Gardner Denver Exhibit 10.2 to Form 8K





Exhibit 10.2
















REGISTRATION RIGHTS
AGREEMENT 




Dated as of May 4, 2005

by and among 




GARDNER DENVER, INC. 

THE GUARANTORS LISTED ON SCHEDULE I HERETO 




and 




[XXXXX]







     













        This
Registration Rights Agreement (this “Agreement”) is made
and entered into as of May 4, 2005, by and among Gardner Denver, Inc., a Delaware
corporation (the “Company”), the guarantors listed on
Schedule I hereto (the “Guarantors”) and [XXXXXX] (the “Initial
Purchasers”), who have agreed to purchase the Company’s 8% Senior
Subordinated Notes due 2013 (the “Initial Notes”) pursuant
to the Purchase Agreement (as defined below). 



        This
Agreement is made pursuant to the Purchase Agreement, dated April 28, 2005 (the
“Purchase Agreement”), by and among the Company, the
Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to
purchase the Initial Notes, the Company has agreed to provide the registration rights set
forth in this Agreement. The execution and delivery of this Agreement is a condition to
the obligations of the Initial Purchasers set forth in Section 8 of the Purchase
Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning
assigned to them in the Indenture, dated as of May 4, 2005, among the Company, the
Guarantors and The Bank of New York Trust Company, N.A., as trustee, relating to the
Initial Notes and the Exchange Notes (the “Indenture”). 



        The
parties hereby agree as follows: 




SECTION 1.      DEFINITIONS 



        As
used in this Agreement, the following capitalized terms shall have the following meanings: 




        Act:
The Securities Act of 1933, as amended. 


        
Affiliate:  As defined in Rule 144 under the Act.


        
Blackout Period:  As defined in Section 4(c) hereof.



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



        Business
Day: Any day other than a Saturday, a Sunday or a day on which banking
institutes in the City of New York or at a place of payment for the Notes are authorized
by law, regulation or executive order to remain closed. 




        Closing
Date: The date hereof.




        Commission:
The Securities and Exchange Commission.



        Consummate:
An Exchange Offer shall be deemed “Consummated” for purposes of this Agreement
upon the occurrence of (a) the filing and effectiveness under the Act of the Exchange
Offer Registration Statement relating to the Exchange Notes to be issued in the Exchange
Offer, and (b) the delivery by the Company to the Registrar under the Indenture of
Exchange Notes in 














the same aggregate principal amount as the aggregate principal amount of
Initial Notes tendered by Holders thereof pursuant to the Exchange Offer. 


        
Consummation Deadline:  As defined in Section 3(b) hereof.


        
Effectiveness Deadline:  As defined in Sections 3(a) and 4(a) hereof.


        
Escrow  Release  Date:  The date the proceeds of the Initial  Notes are released  from escrow  pursuant to Section 3(b) of the
Escrow Agreement.


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


        
Exchange Notes: The Company's 8% Senior  Subordinated Notes due 2013 and related  subsidiary  guarantees to be issued pursuant
to the Indenture: (i) in the Exchange Offer or (ii) as contemplated by Section 4 hereof.



        Exchange
Offer: The exchange and issuance by the Company of a principal amount of
Exchange Notes (which shall be registered pursuant to the Exchange Offer Registration
Statement) equal to the outstanding principal amount of Initial Notes that are tendered by
such Holders in connection with such exchange and issuance. 



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


        
Filing Deadline:  As defined in Sections 3(a) and 4(a) hereof.




        Holders:
As defined in Section 2 hereof.



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



        
Recommencement Date:  As defined in Section 6(d) hereof.



        
Registration Default:  As defined in Section 5 hereof.



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




        Rule
144: Rule 144 promulgated under the Act.


        
Shelf Registration Statement:  As defined in Section 4 hereof.







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Suspension Notice:  As defined in Section 6(d) hereof.


        
TIA:  The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on the date of the Indenture.



        Transfer
Restricted Securities: Each Initial Note until the earliest to occur of (a)
the date on which such Initial Note has been exchanged in the Exchange Offer by a Person
other than a Broker-Dealer for an Exchange Note entitled to be resold to the public by the
Holder thereof without complying with the prospectus delivery requirements of the Act, (b)
following the exchange by a Broker-Dealer in the Exchange Offer of an Initial Note for an
Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives
from such Broker-Dealer on or prior to the date of such sale a copy of the Prospectus
contained in the Exchange Offer Registration Statement, (c) the date on which such Initial
Note has been effectively registered under the Act and disposed of in accordance with the
Shelf Registration Statement (and the purchasers thereof have been issued Exchange Notes)
or (d) the date on which such Initial Note is distributed to the public pursuant to Rule
144. 




SECTION 2.      HOLDERS 



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




SECTION 3.      REGISTERED
EXCHANGE OFFER 



             (a)    
          Unless the Exchange Offer shall not be permitted by applicable law or Commission
          policy (after the procedures set forth in Section 6(a)(i) below have been
          complied with), the Company and the Guarantors shall (i) file the Exchange Offer
          Registration Statement with the Commission on or prior to the date that is 90
          days (unless such date is not a Business Day, in which case the next succeeding
          Business Day) after the Escrow Release Date (such 90th day being the
          “Filing Deadline”), (ii) use all reasonable best
          efforts to cause such Exchange Offer Registration Statement to be declared
          effective no later than the date that is 150 days (unless such date is not a
          Business Day, in which case the next succeeding Business Day) after the Escrow
          Release Date (such day being the “Effectiveness
          Deadline”), (iii) in connection with the foregoing, (A) file
          all pre-effective amendments to such Exchange Offer Registration Statement as
          may be reasonably necessary in order to cause it to be declared effective, (B)
          file, if applicable, a post-effective amendment to such Exchange Offer
          Registration Statement pursuant to Rule 430A under the Act and (C) cause all
          necessary filings, if any, in connection with the registration and qualification
          of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions
          as are necessary to permit Consummation of the Exchange Offer; provided
          that neither the Company nor any Guarantor shall be required to qualify
          generally to do business in any jurisdiction where it is not then so qualified
          or to take any action which would subject it to general service of process or
          taxation in any jurisdiction where it is not then so subject, and (iv) upon the
          effectiveness of such Exchange Offer Registration Statement, commence and
          Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate
          form permitting (i) registration of the Exchange Notes to be offered in exchange
          for the Initial Notes that are Transfer Restricted Securities and (ii) resales
          of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer
          Initial Notes that such Broker-Dealer acquired for its own account as a result
          of market making 








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activities or other trading activities (other than Initial
          Notes acquired directly from the Company or any of its Affiliates) as
          contemplated by Section 3(c) below. 



