exv4wf






Exhibit 4(f)




$215,000,000



215,000 Units



consisting of



$480 principal amount of 12% Senior Secured Notes due 2015 of





STRATUS TECHNOLOGIES BERMUDA LTD.



and



$520 principal amount of 12% Senior Secured Notes due 2015 of





STRATUS TECHNOLOGIES, INC.




REGISTRATION RIGHTS AGREEMENT



April 8, 2010




JEFFERIES & COMPANY, INC.

520 Madison Avenue 
New York,
New York 10022



Ladies and Gentlemen:




     Stratus Technologies Bermuda Ltd., a company formed under the laws of Bermuda (the
“Bermuda Issuer”) and Stratus Technologies, Inc., a Delaware corporation (the “U.S.
Issuer” and, together with the Bermuda Issuer, the “Issuers”) are issuing and selling
to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set forth in the
Purchase Agreement dated March 31, 2010 (the “Purchase Agreement”), by and among
the Issuers, the Initial Purchaser and the guarantors named therein (each such entity, a
“Guarantor”), 215,000 Units (each a “Unit” and, collectively, the “Units”),
each Unit consisting of $480 principal amount of 12% Senior Secured Notes due 2015 issued by the
Bermuda Issuer (the “Bermuda Issuer Notes”) and $520 principal amount of 12% Senior Secured
Notes due 2015 issued by the U.S. Issuer (the “U.S. Issuer Notes” and together with the Bermuda
Issuer Notes, the “Notes”). For purposes of this Agreement, Units shall exclude the 20.61
ordinary shares of Stratus Technologies Bermuda Holdings Ltd. (“Holdings”) and 4.69
preference shares of Holdings (collectively, the “Equity Shares”) that were offered in
connection with the issuance and sale of the Notes. As an inducement to the Initial Purchaser to
enter into the Purchase Agreement, each of the Issuers and the subsidiary guarantors listed in the
signature pages hereto agree with the Initial Purchaser, for the benefit of the Holders (as defined
below) of the Units (including, without limitation, the Initial Purchaser), 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 5(w).



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



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     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: April 8, 2010.



     Collateral Documents: Shall have the meaning set forth in the Indenture.



     Day: Unless otherwise expressly provided, a calendar day.



     Effectiveness Date: The 420th day after the Closing Date.



     Effectiveness Period: See Section 3(a).



     Event Date: See Section 4(b).



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



     Exchange Bermuda Issuer Notes: The 12% senior secured notes due 2015 of the Bermuda Issuer,
identical in all material respects to the Bermuda Issuer Notes, including the guarantees endorsed
thereon, except for references to series and restrictive legends.



     Exchange Notes: The Exchange Bermuda Issuer Notes and Exchange U.S. Issuer Notes.



     Exchange Offer: See Section 2(a).



     Exchange Registration Statement: See Section 2(a).



     Exchange Units: The units, each consisting of $480 principal amount of Exchange Bermuda Issuer
Notes and $520 principal amount of Exchange U.S. Issuer Notes, identical in all material respects
to the Units, except for references to series and restrictive legends.



     Exchange U.S. Issuer Notes: The 12% senior secured notes due 2015 of the U.S. Issuer,
identical in all material respects to the U.S. Issuer Notes, including the guarantees endorsed
thereon, except for references to series and restrictive legends.



     Filing Date: The 300th day after the Closing Date.



     FINRA: Financial Industry Regulatory Authority, Inc.



     Guarantor: See the introductory paragraph to this Agreement.



     Holder: Any beneficial holder of Registrable Units.



     Indemnified Party: See Section 7(c).



     Indemnifying Party: See Section 7(c).



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     Indenture: The Indenture, dated as of the Closing Date, among the Issuers, the Guarantors and
The Bank of New York Mellon Trust Company, N.A., as trustee, pursuant to which the Notes are being
issued, as amended or supplemented from time to time in accordance with the terms thereof.



     Initial Purchaser: See the introductory paragraph to this Agreement.



     Initial Shelf Registration: See Section 3(a).



     Inspectors: See Section 5(o).



     Issuers: See the introductory paragraph to this Agreement.



     Lien: Shall have the meaning set forth in the Indenture.



     Losses: See Section 7(a).



     Notes: See the introductory paragraph to this Agreement.



     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).



     Private Exchange Units: 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 Registrable Units 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 5(o).



     Registrable Units: (1) Each Unit until the earliest to occur of:



     (a) the date on which such Unit is exchanged in the Exchange Offer for an Exchange Unit which
is entitled to be resold to the public by the holder thereof without complying with the prospectus
delivery requirements of the Securities Act;



     (b) the date on which such Unit has been disposed of in accordance with a Shelf Registration
Statement; and



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     (c) the date on which such Unit is distributed to the public pursuant to Rule 144 under the
Securities Act; and



     (2) Each Exchange Unit held by a Participating Broker-Dealer until the date on which such
Exchange Unit is disposed of by a Participating Broker-Dealer pursuant to the “Plan of
Distribution” contemplated by the Exchange Registration Statement (including the delivery of the
prospectus contained therein).



     Registration Statement: Any registration statement of the Issuers and the Guarantors filed
with the SEC under the Securities Act (including, but not limited to, the Exchange Registration
Statement, the Shelf Registration and any subsequent Shelf Registration) that covers any of the
Registrable Units 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 SEC
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.



     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 SEC.



     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 SEC.



     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 SEC.



     SEC: The Securities and Exchange Commission.



