exv10w2



 





Exhibit 10.2




REGISTRATION RIGHTS AGREEMENT




          This REGISTRATION RIGHTS AGREEMENT dated January 23, 2008 (the “Agreement”) is entered into by
and among Atlas Energy Operating Company, LLC, a Delaware limited liability company (the
“Company”), Atlas Energy Finance Corp. (the “Co-issuer” and together with the Company, the
“Issuers”), a Delaware corporation, Atlas Energy Resources, LLC, the parent of the Company
(“Holdings”), and the other guarantors listed in Schedule 1 hereto (together with Holdings, the
“Guarantors”), and J.P. Morgan Securities Inc. (“JPMorgan”), acting as representative of the
initial purchasers listed on Schedule I to the Purchase Agreement, as defined below (each, an
“Initial Purchaser” and, collectively, the “Initial Purchasers”).




          The Issuers, the Guarantors and the Initial Purchasers are parties to the Purchase Agreement
dated January 17, 2008 (the “Purchase Agreement”), which provides for the sale by the Issuers to
the Initial Purchasers of $250,000,000 aggregate principal amount of the Issuers’ 10.75% Senior
Notes due 2018 (the “Securities”) which will be guaranteed on an unsecured senior basis by each of
the Guarantors. As an inducement to the Initial Purchasers to enter into the Purchase Agreement,
the Issuers and the Guarantors have agreed to provide to the Initial Purchasers and their direct
and indirect transferees the registration rights set forth in this Agreement. The execution and
delivery of this Agreement is a condition to the closing under the Purchase Agreement.




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




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





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




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




     “Closing Date” means the date of this Agreement.




     “Co-issuer” shall have the meaning set forth in the preamble and shall also include the
Co-issuer’s successors.




     “Company” shall have the meaning set forth in the preamble and shall also include the
Company’s successors.




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




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




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



 









 






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




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




     “Exchange Securities” shall mean senior notes issued by the Issuers and guaranteed by
the Guarantors under the Indenture containing terms identical to the Securities (except that
the Exchange Securities will not be subject to restrictions on transfer or to any increase
in annual interest rate for failure to comply with this Agreement) and to be offered to
Holders of Securities in exchange for Securities pursuant to the Exchange Offer.




     “Freely Tradable” means, with respect to a Security, a Security that at any time of
determination (i) may be sold to the public in accordance with Rule 144 under the Securities
Act (“Rule 144”) by a person that is not an “affiliate” (as defined in Rule 144) of the
Issuer where no conditions of Rule 144 are then applicable (other than the holding period
requirement in paragraph (d) of Rule 144, so long as such holding period requirement is
satisfied at such time of determination) and (ii) does not bear any restrictive legends
relating to the Securities Act.




     “Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405
under the Securities Act) prepared by or on behalf of the Issuers or used or referred to by
the Issuers in connection with the sale of the Securities or the Exchange Securities.




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




     “Holders” shall mean the Initial Purchasers, for so long as they own any Registrable
Securities, and each of their successors, assigns and direct and indirect transferees who
become owners of Registrable Securities under the Indenture; provided that for purposes of
Sections 4 and 5 of this Agreement, the term “Holders” shall include Participating
Broker-Dealers.




     “Holdings” shall have the meaning set forth in the preamble and shall also include
Holdings’ successors.




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




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




     “Indenture” shall mean the Indenture relating to the Securities dated as of January 23,
2008 among the Issuers, the Guarantors and U.S. Bank National Association, as trustee, and
as the same may be amended from time to time in accordance with the terms thereof.



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




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




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




     “Issuer Information” shall have the meaning set forth in Section 5(a) hereof.




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




     “Majority Holders” shall mean the Holders of a majority of the aggregate principal
amount of the outstanding Registrable Securities; provided that whenever the consent or
approval of Holders of a specified percentage of Registrable Securities is required
hereunder, any Registrable Securities owned directly or indirectly by the Issuers or any of
its affiliates shall not be counted in determining whether such consent or approval was
given by the Holders of such required percentage or amount; and provided, further, that if
the Issuers shall issue any additional Securities under the Indenture prior to consummation
of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration
Statement, such additional Securities and the Registrable Securities to which this Agreement
relates shall be treated together as one class for purposes of determining whether the
consent or approval of Holders of a specified percentage of Registrable Securities has been
obtained.