             (b)    
          The Company and the Guarantors shall use all reasonable best efforts to cause
          the Exchange Offer Registration Statement to be effective continuously, and
          shall keep the Exchange Offer open for a period of not less than the minimum
          period required under applicable federal and state securities laws to Consummate
          the Exchange Offer; provided, however, that in no event shall such
          period be less than 20 Business Days. The Company and the Guarantors shall cause
          the Exchange Offer to comply with all applicable federal and state securities
          laws. No securities other than the Exchange Notes shall be included in the
          Exchange Offer Registration Statement. The Company and the Guarantors shall use
          their respective reasonable best efforts to cause the Exchange Offer to be
          Consummated on the earliest practicable date after the Exchange Offer
          Registration Statement has become effective, but in no event later than 30
          Business Days thereafter, or longer, if required by the federal securities laws
          (such 30th (or later) day being the “Consummation
          Deadline”). 



             (c)    
          The Company shall include a “Plan of Distribution” section in the
          Prospectus contained in the Exchange Offer Registration Statement and indicate
          therein that any Broker-Dealer who holds Transfer Restricted Securities that
          were acquired for the account of such Broker-Dealer as a result of market-making
          activities or other trading activities (other than Initial Notes acquired
          directly from the Company or any Affiliate of the Company), may exchange such
          Transfer Restricted Securities pursuant to the Exchange Offer. Such “Plan
          of Distribution” section shall also contain all other information with
          respect to such sales by such Broker-Dealers that the Commission may require in
          order to permit such sales pursuant thereto, but such “Plan of
          Distribution” shall not name any such Broker-Dealer or disclose the amount
          of Transfer Restricted Securities held by any such Broker-Dealer, except to the
          extent required by the Commission as a result of a change in policy, rules or
          regulations after the date of this Agreement. See the Shearman &
          Sterling no-action letter (available July 2, 1993). 



        Because
such Broker-Dealer may be deemed to be an “underwriter” within the meaning of
the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in
connection with its initial sale of any Exchange Notes received by such Broker-Dealer in
the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus
contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy
such prospectus delivery requirement. To the extent necessary to ensure that the
Prospectus contained in the Exchange Offer Registration Statement is available for sales
of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use all
reasonable best efforts to keep the Exchange Offer Registration Statement continuously
effective, supplemented, amended and current as required by and subject to the provisions
of Sections 6(a) and (c) hereof and in conformity with the requirements of this Agreement,
the Act and the policies, rules and regulations of the Commission as announced from time
to time, for a period of 180 days from the Consummation Deadline or such shorter period as
will terminate when all Transfer Restricted Securities covered by such Registration
Statement have been sold pursuant thereto. The Company and the Guarantors shall provide
sufficient copies of the latest version of such Prospectus to such Broker-Dealers,
promptly upon request, and in no event later than one Business Day after such request, at
any time during such period. 







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SECTION 4.         SHELF
REGISTRATION 



             (a)    
          Shelf Registration. If (i) the Company and the Guarantors are not (A)
          required to file the Exchange Offer Registration Statement or (B) permitted to
          Consummate the Exchange Offer because the Exchange Offer is not permitted by
          applicable law or Commission policy (after the Company and the Guarantors have
          complied with the procedures set forth in Section 6(a)(i) below) or (ii) any
          Holder of Transfer Restricted Securities notifies the Company prior to 20
          Business Days following Consummation of the Exchange Offer that (A) such Holder
          was prohibited by law or Commission policy from participating in the Exchange
          Offer, (B) such Holder may not resell the Exchange Notes acquired by it in the
          Exchange Offer to the public without delivering a prospectus and the Prospectus
          contained in the Exchange Offer Registration Statement is not appropriate or
          available for such resales by such Holder or (C) such Holder is a Broker-Dealer
          and holds Initial Notes acquired directly from the Company or any of its
          Affiliates, then the Company and the Guarantors shall: 



          		        (x)       
               on or prior to 45 days (unless such day is not a Business Day, in which case the
               next succeeding Business Day) after the earlier of (i) the date as of which the
               Company determines that the Exchange Offer Registration Statement will not be or
               cannot be, as the case may be, filed as a result of clause (a)(i) above and (ii)
               the date on which the Company receives the notice specified in clause (a)(ii)
               above (such earlier date, the “Filing Deadline”),
               to file a shelf registration statement pursuant to Rule 415 under the Act (which
               may be an amendment to the Exchange Offer Registration Statement (the
               “Shelf Registration Statement”)), relating to all
               Transfer Restricted Securities, and 



               



          		        (y)       
               use all reasonable best efforts to cause such Shelf Registration Statement to
               become effective on or prior to 105 days (unless such day is not a Business Day,
               in which case the next succeeding Business Day) after such filing obligation
               arises (such 105th day the “Effectiveness
               Deadline”); 



               



provided that in no event
shall the Company and the Guarantors be required to file the Shelf Registration Statement
prior to 90 days after the Escrow Release Date or to cause the Shelf Registration
Statement to be declared effective by the Commission prior to 150 days after the Escrow
Release Date. 



        If,
after the Company and the Guarantors have filed an Exchange Offer Registration Statement
that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are
required to file and make effective a Shelf Registration Statement solely because the
Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i)(B)
above), then the filing of the Exchange Offer Registration Statement shall be deemed to
satisfy the requirements of clause (x) above; provided that, in such event, the
Company and the Guarantors shall remain obligated to meet the Effectiveness Deadline set
forth in clause (y). 



        To
the extent necessary to ensure that the Shelf Registration Statement is available for
sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of
this Section 4(a) and the other securities required to be registered therein pursuant to
Section 6(b)(ii) hereof, the Company and the Guarantors shall use all reasonable best
efforts to keep any Shelf Registration Statement required by this Section 4(a)
continuously effective, supplemented, 








5











amended, except during any Blackout Period permitted
by Section 4(c) hereof, and current as required by and subject to the provisions of
Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement,
the Act and the policies, rules and regulations of the Commission as announced from time
to time, for a period of at least two years (as extended pursuant to Section 6(d) hereof,
following the Closing Date, or such shorter period as will terminate when all Transfer
Restricted Securities covered by such Shelf Registration Statement have been sold pursuant
thereto, or when there are no longer any Transfer Restricted Securities outstanding. 



             (b)    
          Provision by Holders of Certain Information in Connection with the Shelf
          Registration Statement. No Holder of Transfer Restricted Securities may
          include any of its Transfer Restricted Securities in any Shelf Registration
          Statement pursuant to this Agreement unless and until such Holder furnishes to
          the Company in writing, within 20 days after receipt of a request therefor, the
          information specified in Item 507 or 508 of Regulation S-K, as applicable, of
          the Act for use in connection with any Shelf Registration Statement or
          Prospectus or preliminary prospectus included therein. No Holder of Transfer
          Restricted Securities shall be entitled to liquidated damages pursuant to
          Section 5 hereof if such Holder shall not have provided all such information.
          Each selling Holder agrees to promptly furnish additional information required
          to be disclosed in order to make the information previously furnished to the
          Company by such Holder not materially misleading. 



