exv4w3







Exhibit 4.3




$350,000,000




HARBINGER GROUP INC.



10.625% Senior Secured Notes due 2015



REGISTRATION RIGHTS AGREEMENT




November 15, 2010




Credit Suisse Securities (USA) LLC

Goldman, Sachs & Co., 

   As Representatives of the Several Purchasers (the “Representatives”),



c/o Credit Suisse Securities (USA) LLC

Eleven Madison Avenue,

New York, N.Y. 10010-3629



Goldman, Sachs & Co.

200 West Street,

New York, N.Y. 10282-2198



Dear Sirs:




     Harbinger Group Inc., a Delaware corporation (the “Company”), proposes to issue and sell to
Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co. (collectively, the “Purchasers”), upon
the terms set forth in a purchase agreement of even date herewith (the “Purchase Agreement”),
U.S.$350,000,000 aggregate principal amount of its 10.625% Senior Secured Notes due 2015
(the “Offered Securities”). The Offered Securities will be issued pursuant to an Indenture, dated
as of November 15, 2010 (the “Indenture”) among the Company and Wells Fargo Bank, National
Association (the “Trustee”). As an inducement to the Purchasers, the Company agrees with the
Purchasers, for the benefit of the holders of the Offered Securities (including, without
limitation, the Purchasers), the Exchange Securities (as defined below) and the Private Exchange
Securities (as defined below) (collectively the “Holders”), as follows:



     1. Registered Exchange Offer. Unless not permitted by applicable law, the Company shall, at
its own cost, prepare and, not later than 150 days (or if the 150th day is not a business day, the
first business day thereafter) after the date of original issue of the Offered Securities (the
“Issue Date”), file with the Securities and Exchange Commission (the “Commission”) a registration
statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities
Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered
Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d)
hereof), who are not prohibited by any law or policy of the Commission from participating in the
Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered
Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the
Company issued under the Indenture and identical in all material respects to the Offered Securities
(except for the removal of transfer restrictions relating to the Offered Securities and the
provisions relating to the matters described in Section 6 hereof) that would be registered under
the Securities Act. The Company shall use its commercially reasonable efforts to cause such
Exchange Offer Registration Statement to become effective under the Securities Act within 270 days
(or if the 270th day is



 









 




not a business day, the first business day thereafter) after the Issue Date, an “effectiveness
deadline”) of the Offered Securities and shall use its commercially reasonable efforts to keep the
Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required
by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders
(such period being called the “Exchange Offer Registration Period”).




     If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to
close the Registered Exchange Offer 30 days after such commencement provided that the Company has
accepted all the Offered Securities theretofore validly tendered in accordance with the terms of
the Registered Exchange Offer and (ii) shall use commercially reasonable efforts to consummate the
Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the
date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day
is not a business day, the first business day thereafter) (such 40th day (or first business day
thereafter) being the “Consummation Deadline”).



     Following the declaration of the effectiveness of the Exchange Offer Registration Statement,
the Company shall promptly commence the Registered Exchange Offer, it being the objective of such
Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to
exchange the Offered Securities for Exchange Securities (assuming that such Holder is not an
affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities
in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered
Securities acquired directly from the Company for its own account and is not engaged in, and does
not intend to engage in, and has no arrangement or understanding with any person to participate in
the distribution of the Exchange Securities and is not prohibited by any law or policy of the
Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities
from and after their receipt without any limitations or restrictions under the Securities Act and
without material restrictions under the securities laws of the several states of the United States.



     The Company acknowledges that, pursuant to current interpretations by the Commission’s staff
of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each
Holder which is a broker-dealer electing to exchange Offered Securities, acquired for its own
account as a result of market making activities or other trading activities, for Exchange
Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information
set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures”
section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of
Distribution” section of such prospectus in connection with a sale of any such Exchange Securities
received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) a Purchaser
that elects to sell Exchange Securities acquired in exchange for Offered Securities constituting
any portion of an unsold allotment is required to deliver a prospectus containing the information
required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in
connection with such sale.



     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 Securities; provided, however, that (i) in
the case where such prospectus and any amendment or supplement thereto must be delivered by an
Exchanging Dealer or a Purchaser, such period shall be the lesser of 180 days and the date on which
all Exchanging Dealers and the Purchasers have sold all Exchange Securities held by them (unless
such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such
prospectus and any amendment or supplement thereto, available to any broker-dealer for use in
connection with any resale of any Exchange Securities for a period of not less than 90 days after
the consummation of the Registered Exchange Offer.



