service of process in suits or to taxation, other than as to
matters and transactions relating to the Registration Statement, in any
jurisdiction where it is not then so subject;


 


(xiii)  issue, upon the request of any Holder of
Initial Securities covered by the Shelf Registration Statement, Exchange
Securities having an aggregate principal amount equal to the aggregate
principal amount of Initial Securities surrendered to the Company and the
Co-Issuer by such Holder in exchange therefor or being sold by such Holder;
such Exchange Securities to be registered in the name of such Holder or in the
name of the purchaser(s) of such Securities, as the case may be; in return, the
Initial Securities held by such Holder shall be surrendered to the Company and
the Co-Issuer for cancellation;


 


(xiv)  subject to the terms of the Indenture, cooperate
with the selling Holders and the underwriter(s), if any, 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 in such denominations and
registered in such names as the Holders or the underwriter(s), if any, may
request at least two Business Days prior to any sale of Transfer Restricted
Securities made by such Holders or underwriter(s);


 


(xv)  use its commercially reasonable efforts to
cause the Transfer Restricted Securities covered by the Registration Statement
to be registered with or approved by such other governmental agencies or
authorities as may be necessary to enable the seller or sellers thereof or the
underwriter(s), if any, to consummate the disposition of such Transfer
Restricted Securities, subject to the proviso contained in Section 6(c)(xii)
hereof;


 


(xvi)  if any fact or event contemplated by Section
6(c)(iii)(D) hereof shall exist or have occurred, prepare a supplement or
post-effective amendment to the Registration Statement or related Prospectus or
any document incorporated therein by reference or file any other required
document so that, as thereafter delivered to the purchasers of Transfer
Restricted Securities, the Prospectus will not contain an untrue statement of a
material fact or omit to state any material fact necessary in order to make the
statements therein not misleading;


 


14

















 


(xvii)  provide a CUSIP number for all Securities not
later than the effective date of the Registration Statement covering such
Securities and provide the Trustee under the applicable Indenture with printed
certificates for such Securities which are in a form eligible for deposit with
the Depository Trust Company and take all other action necessary to ensure that
all such Securities are eligible for deposit with the Depository Trust Company;


 


(xviii)  cooperate and assist in any filings required
to be made with the NASD and in the performance of any due diligence
investigation by any underwriter (including any “qualified independent
underwriter”) that is required to be retained in accordance with the rules and
regulations of the NASD;


 


(xix)  otherwise use its commercially reasonable
efforts to comply with all applicable rules and regulations of the Commission,
and make generally available to its security holders, as soon as practicable, a
consolidated earning statement meeting the requirements of Rule 158 (which need
not be audited) for the twelve-month period (A) commencing at the end of
any fiscal quarter in which Transfer Restricted Securities are sold to
underwriters in a firm commitment or best efforts Underwritten Offering or (B)
if not sold to underwriters in such an offering, beginning with the first month
of the Company’s and the Co-Issuer’s first fiscal quarter commencing after the
effective date of the Registration Statement;


 


(xx)  cause the Indenture to be qualified under the
Trust Indenture Act not later than the effective date of the first Registration
Statement required by this Agreement, and, in connection therewith, cooperate
with the Trustee and the Holders of Securities to effect such changes to the
Indenture as may be required for such Indenture to be so qualified in
accordance with the terms of the Trust Indenture Act; and to execute, and to
use its commercially reasonable efforts to cause the Trustee to execute, all
documents that may be required to effect such changes and all other forms and
documents required to be filed with the Commission to enable such Indenture to
be so qualified in a timely manner;


 


(xxi)  maintain the listing of all Securities
covered by the Registration Statement on the PORTAL Market; and


 


(xxii)  provide promptly to each Holder upon request
each document filed with the Commission pursuant to the requirements of Section
13 and Section 15 of the Exchange Act.


 


Each Holder agrees
by acquisition of a Transfer Restricted Security that, upon receipt of any
notice from the Company and the Co-Issuer of the existence of any fact of the
kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue
disposition of Transfer Restricted Securities pursuant to the applicable
Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or
until it is advised in writing (the “Advice”) by the Company and the Co-Issuer
that the use of the Prospectus may be resumed, and has received copies of any
additional or supplemental filings that are incorporated by reference in the
Prospectus.  If so directed by the


 


15

















 