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




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




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




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




     “Registrable Securities” shall mean the Securities; provided that the Securities shall
cease to be Registrable Securities on the earliest to occur of (i) the date when a
Registration Statement with respect to such Securities has become effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such
Registration Statement, (ii) the date when such Securities cease to be outstanding or (iii)
the date on which such Securities are Freely Tradable.



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     “Registration Expenses” shall mean any and all expenses incident to performance of or
compliance by the Issuers and the Guarantors with this Agreement, including without
limitation: (i) all SEC, stock exchange or Financial Industry Regulatory Authority, Inc.
registration and filing fees, (ii) all fees and expenses incurred in connection with
compliance with state securities or blue sky laws (including reasonable fees and
disbursements of counsel for any Underwriters or Holders in connection with blue sky
qualification of any Exchange Securities or Registrable Securities), (iii) all expenses of
any Persons in preparing or assisting in preparing, word processing, printing and
distributing any Registration Statement, any Prospectus and any amendments or supplements
thereto, any underwriting agreements, securities sales agreements or other similar
agreements and any other documents relating to the performance of and compliance with this
Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the
qualification of the Indenture under applicable securities laws, (vi) the fees and
disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel
for the Issuers and the Guarantors and, in the case of a Shelf Registration Statement, the
fees and disbursements of one counsel for the Holders (which counsel shall be selected by
the Majority Holders and which counsel may also be counsel for the Initial Purchasers) and
(viii) the fees and disbursements of the independent public accountants of the Issuers and
the Guarantors, including the expenses of any special audits or “comfort” letters required
by or incident to the performance of and compliance with this Agreement, but excluding fees
and expenses of counsel to the Underwriters (other than fees and expenses set forth in
clause (ii) above) or the Holders and underwriting discounts and commissions, brokerage
commissions and transfer taxes, if any, relating to the sale or disposition of Registrable
Securities by a Holder.




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




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




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




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




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




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




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



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     “Shelf Registration Statement” shall mean a “shelf” registration statement of the
Issuers and the Guarantors that covers all or a portion of the Registrable Securities (but
no other securities unless approved by a majority of the Holders whose Registrable
Securities are to be covered by such Shelf Registration Statement) on an appropriate form
under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC,
and all amendments and supplements to such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein or deemed a part
thereof, all exhibits thereto and any document incorporated by reference therein.




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




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




     “Staff” shall mean the staff of the SEC.




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




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




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




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




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




     2. Registration Under the Securities Act.



          (a) To the extent not prohibited by any applicable law or applicable interpretations of the
Staff, the Issuers and the Guarantors shall use their reasonable best efforts to (i) cause to be
filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the
Registrable Securities for Exchange Securities and (ii) have such Registration Statement remain
effective until 180 days after the last Exchange Date for use by one or more Participating
Broker-Dealers. The Issuers and the Guarantors shall commence the Exchange Offer promptly after
the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable
best efforts to complete the Exchange Offer not later than 60 days after such effective date.




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




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     (i) that the Exchange Offer is being made pursuant to this Agreement and that all
Registrable Securities validly tendered and not properly withdrawn will be accepted for
exchange;




     (ii) the dates of acceptance for exchange (which shall be a period of at least 20
Business Days from the date such notice is mailed) (the “Exchange Dates”);




     (iii) that any Registrable Security not tendered will remain outstanding and continue
to accrue interest but will not retain any rights under this Agreement, except as otherwise
specified herein;




     (iv) that any Holder electing to have a Registrable Security exchanged pursuant to the
Exchange Offer will be required to (A) surrender such Registrable Security, together with
the appropriate letters of transmittal, to the institution and at the address (located in
the Borough of Manhattan, The City of New York) and in the manner specified in the notice,
or (B) effect such exchange otherwise in compliance with the applicable procedures of the
depositary for such Registrable Security, in each case prior to the close of business on the
last Exchange Date; and




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



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




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





     (i) accept for exchange Registrable Securities or portions thereof validly tendered and
not properly withdrawn pursuant to the Exchange Offer; and




     (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable
Securities or portions thereof so accepted for exchange by the Issuers and issue,



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and cause
the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal
in principal amount to the principal amount of the Registrable Securities tendered by such
Holder.



          The Issuers and the Guarantors shall use their reasonable best efforts to complete the
Exchange Offer as provided above and shall comply with the applicable requirements of the
Securities Act, the Exchange Act and other applicable laws and regulations in connection with the
Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the
Exchange Offer does not violate any applicable law or applicable interpretations of the Staff.
Notwithstanding anything to the contrary, the requirements to commence and complete an Exchange
Offer shall terminate at such time as all of the Securities are Freely Tradable.