             (c)    
          Blackout Period. Notwithstanding anything to the contrary in this
          Agreement, the Company, upon notice to the Holders of Transfer Restricted
          Securities, may suspend the use of the Prospectus included in any Shelf
          Registration Statement in the event that and for a period of time (a
          “Blackout Period”) not to exceed an aggregate of
          90 days in any twelve month period if (1) the Board of Directors of the Company
          determines that the disclosure of an event, occurrence or other item at such
          time could reasonably be expected to have a material adverse effect on the
          business, operations or prospects of the Company and its subsidiaries or (2) the
          disclosure otherwise relates to a material business transaction which has not
          been publicly disclosed and the Board of Directors determines, in good faith,
          that any such disclosure would jeopardize the success of such transaction or
          that disclosure of the transaction is prohibited pursuant to the terms thereto;
          provided that, upon the termination of such Blackout Period, the Company
          promptly shall notify the Holders of Transfer Restricted Securities that such
          Blackout Period has been terminated. 




SECTION 5.      LIQUIDATED
DAMAGES 



        If
(i) any Registration Statement required by this Agreement is not filed with the Commission
on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has
not been declared effective by the Commission on or prior to the applicable Effectiveness
Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the
Consummation Deadline or (iv) any Registration Statement required by this Agreement is
filed and declared effective but shall thereafter cease to be effective or usable for its
intended purpose (each such event referred to in clauses (i) through (iv), a
“Registration Default”), then the Company and the
Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted
Securities affected thereby liquidated damages in an amount equal to a per annum rate of
0.25% on the principal amount of Transfer Restricted Securities held by such Holder for
the first 90-day period immediately following the occurrence of such Registration Default.
The amount of the liquidated damages shall increase by an additional per annum rate of
0.25% with respect to each subsequent 90-day period 








6










until all Registration Defaults have
been cured, up to a maximum amount of liquidated damages of 1.00% per annum on the
principal amount of Transfer Restricted Securities; provided that the Company and
the Guarantors shall in no event be required to pay liquidated damages for more than one
Registration Default at any given time. Notwithstanding anything to the contrary set forth
herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if
applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the
effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the
Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the
Exchange Offer, in the case of (iii) above, (4) upon the filing of a post-effective
amendment to the Registration Statement or an additional Registration Statement or the
taking of other actions by the Company and the Guarantors that, in any such case, causes
the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration
Statement) to again be declared effective or made usable in the case of (iv) above, or (5)
upon any such Transfer Restricted Securities ceasing to constitute Transfer Restricted
Securities, the liquidated damages payable with respect to such Transfer Restricted
Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease
to accrue. 



        All
accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner
provided for the payment of interest in the Indenture, on each Interest Payment Date, as
more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any
securities for which liquidated damages are due cease to be Transfer Restricted
Securities, all obligations of the Company and the Guarantors to pay liquidated damages
with respect to securities shall survive until such time as such obligations with respect
to such securities shall have been satisfied in full. 




SECTION 6.      REGISTRATION
PROCEDURES 


        (a)    
          Exchange Offer Registration Statement. In connection with the Exchange
          Offer, the Company and the Guarantors shall (x) comply with all applicable
          provisions of Section 6(c) below, (y) use all reasonable best efforts to effect
          such exchange and to permit the resale of Exchange Notes by Broker-Dealers that
          tendered in the Exchange Offer Initial Notes that such Broker-Dealer acquired
          for its own account as a result of its market-making activities or other trading
          activities (other than Initial Notes acquired directly from the Company or any
          of its Affiliates) being sold in accordance with the intended method or methods
          of distribution thereof, and (z) comply with all of the following provisions: 



     		        (i)    
          If, following the date hereof there has been announced a change in Commission
          policy with respect to exchange offers such as the Exchange Offer, that in the
          reasonable opinion of counsel to the Company raises a substantial question as to
          whether the Exchange Offer is permitted by applicable federal law, the Company
          and the Guarantors hereby agree to seek a no-action letter or other favorable
          decision from the Commission allowing the Company and the Guarantors to
          Consummate an Exchange Offer for such Transfer Restricted Securities. The
          Company and the Guarantors hereby agree to pursue the issuance of such a
          decision to the Commission staff level. In connection with 



          








7













     		the foregoing, the
          Company and the Guarantors hereby agree to take all such other actions as may be
          requested by the Commission or otherwise required in connection with the
          issuance of such decision, including without limitation (A) participating in
          telephonic conferences with the Commission, (B) delivering to the Commission
          staff an analysis prepared by counsel to the Company setting forth the legal
          bases, if any, upon which such counsel has concluded that such an Exchange Offer
          should be permitted and (C) diligently pursuing a resolution (which need not be
          favorable) by the Commission staff. 



          



     		        (ii)    
          As a condition to its participation in the Exchange Offer, each Holder of
          Transfer Restricted Securities (including, without limitation, any Holder who is
          a Broker-Dealer) shall furnish, upon the request of the Company, prior to the
          Consummation of the Exchange Offer, a written representation to the Company and
          the Guarantors (which may be contained in the letter of transmittal contemplated
          by the Exchange Offer Registration Statement) to the effect that (A) it is not
          an Affiliate of the Company, (B) it is not engaged in, and does not intend to
          engage in, and has no arrangement or understanding with any person to
          participate in, a distribution of the Exchange Notes to be issued in the
          Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course
          of business. As a condition to its participation in the Exchange Offer each
          Holder using the Exchange Offer to participate in a distribution of the Exchange
          Notes shall acknowledge and agree that, if the resales are of Exchange Notes
          obtained by such Holder in exchange for Initial Notes acquired directly from the
          Company or an Affiliate thereof, it (1) could not, under Commission policy as in
          effect on the date of this Agreement, rely on the position of the Commission
          enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991)
          and Exxon Capital Holdings  Corporation (available May 13, 1988),
          as interpreted in the Commission’s letter to Shearman & Sterling
          dated July 2, 1993, and similar no-action letters (including, if applicable, any
          no-action letter obtained pursuant to clause (i) above), and (2) must comply
          with the registration and prospectus delivery requirements of the Act in
          connection with a secondary resale transaction and that such a secondary resale
          transaction must be covered by an effective registration statement containing
          the selling security holder information required by Item 507 or 508, as
          applicable, of Regulation S-K. 



          



     	 	        (iii)    
          Prior to effectiveness of the Exchange Offer Registration Statement, the Company
          and the Guarantors shall provide a supplemental letter to the Commission
          (A) stating that the Company and the Guarantors are registering the
          Exchange Offer in reliance on the position of the Commission enunciated in
          Exxon Capital Holdings Corporation (available May 13, 1988), Morgan
           Stanley and Co., Inc. (available June 5, 1991) as interpreted in the
          Commission’s letter to Shearman & Sterling dated July 2, 1993,
          and, if applicable, any no-action letter obtained pursuant to clause (i) above,
          (B) including a representation that neither the Company nor any Guarantor
          has entered into any arrangement or understanding with any Person to distribute
          the Exchange Notes to be received in the Exchange Offer and that, to the best of
          the Company’s and each Guarantor’s information and belief, each Holder
          participating in the Exchange Offer is acquiring the Exchange Notes in its
          ordinary course of business and has no arrangement or understanding with any
          Person to participate in the distribution of the Exchange Notes received in the
          Exchange Offer and (C) any other undertaking or representation required by the
          Commission 



          






8














     		as set forth in any no-action letter obtained pursuant to clause (i)
          above, if applicable. 