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



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



     Separation Event: Shall have the meaning set forth in the Indenture.



     Shelf Notice: See Section 2(j).



     Shelf Registration: See Section 3(b).



     Subsequent Shelf Registration: See Section 3(b).



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



     Trustee: The trustee under the Indenture.



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



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	2.	 	Exchange Offer






	 	(a)	 	Unless the Exchange Offer would not be permitted by applicable laws or a policy of the
SEC, the Issuers shall (and shall cause each Guarantor to) (i) prepare and file with the
SEC not later than the Filing Date, a registration statement (the “Exchange
Registration Statement”) on an appropriate form under the Securities Act with respect
to an offer (the “Exchange Offer”) to the Holders of Registrable Units to issue and
deliver to such Holders, in exchange for the Units, a like principal amount of Exchange
Units, (ii) use commercially reasonable efforts to cause the Exchange Registration
Statement to become effective no later than the Effectiveness Date, (iii) use it
commercially reasonable efforts to keep the Exchange Registration Statement effective until
the consummation of the Exchange Offer in accordance with its terms, and (iv) commence the
Exchange Offer and use commercially reasonable efforts to issue on or prior to 30 Business
Days after the date on which the Exchange Registration Statement is declared effective,
Exchange Units in exchange for all Units validly 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 SEC and that there has been no action or proceeding instituted or threatened
by any governmental agency with respect to the Exchange Offer.
	 
	 	(b)	 	The Exchange Notes shall be issued under, and entitled to the benefits of, (i) the
Indenture and (ii) the Collateral Documents.
	 
	 	(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; provided, that interest with respect to the period prior to the issuance
thereof shall accrue at the rate or rates borne by the Notes from time to time during such
period.
	 
	 	(d)	 	The Issuers may require each Holder as a condition to participation in the Exchange
Offer to represent (i) that any Exchange Units received by it will be acquired in the
ordinary course of 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 Units in violation of the provisions of the Securities Act, (iii) that if such
Holder is an “affiliate” of any of the Issuers 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 Units and (v) if such Holder is a Participating Broker-Dealer, that it
will deliver a Prospectus in connection with any resale of the Exchange Units.
	 
	 	(e)	 	The Issuers shall (and shall cause each Guarantor to) include within the Prospectus
contained in the Exchange Registration Statement a section entitled “Plan of Distribution”
which shall contain a summary statement of the positions taken or policies made by the
staff of the SEC 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
Units received by such broker-dealer in the Exchange Offer for its own account in exchange
for Units 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 SEC or such positions or policies, in the
judgment of the




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	 	 	 	Issuers with advice of counsel, represent the prevailing views of the staff of the SEC. Such
“Plan of Distribution” section shall also allow, to the extent permitted by applicable policies and
regulations of the SEC, 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 include a statement describing the manner in which Participating Broker-Dealers
may resell the Exchange Units. The Issuers shall use commercially reasonable efforts to keep the
Exchange 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, subject to the
limitations herein, as such Persons must comply with such requirements in order to resell the
Exchange Units (the “Applicable Period”).
	 
	 	(f)	 	If, upon consummation of the Exchange Offer, the Initial Purchaser holds any Units
acquired by it and having the status of an unsold allotment in the initial distribution, the
Issuers (upon the written request from the Initial Purchaser) shall, simultaneously with the
delivery of the Exchange Units in the Exchange Offer, issue and deliver to the Initial Purchaser,
in exchange (the “Private Exchange”) for the Units held by the Initial Purchaser, a like
principal amount of units that are identical to the Exchange Units 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 Units”) (and which underlying Notes (the
“Private Exchange Notes”) are issued pursuant to the Indenture). The Issuers shall use
commercially reasonable efforts to cause the Private Exchange Units to bear the same CUSIP number
as the Exchange Units, solely with such differences as may be necessary to reflect restrictions on
transfer applicable to the Private Exchange Units.
	 
	 	(g)	 	In connection with the Exchange Offer, the Issuers shall (and shall cause each Guarantor
to):






	 	(i)	 	mail to each Holder a copy of the Prospectus forming part of the Exchange Registration
Statement, together with an appropriate letter of transmittal that is an exhibit to the Exchange
Registration Statement, and any related documents;
	 
	 	(ii)	 	keep the Exchange Offer open for not less than 20 Business Days after the date notice
thereof is mailed to the Holders (or longer if required by applicable law)
	 
	 	(iii)	 	utilize the services of a depository for the Exchange Offer with an address in the
United States, which may be the Trustee or an affiliate thereof;
	 
	 	(iv)	 	permit Holders to withdraw tendered Registrable Units at any time prior to the close of
business, 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.






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






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




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	 	(ii)	 	deliver to the Trustee for cancellation all Registrable Units so accepted for
exchange; and
	 
	 	(iii)	 	cause the Trustee to authenticate and deliver promptly to each Holder
tendering such Registrable Units and underlying Notes, Exchange Units and
underlying Exchange Notes or Private Exchange Units and underlying 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 shall be issued under the Indenture,
which 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 all the security granted by the
Issuers pursuant to the Collateral Documents and in any Guarantee (as such terms are
defined in the Indenture) on an equal and ratable basis.
	 
