Registration Rights Agreement



 Exhibit 4.3 
  
 EXECUTION COPY 
  
 REGISTRATION RIGHTS AGREEMENT 
  
 Dated May 18, 2004 
  
 between

  
 DA-LITE SCREEN COMPANY, INC. 
  
 and 
  
 MORGAN STANLEY & CO. INCORPORATED 
  









 REGISTRATION RIGHTS AGREEMENT 
  
 THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of May 18, 2004, between
DA-LITE SCREEN COMPANY, INC., an Indiana corporation (the “Company”) and MORGAN STANLEY & CO. INCORPORATED (the “Placement Agent”). 
  
 This Agreement is made pursuant to the Purchase Agreement dated May 13, 2004, between the Company and the Placement Agent
(the “Purchase Agreement”), which provides for the sale by the Company to the Placement Agent of an aggregate of $160,000,000 principal amount of the Company’s 91⁄2% Senior Notes Due 2011 (the “Securities”).
In order to induce the Placement Agent to enter into the Purchase Agreement, the Company has agreed to provide to the Placement Agent and its direct and indirect transferees the registration rights set forth in this Agreement. The execution 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 capitalized defined terms shall have the following meanings: 
  
 “1933 Act” shall mean the Securities Act of 1933, as amended from time to time. 
  
 “1934 Act” shall mean the Securities
Exchange Act of 1934, as amended from time to time. 
  
 “Additional Interest” shall have the meaning set forth in Section 2(d). 
  
 “Closing Date” shall mean the Closing Date as defined in the Purchase Agreement. 
  
 “Company” shall have the meaning set forth
in the preamble and shall also include the Company’s successors. 
  
 “Exchange Offer” shall mean the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof. 
  
 “Exchange Offer Registration” shall mean a
registration under the 1933 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, all exhibits thereto and all material incorporated by reference therein. 
  









 “Exchange Securities” shall mean securities issued by the Company under
the Indenture containing terms identical to the Securities (except that the Exchange Securities will not contain restrictions on transfer) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer.

  
 “Filing Date” means with
respect to the Shelf Registration Statement required to be filed pursuant to Section 2(b)(iii), the 60th day after
the delivery of an opinion of counsel pursuant to Section 2(b)(iii). 
  
 “Holder” shall mean the Placement Agent, for so long as it owns any Registrable Securities, and each of its successors, assigns and direct and indirect transferees who become registered owners of
Registrable Securities under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term “Holder” shall include Participating Broker-Dealers (as defined in Section 4(a)). 
  
 “Indenture” shall mean the Indenture
relating to the Securities dated as of May 18, 2004 between the Company and Wilmington Trust Company, as trustee, and as the same may be amended from time to time in accordance with the terms thereof. 
  
 “Majority Holders” shall mean the Holders
of a majority of the aggregate principal amount of outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities
held by the Company or any of its affiliates (as such term is defined in Rule 405 under the 1933 Act) (other than the Placement Agent or subsequent Holders of Registrable Securities if such subsequent holders are deemed to be such affiliates solely
by reason of their holding of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount. 
  
 “Participating Broker-Dealer” shall have
the meaning set forth in Section 4. 
  
 “Person” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. 
  
 “Placement Agent” shall have the meaning
set forth in the preamble. 
  
 “Prospectus” shall mean the prospectus included in 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 all material
incorporated by reference therein. 
  
 “Purchase Agreement” shall have the meaning set forth in the preamble. 
  
 “Registrable Securities” shall mean the Securities; provided, however, that the Securities shall cease to
be Registrable Securities (i) when a Registration Statement with respect 

  

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to such Securities shall have been declared effective under the 1933 Act and such Securities shall have been disposed of pursuant to such Registration
Statement, (ii) when a Shelf Registration Statement with respect to the Securities shall have been declared effective under the 1933 Act and such Securities shall have been disposed of pursuant to such Shelf Registration Statement, (iii) when such
Securities have been sold to the public pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the 1933 Act or (iv) when such Securities shall have ceased to be outstanding. 
  
