Exhibit 4.3


 


REGISTRATION
RIGHTS AGREEMENT


 


 


by and among


 


 


Triumph
Group, Inc.


and the
Guarantors party hereto


 


 


and




 


Banc of America Securities LLC

J.P. Morgan Securities Inc.


RBS
Securities Inc.


PNC
Capital Markets


BB&T
Capital Markets, a division of Scott & Stringfellow, LLC


RBC
Capital Markets Corporation


 


 


Dated as of November 16, 2009


 

















 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement (this “Agreement”)
is made and entered into as of November 16, 2009, by and among Triumph
Group, Inc., a Delaware corporation (the “Company”), the guarantors listed
on the signature pages hereto (collectively, the “Guarantors”), and Banc
of America Securities LLC and J.P. Morgan Securities Inc., as representatives
of the several initial purchasers listed on Schedule A to the Purchase
Agreement (collectively, the “Initial Purchasers”), each of whom has agreed to
purchase the Company’s 8% Senior Subordinated Notes due 2017 (the “Notes”)
fully and unconditionally guaranteed by the Guarantors (the “Guarantees”)
pursuant to the Purchase Agreement (as defined below).  The Notes and the Guarantees attached thereto
are herein collectively referred to as the “Securities.”


 


This Agreement is made pursuant to the Purchase
Agreement, dated November 10, 2009 (the “Purchase Agreement”), among the
Company, the Guarantors 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 Transfer Restricted Securities, including the Initial
Purchasers.  In order to induce the
Initial Purchasers to purchase the Securities, the Company has 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 5(f) of
the Purchase Agreement.  Capitalized
terms are defined in Section 1.


 


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:  As defined in Section 5
hereof.


 


Advice:  As defined
in Section 6(c) hereof.


 


Agreement:  As defined
in the preamble hereof.


 


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 U.S.
Securities and Exchange Commission.


 


Company:  As defined
in the preamble hereto.


 


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 to the Registrar (as defined in the Indenture) under
the Indenture of Exchange Securities in the same aggregate principal amount as
the aggregate principal amount of Transfer Restricted Securities that were
tendered by Holders thereof pursuant to the Exchange Offer.


 


Effectiveness Target Date:  As defined in Section 3(a) hereof.


 


Exchange Act:  The Securities
Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.


 


Exchange Offer:  The
registration by the Company under the Securities Act of the Exchange Securities
pursuant to a Registration Statement pursuant to which the Company offers 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.


 


Exchange Securities:  The 8% Senior
Subordinated Notes due 2017, of the same series under the Indenture as the
Transfer Restricted Securities, to be issued to Holders in exchange for
Transfer Restricted Securities pursuant to this Agreement.


 


FINRA:  Financial
Industry Regulatory Authority, Inc.


 


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


 


Guarantees:  As defined
in the preamble hereof.


 


Guarantors:  As defined
in the preamble hereof.


 


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


 


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


 


Indenture:  The Indenture,
dated as of November 16, 2009, by and among the Company, the Guarantors
and U.S. Bank National Association, as trustee (the “Trustee”), pursuant to
which the Securities are to be issued, as such Indenture is amended or
supplemented from time to time in accordance with the terms thereof.


 


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


 


Initial Purchasers:  As defined in
the preamble hereto.


 


Initial Securities:  The Securities issued and sold by the Company
to the Initial Purchasers pursuant to the Purchase Agreement on the Closing
Date.


 


Notes:  As defined
in the preamble hereof.


 


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.


 


Purchase Agreement:  As defined in the preamble hereof.


 


Registration Default:  As defined in Section 5
hereof.


 


Registration Statement:  Any
registration statement of the Company 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, and the rules and regulations promulgated
thereunder.


 


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


 


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


 


Transfer Restricted Securities:  The Securities; provided that the Securities
shall cease to be Transfer Restricted Securities on the earliest to occur of (i) the
date on which a Registration Statement with respect to such Securities has
become effective under the Securities Act and such Securities have been
exchanged or disposed of pursuant to such Registration Statement or (ii) the
date on which such Securities cease to be outstanding.


 


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


 


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


 


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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),
or there are no Transfer Restricted Securities outstanding, each of the Company
and the Guarantors shall (i) cause to be filed with the Commission as soon
as practicable after the Closing Date, but in no event later than 90 days after
the Closing Date (or if such 90th 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
reasonable best efforts to cause such Registration Statement to become
effective at the earliest possible time, but in no event later than 210 days
after the Closing Date (or if such 210th day is not a Business Day, the next
succeeding Business Day) (the “Effectiveness Target
Date”), (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 Transfer Restricted Securities held by Broker-Dealers as
contemplated by Section 3(c) hereof.