Company and the
Co-Issuer, each Holder will deliver to the Company and the Co-Issuer (at the Company’s
and the Co-Issuer’s expense) all copies, other than permanent file copies then
in such Holder’s possession, of the Prospectus covering such Transfer
Restricted Securities that was current at the time of receipt of such
notice.  In the event the Company and the
Co-Issuer shall give any such notice, the time period regarding the
effectiveness of such Registration Statement set forth in Section 3 or 4
hereof, as applicable, shall be extended by the number of days (a “Delay Period”)
during the period from and including the date of the giving of such notice
pursuant to Section 6(c)(iii)(D) hereof to and including the date when each
selling Holder covered by such Registration Statement shall have received the
copies of the supplemented or amended Prospectus contemplated by Section
6(c)(xvi) hereof or shall have received the Advice; provided that there shall not be more than 75 days of Delay
Periods during any 12-month period; provided
further, however, that (except as provided in Section 5(iv) hereof)
no such extension shall be taken into account in determining whether Additional
Interest is due pursuant to Section 5 hereof or the amount of such
Additional Interest, it being agreed that the Company’s and the Co-Issuer’s
option to suspend use of a Registration Statement pursuant to this paragraph
shall be treated as a Registration Default for purposes of Section 5 hereof.


 


Section 7.  Registration Expenses.


 


(a)  All expenses incident to the Company’s, the
Co-Issuer’s and the Guarantor’s performance of or compliance with this
Agreement will be borne by the Company, the Co-Issuer and the Guarantors,
jointly and severally, regardless of whether a Registration Statement becomes
effective, including, without limitation: (i) all registration and filing fees
and expenses (including filings made by any Initial Purchaser or Holder with
the NASD (and, if applicable, the fees and expenses of any “qualified
independent underwriter”, and one counsel to such person, that may be required
by the rules and regulations of the NASD)); (ii) all fees and expenses of
compliance with federal securities and state securities or blue sky laws (including
the reasonable fees and disbursements of one counsel to the Holder of Transfer
Restricted Securities); (iii) all expenses of printing (including printing
certificates for the Exchange Securities to be issued in the Exchange Offer and
printing of Prospectuses), messenger and delivery services and telephone; (iv)
all fees and disbursements of counsel for the Company, the Co-Issuer, the
Guarantors and, subject to Section 7(b) hereof, one counsel to the Holders of
Transfer Restricted Securities; (v) all application and filing fees in
connection with listing the Exchange Securities on a securities exchange or
automated quotation system pursuant to the requirements thereof; and (vi) all
fees and disbursements of independent certified public accountants of the Company,
the Co-Issuer and the Guarantors (including the expenses of any special audit
and comfort letters required by or incident to such performance).


 


Each of the Company,
the Co-Issuer and the Guarantors will, in any event, bear its internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expenses of any annual
audit and the fees and expenses of any Person, including special experts,
retained by the Company, the Co-Issuer or the Guarantors.


 


(b)  In connection with any Registration Statement
required by this Agreement (including, without limitation, the Exchange Offer
Registration Statement and the Shelf Registration Statement), the Company, the
Co-Issuer and the Guarantors, jointly and severally,


 


16

















 


will reimburse the
Initial Purchasers and the Holders of Transfer Restricted Securities being
tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution”
contained in the Exchange Offer Registration Statement or registered pursuant
to the Shelf Registration Statement, as applicable, for the reasonable fees and
disbursements of not more than one counsel, who shall be Cravath, Swaine &
Moore LLP or such other counsel as may be chosen by the Holders of a majority
in principal amount of the Transfer Restricted Securities for whose benefit
such Registration Statement is being prepared.


 


Section 8.  Indemnification.


 


(a)  The Company, the Co-Issuer and the
Guarantors, jointly and severally, agree to indemnify and hold harmless (i)
each Holder and (ii) each Person, if any, who controls (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder
(any of the Persons referred to in this clause (ii) being hereinafter referred
to as a “controlling person”) and (iii) the respective officers, directors,
partners, employees, representatives and agents of any Holder or any
controlling person (any Person referred to in clause (i), (ii) or (iii) may
hereinafter be referred to as an “Indemnified Holder”), to the fullest extent
lawful, from and against any and all losses, claims, damages, liabilities,
judgments, actions and expenses (including, without limitation, and as incurred,
reimbursement of all reasonable costs of investigating, preparing, pursuing,
settling, compromising, paying or defending any claim or action, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, including the reasonable fees and expenses of counsel to any
Indemnified Holder), joint or several, directly or indirectly caused by,
related to, based upon, arising out of or in connection with any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement, Prospectus (or any amendment or supplement thereto) or Free
Writing Prospectus, or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as such losses, claims, damages,
liabilities or expenses are caused by an untrue statement or omission or
alleged untrue statement or omission that is made in reliance upon and in
conformity with information relating to any of the Holders furnished in writing
to the Company and the Co-Issuer by any of the Holders expressly for use
therein.  This indemnity agreement shall
be in addition to any liability that the Company, the Co-Issuer or any of the
Guarantors may otherwise have.


