Exhibit
4.2


 


EXECUTION VERSION


 


$250,000,000


 


LANTHEUS MEDICAL IMAGING, INC.


 


$250,000,000 9.750% of Senior Notes due 2017


 


REGISTRATION RIGHTS AGREEMENT


 


May 10,
2010


 


JEFFERIES &
COMPANY, INC.


As Representative of the


Initial Purchasers listed in


Schedule I hereto


c/o Jefferies &
Company, Inc.


520 Madison Avenue


New York, New York 10022


 


Ladies and Gentlemen:


 


Lantheus Medical
Imaging, Inc., a Delaware corporation (the “Company”), is issuing
and selling to the several initial purchasers listed in Schedule I
hereto (the “Initial Purchasers”), upon the terms set forth in the
Purchase Agreement dated May 4, 2010, by and among Lantheus Medical
Imaging, Inc., the Initial Purchasers and the Guarantors named therein
(the “Purchase Agreement”), $250,000,000 in aggregate principal amount
of 9.750% Senior Notes due 2017 issued by the Company (the “Notes”)
pursuant to the Indenture (as described below). As an inducement to the Initial
Purchasers to enter into the Purchase Agreement, the Company and the Guarantors
listed in the signature pages hereto agree with the Initial Purchasers,
for the benefit of the Holders (as defined below) of the Notes (including,
without limitation, the Initial Purchasers), as follows:


 


1.             Definitions


 


Capitalized terms that are
used herein without definition and are defined in the Purchase Agreement shall
have the respective meanings ascribed to them in the Purchase Agreement. As
used in this Agreement, the following terms shall have the following meanings:


 


Additional
Interest: See Section 4(a).


 


Advice: See
Section 6(w).


 


Agreement: This
Registration Rights Agreement, dated as of the Closing Date, between the
Company and the Initial Purchasers.


 


Applicable
Period: See Section 2(e).


 


Business
Day: A day that is not a Saturday, a Sunday or a day on which banking
institutions in the City of New York are authorized or required by law or
executive order to be closed.


 


Closing
Date: May 10, 2010.


 


Commission: The
Securities and Exchange Commission.


 

















 


Company: See the
introductory paragraph to this Agreement.


 


Effectiveness
Period: See Section 3(a).


 


Effectiveness
Target Date: The  365th day after the Closing Date.


 


Entitled
Securities: Notes and Private Exchange Notes; provided, however, that a Note or Private
Exchange Note, as applicable, shall cease to be an Entitled Security upon the
earliest to occur of the following: (i) in the circumstances contemplated
by Section 2(a), the Note has been exchanged by a Person other than a
broker-dealer for an Exchange Note in an Exchange Offer as contemplated in
Section 2(a); (ii) following an exchange by a broker-dealer of the
Note for an Exchange Note in an Exchange Offer, such Exchange Note has been
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; (iii) in the circumstances contemplated by
Section 3, a Shelf Registration Statement registering such Note or Private
Exchange Note, as applicable, under the Securities Act has been effectively
registered and such Note or Private Exchange Note, as applicable, has been
disposed of by the holder thereof pursuant to and in accordance with such
effective Shelf Registration Statement; or (iv) such Note or Private
Exchange Note, as applicable, is actually sold by the holder thereof pursuant
to Rule 144 under circumstances in which any legend borne by such Note or
Private Exchange Note, as applicable, relating to restrictions on
transferability thereof under the Securities Act or otherwise, is removed by
the Company or pursuant to the Indenture (provided,
that such Note or Private Exchange Note, as applicable, will not cease to be an
Entitled Security for purposes of the Exchange Offer by virtue of this clause
(iv)).


 


Event Date: See
Section 4(b).


 


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


 


Exchange
Consummation Target Date: The 30th Business Day after the date on
which the Exchange Offer Registration Statement is declared effective by the
Commission.


 


Exchange
Notes: 9.750% Senior Notes due 2017  of
the Company, identical in all material respects to the Notes, including the
guarantees endorsed thereon, except for references to series and restrictive
legends.


 


Exchange
Offer: See Section 2(a).


 


Exchange
Offer Registration Statement: See Section 2(a).


 


FINRA: Financial
Industry Regulatory Authority.


 


Guarantor: Parent and
each wholly-owned domestic subsidiary of the Company that guarantees the
obligations of the Company under the Indenture.


 


Holder: Any
beneficial holder of Entitled Securities.


 


Indemnified
Party: See Section 8(c). 


 


Indemnifying
Party: See Section 8(c).


 


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Indenture: The
Indenture, dated as of the Closing Date, among the Company, the Guarantors and
Wilmington Trust FSB as trustee, pursuant to which the Notes are being issued,
as amended or supplemented from time to time in accordance with the terms
hereof.


 


Initial
Purchasers: See the introductory paragraph to this Agreement.


 


Initial
Shelf Registration Statement: See Section 3(a).


 


Inspectors: See
Section 6(o).


 


Losses: See
Section 8(a).


 


Notes: See the
introductory paragraph to this Agreement. 


 


Parent: Lantheus MI
Intermediate, Inc., a Delaware corporation.


 


Participating
Broker-Dealer: See Section 2(e).


 


Person: An
individual, trustee, corporation, partnership, limited liability company, joint
stock company, trust, unincorporated association, union, business association,
firm, government or agency or political subdivision thereof, or other legal
entity.


 


Private
Exchange: See Section 2(f).


 


Private
Exchange Notes: See Section 2(f).


 


Prospectus: The
prospectus included in any Registration Statement (including, without
limitation, a prospectus that discloses information previously omitted from a
prospectus filed as part of an effective registration statement in reliance
upon Rule 430A promulgated under the Securities Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Entitled Securities covered by such Registration
Statement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus.


 


Purchase
Agreement: See the introductory paragraph to this Agreement. 


 


Records: See
Section 6(o).


 


Registration
Statement: Any registration statement of the Company and the
Guarantors filed with the Commission under the Securities Act (including, but
not limited to, any Exchange Offer Registration Statement, any Shelf
Registration Statement and any subsequent Shelf Registration Statement) that
covers any of the Entitled Securities pursuant to the provisions of this
Agreement, including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits and
all material incorporated by reference or deemed to be incorporated by
reference in such registration statement.


 


Rule 144: Rule 144
promulgated under the Securities Act, as such Rule may be amended from
time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the Commission providing for offers and sales
of securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer or such securities
being free of the registration and prospectus delivery requirements of the
Securities Act.


 


3

















 


Rule 144A:
Rule 144A promulgated under the Securities Act, as such Rule may be
amended from time to time, or any similar rule (other than Rule 144)
or regulation hereafter adopted by the Commission.


 


Rule 415: Rule 415
promulgated under the Securities Act, as such Rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the
Commission.


 


Rule 430A:
Rule 430A promulgated under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission.


 


Securities: The Notes,
the Exchange Notes and the Private Exchange Notes.


 


Securities
Act: The Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.


 


Shelf
Effectiveness Target Date: The  90th day after the Shelf Filing Obligation arises.


 


Shelf
Filing Obligation: See Section 2(j). 


 


Shelf
Registration Statement: See Section 3(b). 


 


Shelf
Suspension Period: See Section 3(a).


 


Subsequent Shelf
Registration Statement: See Section 3(b).


 


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


 


Trustee: The trustee
under the Indenture and, if different, the trustee under any indenture
governing the Exchange Notes and Private Exchange Notes (if any).


 


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


 


2.             Exchange Offer


 


(a)           Unless the
Exchange Offer would not be permitted by applicable laws or a policy of the
Commission, the Company shall (and shall cause each Guarantor to)
(i) prepare and file with the Commission after the date hereof a
registration statement (the “Exchange Offer Registration Statement”) on
an appropriate form under the Securities Act with respect to an offer (the “Exchange
Offer”) to the Holders of Notes to issue and deliver to such Holders, in
exchange for the Notes, a like principal amount of Exchange Notes,
(ii) use its commercially reasonable efforts to have the Exchange Offer
Registration Statement declared effective by the Commission after the filing
thereof, and in no event later than the Effectiveness Target Date,
(iii) use its commercially reasonable efforts to keep the Exchange Offer
Registration Statement effective until the consummation of the Exchange Offer
in accordance with its terms, and (iv) commence the Exchange Offer and use
its commercially reasonable efforts to issue, on or prior to the Exchange
Consummation Target Date, Exchange Notes in exchange for all Notes tendered
prior thereto in 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 Commission.


 


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(b)           The Exchange Notes shall be
issued under, and entitled to the benefits of the Indenture or a trust
indenture that is identical to the Indenture (other than such changes as are
necessary to comply with any requirements of the Commission to effect or
maintain the qualifications thereof under the TIA).