	 	(j)	 	If: (i) prior to the consummation of the Exchange Offer, the Holders of a majority in
aggregate principal amount of Registrable Units determines in its or their reasonable
judgment and notify the Issuers in writing that the Exchange Units would not, upon receipt,
be tradable by the Holders thereof without restriction under the Securities Act and the
Exchange Act and without material restrictions under applicable Blue Sky or state
securities laws; (ii) applicable interpretations of the staff of the SEC would not permit
the consummation of the Exchange Offer on or prior to the Effectiveness Date; (iii)
subsequent to the consummation of the Private Exchange, any Holder of Private Exchange
Units so requests; (iv) the Exchange Offer is not consummated within 30 Business Days from
the date on which the Exchange Registration Statement is declared effective; or (v) in the
case of (A) any Holder not permitted by applicable law or SEC policy to participate in the
Exchange Offer, (B) any Holder participating in the Exchange Offer that receives Exchange
Units that may not be sold without restriction under state and federal securities laws
(other than due solely to the status of such Holder as an affiliate of either of the
Issuers within the meaning of the Securities Act) or (C) any broker-dealer that holds Units
acquired directly from the Issuers or any of their respective affiliates and, in each such
case contemplated by this clause (v), such Holder notifies the Issuers within three months
of consummation of the Exchange Offer, then the Issuers shall promptly (and in any event
within five Business Days) deliver to the Holders (or in the case of an occurrence of any
event described in clause (v) of this Section 2(i), to any such Holder) and the Trustee
notice thereof (the “Shelf Notice”) and shall file an Initial Shelf Registration
pursuant to Section 3.






	3.	 	Shelf Registration





     If a Shelf Notice is delivered pursuant to Section 2(j), then this Section 3 shall apply to
all Registrable Units. Otherwise, upon consummation of the Exchange Offer in accordance with
Section 2, the provisions of Section 3 shall apply solely with respect to (i) Units held by any
Holder thereof not permitted to participate in the Exchange Offer, (ii) Units held by any
broker-dealer that acquired such Units directly from the Issuers or any of their respective
affiliates and (iii) Exchange Units that are not freely tradable as contemplated by Section
2(j)(v), provided in each case that the relevant Holder has duly notified the Issuers within three
months of the Exchange Offer as required by Section 2(j)(v).





	 	(a)	 	Initial Shelf Registration. The Issuers shall (and shall cause each Guarantor
to) file with the SEC a Registration Statement for an offering to be made on a continuous
basis pursuant to




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	 	 	 	Rule 415 covering all of the Registrable Units (the “Initial Shelf Registration”).
If the Issuers (and any Guarantor) have not yet filed an Exchange Registration Statement,
the Issuers shall (and shall cause each Guarantor to) file with the SEC the Initial Shelf
Registration on or prior to the Filing Date and shall use commercially reasonable efforts
to cause such Initial Shelf Registration to be declared effective under the Securities Act
on or prior to the Effectiveness Date. Otherwise, the Issuers shall (and shall cause each
Guarantor to) use commercially reasonable efforts to file with the SEC the Initial Shelf
Registration within 30 days of the delivery of the Shelf Notice and shall use commercially
reasonable efforts to cause such Shelf Registration to be declared effective under the
Securities Act as promptly as practicable thereafter (but in no event more than 120 days
after delivery of the Shelf Notice). The Initial Shelf Registration shall be on an
appropriate form permitting registration of such Registrable Units for resale by Holders in
the manner or manners reasonably designated by them (including, without limitation, one or
more underwritten offerings). The Issuers and Guarantors shall not permit any securities
other than the Registrable Units to be included in any Shelf Registration without the
consent of the Holders of a majority in aggregate principal amount of the Registrable Units
to be covered by such Shelf Registration Statement. The Issuers shall (and shall cause each
Guarantor to) use commercially reasonable efforts to keep the Initial Shelf Registration
continuously effective under the Securities Act until the date which is one year from the
date it is declared effective (subject to extension pursuant to the last paragraph of
Section 5(w) (the “Effectiveness Period”), or such shorter period ending when (i)
all Registrable Units covered by the Initial Shelf Registration have been sold in the
manner set forth and as contemplated in the Initial Shelf Registration, (ii) a Subsequent
Shelf Registration covering all of the Registrable Units covered by and not sold under the
Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared
effective under the Securities Act or (iii) there cease to be any outstanding Registrable
Units.






	 	(b)	 	Subsequent Shelf Registrations. If the Initial Shelf Registration or any Subsequent
Shelf Registration (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 Issuers shall (and shall cause each Guarantor to) use
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 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
Registrable Units (a “Subsequent Shelf Registration”). If a Subsequent Shelf
Registration is filed, the Issuers shall (and shall cause each Guarantor to) use
commercially reasonable efforts to cause the Subsequent Shelf Registration to be declared
effective as soon as practicable after such filing and to keep such Subsequent Shelf
Registration 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 or any Subsequent Shelf Registration was previously continuously effective. As
used herein the term “Shelf Registration” means the Initial Shelf Registration and any
Subsequent Shelf Registrations.
	 
	 	(c)	 	Supplements and Amendments. The Issuers shall promptly supplement and amend any
Shelf Registration if required by the rules, regulations or instructions applicable to the
registration form used for such Shelf Registration, if required by the Securities Act, or
if reasonably requested in writing by the Holders of a majority in aggregate principal
amount of the Registrable Units covered by such Shelf Registration or by any underwriter of
such Registrable Units.