 


In case any action
or proceeding (including any governmental or regulatory investigation or
proceeding) shall be brought or asserted against any of the Indemnified Holders
with respect to which indemnity may be sought against the Company, the
Co-Issuer or the Guarantors, such Indemnified Holder (or the Indemnified Holder
controlled by such controlling person) shall promptly notify the Company, the
Co-Issuer and the Guarantors in writing; provided, however,
that the failure to give such notice shall not relieve any of the Company, the
Co-Issuer or the Guarantors of its obligations pursuant to this Agreement.  Such Indemnified Holder shall have the right
to employ its own counsel in any such action and the fees and expenses of such
counsel shall be paid, as incurred, by the Company, the Co-Issuer and the
Guarantors (regardless of whether it is ultimately determined that an
Indemnified Holder is not entitled to indemnification hereunder).  The Company, the Co-Issuer and the Guarantors
shall not, in connection with any one such action or proceeding or separate but
substantially similar or related actions or proceedings in the same
jurisdiction arising out of the same general allegations or circumstances,


 


17

















 


be liable for the
reasonable fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) at any time for such Indemnified Holders, which
firm shall be designated by the Holders. 
The Company, the Co-Issuer and the Guarantors shall be liable for any
settlement of any such action or proceeding effected with the Company’s, the
Co-Issuer’s and the Guarantors’ prior written consent, which consent shall not
be withheld unreasonably, and each of the Company, the Co-Issuer and the Guarantors
agrees to indemnify and hold harmless any Indemnified Holder from and against
any loss, claim, damage, liability or expense by reason of any settlement of
any action effected with the written consent of the Company, the Co-Issuer and
the Guarantors.  The Company, the
Co-Issuer and the Guarantors shall not, without the prior written consent of
each Indemnified Holder, settle or compromise or consent to the entry of
judgment in or otherwise seek to terminate any pending or threatened action,
claim, litigation or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not any Indemnified Holder is
a party thereto), unless such settlement, compromise, consent or termination
includes an unconditional release of each Indemnified Holder from all liability
arising out of such action, claim, litigation or proceeding.


 


(b)  Each Holder of Transfer Restricted Securities
agrees, severally and not jointly, to indemnify and hold harmless the Company,
the Co-Issuer, the Guarantors and their respective directors, officers of the Company,
the Co-Issuer and the Guarantors who sign a Registration Statement, and any
Person controlling (within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act) the Company, the Co-Issuer or any of the
Guarantors, and the respective officers, directors, partners, employees,
representatives and agents of each such Person, to the same extent as the
foregoing indemnity from the Company, the Co-Issuer and the Guarantors to each
of the Indemnified Holders, but only with respect to claims and actions based
on information relating to such Holder furnished in writing by such Holder
expressly for use in any Registration Statement.  In case any action or proceeding shall be brought
against the Company, the Co-Issuer, the Guarantors or their respective
directors or officers or any such controlling person in respect of which
indemnity may be sought against a Holder of Transfer Restricted Securities,
such Holder shall have the rights and duties given the Company, the Co-Issuer
and the Guarantors, and the Company, the Co-Issuer, the Guarantors, their
respective directors and officers and such controlling person shall have the
rights and duties given to each Holder by the preceding paragraph.


 


(c)  If the indemnification provided for in this
Section 8 is unavailable to an indemnified party under Section 8(a) or (b)
hereof (other than by reason of exceptions provided in those Sections) in
respect of any losses, claims, damages, liabilities, judgments, actions or
expenses referred to therein, then each applicable indemnifying party, in lieu
of indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages,
liabilities or expenses in such proportion as is appropriate to reflect the
relative benefits received by the Company, the Co-Issuer and the Guarantors, on
the one hand, and the Holders, on the other hand, from the Initial Placement
(which in the case of the Company, the Co-Issuer and the Guarantors shall be
deemed to be equal to the total gross proceeds to the Company, the Co-Issuer
and the Guarantors from the Initial Placement), the amount of Additional
Interest which did not become payable as a result of the filing of the
Registration Statement resulting in such losses, claims, damages, liabilities,
judgments actions or expenses, and such Registration Statement, or if such
allocation is not permitted by applicable law, the relative fault of the Company,
the Co-Issuer and the Guarantors, on the one hand, and


 


18

















 


the Holders, on
the other hand, in connection with the statements or omissions which resulted
in such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations.  The
relative fault of the Company and the Co-Issuer on the one hand and of the
Indemnified Holder 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, the Co-Issuer or any of the Guarantors, on
the one hand, or the Indemnified Holders, on the other hand, and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.  The
amount paid or payable by a party as a result of the losses, claims, damages,
liabilities and expenses referred to above shall be deemed to include, subject
to the limitations set forth in the second paragraph of Section 8(a) hereof,
any legal or other fees or expenses reasonably incurred by such party in
connection with investigating or defending any action or claim.