 “Registration Expenses” shall mean any and
all expenses incident to performance of or compliance by the Company with this Agreement, including, without limitation: (i) all SEC, stock exchange or National Association of Securities Dealers, 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 of the 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, any amendments or supplements thereto, any
underwriting agreements, securities sales agreements and other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture
under applicable securities laws, (vi) the reasonable fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and, in the case of a Shelf Registration Statement, the reasonable 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 Placement Agent) and (viii) the fees and disbursements of the independent public accountants of the
Company, including the expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance, 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 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 Company 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, all exhibits thereto and all material incorporated by reference therein. 
  
 “SEC” shall mean the United States Securities and Exchange Commission. 
  
 “Securities” shall have the meaning set
forth in the preamble. 
  
 “Shelf
Registration” shall mean a registration effected pursuant to Section 2(b) hereof. 
  
 “Shelf Registration Statement” shall mean a “shelf” registration statement of the Company pursuant to the
provisions of Section 2(b) of this Agreement which covers all of the Registrable Securities (but no other securities unless approved by the Holders whose Registrable Securities are covered by such Shelf Registration Statement) on an appropriate form
under Rule 

  

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415 under the 1933 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, all exhibits thereto and all material incorporated by reference therein. 
  
 “Trustee” shall mean the trustee with respect to the Securities under the Indenture. 
  
 “Underwriter” shall have the meaning set
forth in Section 3 hereof. 
  
 “Underwritten Registration” or “Underwritten Offering” shall mean a registration in which Registrable Securities are sold to an Underwriter for reoffering to the public. 
  
 2. Registration Under the 1933 Act. 
  
 (a) To the extent not prohibited by any applicable law or
applicable interpretation of the Staff of the SEC, the Company shall use its reasonable best efforts to cause to be filed an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable
Securities for Exchange Securities and to have such Registration Statement remain effective until the closing of the Exchange Offer. The Company shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement has been
declared effective by the SEC and use its reasonable best efforts to have the Exchange Offer consummated not later than 60 days after such effective date. 
  
 The Company shall commence the Exchange Offer by mailing the related exchange offer Prospectus and accompanying documents to each Holder
stating, in addition to such other disclosures as are required by applicable law: 
  
 (i) that the Exchange Offer is being made pursuant to this Registration Rights Agreement and that all Registrable Securities validly
tendered 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 Registration Rights Agreement; 
  
 (iv) that Holders electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to surrender such Registrable Security, together with the enclosed letters of transmittal, to the
institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice prior to the close of business on the last Exchange Date; and 
  
 (v) that Holders will be entitled to withdraw their election, not later than the close of business on the
last Exchange Date, by 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 

  

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Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing his election to have such
Securities exchanged. 
  
 As soon as practicable
after the last Exchange Date, the Company shall: 
  
 (i) accept for exchange Registrable Securities or portions thereof tendered and not validly 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 Company and issue, and cause the Trustee to promptly authenticate and mail to each Holder, an Exchange Security equal in principal amount to the principal amount of the Registrable Securities surrendered by such Holder. 

 
 The Company shall use its reasonable best efforts to
complete the Exchange Offer as provided above and shall comply with the applicable requirements of the 1933 Act, the 1934 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 applicable law or any applicable interpretation of the Staff of the SEC. The Company shall inform the Placement Agent of the names and addresses of the Holders to whom the Exchange
Offer is made, and the Placement Agent shall have the right, subject to applicable law, to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. 
  