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	 	(d)	 	Provision of Information. No Holder of Registrable Units shall be entitled to
include any of its Registrable Units in any Shelf Registration pursuant to this Agreement
unless such Holder furnishes to the Issuers and the Trustee in writing, within 20 days
after receipt of a written request therefor, such information as the Issuers and the
Trustee after conferring with counsel with regard to information relating to Holders that
would be required by the SEC to be included in such Shelf Registration or Prospectus
included therein, may reasonably request for inclusion in any Shelf Registration or
Prospectus included therein, and no such Holder shall be entitled to Additional Interest
pursuant to Section 4 hereof unless and until such Holder shall have provided such
information.






	4.	 	Additional Interest






	 	(a)	 	The Issuers 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 Registration Statement nor the Initial Shelf Registration has
been filed on or prior to the Filing Date, Additional Interest shall accrue on the Notes
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 Filing Date, such Additional
Interest rate increasing by an additional 0.25% per annum at the beginning of each
subsequent 90-day period;
	 
	 	(ii)	 	if neither the Exchange Registration Statement nor the Initial Shelf Registration is
declared effective on or prior to the Effectiveness Date, Additional Interest shall accrue
on the Notes 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 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 Issuers (and any Guarantor) have not exchanged Exchange Units for all
Units validly tendered in accordance with the terms of the Exchange Offer on or prior to
the date that is 30 Business Days after the Effectiveness Date, (B) the Exchange
Registration Statement ceases to be effective at any time prior to the time that the
Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared
effective and such Shelf Registration ceases to be effective at any time prior to the end
of the Effectiveness Period (other than such time as all Units have been disposed of
thereunder) and is not declared effective again within 30 days, or (D) pending the
announcement of a material corporate transaction, the Issuers issue a written notice
pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange
Registration Statement is unusable and the aggregate number of days in any 365-day period
for which all such notices issued or required to be issued, have been, or were required to
be, in effect exceeds 120 days in the aggregate or 60 days consecutively, in the case of a
Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange
Registration Statement, then Additional Interest shall accrue on the Notes, over and above
any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes
commencing on (w) the 31st Business Day after the Effectiveness Date, in the case of (A)
above, or (x) the date the Exchange Registration Statement ceases to be effective without
being declared effective again within 30 days, in the case of clause (B) above, or (y) the
day such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day
the Exchange Registration Statement or Shelf Registration ceases to be




9









 












	 	 	 	usable in case of clause (D) above in excess of the number of days referenced thereunder, 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 the maximum Additional Interest rate on the Notes may not exceed at
any one time in the aggregate 1.00% per annum; provided further, that Additional Interest shall not
accrue at any particular time with respect to more than one of clauses (A), (B), (C) or (D) above;
and provided further, that (1) upon the filing of the Exchange Registration Statement or Initial
Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange
Registration Statement or Initial Shelf Registration (in the case of (ii) above), or (3) upon the
exchange of Exchange Units for all Units tendered (in the case of (iii)(A) above), or upon the
effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the
case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased
to remain effective (in the case of (iii)(C) above), Additional Interest on the Notes as a result
of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration
Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case
may be, shall cease to accrue.
	 
	 	(b)	 	The Issuers shall notify the Trustee within three 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 payable in cash, on the dates and in
the manner provided in the Indenture and whether or not any cash interest would then be
payable on such 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 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.	 	Registration Procedures





     In connection with the filing of any Registration Statement pursuant to Sections 2 or 3
hereof, the Issuers 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 Issuers hereunder, the Issuers shall (and shall cause each Guarantor to):




	 	(a)	 	Prepare and file with the SEC on or prior to the Filing Date, the Exchange Registration
Statement or if the Exchange Registration Statement is not filed because of the circumstances
contemplated by Section 2(j), a Shelf Registration as prescribed by Section 3, and use 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 is filed pursuant to
Section 3 or (2) a Prospectus contained in an Exchange 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 Units during the Applicable Period relating thereto, before filing any
Registration Statement or Prospectus or any amendments or supplements thereto the Issuers shall
(and shall cause each Guarantor to), if requested, furnish to and afford the Holders of the
Registrable Units 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




10









 












	 	 	 	to review copies of all such documents (including, if requested, copies of any documents
to be incorporated by reference therein and all exhibits thereto) proposed to be filed
(in each case at least five Business Days prior to such filing). Each of the Issuers and
Guarantors 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 holders of a majority in aggregate principal amount of the
Registrable Units 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.
	 
	 	(b)	 	Provide an indenture trustee for the Registrable Notes, the Exchange Notes or the Private
Exchange Notes, as the case may be (which indenture trustee may be in each case the same
indenture trustee as the indenture trustee for the Notes), and cause the Indenture 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
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
SEC to enable such Indenture to be so qualified in a timely manner.
	 
	 	(c)	 	Prepare and file with the SEC such pre-effective amendments and post-effective amendments to
each Shelf Registration or Exchange 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. None of the Issuers and the
Guarantors shall, during the Applicable Period, voluntarily take any action that would result in
selling Holders of the Registrable Units covered by a Registration Statement or Participating
Broker-Dealers seeking to sell Exchange Units not being able to sell such Registrable Units or such
Exchange Units 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 Issuers’ receipt, a copy of the order of the SEC 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, if
requested, 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 Issuers 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 Issuers and the Guarantors hereby consent to the use of the Prospectus by each of the
selling Holders of Registrable Units or each such Participating Broker-Dealer, as the




11









 






	 	 	 	case may be, and the underwriters or agents, if any, and dealers, if any, in connection
with the offering and sale of the Registrable Units covered by, or the sale by
Participating Broker-Dealers of the Exchange Units pursuant to, such Prospectus and any
amendment or supplement thereto.
	 