 


(b)           The Company 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 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 shall use its reasonable best
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 event later than 30 days after the Effectiveness Target Date (or if
such 30th day is not a Business Day, the next succeeding Business Day).


 


(c)           The Company 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 


 


4

















 


who holds Transfer Restricted Securities 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), may exchange such Transfer Restricted 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
Transfer Restricted Securities held by any such Broker-Dealer except to the
extent required by the Commission as a result of a change in policy after the
date of this Agreement.


 


Each of the Company and the Guarantors shall use its
reasonable best 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 Transfer Restricted 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 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 is
not required to file an Exchange Offer Registration Statement or to consummate
the Exchange Offer solely 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 Effectiveness Target Date (or if such 30th day is not
a Business Day, the next succeeding Business Day), or (iii) prior to 30
days after the Effectiveness Target Date (or if such 30th day is not a Business
Day, the next succeeding Business Day):  (A) the
Initial Purchasers request from the Company with respect to Transfer Restricted
Securities not eligible to be exchanged for Exchange Securities in the Exchange
Offer, (B) with respect to any Holder of Transfer Restricted Securities,
such Holder notifies the Company that (i) such Holder is prohibited by
applicable law or Commission policy from participating in the Exchange Offer, (ii) such
Holder may not resell the Exchange Securities acquired by it in the Exchange Offer
to the public without delivering a prospectus and that the Prospectus contained
in the Exchange 


 


5

















 


Offer Registration Statement is not
appropriate or available for such resales by such Holder, or (iii) such
Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired
directly from the Company or one of its affiliates or (C) in the case of
any Initial Purchaser, such Initial Purchaser notifies the Company it will not
receive Exchange Securities in exchange for Transfer Restricted Securities
constituting any portion of such Initial Purchaser’s unsold allotment, the
Company 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”) on or prior to the earliest
to occur of (1) the 90th day after the date on which the Company
determines that it is not required to file the Exchange Offer Registration
Statement, (2) the 90th day after the date on which the Company receives
notice from a Holder of Transfer Restricted Securities as contemplated by
clause (ii) above, and (3) the 30th day after the Effectiveness
Target Date (or if such 30th day is not a Business Day, the next succeeding
Business Day) (such earliest 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 reasonable best efforts to cause such
Shelf Registration Statement to be declared effective by the Commission on or
before the 180th day after the Shelf Filing Deadline (or if such 180th day is
not a Business Day, the next succeeding Business Day).


 


Each of the Company and the Guarantors shall use its
reasonable best 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 Transfer Restricted Securities by the Holders of such 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 Transfer
Restricted Securities covered by such Shelf Registration Statement have been
sold pursuant to such Shelf Registration Statement); provided
that the Company may for a period of up to 60 days in any three-month period,
not to exceed 120 days in any calendar year, determine that the Shelf
Registration Statement is not usable under certain circumstances relating to
corporate developments, public filings with the Commission and similar events,
and suspend the use of the prospectus that is part of the Shelf Registration
Statement.


 


(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 in writing, within 20 Business Days after
receipt of a request therefor, such information as the Company may reasonably
request for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein.  


 


6

















 


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


 


SECTION 5.              Additional Interest.  If (i) the Exchange
Offer has not been Consummated, (ii) any Shelf Registration Statement, if
required hereby, has not been declared effective by the Commission or (iii) any
Registration Statement required by this Agreement has been declared effective
but ceases to be effective at any time at which it is required to be effective
under this Agreement (each such event referred to in clauses (i) through
(iii), a “Registration Default”), the Company hereby agrees 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 (such increase, “Additional Interest”), but in no
event shall such increase exceed 1.00% per annum.  Following the cure of all Registration
Defaults relating to the particular Transfer Restricted Securities, 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.


 


All obligations of the Company 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.


 


SECTION 6.              Registration Procedures.


 


(a)           Exchange Offer Registration
Statement.  In connection
with the Exchange Offer, the Company and the Guarantors shall comply with all
of the provisions of Section 6(c) hereof, shall use their reasonable
best 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 there is a question as to whether
the Exchange Offer is permitted by applicable law, each of the Company and the
Guarantors hereby agrees to seek a no-action letter or other favorable decision
from the Commission allowing the Company and the Guarantors to Consummate an Exchange
Offer for such Transfer Restricted Securities. 
Each of the Company 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 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 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.