 


(c)           Interest on the Exchange
Notes and Private Exchange Notes will accrue from the last interest payment due
date on which interest was paid on the Notes surrendered in exchange therefor
or, if no interest has been paid on the Notes, from the date of original issue
of the Notes. Each Exchange Note and Private Exchange Note shall bear interest
at the rate set forth thereon.


 


(d)           The Company will require
each Holder as a condition to participation in the Exchange Offer to represent
(i) that any Exchange Notes received by it will be acquired in the
ordinary course of its business, (ii) that at the time of the commencement
and consummation of the Exchange Offer such Holder has not entered into any
arrangement or understanding with any Person to participate in the distribution
(within the meaning of the Securities Act) of the Exchange Notes in violation
of the provisions of the Securities Act, (iii) that if such Holder is an
“affiliate” of the Company within the meaning of Rule 405 of the
Securities Act, it will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable to it, (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 Notes; (v) if such Holder is
a Participating Broker-Dealer, that it will deliver a Prospectus in connection
with any resale of the Exchange Notes; and (vi) such Holder is not acting
on behalf of any Person who could not truthfully make the foregoing
representations.


 


(e)           The Company shall (and shall
cause each Guarantor to) include within the Prospectus contained in the
Exchange Offer Registration Statement a section entitled “Plan of Distribution”
reasonably acceptable to the Initial Purchasers which shall contain a summary
statement of the positions taken or policies made by the staff of the
Commission with respect to the potential “underwriter” status of any
broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under
the Exchange Act) of Exchange Notes received by such broker-dealer in the
Exchange Offer for its own account in exchange for Notes that were acquired by
it as a result of market-making or other trading activity (a “Participating
Broker-Dealer”), whether such positions or policies have been publicly
disseminated by the staff of the Commission or such positions or policies, in
the reasonable judgment of the Initial Purchasers based upon advice of counsel,
represent the prevailing views of the staff of the Commission. Such “Plan of
Distribution” section shall also allow, to the extent permitted by applicable
policies and regulations of the Commission, the use of the Prospectus by all
Persons subject to the prospectus delivery requirements of the Securities Act,
including, to the extent so permitted, all Participating Broker-Dealers, and
shall include a statement describing the manner in which Participating
Broker-Dealers may resell the Exchange Notes. The Company shall use its
commercially reasonable efforts to keep the Exchange Offer Registration
Statement effective and to amend and supplement the Prospectus contained
therein, in order to permit such Prospectus to be lawfully delivered by all
Persons subject to the prospectus delivery requirements of the Securities Act
for such period of time as such Persons must comply with such requirements in
order to resell the Exchange Notes; provided that such period shall not exceed
the lesser of 180 days and the date on which all Persons subject to the
prospectus delivery requirements of the Securities Act have sold all Exchange
Notes held by them (the “Applicable Period”).


 


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(f)            If, upon consummation of the
Exchange Offer, the Initial Purchasers hold any Notes acquired by them and
having the status of an unsold allotment in the initial distribution, the
Company (upon the written request from the Initial Purchasers) shall,
simultaneously with the delivery of the Exchange Notes in the Exchange Offer,
issue and deliver to the Initial Purchasers, in exchange (the “Private
Exchange”) for the Notes held by the Initial Purchasers, a like principal
amount of Notes that are identical to the Exchange Notes except for the existence
of restrictions on transfer thereof under the Securities Act and securities
laws of the several states of the United States (the “Private Exchange Notes”)
(and which are issued pursuant to the same Indenture as the Exchange Notes).
The Private Exchange Notes shall bear the same CUSIP number as the Exchange
Notes, if permitted by the CUSIP Services Bureau.


 


(g)           In connection with the
Exchange Offer, the Company shall (and shall cause each Guarantor to, to the
extent necessary):


 


(i)            mail, or cause to be mailed,
to each Holder a copy of the Prospectus forming part of the Exchange Offer
Registration Statement, together with an appropriate letter of transmittal that
is an exhibit to the Exchange Offer Registration Statement, and any related
documents;


 


(ii)           keep the Exchange Offer open
for not less than 20 Business Days after the date that notice thereof is mailed
to the Holders (or longer if required by applicable law)


 


(iii)          utilize the services of a
depositary for the Exchange Offer with an address in the Borough of Manhattan,
the City of New York or in Wilmington, Delaware, which may be the Trustee or an
affiliate thereof;


 


(iv)          permit Holders to withdraw
tendered Entitled Securities at any time prior to 5:00 p.m., New York
time, on the last Business Day on which the Exchange Offer shall remain open;
and


 


(v)           otherwise comply in all
material respects with all applicable laws related to the Exchange Offer.


 


(h)           As soon as practicable after
the close of the Exchange Offer or the Private Exchange, as the case may be,
the Company shall (and shall cause each Guarantor to, to the extent necessary):


 


(i)            accept for exchange all
Entitled Securities validly tendered pursuant to the Exchange Offer or the
Private Exchange, as the case may be, and not validly withdrawn;


 


(ii)           deliver to the Trustee for
cancellation all Entitled Securities so accepted for exchange; and


 


(iii)          cause the Trustee to
authenticate and deliver promptly to each Holder tendering such Entitled
Securities, Exchange Notes or Private Exchange Notes, as the case may be, equal
in principal amount to the Notes of such Holder so accepted for exchange.


 


(i)            The Exchange Notes and the
Private Exchange Notes may be issued under (i) the Indenture or (ii) an
indenture identical to the Indenture (other than such changes as are necessary
to comply with any requirements of the Commission to effect or maintain the
qualification


 


6

















 


thereof under the TIA),
which in either event will provide that the Exchange Notes will not be subject
to the transfer restrictions set forth in the Indenture, that the Private
Exchange Notes will be subject to the transfer restrictions set forth in the
Indenture, and that the Exchange Notes, the Private Exchange Notes and the
Notes, if any, will be deemed one class of security (subject to the provisions
of the Indenture) and entitled to participate in any Guarantee (as such terms
are defined in the Indenture) on an equal and ratable basis.


 


(j)            If: (i) the Company and
the Guarantors are not permitted to consummate the Exchange Offer because the
consummation of the Exchange Offer is not permitted by applicable law or
Commission policy, or (ii) in the case of (A) any Holder not
permitted by applicable law or Commission policy to participate in the Exchange
Offer, (B) any Holder participating in the Exchange Offer that receives
Exchange Notes that may not resell such Exchange Notes 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 or (C) any
broker-dealer that holds Notes acquired directly from the Company or any of its
affiliates and, in each such case contemplated by this clause (ii), such Holder
notifies the Company prior to the 20th Business Day following consummation of
the Exchange Offer, then the Company and the Guarantors shall file a Shelf
Registration Statement pursuant to Section 3 (such obligation to file a
Shelf Registration Statement, a “Shelf Filing Obligation”) and shall
deliver notice thereof within five Business Days to the Holders (or in the case
of an occurrence of any event described in clause (ii) of this Section 2(j),
to any such Holder) and the Trustee.


 


3.             Shelf Registration Statement


 


Upon the occurrence of a
Shelf Filing Obligation pursuant to Section 2(j), this Section 3
shall apply to all Entitled Securities. Otherwise, upon consummation of the
Exchange Offer in accordance with Section 2, the provisions of Section 3
shall apply solely with respect to (i) Notes held by any Holder thereof
not permitted by law or Commission policy to participate in the Exchange Offer,
(ii) Notes held by any broker-dealer that acquired such Notes directly
from the Company or any of its affiliates and (iii) Exchange Notes that
are not freely tradeable as contemplated by Section 2(j)(ii)(B) hereof,
provided in each case that the relevant Holder has duly notified the Company
prior to the 20th Business Day following consummation of the Exchange Offer as
required by Section 2(j)(ii).