 Each Holder participating in the Exchange Offer shall be
required to represent to the Company that (i) any Exchange Securities received by such Holder will be acquired in the ordinary course of business, (ii) at the time of the commencement of the Exchange Offer, such Holder had no arrangements or
understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the 1933 Act, (iii) such Holder is not an “affiliate,” as defined in Rule 405 of the 1933 Act, of the
Company or if it is an affiliate, such Holder will comply with the registration and prospectus delivery requirement of the 1933 Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend
to engage in, the distribution of the Exchange Securities and (v) if such Holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired as a result of market-making
activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 
  
 (b) In the event that (i) the Company determines that the Exchange Offer Registration provided for in
Section 2(a) above is not available or may not be consummated as soon as practicable after the last Exchange Date because it would violate applicable law or the applicable interpretations of the Staff of the SEC, (ii) the Exchange Offer is not for
any other reason consummated within 210 days of the Closing Date or (iii) the Exchange Offer has been completed and in the opinion of counsel for the Placement Agent a Registration Statement must be filed and a Prospectus must be delivered by the
Placement Agent in connection with any offering or sale of Registrable Securities, the Company shall use its reasonable best efforts to cause to be filed as soon as practicable after such determination, date or notice of such opinion of 

  

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counsel is given to the Company, as the case may be, a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable
Securities and to have such Shelf Registration Statement declared effective by the SEC; provided, however, that the Company’s obligation to file a Shelf Registration Statement pursuant to clause (ii) above shall terminate immediately upon the
consummation of an Exchange Offer. 
  
 In the
event the Company is required to file a Shelf Registration Statement solely as a result of the matters referred to in clause (iii) above, the Company shall use its reasonable best efforts to file and have declared effective by the SEC both an
Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement pursuant to clause (iii) above (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 Placement Agent after completion of the Exchange Offer. 
  
 The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective until the expiration
of the period referred to in Rule 144(k) with respect to the Registrable Securities or such shorter period that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf
Registration Statement. The Company further agrees to supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration
Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to information relating to such Holder, and to use its reasonable best efforts to cause any such
amendment to become effective and such Shelf Registration Statement to become usable as soon as thereafter practicable. The Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after
its being used or filed with the SEC. 
  
 (c) The
Company shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a) and Section 2(b). Each Holder shall pay all underwriting discounts and 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 or 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; provided, however, that, if, after it has been declared effective, the offering of Registrable Securities pursuant to a Shelf
Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period of
such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. As provided for in the Indenture, in the event the Exchange Offer is not consummated and the Shelf Registration Statement is
not declared effective as set forth below, then, the interest rate on the Securities will be increased (the “Additional Interest”) as follows: 
  

(i) if (A) neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has been filed with the SEC on or prior
to the 60th day after the 

  

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Closing Date or (B) the Company is required to file a Shelf Registration Statement pursuant to Section 2(b)(iii) hereof and such Shelf Registration Statement
is not filed on or prior to the Filing Date applicable thereto then, commencing on the day after either such 60th day in the case of clause (A) or such Filing Date in the case of clause (B), Additional Interest shall accrue on the principal amount
of the Registrable Securities at a rate of 0.25% per annum for the first 90 days immediately following thereafter, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
or 
  
 (ii) if (A) neither the Exchange Offer
Registration Statement nor a Shelf Registration Statement is declared effective by the SEC on or prior to the 180th day after the Closing Date or (B) the Company is required to file a Shelf Registration Statement pursuant to Section 2(b)(iii) hereof
and such Shelf Registration Statement is not declared effective by the SEC on or prior to the 90th day following the Filing Date applicable thereto then, commencing on the day after either such 180th day in the case of Clause (A) or the 90th day
following the Filing Date in the case of Clause (B), Additional Interest shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days immediately following thereafter, and such Additional
Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or 
  
 (iii) if (A) the Company has not exchanged Exchange Notes for all Securities validly tendered in accordance with the terms of the Exchange
Offer on or prior to the 210th day after the Closing Date or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the second anniversary of
the Closing Date or, if earlier, the date when all Securities have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Registrable Securities at a rate of .25% per annum for the first 90 days commencing
on (x) the 211th day after the Closing Date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.25% per
annum at the beginning of each subsequent 90-day period; 
  
 provided,
however, that, in each instance the Additional Interest rate on the Securities may not exceed in the aggregate 1.0% per annum; provided further, however, that (1) upon the filing of the Exchange Offer
Registration Statement or a Shelf Registration Statement (in the case of clause (a) above), (2) upon the effectiveness of the Exchange Offer Registration or a Shelf Registration Statement (in the case of clause (b) above), or (3) upon the exchange
of Exchange Notes for all Registrable Securities tendered (in the case of clause (c)(A) above), or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (c)(B) above), Additional
Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. 
  