          


        (b)    
          Shelf Registration Statement. In connection with the Shelf Registration
          Statement, the Company and the Guarantors shall: 



     		        (i)    
          comply with all the provisions of Section 6(c) below and, except during any
          Blackout Period permitted by Section 4(c) hereof, use all reasonable best
          efforts to effect such registration to permit the sale of the Transfer
          Restricted Securities being sold in accordance with the intended method or
          methods of distribution thereof (as indicated in the information furnished to
          the Company pursuant to Section 4(b) hereof), and pursuant thereto the Company
          and the Guarantors will prepare and file with the Commission a Registration
          Statement relating to the registration on any appropriate form under the Act,
          which form shall be available for the sale of the Transfer Restricted Securities
          in accordance with the intended method or methods of distribution thereof within
          the time periods and otherwise in accordance with the provisions hereof, and 



          



     	 	        (ii)    
          issue, upon the request of any Holder or purchaser of Initial Notes covered by
          any Shelf Registration Statement contemplated by this Agreement, Exchange Notes
          having an aggregate principal amount equal to the aggregate principal amount of
          Initial Notes sold pursuant to the Shelf Registration Statement and surrendered
          to the Company for cancellation; the Company shall register Exchange Notes on
          the Shelf Registration Statement for this purpose and issue the Exchange Notes
          to the purchaser(s) of securities subject to the Shelf Registration Statement in
          the names as such purchaser(s) shall designate. 



          


        (c)    
          General Provisions. In connection with any Registration Statement and any
          related Prospectus required by this Agreement, the Company and the Guarantors
          shall: 



     		        (i)    
          use all reasonable best efforts to keep such Registration Statement continuously
          effective, except during any Blackout Period permitted by Section 4(c) hereof,
          and provide all requisite financial statements for the period specified in
          Section 3 or 4 hereof, as applicable; 



          



     	 	        (ii)    
          upon the occurrence of any event that would cause any such Registration
          Statement or the Prospectus contained therein (A) to contain an untrue statement
          of material fact or omit to state any material fact required to be stated
          therein or necessary to make the statements therein, in the light of the
          circumstances under which they were made, not misleading or (B) not to be
          effective and usable for resale of Transfer Restricted Securities during the
          period required by this Agreement, except during any Blackout Period permitted
          by Section 4(c) hereof, file promptly an appropriate amendment to such
          Registration Statement curing such defect, and, if Commission review is
          required, use all reasonable best efforts to cause such amendment to be declared
          effective as soon as practicable; 



          



     		        (iii)    
          except during any Blackout Period permitted by Section 4(c) hereof, prepare and
          file with the Commission such amendments and post-effective amendments to 



          







9













     		the
          applicable Registration Statement as may be necessary to keep such Registration
          Statement effective for the applicable period set forth in Section 3 or 4
          hereof, as the case may be; cause the Prospectus to be supplemented by any
          required Prospectus supplement, and as so supplemented to be filed pursuant to
          Rule 424 under the Act, and to comply fully with Rules 424, 430A and 462, as
          applicable, under the Act in a timely manner; and comply with the provisions of
          the Act with respect to the disposition of all securities covered by such
          Registration Statement during the applicable period in accordance with the
          intended method or methods of distribution by the sellers thereof set forth in
          such Registration Statement or supplement to the Prospectus; 



          



     	 	        (iv)    
          advise each Holder promptly and, if requested by such Holder, confirm such
          advice in writing, (A) when the Prospectus or any Prospectus supplement or
          post-effective amendment has been filed, and, with respect to any applicable
          Registration Statement or any post-effective amendment thereto, when the same
          has become effective, (B) of any request by the Commission for amendments to the
          Registration Statement or amendments or supplements to the Prospectus or for
          additional information relating thereto, (C) of the issuance by the Commission
          of any stop order suspending the effectiveness of the Registration Statement
          under the Act or of the suspension by any state securities commission of the
          qualification of the Transfer Restricted Securities for offering or sale in any
          jurisdiction, or the initiation of any proceeding for any of the preceding
          purposes, and (D) of the existence of any fact or the happening of any event
          that makes any statement of a material fact made in the Registration Statement,
          the Prospectus, any amendment or supplement thereto or any document incorporated
          by reference therein untrue, or that requires the making of any additions to or
          changes in the Registration Statement in order to make the statements therein
          not misleading, or that requires the making of any additions to or changes in
          the Prospectus in order to make the statements therein, in the light of the
          circumstances under which they were made, not misleading; 



          



     	 	        (v)    
          if at any time the Commission shall issue any stop order suspending the
          effectiveness of the Registration Statement, or any state securities commission
          or other regulatory authority shall issue an order suspending the qualification
          or exemption from qualification of the Transfer Restricted Securities under
          state securities or Blue Sky laws, the Company and the Guarantors shall use all
          their respective reasonable best efforts to obtain the withdrawal or lifting of
          such order at the earliest possible time; 



          



     		         (vi)    
          subject to Section 6(c)(i), if any fact or event contemplated by Section
          6(c)(iv)(D) above shall exist or have occurred, prepare a supplement or
          post-effective amendment to the Registration Statement or related Prospectus or
          any document incorporated therein by reference or file any other required
          document so that, as thereafter delivered to the purchasers of Transfer
          Restricted Securities, the Prospectus will not contain an untrue statement of a
          material fact or omit to state any material fact necessary to make the
          statements therein, in the light of the circumstances under which they were
          made, not misleading; 



          



     		        (vii)    
          furnish to each Holder in connection with such exchange or sale, if any, before
          filing with the Commission, copies of any Registration Statement or any
          Prospectus 



          








10












     		included therein or any amendments or supplements to any such
          Registration Statement or Prospectus (including all documents incorporated by
          reference after the initial filing of such Registration Statement), which
          documents will be subject to the review and comment of such Holders in
          connection with such sale, if any, for a period of at least five Business Days,
          and the Company will not file any such Registration Statement or Prospectus or
          any amendment or supplement to any such Registration Statement or Prospectus
          (including all such documents incorporated by reference) to which such Holders
          shall reasonably object within five Business Days after the receipt thereof;
          provided that a Holder shall be deemed to have reasonably objected to
          such filing if such Registration Statement, amendment, Prospectus or supplement,
          as applicable, as proposed to be filed, contains an untrue statement of a
          material fact or omit to state any material fact necessary to make the
          statements therein not misleading or fails to comply with the applicable
          requirements of the Act; 



          



     	 	        (viii)    
          promptly prior to the filing of any document that is to be incorporated by
          reference into a Registration Statement or Prospectus in connection with such
          exchange or sale, if any, provide copies of such document to each Holder, make
          the Company’s and the Guarantors’ representatives available for
          discussion of such document and other customary due diligence matters, and
          include such information in such document prior to the filing thereof as such
          Holders may reasonably request; 