	 	(e)	 	If (1) a Shelf Registration is filed pursuant to Section 3, or (2) a Prospectus contained in an
Exchange 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 Units during the
Applicable Period relating thereto, the Issuers shall notify in writing the selling Holders of
Registrable Units , 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 two
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, if requested, financial statements and schedules, documents
incorporated or deemed to be incorporated by reference and exhibits), (ii) of the issuance by the
SEC 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 Registrable Units any material representation or warranty of any of
the Issuers and Guarantors contained in any agreement (including any underwriting agreement)
entered into pursuant to Section 5(n) hereof ceases to be true and correct, (iv) of the receipt by
the Issuers 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 Registrable
Units or the Exchange Units 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 Issuers or any Guarantor that a post-effective amendment to a Registration
Statement would be appropriate and (vii) of any request by the SEC for amendments to the
Registration Statement or supplements to the Prospectus or for additional information relating
thereto.
	 
	 	(f)	 	Use 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
Registrable Units or the Exchange Units to be sold by any Participating Broker-Dealer, for sale in
any jurisdiction, and, if any such order is issued, to use commercially reasonable efforts to
obtain the withdrawal of any such order at the earliest possible date.
	 
	 	(g)	 	If (A) a Shelf Registration is filed pursuant to Section 3, (B) a Prospectus contained in
an Exchange 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




12









 






	 	 	 	Units during the Applicable Period or (C) reasonably requested in writing by the managing
underwriters, if any, or the Holders of a majority in aggregate principal amount of the
Registrable Units 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 Issuers have received notification of the matters to be incorporated
in such Prospectus supplements or post-effective amendment.
	 
	 	(h)	 	Prior to any public offering of Registrable Units or any delivery of a Prospectus contained in
the Exchange Registration Statement by any Participating Broker-Dealer who seeks to sell Exchange
Units during the Applicable Period, use commercially reasonable efforts to register or qualify, and
to cooperate in all reasonable respects with the selling Holders of Registrable Units 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 Registrable Units or Exchange Units , 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 Units held by Participating
Broker-Dealers or Registrable Units are offered other than through an underwritten offering, the
Issuers and each Guarantor agree to cause its or their counsel to perform Blue Sky investigations
and file any registrations and qualifications required to be filed pursuant to this Section 5(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 Units held by Participating Broker-Dealers or the Registrable Units covered by the
applicable Registration Statement; provided that none of the Issuers or Guarantors 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 is filed pursuant to Section 3 or (B) a Prospectus contained in an
Exchange 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 Units during the
Applicable Period, cooperate in all reasonable respects with the selling Holders of Registrable
Units and the managing underwriter or underwriters, if any, to facilitate the timely preparation
and delivery of certificates representing Registrable Units 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 Registrable Units 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 commercially reasonable efforts to cause the Registrable Units 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 Registrable Units, except as may be required
solely as a consequence of the nature of such selling Holder’s business, in which case the
Issuers shall (and shall cause each Guarantor to) cooperate in all reasonable respects with
the




13









 






	 	 	 	filing of such Registration Statement and the granting of such approvals; provided that
none of the Issuers or Guarantors 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 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 is filed pursuant to Section 3, or (2) a Prospectus contained in
an Exchange 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 Units 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 SEC, at the expense of the Issuers
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
purchasers of the Registrable Units being sold thereunder or to the purchasers of the Exchange
Units 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 SEC review is required, use commercially
reasonable efforts to cause such post-effective amendment to be declared effective as soon as
possible.
	 
	 	(l)	 	In connection with an Underwritten Offering, use commercially reasonable efforts to cause the
Registrable Units 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 Registrable Units covered by such Registration Statement or the managing underwriter or
underwriters, if any.
	 
	 	(m)	 	Prior to the initial issuance of the Exchange Units, (i) provide the Trustee with one or more
certificates for the Registrable Units in a form eligible for deposit with The Depository Trust
Company and (ii) provide a CUSIP number for the Exchange Units.
	 
	 	(n)	 	If a Shelf Registration 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 Units, as may be reasonably 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 Registrable Units being sold) in order to expedite or facilitate the registration or
the disposition of such Registrable Units, and in connection with any underwriting agreement
entered into in connection with an Underwritten Registration, (i) make such representations and
warranties to the underwriters with respect to the business of the Issuers and their respective
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 Units, as may be reasonably appropriate in the circumstances, and confirm
the same if and when reasonably required; (ii) obtain an opinion of counsel to the Issuers and the
Guarantors and updates thereof (which counsel and opinions (in form, scope and substance) shall be
reasonably satisfactory to the managing underwriters), addressed to each of the underwriters, if
any, covering the matters customarily covered in opinions of counsel to the Issuers and the
Guarantors requested in underwritten offerings of debt




14









 






	 	 	 	securities similar to the Units, as may be reasonably 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 Issuers and the Guarantors (and,
if necessary, any other independent certified public accountants of any subsidiary of any
of the Issuers or of any business acquired by any of the Issuers 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 Units, as may be reasonably
in the circumstances, and such other customary matters as reasonably requested in writing
by the underwriters; and (iv) deliver such customary documents and certificates as may be
reasonably requested in writing by the Holders of a majority in aggregate principal amount
of the Registrable Units being sold and the managing underwriters, to evidence the
continued validity of the representations and warranties of any of the Issuers and their
respective 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 Issuers or any Guarantor.
	 