          (b) In the event that (i) the Issuers and the Guarantors determine that the Exchange Offer
Registration provided for in Section 2(a) above is not available or may not be completed as soon as
practicable after the last Exchange Date because it would violate any applicable law or applicable
interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed within
240 calendar days following the Closing Date or (iii) upon receipt of a written request (a “Shelf
Request”) from any Initial Purchaser representing that it holds Registrable Securities that are or
were ineligible to be exchanged in the Exchange Offer, the Issuers and the Guarantors shall use
their reasonable best efforts to cause to be filed as soon as practicable after such determination,
date or Shelf Request, as the case may be, a Shelf Registration Statement providing for the sale of
all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement
become effective.




          In the event that the Issuers and the Guarantors are required to file a Shelf Registration
Statement pursuant to clause (iii) of the preceding sentence, the Issuers and the Guarantors shall
use their reasonable best efforts to file and have become effective both an Exchange Offer
Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a
Shelf Registration Statement (which may be a combined Registration Statement with the Exchange
Offer Registration Statement) with respect to offers and sales of Registrable Securities held by
the Initial Purchasers after completion of the Exchange Offer.




          The Issuers and the Guarantors agree to use their reasonable best efforts to keep the Shelf
Registration Statement continuously effective until the expiration of the one-year period referred
to in Rule 144 (as to become effective on February 15, 2008) applicable to securities held by
non-affiliates under the Securities Act with respect to the Registrable Securities or such shorter
period that will terminate when all the Registrable Securities covered by the Shelf Registration
Statement have been sold pursuant to the Shelf Registration Statement (the “Shelf Effectiveness
Period”). The Issuers and the Guarantors further agree to supplement or amend the Shelf
Registration Statement and the related Prospectus if required by the rules, regulations or
instructions applicable to the registration form used by the Issuers for such Shelf Registration
Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Registrable Securities with respect to information relating to
such Holder, and to use their reasonable best efforts to cause any such amendment to become
effective, if required, and such Shelf Registration Statement and Prospectus to become usable as
soon as thereafter practicable. The Issuers and the Guarantors agree to furnish to the Holders of
Registrable Securities copies of any such supplement or amendment promptly after its being used or




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filed with the SEC. Notwithstanding anything to the contrary, the requirements to file a Shelf
Registration Statement providing for the sale of all the Registrable Securities and to have such
Shelf Registration Statement become effective and remain effective shall terminate at such time as
all of the Securities are Freely Tradable.




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




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




          In the event that either the Exchange Offer is not completed or the Shelf Registration
Statement, if required pursuant to Section 2(b)(i) or 2(b)(ii) hereof, does not become effective on
or prior to the 240th calendar day after the Closing Date (the “Target Registration Date”), the
interest rate on the Securities will be increased by (i) 0.25% per annum for the first 90 day
period immediately following the Target Registration Date and (ii) an additional 0.25% per annum
with respect to each subsequent 90 day period, in each case until the earlier of (x) all the
Securities have become Freely Transferable and (y) the Exchange Offer is completed or the Shelf
Registration Statement, if required hereby, becomes effective up to a maximum increase of 1.00% per
annum. In the event that the Company receives a Shelf Request pursuant to Section 2(b)(iii), and
the Shelf Registration Statement required to be filed thereby does not become effective by the
later of (x) the 240th calendar day after the Closing Date or (y) 90 days after the delivery of
such Shelf Request (such later date, the “Shelf Additional Interest Date”), then the interest rate
on the Securities will be increased by 0.25% per annum for the first 90 day period payable
commencing from one day after the Shelf Additional Interest Date and (ii) an additional 0.25% per
annum with respect to each subsequent 90 day period, in each case until the Shelf Registration
Statement becomes effective or all the Securities have become Freely Tradable under the Securities
Act up to a maximum increase of 1.00% per annum.




          If the Shelf Registration Statement, if required hereby, has become effective and thereafter
either ceases to be effective or the Prospectus contained therein ceases to be usable, in each case
whether or not permitted by this Agreement, at any time during the Shelf Effectiveness Period, and
such failure to remain effective or usable exists for more than 30 days (whether or not
consecutive) in any 12-month period, then the interest rate on the Securities will be increased by
(i) 0.25% per annum for the first 90 day period commencing on the 31st day in such 12-month period
and (ii) an additional 0.25% per annum with respect to each subsequent 90 day period up to a maximum of 1.00% per annum and ending on such date that the Shelf Registration
Statement has again become effective or the Prospectus again becomes usable or all the Securities
have become Freely Tradable under the Securities Act.