          



     		        (ix)    
          make available, at reasonable times, for inspection by each Holder and any
          attorney or accountant retained by such Holders, all relevant financial and
          other records, pertinent corporate documents of the Company and the Guarantors
          and cause the Company’s and the Guarantors’ officers, directors and
          employees to supply all information reasonably requested by any such Holder,
          attorney or accountant in connection with such Registration Statement or any
          post-effective amendment thereto subsequent to the filing thereof and prior to
          its effectiveness, subject to confidentiality agreements in a form acceptable to
          the Company and the Guarantors; 



          



     	 	        (x)    
          if requested by any Holders in connection with such exchange or sale, promptly
          include in any Registration Statement or Prospectus, pursuant to a supplement or
          post-effective amendment if necessary, such information as such Holders may
          reasonably request to have included therein, including, without limitation,
          information relating to the “Plan of Distribution” of the Transfer
          Restricted Securities; and make all required filings of such Prospectus
          supplement or post-effective amendment as soon as practicable after the Company
          is notified of the matters to be included in such Prospectus supplement or
          post-effective amendment; 



          



     	 	        (xi)    
          furnish to each Holder in connection with such exchange or sale, without charge,
          at least one copy of the Registration Statement, as first filed with the
          Commission, and of each amendment thereto, including all documents incorporated
          by reference therein and all exhibits (including exhibits incorporated therein
          by reference); provided that such copies of incorporated documents shall
          not be required to be furnished to any Holder if such documents have been filed
          by the Company with the Commission and are available on the Commission’s
          EDGAR website; 



          








11











     	 	        (xii)    
          deliver to each Holder without charge, as many copies of the Prospectus
          (including each preliminary prospectus) and any amendment or supplement thereto
          as such Persons reasonably may request; the Company and the Guarantors hereby
          consent to the use (in accordance with law) of the Prospectus and any amendment
          or supplement thereto by each selling Holder in connection with the offering and
          the sale of the Transfer Restricted Securities covered by the Prospectus or any
          amendment or supplement thereto; 



          



     	 	        (xiii)    
          upon the request of any Holder, enter into such agreements (including
          underwriting agreements) and make such representations and warranties and take
          all such other actions in connection therewith in order to expedite or
          facilitate the disposition of the Transfer Restricted Securities pursuant to any
          applicable Registration Statement contemplated by this Agreement as may be
          reasonably requested by any Holder in connection with any sale or resale
          pursuant to any applicable Registration Statement; and, in such connection, the
          Company and the Guarantors shall: 



          



     		        (A)    
          upon request of any Holder, furnish (or in the case of paragraphs (2) and (3),
          use all reasonable best efforts to cause to be furnished) to each Holder, upon
          Consummation of the Exchange Offer or upon the effectiveness of the Shelf
          Registration Statement, as the case may be: 



          



     		        (1)    
          a certificate, dated such date, signed on behalf of the Company and each
          Guarantor by an executive officer of the Company and such Guarantor, confirming,
          as of the date thereof, such matters as such Holders may reasonably request; 



          



     	 	        (2)    
          an opinion, dated the date of Consummation of the Exchange Offer or the date of
          effectiveness of the Shelf Registration Statement, as the case may be, of
          counsel for the Company and the Guarantors in customary form and covering such
          other matters as such Holder may reasonably request, and in any event including
          a statement to the effect that such counsel has participated in conferences with
          officers and other representatives of the Company and the Guarantors,
          representatives of the independent public accountants for the Company and the
          Guarantors and have considered the matters required to be stated therein and the
          statements contained therein, although such counsel has not independently
          verified the accuracy, completeness or fairness of such statements; and that
          such counsel advises that, on the basis of the foregoing (relying as to
          materiality to the extent such counsel deems appropriate upon the statements of
          officers and other representatives of the Company and the Guarantors) and
          without independent check or verification), no facts came to such counsel’s
          attention that caused such counsel to believe that the applicable Registration
          Statement, at the time such Registration Statement or any post-effective
          amendment thereto became effective and, in the case of the Exchange Offer
          Registration Statement, as of the date of Consummation of the Exchange Offer,
          contained an untrue statement of a material fact or omitted to state a material
          fact required to be stated therein or necessary



          








12












     	 	to make the statements therein
          not misleading, or that the Prospectus contained in such Registration Statement
          as of its date and, in the case of the opinion dated the date of Consummation of
          the Exchange Offer, as of the date of Consummation, contained an untrue
          statement of a material fact or omitted to state a material fact necessary in
          order to make the statements therein, in the light of the circumstances under
          which they were made, not misleading, and, without limiting the foregoing, such
          counsel may state further that such counsel assumes no responsibility for, and
          has not independently verified, the accuracy, completeness or fairness of the
          financial statements, notes and schedules and other financial data included in
          any Registration Statement contemplated by this Agreement or the related
          Prospectus; and 



          



     	 	        (3)    
          a customary comfort letter, dated the date of Consummation of the Exchange
          Offer, or as of the date of effectiveness of the Shelf Registration Statement,
          as the case may be, from the Company’s independent accountants, in the
          customary form and covering matters of the type customarily covered in comfort
          letters to underwriters in connection with underwritten offerings, and affirming
          the matters set forth in the comfort letters delivered pursuant to Sections 8(h)
          and 8(i) of the Purchase Agreement; and 



          



     	 	        (B)    
          deliver such other documents and certificates as may be reasonably requested by
          the selling Holders to evidence compliance with the matters covered in clause
          (A) above and with any customary conditions contained in the any agreement
          entered into by the Company and the Guarantors pursuant to this clause (xi); 



          



     	 	        (xiv)    
          prior to any public offering of Transfer Restricted Securities, cooperate with
          the selling Holders and their counsel in connection with the registration and
          qualification of the Transfer Restricted Securities under the securities or Blue
          Sky laws of such jurisdictions as the selling Holders may request and do any and
          all other acts or things necessary or advisable to enable the disposition in
          such jurisdictions of the Transfer Restricted Securities covered by the
          applicable Registration Statement; provided, however, that neither
          the Company nor any Guarantor shall be required to register or qualify as a
          foreign corporation where it is not now so qualified or to take any action that
          would subject it to general service of process or taxation in any jurisdiction
          where it is not then so subject; 



          



     	 	        (xv)    
          in connection with any sale of Transfer Restricted Securities that will result
          in such securities no longer being Transfer Restricted Securities, cooperate
          with the Holders to facilitate the timely preparation and delivery of
          certificates representing Transfer Restricted Securities to be sold and not
          bearing any restrictive legends; and to register such Transfer Restricted
          Securities in such denominations permitted by the Indenture and such names as
          the selling Holders may request at least two Business Days prior to such sale of
          Transfer Restricted Securities; 



          