 


(a)           Initial Shelf Registration
Statement. The Company shall (and shall cause each Guarantor
to) file with the Commission a Registration Statement for an offering to be
made on a continuous basis pursuant to Rule 415 covering all of the
Entitled Securities (the “Initial Shelf Registration Statement”). The
Company shall (and shall cause each Guarantor to) use its commercially
reasonable efforts to file with the Commission the Initial Shelf Registration
Statement within 30 days after the Shelf Filing Obligation arises and shall use
its commercially reasonable efforts to cause such Initial Shelf Registration
Statement to be declared effective by the Commission on or prior to the Shelf
Effectiveness Target Date. The Initial Shelf Registration Statement shall be on
Form S-1 or another appropriate form permitting registration of such
Entitled Securities for resale by Holders in the manner or manners reasonably
designated by them (including, without limitation, one or more underwritten
offerings). The Company and Guarantors shall not permit any securities other
than the Entitled Securities to be included in any Shelf Registration
Statement. The Company shall (and shall cause each Guarantor to) use its
commercially reasonable efforts to keep the Initial Shelf Registration
Statement continuously effective under the Securities Act until the date which
is two years from the Closing Date (subject to extension pursuant to the last
sentence of Section 6(w)) (the “Effectiveness Period”), or such
shorter period ending when (i) all Entitled Securities covered by the
Initial Shelf Registration Statement have been


 


7

















 


sold in the manner set forth
and as contemplated in the Initial Shelf Registration Statement, (ii) a
Subsequent Shelf Registration Statement covering all of the Entitled Securities
covered by and not sold under the Initial Shelf Registration Statement or an
earlier Subsequent Shelf Registration Statement has been declared effective by
the Commission under the Securities Act or (iii) there cease to be any
outstanding Entitled Securities. Notwithstanding anything to the contrary in
this Agreement, at any time, the Company may delay the filing of any Initial
Shelf Registration Statement or delay or suspend the effectiveness thereof, for
a reasonable period of time, but not in excess of 60 days in any calendar year
(each, a “Shelf Suspension Period”), if the Board of Directors of the
Issuer determines reasonably and in good faith that (x) the filing of any
such Initial Shelf Registration Statement or the continuing effectiveness
thereof would require the disclosure of non-public material information that,
in the reasonable judgment of the Board of Directors of the Issuer, would be
detrimental to the Issuer if so disclosed or would otherwise materially
adversely affect a financing, acquisition, disposition, merger or other
material transaction or (y) such action is required by applicable law.


 


(b)           Subsequent Shelf
Registration Statements. If the Initial Shelf Registration Statement
or any Subsequent Shelf Registration Statement (as defined below) ceases to be
effective for any reason at any time during the Effectiveness Period (other
than because of the sale of all of the securities registered thereunder), the
Company shall (and shall cause each Guarantor to), subject to the last sentence
of Section 3(a) above, use its commercially reasonable efforts to
obtain the prompt withdrawal of any order suspending the effectiveness thereof,
and in any event shall within 30 days of such cessation of effectiveness amend
such Shelf Registration Statement in a manner to obtain the withdrawal of the
order suspending the effectiveness thereof, or file (and cause each Guarantor
to file) an additional “shelf” Registration Statement pursuant to Rule 415
covering all of the Entitled Securities (a “Subsequent Shelf Registration Statement”).
If a Subsequent Shelf Registration Statement is filed, the Company shall (and
shall cause each Guarantor to), subject to the last sentence of Section 3(a) above,
use its commercially reasonable efforts to cause the Subsequent Shelf
Registration Statement to be declared effective by the Commission as soon as
practicable after such filing and to keep such Subsequent Shelf Registration
Statement continuously effective for a period equal to the number of days in
the Effectiveness Period less the aggregate number of days during which the
Initial Shelf Registration Statement or any Subsequent Shelf Registration
Statement was previously continuously effective. As used herein the term “Shelf
Registration Statement” means the Initial Shelf Registration Statement and
any Subsequent Shelf Registration Statements.


 


(c)           Supplements and Amendments. The Company
shall promptly supplement and amend any Shelf Registration Statement if
required by the rules, regulations or instructions applicable to the
registration form used for such Shelf Registration Statement, if required by
the Securities Act.


 


(d)           Provision of Information. No Holder of
Entitled Securities shall be entitled to include any of its Entitled Securities
in any Shelf Registration Statement pursuant to this Agreement unless such
Holder furnishes to the Company and the Trustee in writing, within 20 days
after receipt of a written request therefor, such information as the Company
and the Trustee after conferring with counsel with regard to information
relating to Holders that would be required by the Commission to have such
Holder’s Entitled Securities be included in such Shelf Registration Statement
or Prospectus included therein, may reasonably request for inclusion in any
Shelf Registration Statement or Prospectus included therein, and no such Holder
shall be entitled to benefit from the provisions regarding Additional Interest


 


8

















 


pursuant to Section 4
hereof unless and until such Holder shall have provided such information.


 


4.             Additional
Interest


 


(a)           The Company and each
Guarantor acknowledges and agrees that the Holders of Entitled Securities will
suffer damages if the Company or any Guarantor fails to fulfill its material
obligations under Section 2 or Section 3 hereof and that it would not
be feasible to ascertain the extent of such damages with precision.
Accordingly, the Company and the Guarantors agree to pay additional cash
interest on the Notes (“Additional Interest”) under the circumstances
and to the extent set forth below (each of which shall be given independent
effect):


 


(i)            if neither the Exchange
Offer Registration Statement nor the Initial Shelf Registration Statement is
declared effective by the Commission on or prior to the Effectiveness Target
Date or the Shelf Effectiveness Target Date, as applicable, Additional Interest
shall accrue on the Entitled Securities outstanding over and above any stated
interest at a rate of 0.25% per annum of the principal amount of such Notes for
the first 90 days immediately following the Effectiveness Target Date, such
Additional Interest rate increasing by an additional 0.25% per annum at the
beginning of each subsequent 90-day period;


 


(ii)           if the Exchange Offer is not
consummated on or prior to the Exchange Consummation Target Date, Additional
Interest shall accrue on the Entitled Securities outstanding over and above any
stated interest at a rate of 0.25% per annum of the principal amount of such
Notes for the first 90 days immediately following the Exchange Consummation
Target Date, such Additional Interest rate increasing by an additional 0.25%
per annum at the beginning of each subsequent 90-day period;


 


(iii)          if (A) the Exchange
Offer Registration Statement is declared effective by the Commission and such
Exchange Offer Registration Statement ceases to be effective or usable at any
time prior to the time that the Exchange Offer is consummated, or (B) if
applicable, a Shelf Registration Statement has been declared effective by the
Commission and such Shelf Registration Statement ceases to be effective or
usable at any time prior to the first anniversary of its effective date (other
than such time as all Notes have been disposed of thereunder), then Additional
Interest shall accrue on the Entitled Securities outstanding, over and above
any stated interest, at a rate of 0.25% per annum of the principal amount of
such Entitled Securities outstanding commencing on (y) the date the
Exchange Offer Registration Statement ceases to be effective, in the case of
clause (A) above, or (z) the day such Shelf Registration Statement
ceases to be effective, in the case of (B) above, such Additional Interest
rate increasing by an additional 0.25% per annum at the beginning of each such
subsequent 90-day period;


 


provided,
however, that Additional Interest will not accrue under more than one of the
foregoing clauses (i), (ii) and (iii) at any one time; and provided, further, that the maximum Additional
Interest rate on the Entitled Securities outstanding may not exceed at any one
time in the aggregate 1.00% per annum; provided
further, that (1) upon the effectiveness of the Exchange Offer
Registration Statement or Initial Shelf Registration Statement (in the case of
clause (i) above), (2) upon the consummation of the Exchange Offer
(in the case of clause


 


9

















 


(ii) above), or (3) when
the Exchange Offer Registration Statement that had ceased to remain effective
or usable (in the case of clause (iii)(A) above), or when a Shelf
Registration Statement which had ceased to remain effective or usable (in the
case of (iii)(B) above) is deemed effective and/or usable again,
Additional Interest on the Notes as a result of such clause (or the relevant
subclause thereof), as the case may be, shall cease to accrue. Notwithstanding
any provisions of this Section 4, the Company shall not be obligated to
pay Additional Interest provided in Section 4(a) during any Shelf
Suspension Period permitted by Section 3(a) hereof.


 


(b)           The Company shall notify the
Trustee within 3 Business Days after each and every date on which an event
occurs in respect of which Additional Interest is required to be paid (an “Event
Date”). Any amounts of Additional Interest due pursuant to clause (a)(i),
(a)(ii) or (a)(iii) of this Section 4 will be paid by the
Company and the Guarantors in accordance with the Indenture on the next
scheduled interest payment date, commencing with the first such semi-annual
date occurring after any such Additional Interest commences to accrue. The
amount of Additional Interest will be determined by the Company by multiplying
the applicable Additional Interest rate by the principal amount of the Notes,
multiplied by a fraction, the numerator of which is the number of days such
Additional Interest rate was applicable during such period (determined on the
basis of a 360-day year comprised of twelve 30-day months and, in the case of a
partial month, the actual number of days elapsed), and the denominator of which
is 360.