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     If, upon consummation of the Registered Exchange Offer, any Purchaser holds Offered Securities
acquired by it as part of its initial distribution, the Company, simultaneously with the delivery
of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to
such Purchaser upon the written request of such Purchaser, in exchange (the “Private Exchange”) for
the Offered Securities held by such Purchaser, a like principal amount of debt securities of the
Company issued under the Indenture and identical in all material respects (including the existence
of restrictions on transfer under the Securities Act and the securities laws of the several states
of the United States, but excluding provisions relating to the matters described in Section 6
hereof) to the Offered Securities (the “Private Exchange Securities”). The Offered Securities, the
Exchange Securities and the Private Exchange Securities are herein collectively called the
“Securities”.



     In connection with the Registered Exchange Offer, the Company shall:




     (a) mail or otherwise furnish to each Holder a copy of the prospectus forming part of
the Exchange Offer Registration Statement, together with an appropriate letter of
transmittal and related documents;




     (b) keep the Registered Exchange Offer open for not less than 30 days (or longer, if
required by applicable law) after the date notice thereof is mailed to the Holders;




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




     (d) permit Holders to withdraw tendered Securities at any time prior to the close of
business, New York time, on the last business day on which the Registered Exchange Offer
shall remain open; and




     (e) otherwise comply with all applicable laws in all material respects.



     As soon as practicable after the close of the Registered Exchange Offer or the Private
Exchange, as the case may be, the Company shall:




     (x) accept for exchange all the Securities validly tendered and not withdrawn
pursuant to the Registered Exchange Offer and the Private Exchange;




     (y) deliver to the Trustee for cancellation all the Offered Securities so accepted
for exchange; and




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



     The Indenture provides that the Exchange Securities will not be subject to the transfer
restrictions set forth in the Indenture and that all the Securities will vote and consent together
on all matters as one class and that none of the Securities will have the right to vote or consent
as a class separate from one another on any matter.



     Interest on each Exchange Security and Private Exchange Security issued pursuant to the
Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment
date on



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which interest was paid on the Offered Securities surrendered in exchange therefor or, if no
interest has been paid on the Offered Securities, from the date of original issue of the Offered
Securities.




     Each Holder participating in the Registered Exchange Offer shall be required to represent to
the Company that at the time of the consummation of the Registered Exchange Offer (i) any Exchange
Securities received by such Holder will be acquired in the ordinary course of business, (ii) such
Holder is not engaged in, and does not intend to engage in, and has no arrangement or understanding
with any person to participate in the distribution of the Offered Securities or the Exchange
Securities within the meaning of the Securities Act, (iii) such Holder is not an “affiliate,” as
defined in Rule 405 of the Securities Act, of the Company or a broker-dealer tendering Offered
Securities acquired directly from the Company for its own account and (iv) if such Holder is a
broker-dealer, that it will receive Exchange Securities for its own account in exchange for Offered
Securities that were acquired as a result of market-making activities or other trading activities
and that it acknowledges its obligations to deliver a prospectus in connection with any resale of
such Exchange Securities.



     Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange
Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and
any supplement thereto complies in all material respects with the Securities Act and the rules and
regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto
does not, when it becomes effective, 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 not
misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and
any supplement to such prospectus, does not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading.



     2. Shelf Registration. If, (i) because of any change in law or in applicable interpretations
thereof by the staff of the Commission, the Company is not permitted to effect a Registered
Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not
consummated within 310 days after the Issue Date (or if the 310th day is not a business
day, the first business day thereafter), (iii) any Purchaser so requests with respect to the
Offered Securities (or the Private Exchange Securities) held by it that are not eligible to be
exchanged for Exchange Securities in the Registered Exchange Offer and held by it following
consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer)
is prohibited by law or Commission policy from participating in the Registered Exchange Offer or
any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer
does not receive freely tradeable Exchange Securities on the date of the exchange and, in each
case, such Holder so requests, the Company shall take the following actions:




     (a) The Company shall, at its cost, within 60 days after so required or requested
pursuant to this Section 2) file with the Commission and thereafter shall use its
commercially reasonable efforts to cause to be declared effective (unless it becomes
effective automatically upon filing) no later than 150 days after such requirement or
request pursuant to this Section 2 (such 150th day (or first business day
thereafter), an “effectiveness deadline”) a registration statement (the “Shelf Registration
Statement” and, together with the Exchange Offer Registration Statement, a “Registration
Statement”) on an appropriate form under the Securities Act relating to the offer and sale
of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders
thereof from time to time in accordance with the methods of distribution set forth in the
Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf
Registration”); provided, however, that no Holder (other than a Purchaser) shall be
entitled to have the Securities held by it covered by such Shelf Registration Statement
unless such Holder agrees in writing to be bound by all the provisions of this Agreement
applicable to such Holder; provided, further, that in no event shall the Company be
required to file the Shelf Registration



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Statement or have such Shelf Registration Statement declared effective prior to the
applicable deadlines for the Exchange Offer Registration Statement.




