Exhibit 4.10


 


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
11.75% Senior Subordinated Notes due 2016 (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 11.75% Senior Subordinated Notes due 2016 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.


 


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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.


 


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(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.