 


5.             [Intentionally
Omitted]


 


6.             Registration
Procedures


 


In connection with the
filing of any Registration Statement pursuant to Sections 2 or 3 hereof, the
Company shall (and shall cause each Guarantor to) effect such registrations to
permit the sale of such securities covered thereby in accordance with the
intended method or methods of disposition thereof, and pursuant thereto and in
connection with any Registration Statement filed by the Company hereunder, the
Company shall (and shall cause each Guarantor to):


 


(a)           Prepare and file with the
Commission, the Exchange Offer Registration Statement or if the Exchange Offer
Registration Statement is not filed because of the circumstances contemplated
by Section 2(j), a Shelf Registration Statement as prescribed by Section 3,
and use its commercially reasonable efforts to cause each such Registration
Statement to become effective and remain effective as provided herein; provided that, if (1) a Shelf
Registration Statement is filed pursuant to Section 3 or (2) a
Prospectus contained in an Exchange Offer Registration Statement filed pursuant
to Section 2 is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period relating thereto, before filing any Registration Statement or
Prospectus or any amendments or supplements thereto the Company shall (and
shall cause each Guarantor to), if requested, furnish to and afford the Holders
of the Entitled Securities to be registered pursuant to such Shelf Registration
Statement, each Participating Broker-Dealer, the managing underwriters, if any,
and each of their respective counsel, a reasonable opportunity to review copies
of all such documents (including copies of any documents to be incorporated by
reference therein and all exhibits thereto) proposed to be filed (in each case
at least 5 Business Days prior to such filing). The Company and each Guarantor
shall not file any such Registration Statement or Prospectus or any amendments
or supplements thereto in respect of which the Holders must provide information
for the inclusion therein without the Holders being afforded an opportunity to
review such documentation if the


 


10






 










 


holders of a majority in
aggregate principal amount of the Entitled Securities covered by such
Registration Statement, or any such Participating Broker-Dealer, as the case
may be, the managing underwriters, if any, or any of their respective counsel
shall reasonably object in writing on a timely basis. 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 omits to state any material
fact necessary to make the statements therein not misleading or fails to comply
with the applicable requirements of the Securities Act.


 


(b)           Provide an indenture trustee
for the Entitled Securities, the Exchange Notes or the Private Exchange Notes,
as the case may be, and cause the Indenture (or other indenture relating to the
Entitled Securities) to be qualified under the TIA not later than the effective
date of the first Registration Statement; and in connection therewith, to
effect such changes to such indenture as may be required for such indenture to
be so qualified in accordance with the terms of the TIA; and execute, and use
its commercially reasonable efforts to cause such 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 Commission to enable such indenture to be so
qualified in a timely manner.


 


(c)           Prepare and file with the
Commission such pre-effective amendments and post-effective amendments to each
Shelf Registration Statement or Exchange Offer Registration Statement, as the
case may be, as may be necessary to keep such Registration Statement
continuously effective for the Effectiveness Period or the Applicable Period,
as the case may be; cause the related Prospectus to be supplemented by any
Prospectus supplement required by applicable law, and as so supplemented to be
filed pursuant to Rule 424 (or any similar provisions then in force)
promulgated under the Securities Act; and comply with the provisions of the
Securities Act and the Exchange Act applicable to them with respect to the
disposition of all securities covered by such Registration Statement as so
amended or in such Prospectus as so supplemented and with respect to the
subsequent resale of any securities being sold by a Participating Broker-Dealer
covered by any such Prospectus. The Company and each Guarantor shall not,
during the Applicable Period, voluntarily take any action that would result in
selling Holders of the Entitled Securities covered by a Registration Statement
or Participating Broker-Dealers seeking to sell Exchange Notes not being able
to sell such Entitled Securities or such Exchange Notes during that period,
unless such action is required by applicable law, rule or regulation or
permitted by this Agreement.


 


(d)           Furnish to such selling
Holders and Participating Broker-Dealers who so request in writing (i) upon
the Company’s receipt, a copy of the order of the Commission declaring such Registration
Statement and any post effective amendment thereto effective, (ii) such
reasonable number of copies of such Registration Statement and of each
amendment and supplement thereto (in each case including any documents
incorporated therein by reference and all exhibits), (iii) such reasonable
number of copies of the Prospectus included in such Registration Statement
(including each preliminary Prospectus) and each amendment and supplement
thereto, and such reasonable number of copies of the final Prospectus as filed
by the Company and each Guarantor pursuant to Rule 424(b) under the
Securities Act, in conformity with the requirements of the Securities Act and
each amendment and supplement thereto, and (iv) such other documents
(including any amendments required to be filed pursuant to clause (c) of
this Section), as any such Person may reasonably request in writing. The
Company and the Guarantors hereby consent to the use of the Prospectus by each
of the selling Holders of Entitled Securities or each such Participating
Broker-Dealer, as the case may be, and the underwriters or agents, if any, and
dealers, if any, in connection with the offering and sale of the Entitled
Securities covered by, or the sale by Participating


 


11

















 


Broker-Dealers of the
Exchange Notes pursuant to, such Prospectus and any amendment or supplement
thereto.


 


(e)           If (1) a Shelf
Registration Statement is filed pursuant to Section 3, or (2) a
Prospectus contained in an Exchange Offer Registration Statement filed pursuant
to Section 2 is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period relating thereto, the Company shall notify in writing the
selling Holders of Entitled Securities, or each such Participating
Broker-Dealer, as the case may be, the managing underwriters, if any, and each
of their respective counsel promptly (but in any event within 2 Business Days)
(i) when a Prospectus or any Prospectus supplement or post-effective
amendment has been filed, and, with respect to a Registration Statement or any
post-effective amendment, when the same has become effective (including in such
notice a written statement that any Holder may, upon request, obtain, without
charge, one conformed copy of such Registration Statement or post-effective
amendment including financial statements and schedules, documents incorporated
or deemed to be incorporated by reference and exhibits), (ii) of the
issuance by the Commission of any stop order suspending the effectiveness of a
Registration Statement or of any order preventing or suspending the use of any
Prospectus or the initiation of any proceedings for that purpose, (iii) if
at any time when a Prospectus is required by the Securities Act to be delivered
in connection with sales of the Entitled Securities the representations and
warranties of the Company and any Guarantor contained in any agreement
(including any underwriting agreement) contemplated by Section 6(n) hereof
cease to be true and correct, (iv) of the receipt by the Company or any
Guarantor of any notification with respect to the suspension of the
qualification or exemption from qualification of a Registration Statement or
any of the Entitled Securities or the Exchange Notes to be sold by any
Participating Broker-Dealer for offer or sale in any jurisdiction, or the
initiation or threatening of any proceeding for such purpose, (v) of the
happening of any event, the existence of any condition of any information
becoming known that makes any statement made in such Registration Statement or
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference untrue in any material respect or that requires the making
of any changes in, or amendments or supplements to, such Registration
Statement, Prospectus or documents so that, in the case of the Registration
Statement and the Prospectus, it will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, (vi) of any reasonable
determination by the Company or any Guarantor that a post-effective amendment
to a Registration Statement would be appropriate and (vii) of any request
by the Commission for amendments to the Registration Statement or supplements
to the Prospectus or for additional information relating thereto.


 


(f)            Use its commercially
reasonable efforts to prevent the issuance of any order suspending the
effectiveness of a Registration Statement or of any order preventing or
suspending the use of a Prospectus or suspending the qualification (or
exemption from qualification) of any of the Entitled Securities or the Exchange
Notes to be sold by any Participating Broker-Dealer, for sale in any
jurisdiction, and, if any such order is issued, to use its commercially
reasonable efforts to obtain the withdrawal of any such order at the earliest
possible date.


 


(g)           If (A) a Shelf
Registration Statement is filed pursuant to Section 3, (B) a
Prospectus contained in an Exchange Offer Registration Statement filed pursuant
to Section 2 is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period or (C) reasonably requested in writing by the managing
underwriters, if any, or the Holders of a majority in aggregate


 


12

















 


principal amount of the
Entitled Securities being sold in connection with an underwritten offering, (i) promptly
incorporate in a Prospectus supplement or post-effective amendment such
information or revisions to information therein relating to such underwriters
or selling Holders as the managing underwriters, if any, or such Holders or any
of their respective counsel reasonably request in writing to be included or
made therein and (ii) make all required filings of such Prospectus
supplement or such post-effective amendment as soon as practicable after the
Company has received notification of the matters to be incorporated in such
Prospectus supplements or post-effective amendment.