     (b) The Company shall use its commercially reasonable efforts to keep the Shelf
Registration Statement continuously effective until the earlier of (i) the date on which
all Offered Securities registered thereunder are disposed of in accordance therewith and
(ii) the time when the Offered Securities covered by the Shelf Registration Statement are
no longer restricted securities (as defined in Rule 144 under the Securities Act, or any
successor rule thereof (“Rule 144”)) or may be sold pursuant to Rule 144 without limitation
(the “Shelf Registration Period”). The Company shall be deemed not to have used its
commercially reasonable efforts to keep the Shelf Registration Statement effective during
the requisite period if it voluntarily takes any action that would result in Holders of
Securities covered thereby not being able to offer and sell such Securities during that
period, unless such action is required by applicable law.




     (c) Notwithstanding any other provisions of this Agreement to the contrary, the
Company shall cause the Shelf Registration Statement and the related prospectus and any
amendment or supplement thereto, as of its respective effective date, (i) to comply in all
material respects with the applicable requirements of the Securities Act and the rules and
regulations of the Commission and (ii) not to contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they were made,
not misleading.



     3. Registration Procedures. In connection with any Shelf Registration contemplated by
Section 2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by
Section 1 hereof, the following provisions shall apply:




     (a) The Company shall (i) furnish to each Purchaser, prior to the filing thereof with
the Commission, a copy of the Registration Statement and each amendment thereof and each
supplement, if any, to the prospectus included therein and, in the event that a Purchaser
(with respect to any portion of an unsold allotment from the original offering) is
participating in the Registered Exchange Offer or the Shelf Registration Statement, the
Company shall use its commercially reasonable efforts to reflect in each such document,
when so filed with the Commission, such comments as such Purchaser reasonably may propose
in a timely manner; (ii) include the information set forth in Annex A hereto on the cover,
in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the
Exchange Offer” section and in Annex C hereto in the “Plan of Distribution” section of the
prospectus forming a part of the Exchange Offer Registration Statement and include the
information set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to
the Registered Exchange Offer; (iii) if requested by a Purchaser, include the information
required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in
the prospectus forming a part of the Exchange Offer Registration Statement; (iv) include
within the prospectus contained in the Exchange Offer Registration Statement a section
entitled “Plan of Distribution,” reasonably acceptable to the 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 Securities Exchange Act of 1934,
as amended (the “Exchange Act”)) of Exchange Securities received by such broker-dealer in
the Registered Exchange Offer (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 Purchasers based upon advice of counsel
(which may be in-house counsel), represent the prevailing views of the staff of the
Commission; and (v) in the case of a Shelf Registration Statement, include in the
prospectus included in the Shelf Registration Statement (or, if permitted by Commission
Rule 430B(b), in a prospectus supplement that



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becomes a part thereof pursuant to Commission Rule 430B(f)) that is delivered to any Holder
pursuant to Section 3(d) and (f), the names of the Holders, who propose to sell Securities
pursuant to the Shelf Registration Statement, as selling security holders; provided that
such Holders have provided the Company with such information in a timely manner prior to
the filing of the Shelf Registration Statement or the prospectus supplement, as applicable.




     (b) The Company shall give written notice to the Purchasers, the Holders of the
Securities and any Participating Broker-Dealer from whom the Company has received prior
written notice that it will be a Participating Broker-Dealer in the Registered Exchange
Offer (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an
instruction to suspend the use of the prospectus until the requisite changes have been
made):




     (i) when the Registration Statement or any amendment thereto has been filed
with the Commission and when the Registration Statement or any post-effective
amendment thereto has become effective;




     (ii) of any request by the Commission for amendments or supplements to the
Registration Statement or the prospectus included therein or for additional
information;




     (iii) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any proceedings
for that purpose, of the issuance by the Commission of a notification of objection
to the use of the form on which the Registration Statement has been filed, and of
the happening of any event that causes the Company to become an “ineligible
issuer,” as defined in Commission Rule 405;




     (iv) of the receipt by the Company or its legal counsel of any notification
with respect to the suspension of the qualification of the Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose; and




     (v) of the happening of any event that requires the Company to make changes
in the Registration Statement or the prospectus in order that the Registration
Statement or the prospectus do not contain an untrue statement of a material fact
nor omit to state a material fact required to be stated therein or necessary to
make the statements therein (in the case of the prospectus, in light of the
circumstances under which they were made) not misleading.