 (e) Without limiting the remedies available to the Placement Agent and the Holders, the Company acknowledges that any failure by the
Company to comply with its obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Placement Agent or the Holders for which there is no adequate remedy at law, that it will not 

  

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be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Placement Agent or any Holder may obtain such
relief as may be required to specifically enforce the Company’s obligations under Section 2(a) and Section 2(b) hereof. 
  
 3. Registration Procedures. 
  
 In connection with the obligations of the Company with respect to the Registration Statements pursuant to Section 2(a) and Section 2(b)
hereof, the Company shall as expeditiously as possible: 
  
 (a) prepare and file with the SEC a Registration Statement on the appropriate form under the 1933 Act, which form (x) shall be selected by the Company and (y) shall, in the case of a Shelf Registration, be available
for the sale of the Registrable Securities by the selling 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 its best efforts to cause such Registration Statement to become effective and remain effective in accordance with Section 2 hereof; 
  
 (b) 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 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 1933 Act; to keep each Prospectus
current during the period described under Section 4(3) and Rule 174 under the 1933 Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities; 
  
 (c) in the case of a Shelf Registration, furnish to each
Holder of Registrable Securities, to counsel for the Placement Agent, to counsel for the Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, including each
preliminary Prospectus, and any amendment or supplement thereto and such other documents as such Holder or Underwriter may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Securities; and the Company
consents to the use of such Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the selling Holders of Registrable Securities and any such Underwriters in connection with the offering and sale of the
Registrable Securities covered by and in the manner described in such Prospectus or any amendment or supplement thereto in accordance with applicable law; 
  
 (d) use its 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 is declared effective by the SEC, to cooperate
with such Holders in connection with any filings required to be made with the National Association of Securities Dealers, Inc. and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder to
consummate the disposition in each such jurisdiction of such Registrable Securities owned by such Holder; provided, however, that the Company shall not be required to (i) qualify as a foreign corporation or as a 

  

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dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (ii) file any general consent to
service of process or (iii) subject itself to taxation in any such jurisdiction if it is not so subject; 
  
 (e) in the case of a Shelf Registration, notify each Holder of Registrable Securities, counsel for the Holders and counsel for the
Placement Agent promptly and, if requested by any such Holder or counsel, confirm such advice in writing (i) when a Registration Statement has become effective and when any post-effective amendment thereto has been filed and becomes effective, (ii)
of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement and Prospectus or for additional information after the Registration Statement has become effective, (iii) 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, (iv) if, between the effective date of a Registration Statement and the closing
of any sale of Registrable Securities covered thereby, the representations and warranties of the Company contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to the offering cease to be
true and correct in all material respects or if the Company 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, (v) of the happening of any event during the period a Shelf Registration Statement is effective which makes any statement made in such Registration Statement or the related Prospectus untrue in any material respect or which requires the
making of any changes in such Registration Statement or Prospectus in order to make the statements therein not misleading and (vi) of any determination by the Company that a post-effective amendment to a Registration Statement would be appropriate;

  
 (f) make every reasonable effort to obtain
the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible moment and provide immediate notice to each Holder of the withdrawal of any such order; 
  
 (g) 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 documents incorporated therein by reference or exhibits thereto, unless requested), unless
such documents have been made publicly available on the SEC’s “EDGAR” website; 
  
 (h) in the case of a Shelf Registration, cooperate with the selling 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 in such denominations (consistent with the provisions of the Indenture) and registered
in such names as the selling Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities; 
  
 (i) in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(e)(v) hereof, use its reasonable best
efforts to prepare and file with the SEC a supplement or post-effective amendment to a Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required 

  

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document so that, as thereafter delivered to the 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 light of the circumstances under which they were made, not misleading. The Company agrees to notify the Holders to suspend use of the Prospectus as promptly
as practicable after the occurrence of such an event, and the Holders hereby agree to suspend use of the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission; 
  