	 	(o)	 	If (1) a Shelf Registration is filed pursuant to Section 3, or (2) a Prospectus contained in
an Exchange 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 Units during the
Applicable Period, make available for inspection by each such Participating Broker-Dealer, any
underwriter participating in any such disposition of Registrable Units, if any, and any attorney,
accountant or other agent retained by any such Participating Broker-Dealer 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 each of the
Issuers and their respective 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 each of the Issuers and their respective
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 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 unless and until such is made generally available to the public. Each Inspector
will be required to further agree that it will, upon learning that disclosure of such Records is
sought in a court of competent jurisdiction, give notice to the Issuers and, to the extent
practicable, use commercially reasonable efforts to allow the Issuers, at their expense, to
undertake appropriate action to prevent disclosure of the Records deemed confidential. Each
selling Holder of such Registrable Units and each such Participating Broker Dealer shall be bound
by and obligated to comply with any confidentiality agreement entered into by any Inspector
pursuant to this paragraph (o).




15









 






	 	(p)	 	Comply with all applicable rules and regulations of the SEC and make generally available to
Participating Broker-Dealers and underwriters, if any, 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 Registrable
Units 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 Issuers 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
Issuers and the Guarantors, addressed to the Trustee, to the effect that (i) the Issuers and the
Guarantors have duly authorized, executed and delivered the Exchange Units or the Private Exchange
Units, as the case may be, (ii) the Exchange Units or the Private Exchange Units, as the case may
be, constitute legal, valid and binding obligations of the Issuers and the Guarantors, enforceable
against the Issuers and the Guarantors in accordance with their respective terms, except as such
enforcement may be subject to customary United States and foreign exceptions and (iii) all
obligations of the Issuers and the Guarantors under the Exchange Units or the Private Exchange
Units, as the case may be, and the Indenture are secured by Liens (as defined in the Indenture) on
the assets securing the obligations of the Issuers and the Guarantors under the Notes, Indenture
and Collateral Documents to the extent and as discussed in the Registration Statement. Such opinion
shall be deemed to satisfy the requirements of this paragraph (q) if such opinion addresses such
matters in a manner substantially consistent with the opinions relating to such matters rendered to
the Trustee in connection with the initial issuance of the Notes.
	 
	 	(r)	 	Cooperate in all reasonable respects with each seller of Registrable Units covered by any
Registration Statement and each underwriter, if any, participating in the disposition of such
Registrable Units and their respective counsel in connection with any filings required to be made
with FINRA.
	 
	 	(s)	 	Use commercially reasonable efforts to cause all Units covered by a Registration Statement to
be listed on each securities exchange, if any, on which the Units or Notes issued by the Issuers
are then listed.
	 
	 	(t)	 	Use commercially reasonable efforts to take all other steps reasonably necessary to effect the
registration of the Registrable Units covered by a Registration Statement contemplated hereby.
	 
	 	(u)	 	The Issuers may require each seller of Registrable Units or Participating Broker-Dealer as to
which any registration is being effected to furnish to the Issuers such information regarding such
seller or Participating Broker-Dealer and the distribution of such Registrable Units as the Issuers
may, from time to time, reasonably request in writing. The Issuers may exclude from such
registration the Registrable Units of any seller who fails to furnish such information within a
reasonable time (which time in no event shall exceed 20 days, subject to Section 3(d)) after
receiving such request. Each seller of Registrable Units or Participating Broker-Dealer as to which
any registration is being effected agrees to furnish promptly to the Issuers all information
required to be disclosed in order to make the information previously furnished by such seller not
materially misleading.




16









 






	 	(v)	 	Each Holder of Registrable Units and each Participating Broker-Dealer agrees by
acquisition of such Registrable Units or Exchange Units to be sold by such Participating
Broker-Dealer, as the case may be, that, upon receipt of any notice from the Issuers of the
happening of any event of the kind described in Section 5(e)(ii), 5(e)(iv), 5(e)(v), or
5(e)(vi), such Holder will forthwith discontinue disposition of such Registrable Units
covered by a Registration Statement and such Participating Broker-Dealer will forthwith
discontinue disposition of such Exchange Units 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 5(k), or until it is advised in writing (the
“Advice”) by the Issuers 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 Issuers and the Guarantors, such Holder or Participating
Broker-Dealer, as the case may be, will deliver to the Issuers all copies, other than
permanent file copies, then in such Holder’s or Participating Broker-Dealer’s possession,
of the Prospectus covering such Registrable Units current at the time of the receipt of
such notice. In the event the Issuers 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 5(k) or (y) the Advice.






	6.	 	Registration Expenses






	 	(a)	 	All fees and expenses incident to the performance of or compliance with this Agreement
by the Issuers and the Guarantors shall be borne by the Issuers and the Guarantors, whether
or not the Exchange Offer or a Shelf Registration 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 5(h) hereof (including, without limitation, reasonable fees
and disbursements of counsel in connection with Blue Sky qualifications of the Registrable
Units or Exchange Units and determination of the eligibility of the Registrable Units or
Exchange Units for investment under the laws of such jurisdictions (x) where the Holders
are located, in the case of the Exchange Units , or (y) as provided in Section 5(h), in the
case of Registrable Units or Exchange Units 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 Registrable Units 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 Issuers, the
Guarantors and, subject to 7(b), the Holders, (v) fees and disbursements of all independent
certified public accountants referred to in Section 5 (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 Units to be registered on any securities exchange, (vii) Securities Act
liability insurance, if the Issuers and the Guarantors desire such insurance, (viii) fees
and expenses of all other Persons retained by the Issuers 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 Issuers and