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




          (f) Each of the Company and the Co-issuer represents, warrants and covenants that after the
Closing Date it (including its agents and representatives) will not prepare, make, use, authorize,
approve or refer to any Free Writing Prospectus.




          3. Registration Procedures.




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





     (i) prepare and file with the SEC a Registration Statement on the appropriate form
under the Securities Act, which form (x) shall be selected by the Issuers and the
Guarantors, (y) shall, in the case of a Shelf Registration, be available for the sale of the
Registrable Securities by the Holders thereof and (z) shall comply as to form in all
material respects with the requirements of the applicable form and include all financial
statements required by the SEC to be filed therewith; and use their reasonable best efforts
to cause such Registration Statement to become effective and remain effective for the
applicable period in accordance with Section 2 hereof;




     (ii) prepare and file with the SEC such amendments and post-effective amendments to
each Registration Statement as may be necessary to keep such Registration Statement
effective for the applicable period in accordance with Section 2 hereof and cause each
Prospectus to be supplemented by any required prospectus supplement and, as so supplemented,
to be filed pursuant to Rule 424 under the Securities Act; and keep each Prospectus current
during the period described in Section 4(3) of and Rule 174 under the Securities Act that is
applicable to transactions by brokers or dealers with respect to the Registrable Securities
or Exchange Securities;




     (iii) in the case of a Shelf Registration, furnish to each Holder of Registrable
Securities, to counsel for the Initial Purchasers, to counsel for such Holders and to each
Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge,
as many copies of each Prospectus or preliminary prospectus, and any amendment or supplement
thereto, as such Holder, counsel or Underwriter may reasonably request in order to
facilitate the sale or other disposition of the Registrable Securities thereunder; and the
Issuers and the Guarantors consent to the use of such Prospectus, preliminary prospectus and any amendment or supplement thereto in accordance with applicable
law by each of the Holders of Registrable Securities and any such Underwriters in connection
with the offering and sale of the Registrable Securities covered by and in the



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manner described in such Prospectus, preliminary prospectus or any amendment or supplement thereto
in accordance with applicable law;




     (iv) use their reasonable best efforts to register or qualify the Registrable
Securities under all applicable state securities or blue sky laws of such jurisdictions as
any Holder of Registrable Securities covered by a Registration Statement shall reasonably
request in writing by the time the applicable Registration Statement becomes effective;
cooperate with such Holders in connection with any filings required to be made with the
Financial Industry Regulatory Authority, Inc.; and do any and all other acts and things that
may be reasonably necessary or advisable to enable each Holder to complete the disposition
in each such jurisdiction of the Registrable Securities owned by such Holder; provided that
neither the Company, the Co-issuer, nor any Guarantor shall be required to (1) qualify as a
foreign corporation or other entity or as a dealer in securities in any such jurisdiction
where it would not otherwise be required to so qualify, (2) file any general consent to
service of process in any such jurisdiction or (3) subject itself to taxation in any such
jurisdiction if it is not so subject;




     (v) notify counsel for the Initial Purchasers and, in the case of a Shelf Registration,
notify each Holder of Registrable Securities and counsel for such Holders promptly and, if
requested by any such Holder or counsel, confirm such advice in writing (1) when a
Registration Statement has become effective, when any post-effective amendment thereto has
been filed and becomes effective and when any amendment or supplement to the Prospectus has
been filed, (2) of any request by the SEC or any state securities authority for amendments
and supplements to a Registration Statement or Prospectus or for additional information
after the Registration Statement has become effective, (3) of the issuance by the SEC or any
state securities authority of any stop order suspending the effectiveness of a Registration
Statement or the initiation of any proceedings for that purpose, including the receipt by
the Issuers of any notice of objection of the SEC to the use of a Shelf Registration
Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the
Securities Act, (4) if, between the applicable effective date of a Shelf Registration
Statement and the closing of any sale of Registrable Securities covered thereby, the
representations and warranties of the Company, the Co-issuer or any Guarantor contained in
any underwriting agreement, securities sales agreement or other similar agreement, if any,
relating to an offering of such Registrable Securities cease to be true and correct in all
material respects or if the Company, the Co-issuer or any Guarantor receives any
notification with respect to the suspension of the qualification of the Registrable
Securities for sale in any jurisdiction or the initiation of any proceeding for such
purpose, (5) of the happening of any event during the period a Registration Statement is
effective that makes any statement made in such Registration Statement or the related
Prospectus untrue in any material respect or that requires the making of any changes in such
Registration Statement or Prospectus in order to make the statements therein not misleading
and (6) of any determination by the Company, the Co-issuer or any Guarantor that a
post-effective amendment to a Registration Statement or any amendment or supplement to the
Prospectus would be appropriate;