 (j) 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, provide copies of such document to the Placement Agent and its counsel (and, in the case of a Shelf Registration Statement,
the Holders and their counsel), and shall not at any time file or make any amendment to the Registration Statement, any Prospectus or any amendment of or supplement to a Registration Statement or a Prospectus, of which the Placement Agent and its
counsel (and, in the case of a Shelf Registration Statement, the Holders and their counsel) shall not have previously been advised and furnished a copy or to which the Placement Agent or its counsel (and, in the case of a Shelf Registration
Statement, the Holders or their counsel) shall reasonably object; 
  
 (k) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the effective date of a Registration Statement; 
  
 (l) cause the Indenture to be qualified under the Trust
Indenture Act of 1939, as amended (the “TIA”), 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 TIA and execute, and use its 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; 
  
 (m) in the case of a Shelf Registration, make available for inspection by a representative of the Holders of the Registrable Securities,
any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, and attorneys and accountants designated by the Holders, at reasonable times and in a reasonable manner, all financial and other records, pertinent
documents and properties of the Company, and cause the respective officers, directors and employees of the Company to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with a
Shelf Registration Statement; provided, however, that the foregoing inspection and gathering of information shall be coordinated, on behalf of any Underwriter, by such Underwriter and, on behalf of the other parties, by one counsel designated by and
on behalf of such other parties; and provided further that such persons shall first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company as confidential at the time of delivery of such
information shall be kept confidential by such persons unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is
required by law (including any disclosure requirements pursuant to federal securities laws in connection with 

  

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the filing of the Shelf Registration Statement or the use of any Prospectus thereunder), (iii) such information becomes generally available to the public
other than as a result of disclosure, directly or indirectly, or failure to safeguard by any such person, or (iv) such information becomes available to any such person on a non-confidential basis from a source other than the Company and such source
is not bound by a confidentiality agreement or other obligation not to disclose such information; 
  
 (n) use its reasonable best efforts to confirm that the rating of the Registrable Securities will apply to the Exchange Securities;

  
 (o) if reasonably requested by any Holder of
Registrable Securities covered by a Registration Statement, (i) promptly incorporate 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
(ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon as the Company has received notification of the matters to be incorporated in such filing; and 
  
 (p) 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 of the Registrable Securities being sold) in order to expedite or facilitate the disposition of such Registrable
Securities including, but not limited to, an Underwritten Offering and in such connection, (i) 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, 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, (ii) obtain opinions of counsel to the Company (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, (iii) obtain “cold comfort”
letters from the independent certified public accountants of the Company (and, if necessary, any other certified public accountant of any subsidiary of the Company, or of any business acquired by the Company for which financial statements and
financial data are or are required to be included in the Registration Statement) addressed to each selling Holder and Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in
“cold comfort” letters in connection with underwritten offerings, and (iv) deliver such documents and certificates as maybe 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 made pursuant to clause (i) above and to evidence compliance with any customary
conditions contained in an underwriting agreement. 
  
 In the case of a Shelf Registration Statement, the Company may require each Holder of Registrable Securities to furnish to the Company such information regarding the Holder and the proposed distribution by such Holder of such Registrable
Securities as the 

  

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Company may from time to time reasonably request in writing, and each Holder agrees to provide such information to the Company. 
  
 In the case of a Shelf Registration Statement, each Holder
agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e)(v) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to a Registration Statement
until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(i) hereof, and, if so directed by the Company, such Holder will deliver to the Company (at its expense) all copies in its possession,
other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. If the Company shall give any such notice to suspend the disposition of
Registrable Securities pursuant to a Registration Statement, the Company shall extend the period during which the 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 shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions. Any such suspensions may not exceed 60 days for
each suspension and there may not be more than two suspensions in effect during any 365 day period. 
  
 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 banker or investment bankers and manager or managers (the “Underwriters”) that will administer the offering will be selected by the Majority Holders of
the Registrable Securities included in such offering. 
  