 


(h)           Prior to any public offering
of Entitled Securities or any delivery of a Prospectus contained in the
Exchange Offer Registration Statement by any Participating Broker-Dealer who
seeks to sell Exchange Notes during the Applicable Period, use its commercially
reasonable efforts to register or qualify, and to cooperate with the selling Holders
of Entitled Securities or each such Participating Broker-Dealer, as the case
may be, the underwriters, if any, and their respective counsel in connection
with the registration or qualification (or exemption from such registration or
qualification) of such Entitled Securities or Exchange Notes, as the case may
be, for offer and sale under the securities or Blue Sky laws of such
jurisdictions within the United States as any selling Holder, Participating
Broker-Dealer or any managing underwriter or underwriters, if any, reasonably
request in writing; provided,
that where Exchange Notes held by Participating Broker-Dealers or Entitled
Securities are offered other than through an underwritten offering, the Company
and each Guarantor agree to cause its counsel to perform Blue Sky
investigations and file any registrations and qualifications required to be
filed pursuant to this Section 6(h), keep each such registration or
qualification (or exemption therefrom) effective during the period such
Registration Statement is required to be kept effective and do any and all
other acts or things reasonably necessary or advisable to enable the
disposition in such jurisdictions of the Exchange Notes held by Participating
Broker-Dealers or the Entitled Securities covered by the applicable
Registration Statement; provided that
neither the Company nor any Guarantor shall be required to (A) qualify
generally to do business in any jurisdiction where it is not then so qualified,
(B) take any action that would subject it to general service of process in
any such jurisdiction where it is not then so subject or (C) subject
itself to taxation in any such jurisdiction where it is not then so subject.


 


(i)            If (A) a Shelf
Registration Statement is filed pursuant to Section 3 or (B) a Prospectus
contained in an Exchange Offer Registration Statement filed pursuant to Section 2
is requested to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period,
cooperate with the selling Holders of Entitled Securities and the managing
underwriter or underwriters, if any, to facilitate the timely preparation and
delivery of certificates representing Entitled Securities to be sold, which
certificates shall not bear any restrictive legends and shall be in a form
eligible for deposit with The Depository Trust Company, and enable such
Entitled Securities to be in such denominations and registered in such names as
the managing underwriter or underwriters, if any, or Holders may reasonably
request.


 


(j)            Use its commercially
reasonable efforts to cause the Entitled Securities covered by any Registration
Statement to be registered with or approved by such governmental agencies or
authorities as may be necessary to enable the seller or sellers thereof or the
underwriter, if any, to consummate the disposition of such Entitled Securities,
except as may be required solely as a consequence of the nature of such selling
Holder’s business, in which case the Company shall (and shall cause each Guarantor
to) cooperate in all reasonable respects with the filing of such Registration
Statement and the granting of such approvals; provided that neither the
Company nor any existing Guarantor shall be required to (A) qualify
generally to


 


13

















 


do business in any
jurisdiction where it is not then so qualified, (B) take any action that
would subject it to general service of process in any jurisdiction where it is
not then so subject or (C) subject itself to taxation in any such
jurisdiction where it is not then so subject.


 


(k)           If (1) a Shelf
Registration Statement is filed pursuant to Section 3, or (2) a
Prospectus contained in an Exchange Offer Registration Statement filed pursuant
to Section 2 is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, upon the occurrence of any event contemplated by paragraph
6(e)(v) or 6(e)(vi) hereof, as promptly as practicable, prepare and
file with the Commission, at the expense of the Company and the Guarantors, a
supplement or post-effective amendment to the Registration Statement or a
supplement to the related Prospectus or any document incorporated or deemed to
be incorporated therein by reference, or file any other required document so
that, as thereafter delivered to the purchaser of the Entitled Securities being
sold thereunder or to the purchaser of the Exchange Notes to whom such
Prospectus will be delivered by a Participating Broker-Dealer, such Prospectus
will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, and, if Commission review is required, use its commercially
reasonable efforts to cause such post-effective amendment to be declared
effective Commission as soon as possible.


 


(l)            Use its commercially
reasonable efforts to cause the Entitled Securities covered by a Registration
Statement to be rated with such appropriate rating agencies, if so requested in
writing by the Holders of a majority in aggregate principal amount of the
Entitled Securities covered by such Registration Statement or the managing
underwriter or underwriters, if any.


 


(m)          Prior to the initial
issuance of the Exchange Notes, (i) provide the Trustee with one or more
certificates for the Entitled Securities in a form eligible for deposit with
The Depository Trust Company and (ii) provide a CUSIP number for the
Exchange Notes.


 


(n)           If a Shelf Registration
Statement is filed pursuant to Section 3, enter into such agreements
(including an underwriting agreement in form, scope and substance as is
customary in underwritten offerings of debt securities similar to the Notes, as
may be appropriate in the circumstances) and take all such other actions in
connection therewith (including those reasonably requested in writing by the
managing underwriters, if any, or the Holders of a majority in aggregate
principal amount of the Entitled Securities being sold) in order to expedite or
facilitate the registration or the disposition of such Entitled Securities, and
in such connection, whether or not an underwriting agreement is entered into and
whether or not the registration is an Underwritten Registration, (i) make
such representations and warranties to the Holders and the underwriters, if
any, with respect to the business of the Company and its subsidiaries as then
conducted, and the Registration Statement, Prospectus and documents, if any,
incorporated or deemed to be incorporated by reference therein, in each case,
in form, substance and scope as are customarily made by issuers to underwriters
in underwritten offerings of debt securities similar to the Notes, as may be
appropriate in the circumstances, and confirm the same if and when reasonably
required; (ii) obtain an opinion of counsel to the Company and the
Guarantors and updates thereof (which counsel and opinions (in form, scope and
substance) shall be reasonably satisfactory to the managing underwriters, if
any, and the Holders of a majority in aggregate principal amount of the
Entitled Securities being sold), addressed to each selling Holder and each of
the underwriters, if any, covering the matters customarily covered in opinions
of counsel to the


 


14

















 


Company
and the Guarantors requested in underwritten offerings of debt securities
similar to the Notes, as may be appropriate in the circumstances; (iii) obtain
“cold comfort” letters and updates thereof (which letters and updates (in form,
scope and substance) shall be reasonably satisfactory to the managing
underwriters) from the independent certified public accountants of the Company
and the Guarantors (and, if necessary, any other independent certified public
accountants 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 of the
underwriters, such letters to be in customary form and covering matters of the
type customarily covered in “cold comfort” letters in connection with
underwritten offerings of debt securities similar to the Notes, as may be
appropriate in the circumstances, and such other matters as reasonably
requested in writing by the underwriters; and (iv) deliver such documents
and certificates as may be reasonably requested in writing by the Holders of a
majority in aggregate principal amount of the Entitled Securities being sold
and the managing underwriters, if any, to evidence the continued validity of
the representations and warranties of the Company and its subsidiaries made
pursuant to clause (i) above and to evidence compliance with any
conditions contained in the underwriting agreement or other similar agreement
entered into by the Company or any Guarantor.


 


(o)           If (1) a
Shelf Registration Statement is filed pursuant to Section 3, or (2) a
Prospectus contained in an Exchange Offer Registration Statement filed pursuant
to Section 2 is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, make available for inspection by any selling Holder of such
Entitled Securities being sold, or each such Participating Broker-Dealer, as
the case may be, any underwriter participating in any such disposition of
Entitled Securities, if any, and any attorney, accountant or other agent
retained by any such selling Holder or each such Participating Broker-Dealer,
as the case may be, or underwriter (collectively, the “Inspectors”), at
the offices where normally kept, during reasonable business hours, all
financial and other records and pertinent corporate documents of the Company
and its subsidiaries (collectively, the “Records”) as shall be
reasonably necessary to enable them to exercise any applicable due diligence
responsibilities, and cause the officers, directors and employees of the
Company and its subsidiaries to supply all information reasonably requested in
writing by any such Inspector in connection with such Registration Statement.
Each Inspector shall agree in writing that it will keep the Records
confidential and not disclose any of the Records unless (i) the disclosure
of such Records is necessary to avoid or correct a misstatement or omission in
such Registration Statement, (ii) the release of such Records is ordered
pursuant to a subpoena or other order from a court of competent jurisdiction,
(iii) the information in such Records is public or has been made generally
available to the public other than as a result of a disclosure or failure to
safeguard by such Inspector or (iv) disclosure of such information is, in
the reasonable written opinion of counsel for any Inspector, necessary or
advisable in connection with any action, claim, suit or proceeding, directly or
indirectly, involving or potentially involving such Inspector and arising out
of, based upon, related to, or involving this Agreement, or any transaction
contemplated hereby or arising hereunder. Each Inspector shall take such
actions as are reasonably necessary to protect the confidentiality of such
information to the extent such action is not inconsistent with the rights and interests
of the Holder or any Inspector. Each selling Holder of such Entitled Securities
and each such Participating Broker-Dealer will be required to agree that
information obtained by it as a result of such inspections shall be deemed
confidential and shall not be used by it as the basis for any market
transactions in the securities of the Company unless and until such is made generally
available to the public. Each Inspector, each selling Holder of such Entitled
Securities and each such Participating Broker-Dealer will be required to
further agree that it will, upon learning of the potential


 


15

















 


disclosure
of such Records, give notice to the Company and, to the extent practicable, use
its commercially reasonable efforts to allow the Company, at its expense, to
undertake appropriate action to prevent disclosure of the Records deemed
confidential at its expense.