     (vi) use their reasonable best efforts to obtain the withdrawal of any order suspending
the effectiveness of a Registration Statement or, in the case of a Shelf Registration,



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the
resolution of any objection of the SEC pursuant to Rule 401(g)(2), including by filing an
amendment to such Shelf Registration Statement on the proper form, at the earliest possible
moment and provide immediate notice to each Holder of the withdrawal of any such order or
such resolution;




     (vii) in the case of a Shelf Registration, furnish to each Holder of Registrable
Securities, without charge, at least one conformed copy of each Registration Statement and
any post-effective amendment thereto (without any documents incorporated therein by
reference or exhibits thereto, unless requested);




     (viii) in the case of a Shelf Registration, cooperate with the Holders of Registrable
Securities to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any restrictive legends and enable such
Registrable Securities to be issued in such denominations and registered in such names
(consistent with the provisions of the Indenture) as such Holders may reasonably request at
least one Business Day prior to the closing of any sale of Registrable Securities;




     (ix) in the case of a Shelf Registration, upon the occurrence of any event contemplated
by Section 3(a)(v)(5) hereof, use their reasonable best efforts to prepare and file with the
SEC a supplement or post-effective amendment to such Shelf Registration Statement or the
related Prospectus or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered (or, to the extent permitted by law, made
available) to purchasers of the Registrable Securities, such Prospectus will not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading; and the Issuers and the Guarantors shall notify the Holders of Registrable
Securities to suspend use of the Prospectus as promptly as practicable after the occurrence
of such an event, and such Holders hereby agree to suspend use of the Prospectus until the
Issuers and the Guarantors have amended or supplemented the Prospectus to correct such
misstatement or omission;




     (x) a reasonable time prior to the filing of any Registration Statement, any
Prospectus, any amendment to a Registration Statement or amendment or supplement to a
Prospectus or of any document that is to be incorporated by reference into a Registration
Statement or a Prospectus after initial filing of a Registration Statement, provide copies
of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf
Registration Statement, to the Holders of Registrable Securities and their counsel) and make
such of the representatives of the Issuers and the Guarantors as shall be reasonably
requested by the Initial Purchasers or their counsel (and, in the case of a Shelf
Registration Statement, the Holders of Registrable Securities or their counsel) available
for discussion of such document; and the Issuers and the Guarantors shall not, at any time
after initial filing of a Registration Statement, use or file any Prospectus, any amendment
of or supplement to a Registration Statement or a Prospectus, or any document that is to be
incorporated by reference into a Registration Statement or a Prospectus, of which the
Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement,
the Holders of Registrable Securities and their counsel) shall not have previously been
advised and furnished a copy or to which the Initial Purchasers or their counsel (and, in
the



11









 






case of a Shelf Registration Statement, the Holders of Registrable Securities or their
counsel) shall object;




     (xi) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as
the case may be, not later than the initial effective date of a Registration Statement;




     (xii) cause the Indenture to be qualified under the Trust Indenture Act in connection
with the registration of the Exchange Securities or Registrable Securities, as the case may
be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as
may be required for the Indenture to be so qualified in accordance with the terms of the
Trust Indenture Act; and execute, and use their reasonable best efforts to cause the Trustee
to execute, all documents as may be required to effect such changes and all other forms and
documents required to be filed with the SEC to enable the Indenture to be so qualified in a
timely manner;




     (xiii) in the case of a Shelf Registration, make available for inspection by a
representative of the Holders of the Registrable Securities (an “Inspector”), any
Underwriter participating in any disposition pursuant to such Shelf Registration Statement,
any attorneys and accountants designated by a majority of the Holders of Registrable
Securities to be included in such Shelf Registration and any attorneys and accountants
designated by such Underwriter, at reasonable times and in a reasonable manner, all
pertinent financial and other records, documents and properties of the Company and its
subsidiaries and of the Co-issuer, and cause the respective officers, directors and
employees of the Company, the Co-issuer and the Guarantors to supply all information
reasonably requested by any such Inspector, Underwriter, attorney or accountant in
connection with a Shelf Registration Statement; provided that if any such information is
identified by the Company, the Co-issuer or any Guarantor as being confidential or
proprietary, each Person receiving such information shall take such actions as are
reasonably necessary to protect the confidentiality of such information to the extent such
action is otherwise not inconsistent with, an impairment of or in derogation of the rights
and interests of any Inspector, Holder or Underwriter);