 


7

















 


(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, prior to the Consummation thereof, a written
representation to the Company (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, (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 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 Transfer Restricted Securities acquired
by such Holder directly from the Company.


 


(b)           Shelf Registration
Statement.  If required
pursuant to Section 4, in connection with the Shelf Registration
Statement, each of the Company and the Guarantors shall comply with all the
provisions of Section 6(c) hereof and shall use its reasonable best
efforts to effect such registration 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 and
the Guarantors will as expeditiously as possible 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 (including, without
limitation, any Registration Statement and the related Prospectus required to
permit resales of Transfer Restricted Securities by Broker-Dealers), each of
the Company and the Guarantors shall:


 


(i)            use its
reasonable best efforts to keep such Registration Statement continuously
effective 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 


 


8

















 


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 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 reasonable best efforts to cause such amendment
to be 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;


 


(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 or any
Prospectus supplement or post-effective amendment 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 or 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, (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 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 and the Guarantors shall use its reasonable best efforts to obtain the
withdrawal or lifting of such order at the earliest possible time;


 


9
















 


(iv)          furnish without
charge to each of the Initial Purchasers, each selling Holder named in any
Registration Statement, 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 Holders and underwriter(s) in
connection with such sale, if any, for a period of at least five Business Days,
and the Company will not 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;


 


(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,
and to the underwriter(s), if any, make the Company’s and the Guarantors’
representatives available for discussion of such document and other customary
due diligence matters, 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
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 and the
Guarantors and cause the Company’s and the Guarantors’ officers, directors and
employees to supply all information reasonably requested by any such Holder,
underwriter, attorney or accountant 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 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;



 


10

















 


and
make all required filings of such Prospectus supplement or post-effective
amendment as soon as practicable after the Company is 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;


 


(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 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 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 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 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 request and as are customarily made by issuers
to underwriters in primary underwritten offerings, upon the date of the
Consummation of the Exchange Offer or, if applicable, the effectiveness of the
Shelf Registration Statement:


 


(1)           a certificate,
dated the date of Consummation of the Exchange Offer or 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 and the Guarantors,
confirming, as of the date thereof, the matters set forth in paragraphs (i), (ii) and
(iii) of Section 5(e) of the Purchase Agreement and such other
matters as such parties may reasonably request;


 


11

















 


(2)           an opinion,
dated the date of Consummation of the Exchange Offer or the date of
effectiveness of the Shelf Registration Statement, as the case may be, of
counsel for the Company and the Guarantors, covering the matters set forth in Section 5(c) of
the Purchase Agreement and such other matters 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 and the Guarantors, representatives of the independent public
accountants for the Company and the Guarantors, 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, at the time such Registration Statement or any
post-effective amendment thereto became effective, and, in the case of the
Exchange Offer Registration Statement, as of the date of Consummation,
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 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 5(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


 


12

















 


(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 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 and the Guarantors contemplated in Section 6(c)(xi)(A)(1) hereof
cease to be true and correct, the Company 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 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)               shall issue,
upon the request of any Holder of Transfer Restricted Securities covered by the
Shelf Registration Statement, Exchange Securities having an aggregate principal
amount equal to the aggregate principal amount of Transfer Restricted
Securities surrendered to the Company 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 Transfer Restricted Securities held by such
Holder shall be surrendered to the Company for cancellation;


 


(xiv)               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
reasonable best 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;


 


13

















 


(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;


 


(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 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 FINRA 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 FINRA;


 


(xix)               otherwise use
its reasonable best 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 earnings statement meeting the
requirements of Rule 158 under the Securities Act (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 reasonable best efforts Underwritten Offering or (B) if
not sold to underwriters in such an offering, beginning with the first month of
the Company’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 use its reasonable best 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)               cause all
Securities covered by the Registration Statement to be listed on each
securities exchange or automated quotation system on which similar securities
issued by the Company are then listed if requested by the Holders of a majority
in aggregate principal amount of Securities or the managing underwriter(s), if
any; 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.


 


14

















 


(xxiii)             represent,
warrant, and covenant that it (including its agents and representatives) shall
not prepare, make, use, authorize, approve or refer to any Free Writing Prospectus.