 


(p)           Comply with all
applicable rules and regulations of the Commission and make generally available
to the security holders of the Company with regard to any Applicable
Registration Statement earning statements satisfying the provisions of section
11(a) of the Securities Act and Rule 158 thereunder (or any similar
rule promulgated under the Securities Act) no later than 45 days after the
end of any 12-month period (or 90 days after the end of any 12-month period if
such period is a fiscal year) (i) commencing at the end of any fiscal
quarter in which Entitled Securities are sold to underwriters in a firm
commitment or best efforts underwritten offering and (ii) if not sold to
underwriters in such an offering, commencing on the first day of the first
fiscal quarter of the Company after the effective date of a Registration
Statement, which statements shall cover said 12-month periods.


 


(q)           Upon
consummation of an Exchange Offer or Private Exchange, obtain an opinion of
counsel to the Company and the Guarantors (in form, scope and substance
reasonably satisfactory to the Initial Purchasers), addressed to the Trustee
for the benefit of all Holders participating in the Exchange Offer or Private
Exchange, as the case may be, to the effect that (i) the Company and the
Guarantors have duly authorized, executed and delivered the Exchange Notes or
the Private Exchange Notes, as the case may be, and the Indenture, and (ii) the
Exchange Notes or the Private Exchange Notes, as the case may be, and the
Indenture constitute legal, valid and binding obligations of the Company and
the Guarantors, enforceable against the Company and the Guarantors in
accordance with their respective terms, except as such enforcement may be
subject to customary United States and foreign exceptions.


 


(r)            If the Exchange
Offer or a Private Exchange is to be consummated, upon delivery of the Entitled
Securities by the Holders to the Company and the Guarantors (or to such other
Person as directed by the Company and the Guarantors) in exchange for the
Exchange Notes or the Private Exchange Notes, as the case may be, the Company
and the Guarantors shall mark, or caused to be marked, on such Entitled
Securities that the Exchange Notes or the Private Exchange Notes, as the case
may be, are being issued as substitute evidence of the indebtedness originally
evidenced by the Entitled Securities; provided
that in no event shall such Entitled Securities be marked as paid or
otherwise satisfied.


 


(s)           Cooperate with
each seller of Entitled Securities covered by any Registration Statement and
each underwriter, if any, participating in the disposition of such Entitled
Securities and their respective counsel in connection with any filings required
to be made with FINRA.


 


(t)            Use its
commercially reasonable efforts to cause all Securities covered by a
Registration Statement to be listed on each securities exchange, if any, on
which similar debt securities issued by the Company are then listed.


 


(u)           Use its
commercially reasonable efforts to take all other steps reasonably necessary to
effect the registration of the Entitled Securities covered by a Registration Statement
contemplated hereby.


 


(v)           The Company may
require each seller of Entitled Securities or Participating Broker-Dealer as to
which any registration is being effected to furnish to the Company such
information regarding such seller or Participating Broker-Dealer and the
distribution of such Entitled


 


16

















 


Securities
as the Company may, from time to time, reasonably request in writing. The
Company may exclude from such registration the Entitled Securities of any
seller who fails to furnish such information within a reasonable time (which
time in no event shall exceed 45 days, subject to Section 3(d) hereof)
after receiving such request. Each seller of Entitled Securities or
Participating Broker-Dealer as to which any registration is being effected
agrees to furnish promptly to the Company all information required to be
disclosed in order to make the information previously furnished by such seller
not materially misleading.


 


(w)          Each Holder of
Entitled Securities and each Participating Broker-Dealer agrees by acquisition
of such Entitled Securities or Exchange Notes to be sold by such Participating
Broker-Dealer, as the case may be, that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 6(e)(ii),
6(e)(iv), 6(e)(v), or 6(e)(vi), such Holder will forthwith discontinue
disposition of such Entitled Securities covered by a Registration Statement and
such Participating Broker-Dealer will forthwith discontinue disposition of such
Exchange Notes pursuant to any Prospectus and, in each case, forthwith
discontinue dissemination of such Prospectus until such Holder’s or
Participating Broker-Dealer’s receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 6(k), or until it is advised in
writing (the “Advice”) by the Company and the Guarantors that the use of
the applicable Prospectus may be resumed, and has received copies of any
amendments or supplements thereto and, if so directed by the Company and the
Guarantors, such Holder or Participating Broker-Dealer, as the case may be,
will deliver to the Company all copies, other than permanent file copies, then
in such Holder’s or Participating Broker-Dealer’s possession, of the Prospectus
covering such Entitled Securities current at the time of the receipt of such
notice. In the event the Company and the Guarantors shall give any such notice,
the Applicable Period shall be extended by the number of days during such
periods from and including the date of the giving of such notice to and
including the date when each Participating Broker-Dealer shall have received
(x) the copies of the supplemented or amended Prospectus contemplated by
Section 6(k) or (y) the Advice.


 


7.             Registration Expenses


 


(a)           All fees and
expenses incident to the performance of or compliance with this Agreement by
the Company and the Guarantors shall be borne by the Company and the
Guarantors, whether or not the Exchange Offer or a Shelf Registration Statement
is filed or becomes effective, including, without limitation, (i) all
registration and filing fees, including, without limitation, (A) fees with
respect to filings required to be made with FINRA in connection with any
underwritten offering and (B) fees and expenses of compliance with state
securities or Blue Sky laws as provided in Section 6(h) hereof
(including, without limitation, reasonable fees and disbursements of counsel in
connection with Blue Sky qualifications of the Entitled Securities or Exchange
Notes and determination of the eligibility of the Entitled Securities or
Exchange Notes for investment under the laws of such jurisdictions (x) where
the Holders are located, in the case of the Exchange Notes, or (y) as
provided in Section 6(h), in the case of Entitled Securities or Exchange
Notes to be sold by a Participating Broker-Dealer during the Applicable
Period), (ii) printing expenses, including, without limitation, expenses
of printing Prospectuses if the printing of Prospectuses is requested by the
managing underwriter or underwriters, if any, or by the Holders of a majority
in aggregate principal amount of the Entitled Securities included in any
Registration Statement or by any Participating Broker-Dealer during the
Applicable Period, as the case may be, (iii) messenger, telephone and
delivery expenses incurred in connection with the performance of their
obligations hereunder, (iv) fees and disbursements of counsel for the
Company and the Guarantors, (v) fees and disbursements of all independent
certified public accountants


 


17

















 


referred
to in Section 6 (including, without limitation, the expenses of any
special audit and “cold comfort” letters required by or incident to such
performance), (vi) rating agency fees and the fees and expenses incurred
in connection with the listing of the Securities to be registered on any
securities exchange, (vii) Securities Act liability insurance, if the
Company and the Guarantors desire such insurance, (viii) fees and expenses
of all other Persons retained by the Company and the Guarantors, (ix) fees
and expenses of any “qualified independent underwriter” or other independent
appraiser participating in an offering pursuant to Section 3 of Schedule E
to the By-laws of FINRA, but only where the need for such a “qualified
independent underwriter” arises due to a relationship with the Company and the
Guarantors, (x) internal expenses of the Company and the Guarantors
(including, without limitation, all salaries and expenses of officers and
employees of the Company or the Guarantors performing legal or accounting
duties), (xi) the expense of any annual audit, (xii) the fees and
expenses of the Trustee and the Exchange Agent and (xiii) the expenses
relating to printing, word processing and distributing all Registration
Statements, underwriting agreements, securities sales agreements, indentures
and any other documents necessary in order to comply with this Agreement.


 


(b)           Notwithstanding
the foregoing, the holders of the Entitled Securities being registered shall
pay all agency fees and commissions and underwriting discounts and commissions
attributable to the sale of such Entitled Securities and the fees and
disbursements of any counsel or other advisors or experts retained by such
holders (severally or jointly), other than any counsel and experts specifically
referred to in Section 7(a) above.