     (xiv) in the case of a Shelf Registration, use their reasonable best efforts to cause
all Registrable Securities to be listed on any securities exchange or any automated
quotation system on which similar securities issued or guaranteed by the Company, the
Co-issuer or any Guarantor are then listed if requested by the Majority Holders, to the
extent such Registrable Securities satisfy applicable listing requirements;




     (xv) if reasonably requested by any Holder of Registrable Securities covered by a Shelf
Registration Statement, promptly include in a Prospectus supplement or post-effective
amendment such information with respect to such Holder as such Holder reasonably requests to
be included therein and make all required filings of such Prospectus supplement or such
post-effective amendment as soon as the Issuers have received notification of the matters to
be so included in such filing;



12









 






     (xvi) in the case of a Shelf Registration, enter into such customary agreements and
take all such other actions in connection therewith (including those requested by the
Holders of a majority in principal amount of the Registrable Securities covered by the Shelf
Registration Statement) in order to expedite or facilitate the disposition of such
Registrable Securities including, but not limited to, an Underwritten Offering and in such
connection, (1) to the extent possible, make such representations and warranties to the
Holders and any Underwriters of such Registrable Securities with respect to the business of
the Company and its subsidiaries and of the Co-issuer and the Registration Statement,
Prospectus and documents incorporated by reference or deemed incorporated by reference, if
any, in each case, in form, substance and scope as are customarily made by issuers to
underwriters in underwritten offerings and confirm the same if and when requested, (2)
obtain opinions of counsel to the Issuers and the Guarantors (which counsel and opinions, in
form, scope and substance, shall be reasonably satisfactory to the Holders and such
Underwriters and their respective counsel) addressed to each selling Holder and Underwriter
of Registrable Securities, covering the matters customarily covered in opinions requested in
underwritten offerings, (3) obtain “comfort” letters from the independent certified public
accountants of the Issuers and the Guarantors (and, if necessary, any other certified public
accountant of any subsidiary of the Company, the Co-issuer or any Guarantor, or of any
business acquired by the Company, the Co-issuer or any Guarantor for which financial
statements and financial data are or are required to be included in the Registration
Statement) addressed to each selling Holder (to the extent permitted by applicable
professional standards) and Underwriter of Registrable Securities, such letters to be in
customary form and covering matters of the type customarily covered in “comfort” letters in
connection with underwritten offerings, including but not limited to financial information
contained in any preliminary prospectus or Prospectus and (4) deliver such documents and
certificates as may be reasonably requested by the Holders of a majority in principal amount
of the Registrable Securities being sold or the Underwriters, and which are customarily
delivered in underwritten offerings, to evidence the continued validity of the
representations and warranties of the Company, the Co-issuer and the Guarantors made
pursuant to clause (1) above and to evidence compliance with any customary conditions
contained in an underwriting agreement; and




     (xvii) so long as any Registrable Securities remain outstanding, cause each Additional
Guarantor upon the creation or acquisition by the Company of such Additional Guarantor, to
execute a counterpart to this Agreement in the form attached hereto as Annex A and to
deliver such counterpart, together with an opinion of counsel as to the enforceability
thereof against such entity, to the Initial Purchasers no later than five Business Days
following the execution thereof.



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




          (c) In the case of a Shelf Registration Statement, each Holder of Registrable Securities
covered in such Shelf Registration Statement agrees that, upon receipt of any notice from the
Issuers and the Guarantors of the happening of any event of the kind described in




13









 







Section 3(a)(v)(3) or 3(a)(v)(5) hereof, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to the Shelf Registration Statement until such Holder’s receipt of
the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(ix) hereof and,
if so directed by the Issuers and the Guarantors, such Holder will deliver to the Issuers and the
Guarantors all copies in its possession, other than permanent file copies then in such Holder’s
possession, of the Prospectus covering such Registrable Securities that is current at the time of
receipt of such notice.