 4.
Participation of Broker-Dealers in Exchange Offer. 
  
 (a) The Staff of the SEC 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 1933 Act and must deliver a prospectus meeting the requirements of the
1933 Act in connection with any resale of such Exchange Securities. 
  
 The Company understands 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 to satisfy their prospectus delivery obligation under the 1933 Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the 1933 Act. 
  
 (b) In light of the above, notwithstanding the other
provisions of this Agreement, the Company agrees that the provisions of this Agreement as they relate to a Shelf Registration shall also apply to an Exchange Offer Registration to the extent, and with such reasonable modifications thereto as may be,
reasonably requested by the Placement Agent or by 

  

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one or more Participating Broker-Dealers, in each case as provided in clause (ii) below, 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; provided that: 
  
 (i) the Company shall not be required to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement, as
would otherwise be contemplated by Section 3(i), for a period exceeding 180 days after the last Exchange Date (as such period may be extended pursuant to the penultimate paragraph of Section 3 of this Agreement) and Participating Broker-Dealers
shall not be authorized by the Company to deliver and shall not deliver such Prospectus after such period in connection with the resales contemplated by this Section 4; and 
  
 (ii) the application of the Shelf Registration procedures set forth in Section 3 of this Agreement to an
Exchange Offer Registration, to the extent not required by the positions of the Staff of the SEC or the 1933 Act and the rules and regulations thereunder, will be in conformity with the reasonable request to the Company by the Placement Agent or
with the reasonable request in writing to the Company by one or more broker-dealers who certify to the Placement Agent and the Company in writing that they anticipate that they will be Participating Broker-Dealers; and provided further
that, in connection with such application of the Shelf Registration procedures set forth in Section 3 to an Exchange Offer Registration, the Company shall (x) be obligated to deal only with one entity representing the Participating Broker-Dealers,
which shall be Morgan Stanley & Co. Incorporated unless it elects not to act as such representative, (y) be obligated to pay the fees and expenses of only one counsel representing the Participating Broker-Dealers, which shall be counsel to the
Placement Agent unless such counsel elects not to so act and (z) shall not be obligated to cause to be delivered any (A) “cold comfort” letters with respect to any applicable Prospectus or otherwise as provided in section 3(p)(iii) above,
or (B) any opinions of counsel to the Company as otherwise provided in section 3(p)(ii) above. 
  
 (c) The Placement Agent shall have no liability to the Company or any Holder with respect to any request that it may make pursuant to
Section 4(b) above. 
  
 5. Indemnification and
Contribution. 
  
 (a) The Company agrees to
indemnify and hold harmless the Placement Agent, each Holder and each Person, if any, who controls the Placement Agent or any Holder within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, or is under common control
with, or is controlled by, the Placement Agent or any Holder, from and against all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred by the Placement Agent, any Holder or any such
controlling or affiliated Person in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto)
pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, or caused by 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, or 

  

 13 








 
caused by any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading,
except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to the Placement Agent or any Holder furnished to the Company
in writing through Morgan Stanley & Co. Incorporated or any selling Holder expressly for use therein, provided, however, that with respect to any untrue statement or omission of any material fact made in any preliminary Prospectus, the indemnity
contained in this Section 5(a) shall not inure to the benefit of any Placement Agent of any Holder from whom the Person asserting any such loss, claim, damage or liability purchased the securities concerned, or any Person controlling the Placement
Agent or Holder, to the extent that any such loss, claim, damage or liability occurred under conditions whereby (i) the Company had previously furnished copies of the final Prospectus to such Placement Agent or Holder in a timely manner, (ii)
delivery of the final Prospectus was required by the 1933 Act to be made to such Person, (iii) the untrue statement or omission of a material fact contained in the preliminary Prospectus was corrected in the final Prospectus, and (iv) there was not
sent or given to such Person, at or prior to the written confirmation of the sale of such securities to such Person, a copy of the final Prospectus. In connection with any Underwritten Offering permitted by Section 3, the Company will also indemnify
the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the 1933 Act and the
1934 Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement. 
  