 


8.             Indemnification


 


(a)           Indemnification
by the Company and the Guarantors. The Company and the
Guarantors jointly and severally agree to indemnify and hold harmless each
Holder of Entitled Securities, Exchange Notes or Private Exchange Notes and
each Participating Broker-Dealer selling Exchange Notes during the Applicable
Period, each Person, if any, who controls each such Holder (within the meaning of
Section 15 of the Securities Act or Section 20(a) of the
Exchange Act) and the officers, directors and partners of each such Holder,
Participating Broker-Dealer and controlling person, to the fullest extent
lawful, from and against any and all losses, claims, damages, liabilities,
costs (including, without limitation, reasonable costs of preparation and
reasonable attorneys’ fees as provided in this Section 8) and expenses
(including, without limitation, reasonable costs and expenses incurred in
connection with investigating, preparing, pursuing or defending against any of
the foregoing) (collectively, “Losses”), as incurred, directly or
indirectly caused by, related to, based upon, arising out of or in connection
with any untrue or alleged untrue statement of a material fact contained in any
Registration Statement, Prospectus or form of prospectus, or in any amendment
or supplement thereto, or in any preliminary prospectus, or any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, except insofar as such Losses are
solely based upon information relating to such Holder or Participating
Broker-Dealer and furnished in writing to the Company and the Guarantors by
such Holder or Participating Broker-Dealer or their counsel expressly for use
therein. The Company and the Guarantors also agree to indemnify underwriters,
selling brokers, dealer managers and similar securities industry professionals
participating in the distribution, their officers, directors, agents and
employees and each Person who controls such Persons (within the meaning of
Section 5 of the Securities Act or Section 20(a) of the Exchange
Act) to the same extent as provided above with respect to the indemnification
of the Holders or the Participating Broker-Dealer.


 


18

















 


(b)           Indemnification
by Holder. In connection with any Registration Statement, Prospectus
or form of prospectus, any amendment or supplement thereto, or any preliminary
prospectus in which a Holder is participating, such Holder shall furnish to the
Company and the Guarantors in writing such information as the Company and the
Guarantors reasonably request for use in connection with any Registration
Statement, Prospectus or form of prospectus, any amendment or supplement
thereto, or any preliminary prospectus and shall indemnify and hold harmless
the Company, the Guarantors, their respective directors and each Person, if
any, who controls the Company and the Guarantors (within the meaning of Section 15
of the Securities Act and Section 20(a) of the Exchange Act), and the
directors, officers and partners of such controlling persons, to the fullest
extent lawful, from and against all Losses arising out of or based upon any
untrue or alleged untrue statement of any material fact contained in any
Registration Statement, Prospectus or form of prospectus or in any amendment or
supplement thereto or in any preliminary prospectus, or any omission or alleged
omission to state therein 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 to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with the any
information so furnished in writing by such Holder to the Company and the
Guarantors expressly for use therein and shall reimburse the Company for any
legal or other expenses reasonably incurred by the Company in connection with
investigating or defending any such action or claim as such expenses are
incurred. Notwithstanding the foregoing, in no event shall the liability of any
selling Holder be greater in amount than such Holder’s Maximum Contribution
Amount (as defined below).


 


(c)           Conduct of
Indemnification Proceedings. If any proceeding shall be
brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified
Party”), such Indemnified Party shall promptly notify the party or parties
from which such indemnity is sought (the “Indemnifying Party” or “Indemnifying
Parties”, as applicable) in writing; but the omission to so notify the
Indemnifying Party (i) will not relieve such Indemnifying Party from any
liability under paragraph (a) or (b) above unless and only to the
extent it is materially prejudiced as a result thereof and (ii) will not,
in any event, relieve the Indemnifying Party from any obligations to any
Indemnified Party other than the indemnification obligation provided in
paragraphs (a) and (b) above.


 


The Indemnifying Party shall
have the right, exercisable by giving written notice to an Indemnified Party,
within 20 Business Days after receipt of written notice from such Indemnified
Party of such proceeding, to assume, at its expense, the defense of any such
proceeding; provided, that an
Indemnified Party shall have the right to employ separate counsel in any such
proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or parties
unless: (1) the Indemnifying Party has agreed to pay such fees and
expenses; or (2) the Indemnifying Party shall have failed promptly to
assume the defense of such proceeding or shall have failed to employ counsel
reasonably satisfactory to such Indemnified Party; or (3) the named
parties to any such proceeding (including any impleaded parties) include both
such Indemnified Party and the Indemnifying Party or any of its affiliates or
controlling persons, and such Indemnified Party shall have been advised by
counsel that there may be one or more defenses available to such Indemnified
Party that are in addition to, or in conflict with, those defenses available to
the Indemnifying Party or such affiliate or controlling person (in which case,
if such Indemnified Party notifies the Indemnifying Parties in writing that it
elects to employ separate counsel at the expense of the Indemnifying Parties,
the Indemnifying Parties shall not have the right to assume the defense and the
reasonable fees and expenses of such counsel shall be at the expense of the
Indemnifying Party; it being understood, however, that, the Indemnifying Party
shall not, in connection with any one such proceeding or separate but
substantially similar or related proceedings in the same jurisdiction, arising
out of


 


19

















 


the same general allegations
or circumstances, be liable for the fees and expenses of more than one separate
firm of attorneys (together with appropriate local counsel) at any time for
such Indemnified Party).


 


No Indemnifying Party shall
be liable for any settlement of any such proceeding effected without its
written consent, which shall not be unreasonably withheld, but if settled with
its written consent, or if there be a final judgment for the plaintiff in any
such proceeding, each Indemnifying Party jointly and severally agrees, subject
to the exceptions and limitations set forth above, to indemnify and hold
harmless each Indemnified Party from and against any and all Losses by reason
of such settlement or judgment. The Indemnifying Party shall not consent to the
entry of any judgment or enter into any settlement unless such judgment or
settlement (i) includes as an unconditional term thereof the giving by the
claimant or plaintiff to each Indemnified Party of a release, in form and
substance reasonably satisfactory to the Indemnified Party, from all liability
in respect of such proceeding for which such Indemnified Party would be
entitled to indemnification hereunder (whether or not any Indemnified Party is
a party thereto) and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act by or on behalf of any
Indemnified Party.


 


(d)           Contribution. If the
indemnification provided for in this Section 8 is unavailable to an
Indemnified Party or is insufficient to hold such Indemnified Party harmless
for any Losses in respect of which this Section 8 would otherwise apply by
its terms (other than by reason of exceptions provided in this Section 8),
then each applicable Indemnifying Party, in lieu of indemnifying such
Indemnified Party, shall have a joint and several obligation to contribute to
the amount paid or payable by such Indemnified Party as a result of such
Losses, in such proportion as is appropriate to reflect the relative fault of
the Indemnifying Party, on the one hand, and such Indemnified Party, on the
other hand, in connection with the actions, statements or omissions that
resulted in such Losses as well as any other relevant equitable considerations.
The relative fault of such Indemnifying Party, on the one hand, and Indemnified
Party, on the other hand, shall be determined by reference to, among other
things, whether any untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
supplied by such Indemnifying Party or Indemnified Party, and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent any such statement or omission. The amount paid or payable by an
Indemnified Party as a result of any Losses shall be deemed to include any
legal or other fees or expenses incurred by such party in connection with any
proceeding, to the extent such party would have been indemnified for such fees
or expenses if the indemnification provided for in Section 8(a) or 8(b) was
available to such party.


 


The parties hereto agree
that it would not be just and equitable if contribution pursuant to this
Section 8(d) were determined by pro rata allocation or by other
method of allocation that does not take account of the equitable considerations
referred to in the immediately preceding paragraph. Notwithstanding the
provisions of this Section 8(d), a selling Holder shall not be required to
contribute, in the aggregate, any amount in excess of such Holder’s Maximum
Contribution Amount. A selling Holder’s “Maximum Contribution Amount”
shall equal the excess of (i) the aggregate proceeds received by such
Holder pursuant to the sale of such Entitled Securities or Exchange Notes over
(ii) the aggregate amount of damages that such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation. The Holders’ obligations to contribute pursuant to this
Section 8(d) are several in proportion to the respective principal
amount of the Registrable Securities held by each Holder hereunder and not
joint. The Company’s and Guarantors’ obligations to contribute pursuant to this
Section 8(d) are joint and several.


 


20














 


The indemnity and
contribution agreements contained in this Section 8 are in addition to any
liability that the Indemnifying Parties may have to the Indemnified Parties.