          (d) If the Issuers and the Guarantors shall give any notice to suspend the disposition of
Registrable Securities pursuant to a Registration Statement, the Issuers and the Guarantors shall
extend the period during which such Registration Statement shall be maintained effective pursuant
to this Agreement by the number of days during the period from and including the date of the giving
of such notice to and including the date when the Holders of such Registrable Securities shall have
received copies of the supplemented or amended Prospectus necessary to resume such dispositions.
The Issuers and the Guarantors may give any such notice only twice during any 365-day period and
any such suspensions shall not exceed 30 days for each suspension and there shall not be more than
two suspensions in effect during any 365-day period.




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




          4. Participation of Broker-Dealers in Exchange Offer.




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




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




          (b) In light of the above, and notwithstanding the other provisions of this Agreement, the
Issuers and the Guarantors agree to amend or supplement the Prospectus contained in the Exchange
Offer Registration Statement for a period of up to 180 days after the




14









 







last Exchange Date (as such period may be extended pursuant to Section 3(d) of this
Agreement), in order to expedite or facilitate the disposition of any Exchange Securities by
Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a)
above. The Issuers and the Guarantors further agree that Participating Broker-Dealers shall be
authorized to deliver such Prospectus (or, to the extent permitted by law, make available) during
such period in connection with the resales contemplated by this Section 4.




          (c) The Initial Purchasers shall have no liability to the Company, the Co-issuer, any
Guarantor or any Holder with respect to any request that they may make pursuant to Section 4(b)
above.




          5. Indemnification and Contribution.




          (a) The Company, the Co-issuer and each Guarantor, jointly and severally, agree to indemnify
and hold harmless each Initial Purchaser and each Holder, their respective affiliates, directors
and officers and each Person, if any, who controls any Initial Purchaser or any Holder within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any
and all losses, claims, damages and liabilities (including, without limitation, legal fees and
other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as
such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1)
any untrue statement or alleged untrue statement of a material fact contained in any Registration
Statement or any omission or alleged omission to state therein a material fact required to be
stated therein or necessary in order to make the statements therein not misleading, or (2) any
untrue statement or alleged untrue statement of a material fact contained in any Prospectus, any
Free Writing Prospectus used in violation of this Agreement or any “issuer information” (“Issuer
Information”) filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or
any omission or alleged omission to state therein a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading,
in each case except insofar as such losses, claims, damages or liabilities arise out of, or are
based upon, any untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with any information relating to any Initial Purchaser or
information relating to any Holder furnished to the Company in writing through JPMorgan or any
selling Holder, respectively expressly for use therein. In connection with any Underwritten
Offering permitted by Section 3, the Issuers and the Guarantors, jointly and severally, will also
indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry
professionals participating in the distribution, their respective affiliates and each Person who
controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same
extent as provided above with respect to the indemnification of the Holders, if requested in
connection with any Registration Statement, any Prospectus, any Free Writing Prospectus or any
Issuer Information.




          (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company,
the Co-issuer, the Guarantors, the Initial Purchasers and the other selling Holders, the directors
of the Company, the Co-issuer and the Guarantors, each officer of the Company, the Co-issuer and
the Guarantors who signed the Registration Statement and each Person, if any, who controls the
Company, the Co-issuer, the Guarantors, any Initial Purchaser and any other selling Holder within
the meaning of Section 15 of the Securities Act or Section 20 of




15









 







the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but
only with respect to any losses, claims, damages or liabilities that arise out of, or are based
upon, any untrue statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with any information relating to such Holder furnished to the Company in
writing by such Holder expressly for use in any Registration Statement and any Prospectus.




          (c) If any suit, action, proceeding (including any governmental or regulatory investigation),
claim or demand shall be brought or asserted against any Person in respect of which indemnification
may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”)
shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying
Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve
it from any liability that it may have under this Section 5 except to the extent that it has been
materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure;
and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from
any liability that it may have to an Indemnified Person otherwise than under this Section 5. If
any such proceeding shall be brought or asserted against an Indemnified Person and it shall have
notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably
satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled
to indemnification pursuant to this Section 5 that the Indemnifying Person may designate in such
proceeding and shall pay the fees and expenses of such proceeding and shall pay the fees and
expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any
Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of
such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person
and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person
has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified
Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal
defenses available to it that are different from or in addition to those available to the
Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded
parties) include both the Indemnifying Person and the Indemnified Person and representation of both
parties by the same counsel would be inappropriate due to actual or potential differing interests
between them. It is understood and agreed that the Indemnifying Person shall not, in connection
with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and
expenses of more than one separate firm (in addition to any local counsel) for all Indemnified
Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such
separate firm (x) for any Initial Purchaser, its affiliates, directors and officers and any control
Persons of such Initial Purchaser shall be designated in writing by JPMorgan, (y) for any Holder,
its directors and officers and any control Persons of such Holder shall be designated in writing by
the Majority Holders and (z) in all other cases shall be designated in writing by the Company. The
Indemnifying Person shall not be liable for any settlement of any proceeding effected without its
written consent, but if settled with such consent or if there be a final judgment for the
plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any
loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing
sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person
reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this
paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than 30 days after receipt
by the Indemnifying Person of such request and (ii) the