17









 






	 	 	 	the Guarantors, provided, that such “qualified independent underwriter” or
independent appraiser shall be reasonably acceptable to the Issuers, (x) internal
expenses of the Issuers and the Guarantors (including, without limitation, all
salaries and expenses of officers and employees of the Issuers 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)	 	The Issuers and the Guarantors shall reimburse the Holders up to $25,000 for the
reasonable fees and disbursements of not more than one counsel chosen by the Holders of a
majority in aggregate principal amount of the Registrable Units to be included in any
Registration Statement. The Issuers and the Guarantors shall pay all documentary, stamp,
transfer or other transactional taxes attributable to the issuance or delivery of the
Exchange Units or Private Exchange Units in exchange for the Units; provided that the
Issuers shall not be required to pay taxes payable in respect of any transfer involved in
the issuance or delivery of any Exchange Unit or Private Exchange Unit in a name other than
that of the Holder of the Note in respect of which such Exchange Unit or Private Exchange
Unit is being issued. Notwithstanding the foregoing, the Holders of the Registrable Units
being registered shall pay all agency fees and commissions and underwriting discounts and
commissions attributable to the sale of such Registrable Units and the fees and
disbursements of any counsel or other advisors or experts retained by such Holders
(severally or jointly), other than the counsel and experts specifically referred to above.






	7.	 	Indemnification






	 	(a)	 	Indemnification by the Issuers and the Guarantors. The Issuers and the
Guarantors jointly and severally agree to indemnify and hold harmless each Holder of
Registrable Units, Exchange Units or Private Exchange Units and each Participating
Broker-Dealer selling Exchange Units 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 7) 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 Issuers and the Guarantors (or reviewed and approved in
writing) by such Holder or Participating Broker-Dealer or their counsel expressly for use
therein; provided, however, that the Issuers and the Guarantors will not be liable to any
Indemnified Party (as defined below) under this Section 7 to the extent Losses were solely
caused by an untrue statement or omission or alleged untrue statement or omission that was
contained or made in any preliminary prospectus and corrected in the
Prospectus or any amendment or supplement thereto if (i) the Prospectus does not contain
any other untrue statement or omission or alleged untrue statement or omission of a
material




18









 






	 	 	 	fact that was the subject matter of the related proceeding, (ii) any such Losses
resulted from an action, claim or suit by any Person who purchased Registrable
Units or Exchange Units which are the subject thereof from such Indemnified Party
and (iii) it is established in the related proceeding that such Indemnified Party
failed to deliver or provide a copy of the Prospectus (as amended or supplemented)
to such Person with or prior to the confirmation of the sale of such Registrable
Units or Exchange Units sold to such Person if required by applicable law, unless
such failure to deliver or provide a copy of the Prospectus (as amended or
supplemented) was a result of noncompliance by the Issuers with Section 5 of this
Agreement. The Issuers 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.






	 	(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 Issuers and
the Guarantors in writing such information as the Issuers 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 Issuers , the Guarantors, their respective directors and
officers and each Person, if any, who controls the Issuers 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 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 the light of the circumstances
under which they were made, not misleading to the extent, but only to the extent, that such
losses are finally judicially determined by a court of competent jurisdiction in a final,
unappealable order to have resulted from an untrue statement or alleged untrue statement of
a material fact or omission or alleged omission of a material fact contained in or omitted
from any information so furnished in writing by such Holder to the Issuers and the
Guarantors expressly for use therein. 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; provided, provided, that the failure to so notify
the Indemnifying Parties shall not (i) relieve such Indemnifying Party from any obligation
or liability 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
other Indemnified Party.





     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



19









 




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 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 7 is
unavailable to an Indemnified Party or is insufficient to hold such Indemnified Party
harmless for any Losses in respect of which this Section 7 would otherwise apply by its
terms (other than by reason of exceptions provided in this Section 7), 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
reasonably 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 7(a) or 7(b) was available to such party.





     The parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 7(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



20









 




the provisions of this Section 7(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 Registrable Units or Exchange Units 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 7(d) are several in proportion to the respective
principal amount of the Registrable Units held by each Holder hereunder and not joint. The
obligations of the Issuers and the Guarantors to contribute pursuant to this Section 7(d) are joint
and several.




     The indemnity and contribution agreements contained in this Section 7 are in addition to any
liability that the Indemnifying Parties may have to the Indemnified Parties.




	8.	 	Underwritten Registrations of Registrable Units





     If any of the Registrable Units covered by any Shelf Registration is 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 Registrable Units included in such offering; provided, however, that such investment
banker or investment bankers and manager or managers must be reasonably acceptable to the Issuers.



     No Holder of Registrable Units may participate in any underwritten registration hereunder
unless such Holder (a) agrees to sell such Holder’s Registrable Units 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.




	9.	 	Separation Event





     If a Separation Event occurs at any time prior to the consummation of the Exchange Offer of
the Units pursuant to this Agreement, all terms and conditions set forth under this Agreement shall
apply to each of the Bermuda Issuer Notes and U.S. Issuer Notes (as independent securities) and
each of the defined terms “Bermuda Issuer Notes” and “U.S. Issuer Notes” shall replace “Units”
where appropriate and applicable so that the Bermuda Issuer Notes and U.S. Issuer Notes shall have
the same rights and obligations under this Agreement as the Units had under this Agreement prior to
the occurrence of such Separation Event.