 


Each Holder agrees by acquisition of a Transfer
Restricted Security that, upon receipt of any notice from the Company 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 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
Company, each Holder will deliver to the Company (at the Company’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 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 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, however,
that 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 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 and the Guarantors’ performance of or compliance with this Agreement
will be borne by the Company 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 FINRA (and, if
applicable, the fees and expenses of any “qualified independent underwriter”
and its counsel that may be required by the rules and regulations of
FINRA)); (ii) all fees and expenses of compliance with federal securities
and state securities or blue sky laws; (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 Guarantors and, subject to Section 7(b) hereof, 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 and the Guarantors (including the expenses of any special audit and
comfort letters required by or incident to such performance).


 


15
















 


Each of the Company 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 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 and the Guarantors, jointly and severally, 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
Cahill Gordon & Reindel 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 and the
Guarantors, jointly and severally, agree to indemnify and hold harmless (i) each
Holder and each Initial Purchaser 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 or any Initial Purchaser (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, any Initial Purchaser, 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 or
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 or Initial Purchasers furnished in writing to
the Company by any of the Holders or Initial Purchasers expressly for use
therein.  This indemnity agreement shall
be in addition to any liability which the Company 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 or the Guarantors, such Indemnified 


 


16

















 


Holder (or the Indemnified
Holder controlled by such controlling person) shall promptly notify the Company
and the Guarantors in writing; provided, however,
that the failure to give such notice shall not relieve any of the Company 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 and the Guarantors
(regardless of whether it is ultimately determined that an Indemnified Holder
is not entitled to indemnification hereunder). 
The Company 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, be liable for the reasonable fees and expenses of
more than one separate counsel (in addition to any local counsel) at any time
for such Indemnified Holders, which counsel shall be designated by the
Indemnified Holders.  The Company and the
Guarantors shall be liable for any settlement of any such action or proceeding
effected with the Company’s and the Guarantors’ prior written consent, which
consent shall not be withheld unreasonably, and each of the Company 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 and
the Guarantors.  The Company 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 Guarantors, the Initial Purchasers and the respective
directors, officers of the Company 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 or any
of the Guarantors, any Initial Purchaser 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 and the
Guarantors to each of the Indemnified Holders, but only with respect to claims
and actions based on the statement or omissions, or alleged untrue statements
or omissions, 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 Guarantors, the Initial Purchasers 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 and the Guarantors, and the Company, the
Guarantors, the Initial Purchasers, 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 


 


17

















 


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 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 and the Guarantors shall be deemed to be equal to the total
gross proceeds to the Company 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 and the Guarantors, on the one hand, and 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 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 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 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 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 


 


18

















 


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 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.


 


SECTION 12.            Miscellaneous.


 


(a)           Remedies.  Each
of the Company 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 and the Guarantors will not on or after the date of this
Agreement enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. 
Neither the Company nor any of the Guarantors has previously entered
into any agreement granting any registration rights with respect to its
securities to any Person.  The rights
granted to the Holders hereunder do not in any way conflict with and are not inconsistent
with the rights granted to the holders of the Company’s or any of the
Guarantors’ securities under any agreement in effect on the date hereof.


 


(c)           Adjustments Affecting the
Securities.  The Company
will not take any action, or permit any change to occur, with respect to 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
has (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 or its Affiliates).  Notwithstanding 


 


19

















 


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 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.


 


(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


 


if to the Company:


 


Triumph Group, Inc.

1550 Liberty Ridge Drive

Wayne, PA  19087

Facsimile:  (610) 251-1555

Attention:  General Counsel


 


(ii)           with a copy to:


 


Ballard Spahr LLP

1735 Market Street, 51st Floor

Philadelphia, PA  19103

Facsimile:  (215) 864-9181

Attention: Gerald J. Guarcini


 


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 


 


20

















 


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.  Delivery of an executed counterpart of a
signature page to this Agreement by facsimile, email or other electronic
means shall be effective as delivery of a manually executed counterpart of this
Agreement.


 


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


 


(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 with respect to
the Transfer Restricted Securities.  This
Agreement supersedes all prior agreements and understandings between the
parties with respect to such subject matter.


 


[Signature
Pages Follow]


 


21

















 


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


 


	
   

  	
  TRIUMPH
  GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


[Registration
Rights Agreement]


 

















 


	
   

  	
  TRIUMPH
  GROUP ACQUISITION HOLDINGS, INC.

  
	
   

  	
  THE
  TRIUMPH GROUP OPERATIONS, INC.

  
	
   

  	
  CBA ACQUISITION, LLC

  
	
   

  	
  MEXMIL CHINA, LLC

  
	
   

  	
  HT
  PARTS L.L.C.

  
	
   

  	
  KILROY
  STEEL, INC.

  
	
   

  	
  KILROY
  STRUCTURAL STEEL CO.