     (c) The Company shall use its commercially reasonable efforts to obtain the
withdrawal at the earliest possible time, of any order suspending the effectiveness of the
Registration Statement.




     (d) If not otherwise available on the Commission’s Electronic Data Gathering,
Analysis and Retrieval system (“EDGAR”), upon the written request of a Holder of Securities
included within the coverage of the Shelf Registration, the Company shall furnish, without
charge, at least one copy of the Shelf Registration Statement and any post-effective
amendment or supplement thereto, including financial statements and schedules, and, if such
Holder so requests in writing, all exhibits thereto (including those, if any, incorporated
by reference). The Company shall not, without the prior consent of the Purchasers, make
any offer relating to the Securities that would constitute a “free writing prospectus,” as
defined in Commission Rule 405. Each Purchaser, Holder of Securities and Participating
Broker Dealer shall not take any action that would result in the Company being required to
file with the Commission a free writing prospectus prepared by or on behalf of such
Purchaser, Holder of Securities or Participating Broker Dealer that otherwise



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would not be required to be filed by the Company thereunder, but for the action of such
Purchaser, Holder of Securities or Participating Broker Dealer.




     (e) If not otherwise available on EDGAR, upon the written request of any Holder of
Securities, Purchaser or Exchanging Dealer, the Company shall deliver to each Exchanging
Dealer and each Purchaser, and to any other Holder who so requests, without charge, at
least one copy of the Exchange Offer Registration Statement and any post-effective
amendment thereto, including financial statements and schedules, and, if any Purchaser or
any such Holder requests, all exhibits thereto (including those incorporated by reference).




     (f) The Company shall, during the Shelf Registration Period, deliver to each Holder
of Securities included within the coverage of the Shelf Registration, without charge, as
many copies of the prospectus (including each preliminary prospectus) included in the Shelf
Registration Statement and any amendment or supplement thereto as such person may
reasonably request. The Company consents, subject to the provisions of this Agreement, to
the use of the prospectus or any amendment or supplement thereto by each of the selling
Holders of the Securities in connection with the offering and sale of the Securities
covered by the prospectus, or any amendment or supplement thereto, included in the Shelf
Registration Statement.




     (g) The Company shall deliver to each Purchaser, any Exchanging Dealer, any
Participating Broker-Dealer and such other persons required to deliver a prospectus
following the Registered Exchange Offer, without charge, as many copies of the final
prospectus included in the Exchange Offer Registration Statement and any amendment or
supplement thereto as such persons may reasonably request. The Company consents, subject
to the provisions of this Agreement, to the use of the prospectus or any amendment or
supplement thereto by any Purchaser, if necessary, any Participating Broker-Dealer and such
other persons required to deliver a prospectus following the Registered Exchange Offer in
connection with the offering and sale of the Exchange Securities covered by the prospectus,
or any amendment or supplement thereto, included in such Exchange Offer Registration
Statement.




     (h) Prior to any public offering of the Securities, pursuant to any Registration
Statement, the Company shall use its commercially reasonable efforts to register or qualify
or cooperate with the Holders of the Securities included therein and their respective
counsel in connection with the registration or qualification of the Securities for offer
and sale under the securities or “blue sky” laws of such states of the United States as any
Holder of the Securities reasonably requests in writing and do any and all other acts or
things necessary or advisable to enable the offer and sale in such jurisdictions of the
Securities covered by such Registration Statement; provided, however, that the Company
shall not be required to (i) qualify generally to do business in any jurisdiction where it
is not then so qualified or (ii) take any action which would subject it to general service
of process or to taxation in any jurisdiction where it is not then so subject.




     (i) The Company shall cooperate with the Holders of the Securities to facilitate the
timely preparation and delivery of certificates representing the Securities to be sold
pursuant to any Registration Statement free of any restrictive legends and in such
denominations and registered in such names as the Holders may request a reasonable period
of time prior to sales of the Securities pursuant to such Registration Statement.