 


The Company, the
Co-Issuer, the Guarantors and each Holder of Transfer Restricted Securities
agree that it would not be just and equitable if contribution pursuant to this
Section 8(c) 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 the immediately preceding paragraph. 
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or expenses referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim.  Notwithstanding the provisions
of this Section 8, none of the Holders (and its related Indemnified Holders)
shall be required to contribute, in the aggregate, any amount in excess of the
amount by which the total discount received by such Holder with respect to the
Initial Securities exceeds the amount of any damages which 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 8(c) are several in proportion to the respective
principal amount of Initial Securities held by each of the Holders hereunder
and not joint.


 


Section 9.  Rule 144A.  Each of the Company, the Co-Issuer and the
Guarantors hereby agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding, to make available to any Holder or
beneficial owner of Transfer Restricted Securities in connection with any sale
thereof and any prospective purchaser of such Transfer Restricted Securities
from such Holder or beneficial owner, the information required by Rule
144A(d)(4) under the Securities Act in order to permit resales of such Transfer
Restricted Securities pursuant to Rule 144A under the Securities Act.


 


Section 10.  Participation in Underwritten
Registrations.  No Holder may participate in any
Underwritten Registration hereunder unless such Holder (a) agrees to sell such
Holder’s Transfer Restricted Securities on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements and (b) completes and executes


 


19

















 


all reasonable
questionnaires, powers of attorney, indemnities, underwriting agreements,
lock-up letters and other documents required under the terms of such
underwriting arrangements.


 


Section 11.  Selection of Underwriters.  The Holders of Transfer Restricted Securities covered
by the 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 banker(s) and managing underwriter(s) that will administer such
offering will be selected by the Holders of a majority in aggregate principal
amount of the Transfer Restricted Securities included in such offering; provided, however, that such investment banker(s) and
managing underwriter(s) must be reasonably satisfactory to the Company and the
Co-Issuer.


 


Section 12.  Miscellaneous.


 


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


 


(b)  No Inconsistent
Agreements.  Each of the Company, the Co-Issuer
and the Guarantors will not on or after the date of this Agreement enter into
any agreement with respect to its securities that conflicts with the provisions
hereof.  The rights granted to the
Holders hereunder do not in any way conflict with the rights granted to the
holders of the Company’s and the Co-Issuer’s or any of the Guarantors’
securities under any agreement in effect on the date hereof.


 


(c)  Adjustments Affecting the
Securities.  Neither the Company
nor the Co-Issuer will effect any change, or permit any change to occur, in
each case, with respect to the terms of the Securities that would materially
and adversely affect the ability of the Holders to Consummate any Exchange
Offer.


 


(d)  Amendments and
Waivers.  The provisions of
this Agreement may not be amended, modified or supplemented, and waivers or
consents to or departures from the provisions hereof may not be given unless
the Company and the Co-Issuer have (i) in the case of Section 5 hereof and this
Section 12(d)(i), obtained the written consent of Holders of all outstanding
Transfer Restricted Securities and (ii) in the case of all other provisions
hereof, obtained the written consent of Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities (excluding any
Transfer Restricted Securities held by the Company, the Co-Issuer or their
Affiliates).  Notwithstanding the
foregoing, a waiver or consent to departure from the provisions hereof that
relates exclusively to the rights of Holders whose securities are being
tendered pursuant to the Exchange Offer and that does not affect directly or
indirectly the rights of other Holders whose securities are not being tendered
pursuant to such Exchange Offer may be given by the Holders of a majority of
the outstanding principal amount of Transfer Restricted Securities being
tendered or registered; provided, however,
that, with respect to any matter that directly or indirectly affects the rights
of any Initial Purchaser hereunder, the Company and the Co-Issuer shall obtain
the written consent of each such Initial Purchaser with respect to which such
amendment, qualification, supplement, waiver, consent or departure is to be
effective.