  
	
   

  	
  LAMAR
  ELECTRO-AIR CORPORATION

  
	
   

  	
  AIRFRAME
  SPARES & LOGISTICS, LLC

  
	
   

  	
  TRIUMPH
  ACCESSORY SERVICES—GRAND PRAIRIE, INC.

  
	
   

  	
  TRIUMPH
  ACTUATION SYSTEMS, LLC

  
	
   

  	
  TRIUMPH
  ACTUATION SYSTEMS—CONNECTICUT, LLC

  
	
   

  	
  TRIUMPH
  ACTUATION SYSTEMS—VALENCIA, INC.

  
	
   

  	
  TRIUMPH
  AEROSPACE SYSTEMS GROUP, INC.

  
	
   

  	
  TRIUMPH
  AEROSPACE SYSTEMS—WICHITA, INC.

  
	
   

  	
  TRIUMPH
  AEROSPACE SYSTEMS—NEWPORT NEWS, INC.

  
	
   

  	
  TRIUMPH
  AFTERMARKET SERVICES GROUP, INC.

  
	
   

  	
  TRIUMPH
  AIRBORNE STRUCTURES, INC.

  
	
   

  	
  TRIUMPH
  AVIATIONS INC.

  
	
   

  	
  TRIUMPH
  COMPOSITE SYSTEMS, INC.

  
	
   

  	
  TRIUMPH
  CONTROLS, LLC

  
	
   

  	
  TRIUMPH
  ENGINEERING SERVICES, INC.

  
	
   

  	
  TRIUMPH
  ENGINEERED SOLUTIONS, INC.

  
	
   

  	
  TRIUMPH
  FABRICATIONS—FORT WORTH, INC.

  
	
   

  	
  TRIUMPH
  FABRICATIONS—HOT SPRINGS, INC.

  
	
   

  	
  TRIUMPH
  FABRICATIONS—SAN DIEGO, INC.

  
	
   

  	
  TRIUMPH
  GEAR SYSTEMS, INC.

  
	
   

  	
  TRIUMPH
  GEAR SYSTEMS—MACOMB, INC.

  
	
   

  	
  TRIUMPH
  INSTRUMENTS, INC.

  
	
   

  	
  TRIUMPH
  INSTRUMENTS—BURBANK, INC.

  
	
   

  	
  TRIUMPH
  INTERIORS, LLC

  
	
   

  	
  TRIUMPH
  METALS COMPANY

  
	
   

  	
  TRIUMPH
  PRECISION, INC.

  
	
   

  	
  TRIUMPH
  PRECISION CASTINGS CO.

  
	
   

  	
  TRIUMPH
  PROCESSING, INC.

  
	
   

  	
  TRIUMPH STRUCTURES—EAST TEXAS, INC.

  



 


[Registration
Rights Agreement]


 

















 


	
   

  	
  TRIUMPH
  STRUCTURES—KANSAS CITY, INC.

  
	
   

  	
  TRIUMPH
  STRUCTURES—LONG ISLAND, LLC

  
	
   

  	
  TRIUMPH
  STRUCTURES—LOS ANGELES, INC.

  
	
   

  	
  TRIUMPH
  STRUCTURES—WICHITA, INC.

  
	
   

  	
  TRIUMPH
  THERMAL SYSTEMS, INC.

  
	
   

  	
  TRIUMPH
  TURBINE SERVICES, INC.

  
	
   

  	
  TRIUMPH
  INVESTMENT HOLDINGS, INC.

  
	
   

  	
  TRIUMPH
  INSULATION SYSTEMS, LLC

  
	
   

  	
  THE
  MEXMIL HOLDING CO., LLC

  
	
   

  	
  TRIUMPH
  GROUP HOLDINGS—MEXICO, LLC

  
	
   

  	
  TRIUMPH
  GROUP INVESTMENT—MEXICO, LLC

  
	
   

  	
  as
  Guarantors

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NU-TECH
  BRANDS, INC.

  
	
   

  	
  TRIUMPH
  BRANDS, INC.

  
	
   

  	
  TRIUMPH
  GROUP ACQUISITION CORP.

  
	
   

  	
  as
  Guarantors

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


[Registration
Rights Agreement]


 

















 


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


 


	
  BANC
  OF AMERICA SECURITIES LLC

  	
   

  
	
  As Representative of the Initial Purchasers listed on Schedule A to
  the Purchase Agreement

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  Banc
  of America Securities LLC

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Managing
  Director

  	
   

  	
   

  



 


[Registration
Rights Agreement]