13













     		        (xvi)    
          use all reasonable best efforts to cause the disposition of the Transfer
          Restricted Securities covered by the Registration Statement to be registered
          with or approved by such other governmental agencies or authorities as may be
          necessary to enable the seller or sellers thereof to consummate the disposition
          of such Transfer Restricted Securities, subject to the proviso contained in
          clause (xiv) above; 



          



     		        (xvii)    
          provide a CUSIP number for all Transfer Restricted Securities not later than the
          effective date of a Registration Statement covering such Transfer Restricted
          Securities and provide the Trustee under the Indenture with printed certificates
          for the Transfer Restricted Securities which are in a form eligible for deposit
          with the Depository Trust Company; 



          



     		        (xviii)    
          otherwise use all reasonable best efforts to comply with all applicable rules
          and regulations of the Commission, and make generally available to its security
          holders with regard to any applicable Registration Statement, as soon as
          practicable, a consolidated earnings statement meeting the requirements of Rule
          158 under the Act (which need not be audited) covering a twelve-month period
          beginning after the effective date of the Registration Statement (as such term
          is defined in paragraph (c) of Rule 158 under the Act); 



          



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



          



     		        (xx)    
          provide promptly to each Holder, upon request, each document filed with the
          Commission pursuant to the requirements of Section 13 or Section 15(d) of the
          Exchange Act. 



          


        (d)    
          Restrictions on Holders. Each Holder agrees by acquisition of a Transfer
          Restricted Security that, upon receipt of the notice referred to in Section
          6(c)(iii)(C) or any notice from the Company of the existence of any fact of the
          kind described in Section 6(c)(iii)(D) hereof (in each case, a
          “Suspension Notice”), such Holder will forthwith
          discontinue disposition of Transfer Restricted Securities pursuant to the
          applicable Registration Statement until (i) such Holder has received copies of
          the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof,
          or (ii) such Holder is advised in writing by the Company that the use of the
          Prospectus may be resumed, and has received copies of any additional or
          supplemental filings that are incorporated by reference in the Prospectus,
          except for those available on the Commission’s EDGAR website (in each case,
          the “Recommencement Date”). Each Holder receiving
          a Suspension Notice hereby agrees that it will either (i) destroy any
          Prospectuses, other than permanent file copies, then in such Holder’s
          possession which have been replaced by the Company with more recently dated
          Prospectuses or (ii) deliver to the Company (at the Company’s expense) all
          copies, other than permanent file copies, then in such Holder’s possession
          of the 








14











Prospectus covering such Transfer Restricted Securities that was current
          at the time of receipt of the Suspension Notice. The time period regarding the
          effectiveness of such Registration Statement set forth in Section 3 or 4 hereof,
          as applicable, shall be extended by a number of days equal to the number of days
          in the period from and including the date of delivery of the Suspension Notice
          to the Recommencement Date. 





SECTION 7.     REGISTRATION
EXPENSES 



             (a)    
          All expenses incident to the Company’s and the Guarantors’ performance
          of or compliance with this Agreement will be borne by the Company, regardless of
          whether a Registration Statement becomes effective, including without
          limitation: (i) all registration and filing fees and expenses; (ii) all fees and
          expenses of compliance with federal securities and state Blue Sky or securities
          laws; (iii) all expenses of printing (including printing certificates for the
          Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses),
          messenger and delivery services and telephone; (iv) all fees and disbursements
          of counsel for the Company, the Guarantors and, pursuant to the terms of Section
          7(b) below, the Holders of Transfer Restricted Securities; (v) all fees and
          disbursements of independent certified public accountants of the Company and the
          Guarantors (including the expenses of any special audit and comfort letters
          required by or incident to such performance). 



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



             (b)    
          In connection with any Registration Statement required by this Agreement
          (including, without limitation, the Exchange Offer Registration Statement and
          the Shelf Registration Statement), the Company and the Guarantors will reimburse
          the Initial Purchasers and the Holders of Transfer Restricted Securities who are
          tendering Initial Notes into in the Exchange Offer and/or selling or reselling
          Initial Notes or Exchange Notes pursuant to the “Plan of Distribution”
          contained in the Exchange Offer Registration Statement or the Shelf Registration
          Statement, as applicable, for the reasonable fees and disbursements of not more
          than one counsel, who shall be Cahill Gordon & Reindel LLP, unless another
          firm shall be chosen by the Holders of a majority in principal amount of the
          Transfer Restricted Securities for whose benefit such Registration Statement is
          being prepared. 




SECTION 8.     
INDEMNIFICATION 



             (a)    
          The Company and the Guarantors, jointly and severally, shall indemnify and hold
          harmless each Holder, its affiliates, and each Person, if any, who controls any
          Holder within the meaning of Section 15 of the Act or Section 20 of the Exchange
          Act, against any and all losses, liabilities, claims, damages and expenses
          whatsoever as incurred (including but not limited to reasonable attorneys’
          fees and any and all expenses whatsoever incurred in investigating, preparing or
          defending against any litigation, commenced or threatened, or any claim
          whatsoever, and any and all amounts paid in settlement of any claim or
          litigation), joint or several, to which they or any of them may become subject
          under the Act, the Exchange Act or otherwise, insofar as such losses,
          liabilities, claims, damages or expenses (or actions in respect thereof) arise
          out of or 








15










are based upon (i) any untrue statement or alleged untrue
          statement of a material fact contained in any Registration Statement,
          preliminary prospectus or Prospectus, or in any supplement thereto or amendment
          thereof, or (ii) the omission or alleged omission to state in any Registration
          Statement, preliminary prospectus or Prospectus, or in any supplement thereto or
          amendment thereof, a material fact required to be stated therein or necessary to
          make the statements therein, in the light of the circumstances under which they
          were made, not misleading; provided, however, that neither the Company
          nor any Guarantor will be liable in any such case to the extent but only to the
          extent that any such loss, liability, claim, damage or expense arises out of or
          is based upon any untrue statement or alleged untrue statement or omission or
          alleged omission made in any Registration Statement, preliminary prospectus or
          Prospectus, or in any supplement thereto or amendment thereof, in reliance upon
          and in conformity with written information furnished to the Company and the
          Guarantors by or on behalf of any Holder expressly for use therein. This
          indemnity agreement will be in addition to any liability which the Company and
          the Guarantors may otherwise have, including but not limited to other liability
          under this Agreement. 



             (b)    
          Each Holder of Transfer Restricted Securities agrees, severally and not jointly,
          to indemnify and hold harmless the Company and the Guarantors and each person,
          if any, who controls the Company or any of the Guarantors within the meaning of
          Section 15 of the Act or Section 20 of the Exchange Act to the same extent as
          the foregoing indemnity from the Company and the Guarantors set forth in Section
          (a) above, with reference to information relating to such Holder furnished in
          writing to the Company by such Holder expressly for use in any Registration
          Statement; provided, however, that in no case shall any Holder be
          liable or responsible for any amount in excess of the amount by which the total
          amount received by such Holder with respect to its sale of Transfer Restricted
          Securities pursuant to a Registration Statement exceeds the amount of any
          damages that such Holder, its directors, officers or any Person who controls
          such Holder has otherwise been required to pay by reason of such untrue or
          alleged untrue statement or omission or alleged omission. This indemnity will be
          in addition to any liability which any Holder may otherwise have, including but
          not limited to other liability under this Agreement. 