(b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Placement Agent and the other
selling Holders, and each of their respective directors, officers who sign the Registration Statement and each Person, if any, who controls the Company, the Placement Agent and any other selling Holder within the meaning of either Section 15 of the
1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the Company to the Placement Agent and the Holders, but only with reference to information relating to such Holder furnished to the Company in writing by such
Holder expressly for use in any Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto). 
  
 (c) In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which
indemnity may be sought pursuant to either paragraph (a) or paragraph (b) above, such Person (the “indemnified party”) shall promptly notify the Person against whom such indemnity may be sought (the “indemnifying
party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may
designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the reasonable fees and
expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such 

  

 14 








 
counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and
representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings
in the same jurisdiction, be liable for (a) the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for the Placement Agent and all Persons, if any, who control the Placement Agent within the meaning of
either Section 15 of the 1933 Act or Section 20 of the 1934 Act, (b) the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement
and each Person, if any, who controls the Company within the meaning of either such Section and (c) the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all Holders and all Persons, if any, who
control any Holders within the meaning of either such Section, and that all such fees and expenses shall be reimbursed as they are incurred. In such case involving the Placement Agent and Persons who control the Placement Agent, such firm shall be
designated in writing by Morgan Stanley & Co. Incorporated. In such case involving the Holders and such Persons who control Holders, such firm shall be designated in writing by the Majority Holders. In all other cases, such firm shall be
designated by the Company. The indemnifying party 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
party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any
pending or threatened proceeding in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of such proceeding. 
  
 (d) If the indemnification provided for in paragraph (a) or paragraph (b) of this Section 5 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in
connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Holders 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 by the Holders and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Holders’ respective obligations to contribute pursuant to this Section 5(d) are several in proportion to the respective principal
amount of Registrable Securities of such Holder that were registered pursuant to a Registration Statement. 
  
 (e) The Company and each Holder agree that it would not be just or equitable if contributions pursuant to this Section 5 were determined
by pro rata allocation or by any other 

  

 15 








 
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 party 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 reasonably incurred by such
indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5, no Holder shall be required to indemnify or contribute any amount in excess of the amount by which the total
price at which Registrable Securities were 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 1933 Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 5 are
not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. 
  
 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 Placement Agent, any Holder or any Person controlling any Placement Agent or any Holder, or by or on behalf of the Company, its officers or directors or any
Person controlling the Company, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement. 
  
 6. Miscellaneous. 
  
 (a) No inconsistent Agreements. The Company has not entered into, and on or after the date of this Agreement will not enter into,
any agreement which is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. 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 other issued and outstanding securities under any such agreements. 
  
 (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company has 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, however, 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. 
  
 (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 Placement Agent, the address set forth in the Purchase Agreement; and (ii) if to the Company, initially at the 

  

 16 








 
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). 
  
 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 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. 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 of 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 Placement Agent (in its capacity as Placement
Agent) shall have no liability or obligation to the Company 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) Placements and Sales of Securities. The Company
shall not, and shall use reasonable efforts to cause its affiliates (as defined in Rule 405 under the 1933 Act) not to, purchase and then resell or otherwise transfer any Securities. 
  
 (f) Third Party Beneficiary. The Holders shall be third party beneficiaries to the agreements made
hereunder between the Company, on the one hand, and the Placement Agent, 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 Holders hereunder. 
  
 (g)
Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute
one and the same agreement. 
  
 (h)
Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 
  
 (i) Governing Law. This Agreement shall be governed by the laws of the State of New York. 
  

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 (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. 
  

 18 








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

  

			
	 DA-LITE SCREEN COMPANY, INC.

		
	By	 	/s/    RICHARD E. LUNDIN        
	 Name:
	 	Richard E. Lundin
	 Title:
	 	Chairman, President and Chief Executive Officer


  
 Confirmed and accepted as of the
date first above written: 
  

			
	 MORGAN STANLEY & CO. INCORPORATED

		
	By	 	/s/    TREVOR BURGESS        
	 Name:
	 	Trevor Burgess
	 Title:
	 	Executive Director

  

 19