	10.	 	Miscellaneous






	 	(a)	 	Remedies. In the event of a breach by any of the Issuers or 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 Purchaser, 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
Issuers and the Guarantors agree that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by any of the Issuers or 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, each Issuer shall (and shall cause each Guarantor
to) waive the defense that a remedy at law would be adequate.




21









 












	 	(b)	 	No Inconsistent Agreements. None of the Issuers or the Guarantors has entered, as of
the date hereof, and none of the Issuers or the Guarantors shall 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 Units in this Agreement or otherwise conflicts with the
provisions hereof. None of the Issuers or the Guarantors has entered, and will not enter into any
agreement with respect to any of its securities that will grant to any Person piggyback rights
with respect to a Registration Statement.
	 
	 	(c)	 	Adjustments Affecting Registrable Units. The Issuers shall not, directly or
indirectly, take any action with respect to the Registrable Units as a class that would adversely
affect the ability of the Holders to include such Registrable Units 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 Registrable Units in circumstances that would
adversely affect any Holders of Registrable Units; provided, however, that any amendment or
supplement to or other modification of Section 7 and this Section 11(d) shall not be effective as
to any Holder without the prior written consent of such 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 Registrable Units whose securities are being tendered
pursuant to the Exchange Offer or sold pursuant to a Registration Statement and that does not
directly or indirectly affect, impair, limit or compromise the rights of other Holders of
Registrable Units may be given by Holders of at least a majority in aggregate principal amount of
the Registrable Units being tendered or being sold by such Holders pursuant to such 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 Units 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 Units, with a copy in like manner to the Initial Purchaser as follows:




Jefferies & Company, Inc.

520 Madison Avenue

New York, NY 10022

Attention: General Counsel





	 	(ii)	 	if to the Initial Purchaser, at the address specified in Section 11(e)(1);
	 
	 	(iii)	 	if to the Issuers or any Guarantor, as follows:




111 Powdermill Road

Maynard, MA 01754

Attention: Robert Laufer



with a copy to:








22









 







Gibson, Dunn & Crutcher LLP 
200
Park Avenue 

New York, NY 10166

Attention: Glenn R. Pollner




     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 Units.
	 
	 	(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 ISSUERS HEREBY IRREVOCABLY SUBMIT 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 ACCEPT FOR THEIR AND IN RESPECT OF
THEIR PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID
COURTS. THE ISSUERS IRREVOCABLY WAIVE, TO THE FULLEST EXTENT THEY MAY EFFECTIVELY
DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION THAT THEY 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 ISSUERS
IRREVOCABLY CONSENT, TO THE FULLEST EXTENT THEY MAY
EFFECTIVELY DO SO UNDER APPLICABLE LAW, TO THE SERVICE OF PROCESS OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE
ISSUERS AT THEIR 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 ISSUERS IN ANY OTHER JURISDICTION.




23









 












	 	(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 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)	 	Units Held by any of the Issuers or their Respective Affiliates. Whenever the consent
or approval of Holders of a specified percentage of Units is required hereunder, Units held by any
of the Issuers or their respective 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, the Indenture
and the Collateral Documents, 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 Purchaser
on the one hand and the Issuers 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.





[Signature page follows]




24









 





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



	 	 	 	 	 
	 	STRATUS TECHNOLOGIES BERMUDA LTD.

 	 
	 	By:  	/s/ Frederick S. Prifty
 	 
	 	 	Name:  	Frederick S. Prifty 	 
	 	 	Title:  	President 	 
	 
	 	STRATUS TECHNOLOGIES, INC.

 	 
	 	By:  	/s/  Robert C. Laufer
 	 
	 	 	Name:  	Robert C. Laufer 	 
	 	 	Title:  	Senior Vice President, Chief
Financial Officer and Treasurer 	 
	 
	 	STRATUS TECHNOLOGIES BERMUDA

HOLDINGS LTD.

 	 
	 	By:  	/s/ Robert C. Laufer
 	 
	 	 	Name:  	Robert C. Laufer 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	SRA TECHNOLOGIES CYPRUS LIMITED

 	 
	 	By:  	/s/ Robert C. Laufer
 	 
	 	 	Name:  	Robert C. Laufer 	 
	 	 	Title:  	President, Chief Financial Officer and Treasurer 	 
	 
	 	STRATUS TECHNOLOGIES IRELAND LIMITED

 	 
	 	By:  	/s/ Frederick S. Prifty
 	 
	 	 	Name:  	Frederick S. Prifty 	 
	 	 	Title:  	Director 	 
	 



Registration Rights Agreement





 









 





	 	 	 	 	 
	 	CEMPRUS TECHNOLOGIES, INC.

 	 
	 	By:  	/s/ Frederick S. Prifty
 	 
	 	 	Name:  	Frederick S. Prifty 	 
	 	 	Title:  	President 	 
	 
	 	CEMPRUS, LLC

 	 
	 	By:  	/s/ Frederick S. Prifty
 	 
	 	 	Name:  	Frederick S. Prifty 	 
	 	 	Title:  	President 	 
	 


ACCEPTED AND AGREED TO:



JEFFERIES & COMPANY, INC.




	 	 	 	 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	Managing Director 	 



Registration Rights Agreement








 









 








	 	 	 	 	 
	 	CEMPRUS LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


ACCEPTED AND AGREED TO:



JEFFERIES & COMPANY, INC.




	 	 	 	 	 
	By:  	/s/ Kevin Lockhort
 	 
	 	Name:  	Kevin Lockhort 	 
	 	Title:  	Managing Director 	 
	 



Registration Rights Agreement