             (c)    
          Promptly after receipt by an indemnified party under subsection (a) or (b) above
          of notice of any claims or the commencement of any action, such indemnified
          party shall, if a claim in respect thereof is to be made against the
          indemnifying party under such subsection, notify each party against whom
          indemnification is to be sought in writing of the claim or the commencement
          thereof (but the failure so to notify an indemnifying party shall not relieve
          the indemnifying party from any liability which it may have under this Section 8
          to the extent that it is not materially prejudiced as a result thereof and in
          any event shall not relieve it from any liability that such indemnifying party
          may have otherwise than on account of the indemnity agreement hereunder). In
          case any such claim or action is brought against any indemnified party, and it
          notifies an indemnifying party of the commencement thereof, the indemnifying
          party will be entitled to participate, at its own expense in the defense of such
          action, and to the extent it may elect by written notice delivered to the
          indemnified party promptly after receiving the aforesaid notice from such
          indemnified party, to assume the defense thereof with counsel satisfactory to
          such indemnified party; provided however, that counsel to the
          indemnifying party shall not (except with the written consent of the indemnified
          party) also be counsel to the indemnified party. Notwithstanding the foregoing,
          the indemnified party or parties shall have the right to employ its or their









16










 own
          counsel in any such case, but the fees and expenses of such counsel shall be at
          the expense of such indemnified party or parties unless (i) the employment of
          such counsel shall have been authorized in writing by one of the indemnifying
          parties in connection with the defense of such action, (ii) the indemnifying
          parties shall not have employed counsel to have charge of the defense of such
          action within a reasonable time after notice of commencement of the action,
          (iii) the indemnifying party does not diligently defend the action after
          assumption of the defense, or (iv) such indemnified party or parties shall have
          reasonably concluded that there may be defenses available to it or them which
          are different from or additional to those available to one or all of the
          indemnifying parties (in which case the indemnifying parties shall not have the
          right to direct the defense of such action on behalf of the indemnified party or
          parties), in any of which events such fees and expenses shall be borne by the
          indemnifying parties. No indemnifying party shall, without the prior written
          consent of the indemnified parties, effect any settlement or compromise of, or
          consent to the entry of judgment with respect to, any pending or threatened
          claim, investigation, action or proceeding in respect of which indemnity or
          contribution may be or could have been sought by an indemnified party under this
          Section 8 (whether or not the indemnified party is an actual or potential party
          thereto), unless (x) such settlement, compromise or judgment (i) includes
          an unconditional release of the indemnified party from all liability arising out
          of such claim, investigation, action or proceeding and (ii) does not
          include a statement as to or an admission of fault, culpability or any failure
          to act, by or on behalf of the indemnified party, and (y) the indemnifying party
          confirms in writing its indemnification obligations hereunder with respect to
          such settlement, compromise or judgment. 



             (d)    
          In order to provide for contribution in circumstances in which the
          indemnification provided for in this Section 8 is for any reason held to be
          unavailable from any indemnifying party or is insufficient to hold harmless a
          party indemnified hereunder, the Company and the Guarantors, on the one hand,
          and the Holders, on the other hand, shall contribute to the aggregate losses,
          liabilities, claims, damages and expenses of the nature contemplated by such
          indemnification provision (including any investigation, legal and other expenses
          incurred in connection with, and any amount paid in settlement of, any action,
          suit or proceeding or any claims asserted, but after deducting in the case of
          losses, liabilities, claims, damages and expenses suffered by the Company or any
          Guarantor, any contribution received by the Company and the Guarantors from
          persons, other than the Holders, who may also be liable for contribution,
          including persons who control the Company or any of the Guarantors within the
          meaning of Section 15 of the Act or Section 20(a) of the Exchange Act) as
          incurred to which the Company, the Guarantors and the Holders may be subject, in
          such proportions as are appropriate to reflect the relative benefits received by
          the Company and the Guarantors, on the one hand, and the Holders, on the other
          hand, from their sale of the Transfer Restricted Securities or, if such
          allocation is not permitted by applicable law, in such proportions as are
          appropriate to reflect not only the relative benefits referred to above but also
          the relative fault of the Company and the Guarantors, on the one hand, and of
          the Holder, on the other hand, in connection with the statements or omissions
          which resulted in such losses, liabilities, claims, damages or expenses, as well
          as any other relevant equitable considerations. The relative fault of the
          Company and the Guarantors, on the one hand, and the Holder, on the other hand,
          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 such
          Guarantor, on the one hand, or by the Holder, on the other hand, and the
          parties’ relative intent, knowledge, access 







17












to information and opportunity
          to correct or prevent such statement or omission. The Company, the Guarantors
          and each Holder agree that it would not be just and equitable if contribution
          pursuant to this Section 8(d) were determined by pro rata allocation
          (even if the Holders were treated as one entity for such purpose) or by
          any other method of allocation which does not take account of the equitable
          considerations referred to above in this Section. The aggregate amount of
          losses, liabilities, claims, damages and expenses incurred by an indemnified
          party and referred to above in this Section 8 shall be deemed to include any
          legal or other expenses reasonably incurred by such indemnified party in
          investigating, preparing or defending against any litigation, or any
          investigation or proceeding by any judicial, regulatory or other legal or
          governmental agency or body, commenced or threatened, or any claim whatsoever
          based upon any such untrue or alleged untrue statement or omission or alleged
          omission. Notwithstanding the provisions of this Section 8, (i) no Holder shall
          be required to contribute any amount in excess of the amount by which the total
          received by such Holder with respect to the sale of Transfer Restricted
          Securities pursuant to a Registration Statement exceeds (i) the amount paid by
          such Holder for such Transfer Restricted Securities and (ii) the amount of any
          damages which such Holder has otherwise been required to pay by reason of such
          untrue or alleged untrue statement or omission or alleged omission. No person
          guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
          the Act) shall be entitled to contribution from any person who was not guilty of
          such fraudulent misrepresentation. For purposes of this Section 8(a), each
          person, if any, who controls a Holder within the meaning of Section 15 of the
          Act or Section 20(a) of the Exchange Act shall have the same rights to
          contribution as such Holder, and each person, if any, who controls the Company
          or any Guarantor within the meaning of Section 15 of the Act or Section 20(a) of
          the Exchange Act shall have the same rights to contribution as the Company and
          the Guarantors, subject in each case to clauses (i) and (ii) of the immediately
          preceding sentence. Any party entitled to contribution will, promptly after
          receipt of notice of commencement of any action, suit or proceeding against such
          party in respect of which a claim for contribution may be made against another
          party or parties under this Section 8(a), notify such party or parties from whom
          contribution may be sought, but the omission to so notify such party or parties
          shall not relieve the party or parties from whom contribution may be sought from
          any obligation it or they may have under this Section 8(a) or otherwise. The
          obligations of the Holders to contribute pursuant to this Section 8(d) are
          several and not joint. 