 


20

















 


(e)  Notices.  All notices and other
communications provided for or permitted hereunder shall be made in writing by
hand-delivery, first-class mail (registered or certified, return receipt
requested), telex, telecopier, or air courier guaranteeing overnight delivery:


 


(i)  if to a Holder, at the address set forth on
the records of the Registrar under the Indenture, with a copy to the Registrar
under the Indenture; and


 


(ii)  if to the Company, the Co-Issuer or the
Guarantors:


 


RBS Global, Inc

4701 Greenfield Avenue

Milwaukee, WI 53214

Telecopier No.: (212) 643-2510

Attention:  General Counsel


 


With a copy to:


 


O’Melveny &
Myers LLP

Times Square Tower 

7 Times Square 

New York, NY 10036 

Telecopier No.: (212) 326-2061

Attention:  Gregory Ezring


 


All such notices
and communications shall be deemed to have been duly given:  at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt acknowledged,
if telecopied; and on the next Business Day, if timely delivered to an air
courier guaranteeing overnight delivery.


 


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


 


(f)  Successors and
Assigns.  This Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties, including, without limitation, and without the need for an
express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall not inure to
the benefit of or be binding upon a successor or assign of a Holder unless and
to the extent such successor or assign acquired Transfer Restricted Securities
from such Holder.


 


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


 


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


 


21

















 


(i)  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO THE CONFLICTS OF LAW RULES THEREOF.


 


(j)  Severability.  In the event that any one or more
of the provisions contained herein, or the application thereof in any
circumstance, is held invalid, illegal or unenforceable, the validity, legality
and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired
thereby.


 


(k)  Entire Agreement.  This Agreement is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties
hereto in respect of the subject matter contained herein.  There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted by the Company and the
Co-Issuer with respect to the Transfer Restricted Securities.  This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.


 


22

















 


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


 


	
   

  	
  CHASE MERGER SUB, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Patricia M. Navis

  	
   

  
	
   

  	
   

  	
  Name: Patricia M. Navis

  
	
   

  	
   

  	
  Title: Vice President and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RBS GLOBAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert A. Hitt

  	
   

  
	
   

  	
   

  	
  Name: Robert A. Hitt

  
	
   

  	
   

  	
  Title: President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  REXNORD CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Thomas Jansen

  	
   

  
	
   

  	
   

  	
  Name: Thomas Jansen

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief

  
	
   

  	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  THE FALK SERVICE CORPORATION

  
	
   

  	
  PT COMPONENTS, INC.

  
	
   

  	
  RBS ACQUISITION CORPORATION

  
	
   

  	
  REXNORD INDUSTRIES, LLC

  
	
   

  	
  W.M. BERG INC.

  
	
   

  	
  PRAGER INCORPORATED

  
	
   

  	
  REXNORD PUERTO RICO INC.

  
	
   

  	
  REXNORD INTERNATIONAL INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Andrzejewski

  	
   

  
	
   

  	
   

  	
  Name: Michael Andrzejewski

  
	
   

  	
   

  	
  Title: Vice President and Secretary

  
											



 

















 


	
   

  	
   

  	
  RBS CHINA HOLDINGS, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael Andrzejewski

  	
   

  
	
   

  	
   

  	
  Name: Michael Andrzejewski

  
	
   

  	
   

  	
  Title:   Secretary

  



 

















 


The foregoing
Registration Rights Agreement is hereby confirmed and accepted as of the date
first above written:


 


	
  CREDIT SUISSE SECURITIES (USA) LLC

  MERRILL LYNCH, PIERCE, FENNER & SMITH

  	
   

  
	
  INCORPORATED

  	
   

  
	
  BEAR, STEARNS & CO.
  INC.

  	
   

  
	
  LEHMAN BROTHERS INC.

  	
   

  
	
   

  	
   

  
	
  Credit Suisse Securities (USA) LLC,

  acting on behalf of itself and as a

  Representative of the several Initial

  Purchasers,

  	
   

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Edward Neuberg

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Edward Neuberg

  	
   

  
	
   

  	
   

  	
  Title: Director

  	
   

  
					



 

















 


	
  Merrill Lynch, Pierce, Fenner & Smith

  Incorporated, acting on behalf of itself and

  as a Representative of the several Initial

  Purchasers,

  	
   

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Harold Varah

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Harold Varah

  	
   

  
	
   

  	
   

  	
  Title: Vice President

  	
   

  
					



 

















 


Schedule A


 


Guarantors


 


The Falk Service
Corporation


 


Prager Incorporated


 


PT Components,
Inc.


 


RBS Acquisition
Corporation


 


RBS China
Holdings, L.L.C.


 


Rexnord
Industries, LLC


 


Rexnord
International Inc.


 


Rexnord Puerto
Rico Inc.


 


W.M. Berg Inc.