16









 







Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the
date of such settlement. No Indemnifying Person shall, without the written consent of the
Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of
which any Indemnified Person is or could have been a party and indemnification could have been
sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional
release of such Indemnified Person, in form and substance reasonably satisfactory to such
Indemnified Person, from all liability on claims that are the subject matter of such proceeding and
(B) does not include any statement as to or any admission of fault, culpability or a failure to act
by or on behalf of any Indemnified Person.




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




          (e) The Issuers, the Guarantors and the Holders agree that it would not be just and equitable
if contribution pursuant to this Section 5 were determined by pro rata allocation (even if the
Holders were treated as one entity for such purpose) or by any other method of allocation that does
not take account of the equitable considerations referred to in paragraph (d) above. The amount
paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities
referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses incurred by such Indemnified Person in connection with any such
action or claim. Notwithstanding the provisions of this Section 5, in no event shall a Holder be
required to contribute any amount in excess of the amount by which the total price at which the
Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such
Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant
to this Section 5 are several and not joint.




17









 








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




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




          6. General.




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




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




          (c) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier
guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such
Holder to the Company by means of a notice given in accordance with the provisions of this Section
6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in
the Purchase Agreement; (ii) if to the Issuers and the Guarantors, initially at the Company’s
address set forth in the Purchase Agreement and thereafter at such other address, notice of which
is given in accordance with the provisions of this Section 6(c); and (iii) to such other persons at
their respective addresses as provided in the Purchase Agreement and thereafter at such other
address, notice of which is given in accordance with the provisions of this Section 6(c). All such
notices and communications shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if
mailed; when answered back, if telexed; when receipt is acknowledged, if




18









 







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.




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




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




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




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




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




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




19









 








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




	 	 	 	 	 	 	 
	 	 	ATLAS ENERGY OPERATING COMPANY, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Matthew A. Jones	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	ATLAS ENERGY FINANCE CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Matthew A. Jones	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	ATLAS ENERGY RESOURCES, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Matthew A. Jones	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	THE ENTITIES LISTED ON SCHEDULE 1 HERETO	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Matthew A. Jones	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 






20









 






	 	 	 	 	 	 	 
	Confirmed and accepted as of the date first above written:	 	 
	 
	 	 	 	 	 	 
	J.P. MORGAN SECURITIES INC.	 	 
	 
	 	 	 	 	 	 
	For itself and on behalf of the	 	 
	several

	 	Initial Purchasers	 	 	 	 
	 
	 	 	 	 	 	 
	By
	 	 	 	 	 	 
	 
	 	 	 	 
	Authorized Signatory	 	 	 	 






21









 






Annex A




Counterpart to Registration Rights Agreement




          The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as
defined in the Registration Rights Agreement, dated as of January 23, 2008 by and among the
Company, a Delaware limited liability company, the Co-issuer, a Delaware corporation, the
guarantors party thereto and J.P. Morgan Securities Inc., on behalf of itself and the other Initial
Purchasers) to be bound by the terms and provisions of such Registration Rights Agreement.




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




	 	 	 	 	 	 	 
	 

	 	[NAME]
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






 









 






Schedule 1




AER PIPELINE CONSTRUCTION, INC.

AIC, LLC

ATLAS AMERICA, LLC

ATLAS GAS & OIL COMPANY, LLC

ATLAS NOBLE LLC

ATLAS ENERGY MICHIGAN, LLC

ATLAS ENERGY OHIO, LLC

ATLAS RESOURCES, LLC

REI-NY, LLC.

RESOURCE ENERGY, LLC

RESOURCE WELL SERVICES, LLC

VIKING RESOURCES, LLC

WESTSIDE PIPELINE COMPANY LLC