SECTION 9.      RULE 144A AND
RULE 144 



        The
Company and each Guarantor agrees with each Holder, for so long as any Transfer Restricted
Securities remain outstanding and during any period in which the Company or such Guarantor
(i) is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon
request of any Holder, to such Holder or beneficial owner of Transfer Restricted
Securities in connection with any sale thereof and any prospective purchaser of such
Transfer Restricted Securities designated by such Holder or beneficial owner, the
information required by Rule 144A(d)(4) under the Act in order to permit resales of such
Transfer Restricted Securities pursuant to Rule 144A under the Act, and (ii) is subject to
Section 13 or 15 (d) of the Exchange Act, to make all filings required thereby in a timely
manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule
144. 








18












SECTION 10.      MISCELLANEOUS 


        (a)    
          Remedies. The Company and the Guarantors acknowledge and agree that any
          failure by the Company and/or the Guarantors to comply with their respective
          obligations under Sections 3 and 4 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
          Company’s and the Guarantors’ obligations under Sections 3 and 4
          hereof. The Company and the Guarantors further agree to waive the defense in any
          action for specific performance that a remedy at law would be adequate. 


        (b)    
          No Inconsistent Agreements. Neither the Company nor any Guarantor will,
          on or after the date of this Agreement, enter into any agreement with respect to
          its securities that is inconsistent with the rights granted to the Holders in
          this Agreement or otherwise conflicts with the provisions hereof. Neither the
          Company nor any Guarantor has previously entered into any agreement granting any
          registration rights with respect to its securities to any Person that would
          require such securities to be included in any Registration Statement filed
          hereunder. 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 and the Guarantors’ securities under any agreement in
          effect on the date hereof. 



        (c)    
          Amendments and Waivers. The provisions of this Agreement may not be
          amended, modified or supplemented, and waivers or consents to or departures from
          the provisions hereof may not be given unless (i) in the case of Section 5
          hereof and this Section 10(c)(i), the Company has obtained the written consent
          of Holders of all outstanding Transfer Restricted Securities and (ii) in the
          case of all other provisions hereof, the Company has obtained the written
          consent of Holders of a majority of the outstanding principal amount of Transfer
          Restricted Securities (excluding Transfer Restricted Securities held by the
          Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent
          to departure from the provisions hereof that relates exclusively to the rights
          of Holders whose Transfer Restricted Securities are being tendered pursuant to
          the Exchange Offer, and that does not affect directly or indirectly the rights
          of other Holders whose Transfer Restricted Securities are not being tendered
          pursuant to such Exchange Offer, may be given by the Holders of a majority of
          the outstanding principal amount of Transfer Restricted Securities subject to
          such Exchange Offer. 


        (d)    
          Additional Guarantors. The Company shall cause any of its Restricted
          Subsidiaries (as defined in the Indenture) that becomes, prior to the
          consummation of the Exchange Offer, a Guarantor in accordance with the terms and
          provisions of the Indenture to become a party to this Agreement as a Guarantor.
          It is understood and agreed that if, prior to the Exchange Offer, a Guarantor
          that has executed this Agreement is no longer a Guarantor under the Indenture
          pursuant to and in accordance with the provisions of the Indenture, such
          Guarantor shall no longer be a Guarantor for purposes of this Agreement. 



        (e)    
          Third Party Beneficiary. The Holders shall be third party beneficiaries
          of the agreements made hereunder between the Company 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 







19











to the extent they may deem such
          enforcement necessary or advisable to protect their rights or the rights of
          Holders hereunder. 



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



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



          



     	 	        (ii)    
          if to the Company or the Guarantors: 



          


	  	Gardner Denver, Inc.

                                    1800 Gardner Expressway

                                    Quincy, Illinois 62305

                                    Telecopier No.:  (217) 228-8260

                                    Attention:  Chief Financial Officer 








     	 	               
          With a copy to:: 



          


	  	 Bryan Cave LLP

                                    One Metropolitan Square

                                    211 North Broadway, Suite 3600

                                    St. Louis, Missouri 63102

                                    Telecopier No.:  (314) 259-2020

                                    Attention:  Denis P. McCusker, Esq. 





        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 receipt acknowledged, if telecopied; and on the
next Business Day, if timely delivered to an air courier guaranteeing overnight delivery. 



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



             (g)    
          Successors and Assigns. This Agreement shall inure to the benefit of and
          be binding upon the successors and assigns of each of the parties, including
          without limitation and without the need for an express assignment, subsequent
          Holders; provided that nothing herein shall be deemed to permit any
          assignment, transfer or other disposition of Transfer Restricted Securities in
          violation of the terms hereof or of the Purchase Agreement or the Indenture. If
          any transferee of any Holder shall acquire Transfer Restricted Securities in any
          manner, whether by operation of law or otherwise, such Transfer Restricted
          Securities shall be held subject to all of the terms of this Agreement, and by
          taking and holding such Transfer Restricted 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, including the restrictions on resale set
          forth in this Agreement and, if applicable, the Purchase Agreement, and such
          Person shall be entitled to receive the benefits hereof. 








20











             (h)    
          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. 



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



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



             (k)    
          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. 



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












21











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


	  	GARDNER DENVER, INC.




	  	By:	 
 
	  		  Name:
  Title:





	  	GUARANTORS:

                                                     AIR-RELIEF, INC.

                                                     ALLEN-STUART EQUIPMENT COMPANY, INC.

                                                     BELLISS & MORCOM (USA) INC.

                                                     GARDNER DENVER HOLDINGS INC.

                                                     GARDNER DENVER WATER JETTING SYSTEMS, INC.

                                                     LAMSON CORPORATION

                                                     GARDNER DENVER NASH HOLDINGS LLC

                                                     GARDNER DENVER NASH LLC

                                                     TCM INVESTMENTS, INC.

                                                     HOFFMAN AIR FILTRATION LICENSCO INC.




	  	By:	 
 
	  		  Name:
  Title:










Accepted and agreed to as of 
the date
first above written: 




[XXXXXX] 


	BEAR, STEARNS & CO. INC.	  




	By:	 
 	  
		  Name:
  Title:	  












SCHEDULE I 



     1.    
          Air-Relief, Inc. 



     2.    
          Allen-Stuart Equipment Company, Inc. 



     3.    
          Belliss & Morcom (USA) Inc. 



     4.    
          Gardner Denver Holdings Inc. 



     5.    
          Gardner Denver Water Jetting Systems, Inc. 



     6.    
          Lamson Corporation 



     7.    
          Gardner Denver Nash Holdings LLC 



     8.    
          Gardner Denver Nash LLC 



     9.    
          TCM Investments, Inc. 



     10.    
          Hoffman Air Filtration Licensco Inc.