 


9.             Rules 144
and 144A


 


The Company covenants that
it shall use its commercially reasonable efforts to (a) file the reports
required to be filed by it (if so required) under the Securities Act and the
Exchange Act in a timely manner and, if at any time the Company is not required
to file such reports, it will, upon the written request of any Holder of
Entitled Securities, make publicly available other information necessary to
permit sales pursuant to Rule 144 and 144A and (b) take such further
action as any Holder may reasonably request in writing, all to the extent
required from time to time to enable such Holder to sell Entitled Securities
without registration under the Securities Act pursuant to the exemptions
provided by Rule 144 and Rule 144A. Upon the request of any Holder,
the Company shall deliver to such Holder a written statement as to whether it
has complied with such information and requirements.  The Company will be deemed to have satisfied
the foregoing requirements if Parent (as defined in the Indenture) files such
reports required by the Indenture within the applicable time periods set forth
therein.


 


10.           Underwritten
Registrations of Entitled Securities


 


If any of the Entitled
Securities covered by any Shelf Registration Statement are to be sold in an
underwritten offering, the investment banker or investment bankers and manager
or managers that will manage the offering will be selected by the Holders of a
majority in aggregate principal amount of such Entitled Securities included in
such offering; provided, however, that such investment banker or
investment bankers and manager or managers must be reasonably acceptable to the
Company.


 


No Holder of Entitled
Securities may participate in any underwritten registration hereunder unless
such Holder (a) agrees to sell such Holder’s Entitled Securities on the
basis provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements and (b) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting
arrangements.


 


11.           Miscellaneous


 


(a)           Remedies. In the event
of a breach by either the Company or any of the Guarantors of any of their
respective obligations under this Agreement, each Holder, in addition to being
entitled to exercise all rights provided herein, in the Indenture or, in the
case of the Initial Purchasers, in the Purchase Agreement, or granted by law,
including recovery of damages, will be entitled to specific performance of its
rights under this Agreement. The Company and the Guarantors agree that monetary
damages would not be adequate compensation for any loss incurred by reason of a
breach by either the Company or any of the Guarantors of any of the provisions
of this Agreement and hereby further agree that, in the event of any action for
specific performance in respect of such breach, the Company shall (and shall
cause each Guarantor to) waive the defense that a remedy at law would be
adequate.


 


(b)           No Inconsistent
Agreements. The Company and each of the Guarantors have not entered,
as of the date hereof, and the Company and each of the Guarantors shall not
enter, after the date of this Agreement, into any agreement with respect to any
of its securities that is inconsistent with the rights granted to the Holders
of Securities in this Agreement or otherwise conflicts with the provisions
hereof. The Company and each of the Guarantors have not entered and will not
enter into any agreement with respect to any of its securities that will grant
to any Person piggy-back rights with respect to a Registration Statement.


 


21

















 


(c)           Adjustments
Affecting Entitled Securities. The Company shall not,
directly or indirectly, take any action with respect to the Entitled Securities
as a class that would adversely affect the ability of the Holders to include
such Entitled Securities in a registration undertaken pursuant to this
Agreement.


 


(d)           Amendments and
Waivers. The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, otherwise than with the prior written consent of the Holders
of not less than a majority in aggregate principal amount of the then
outstanding Entitled Securities in circumstances that would adversely affect
any Holders of Entitled Securities; provided,
however, that Section 8 and
this Section 11(d) may not be amended, modified or supplemented
without the prior written consent of each Holder. Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with
respect to a matter that relates exclusively to the rights of Holders of
Entitled Securities whose securities are being tendered pursuant to the
Exchange Offer or sold pursuant to a Notes Registration Statement and that does
not directly or indirectly affect, impair, limit or compromise the rights of
other Holders of Entitled Securities may be given by Holders of at least a
majority in aggregate principal amount of the Entitled Securities being tendered
or being sold by such Holders pursuant to such Notes Registration Statement.


 


(e)           Notices. All notices
and other communications provided for or permitted hereunder shall be made in
writing by hand delivery, registered first-class mail, next-day air courier or
telecopier:


 


(i)            if to a Holder of Securities
or to any Participating Broker-Dealer, at the most current address of such
Holder or Participating Broker-Dealer, as the case may be, set forth on the
records of the registrar of the Notes, with a copy in like manner to the
Representative of the Initial Purchasers as follows:


 


Jefferies &
Company, Inc.


520
Madison Avenue


New
York, New York 10022


Facsimile
No.: (212) 284-2280


Attention:
  General Counsel


 


with
a copy to (which should not constitute notice):


 


Latham &
Watkins LLP


885
Third Avenue


New
York, New York 10022


Attention:
Marc Jaffe, Esq., Ian Schuman, Esq.


 


(ii)           if to the Initial
Purchasers, at the address specified in Section 11(e)(1);


 


(iii)          if to the Company or any
Guarantor, as follows:


 


Lantheus
Medical Imaging, Inc.


331
Treble Cove Road, Bldg. 600-2


North
Billerica, Massachusetts 01862


Attention:
Michael Duffy, Esq.


 


22

















 


with
a copy to (which should not constitute notice):


 


Avista
Capital Holdings, L.P.


65
East 55th Street, 18th Floor


New
York, NY 10022


Attention:
Ben Silbert


 


Weil,
Gotshal & Manages LLP


767
Fifth Avenue


New
York, New York 10153


Attention:
Todd R. Chandler, Esq.


 


All such notices and
communications shall be deemed to have been duly given: when delivered by hand,
if personally delivered; five Business Days after being deposited in the United
States mail, postage prepaid, if mailed, one Business Day after being deposited
in the United States mail, postage prepaid, if mailed; one Business Day after
being timely delivered to a next-day air courier guaranteeing overnight
delivery; and when receipt is acknowledged by the addressee, if telecopied.


 


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


 


(f)            Successors and
Assigns. This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties hereto, including, without
limitation and without the need for an express assignment, subsequent Holders
of Securities.


 


(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 AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAW. THE COMPANY
HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT
SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL
COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF
ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT,
AND IRREVOCABLY ACCEPTS FOR ITS AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. THE COMPANY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW,
TRIAL BY JURY AND ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH
COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY
SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE COMPANY IRREVOCABLY
CONSENTS, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE
LAW, TO THE SERVICE OF PROCESS OF ANY OF


 


23

















 


THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE COMPANY AT ITS
SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED
AGAINST THE COMPANY IN ANY OTHER JURISDICTION.


 


(j)            Severability. If any term,
provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their commercially reasonable
efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention
of the parties that they would have executed the remaining terms, provisions,
covenants and restrictions without including any of such that may be hereafter
declared invalid, illegal, void or unenforceable.


 


(k)           Securities Held
by the Company or Its Affiliates. Whenever the consent or
approval of Holders of a specified percentage of Securities is required
hereunder, Securities held by the Company or its affiliates (as such term is
defined in Rule 405 under the Securities Act) shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.


 


(l)            Third Party
Beneficiaries. Holders and Participating Broker-Dealers are
intended third party beneficiaries of this Agreement and this Agreement may be
enforced by such Persons.


 


(m)          Entire
Agreement. This Agreement, together with the Purchase
Agreement and the Indenture, is intended by the parties as a final and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and therein and any and all
prior oral or written agreements, representations, or warranties, contracts,
understanding, correspondence, conversations and memoranda between the Initial
Purchasers on the one hand and the Company and the Guarantors on the other, or
between or among any agents, representatives, parents, subsidiaries,
affiliates, predecessors in interest or successors in interest with respect to
the subject matter hereof and thereof are merged herein and replaced hereby.


 


Remainder of Page Intentionally Blank


 


24

















 


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


 


 


	
   

  	
  LANTHEUS MEDICAL IMAGING,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald Kiepert

  
	
   

  	
   

  	
  Name: Donald Kiepert

  
	
   

  	
   

  	
  Title:   President, Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LANTHEUS MI INTERMEDIATE,
  INC., as

  
	
   

  	
   

  	
  Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald Kiepert

  
	
   

  	
   

  	
  Name: Donald Kiepert

  
	
   

  	
   

  	
  Title:   President, Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LANTHEUS MI REAL ESTATE,
  LLC, as

  
	
   

  	
   

  	
  Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald Kiepert

  
	
   

  	
   

  	
  Name: Donald Kiepert

  
	
   

  	
   

  	
  Title:   President, Chief Executive Officer

  



 


Registration Rights Agreement


 

















 


ACCEPTED AND AGREED TO:


 


JEFFERIES & COMPANY,
INC.


 


 


	
  By:

  	
  /s/ Dustin Tyner

  	
   

  
	
  Name:

  	
  Dustin Tyner

  	
   

  
	
  Title:

  	
  Senior Vice President

  	
   

  



 


Registration Rights Agreement


 

















 


SCHEDULE I


INITIAL PURCHASERS


 


Jefferies &
Company, Inc


 


BMO
Capital Markets Corp.


 


Natixis Bleichroeder LLC