     (j) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of
Section 3(b) above during the period for which the Company is required to maintain an
effective Registration Statement, the Company shall promptly prepare and file a
post-effective amendment to the Registration Statement or a supplement to the related
prospectus and any other required document so that, as thereafter delivered to Holders of
the Securities or purchasers of Securities,



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the prospectus will not contain an 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. If the Company
notifies the Purchasers, the Holders of the Securities and any known Participating
Broker-Dealer in accordance with paragraphs (ii) through (v) of Section 3(b) above to
suspend the use of the prospectus until the requisite changes to the prospectus have been
made, then the Purchasers, the Holders of the Securities and any such Participating
Broker-Dealers shall suspend use of such prospectus (and shall keep confidential the cause
of such notice for so long as the cause is not otherwise publicly known), and the period of
effectiveness of the Shelf Registration Statement provided for in Section 2(b) above and
the Exchange Offer Registration Statement provided for in Section 1 above shall be extended
by the number of days from and including the date of the giving of such notice to and
including the date when the Purchasers, the Holders of the Securities and any known
Participating Broker-Dealer shall have received such amended or supplemented prospectus
pursuant to this Section 3(j). Each Holder receiving a notice pursuant to clauses (ii)
through (v) of Section 3(b) hereby agrees that (unless prohibited by applicable law or
applicable document retention policy) it will either (i) destroy all prospectuses, other
than permanent file copies, then in such Holder’s possession which have been replaced by
the Company with more recently dated prospectuses or (ii) deliver to the Company all
copies, other than permanent file copies, then in such Holder’s possession of the
prospectus covering such Securities that was current at the time of receipt of such notice.




     (k) Not later than the effective date of the applicable Registration Statement, the
Company will provide a CUSIP number for the Offered Securities, the Exchange Securities or
the Private Exchange Securities, as the case may be, and provide the applicable trustee
with printed certificates for the Offered Securities, the Exchange Securities or the
Private Exchange Securities, as the case may be, in a form eligible for deposit with The
Depository Trust Company.




     (l) The Company will comply in all material respects with all rules and regulations
of the Commission to the extent and so long as they are applicable to the Registered
Exchange Offer or the Shelf Registration and will make generally available to its security
holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an
earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no
later than 45 days after the end of a 12-month period (or 90 days, if such period is a
fiscal year) beginning with the first month of the Company’s first fiscal quarter
commencing after the effective date of the Registration Statement, which statement shall
cover such 12-month period.




     (m) The Company shall use its commercially reasonable efforts to cause the Indenture
to be qualified under the Trust Indenture Act of 1939, as amended, in a timely manner and
containing such changes, if any, as shall be necessary for such qualification. In the
event that such qualification would require the appointment of a new trustee under the
Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable
provisions of the Indenture.




     (n) The Company may require each Holder of Securities to be sold pursuant to the
Shelf Registration Statement to furnish to the Company such information regarding the
Holder and the distribution of the Securities as the Company may from time to time
reasonably require for inclusion in the Shelf Registration Statement, and the Company may
exclude from such registration the Securities of any Holder that unreasonably fails to
furnish such information within a reasonable time after receiving such request.




     (o) The Company shall enter into such customary agreements (including, if requested,
an underwriting agreement in customary form) and take all such other action, if any, as any
Holder of



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the Securities shall reasonably request in order to facilitate the disposition of the
Securities pursuant to any Shelf Registration.




     (p) In the case of any Shelf Registration, the Company shall (i) make reasonably
available for inspection by the Holders of the Securities, any underwriter participating in
any disposition pursuant to the Shelf Registration Statement and any attorney, accountant
or other agent retained by the Holders of the Securities or any such underwriter all
relevant financial and other records, pertinent corporate documents and properties of the
Company and (ii) cause the Company’s officers, directors, employees, accountants and
auditors to supply all relevant information reasonably requested by the Holders of the
Securities or any such underwriter, attorney, accountant or agent in connection with the
Shelf Registration Statement, in each case, as shall be reasonably necessary to enable such
persons, to conduct a reasonable investigation within the meaning of Section 11 of the
Securities Act; provided, however, that the foregoing inspection and information gathering
shall be coordinated on behalf of the Purchasers by you and on behalf of the other parties,
by one counsel designated by and on behalf of such other parties as described in Section 4
hereof; provided, further, that the conduct of the foregoing inspection and information
gathering shall be subject to the execution by all persons party to such inspection and
information gathering of a reasonable confidentiality undertaking in customary form with
respect to confidential and proprietary information of the Company.




     (q) In the case of any Shelf Registration, the Company, if requested by any Holder of
Securities covered thereby, shall cause (i) its counsel to deliver an opinion and updates
thereof relating to the Securities in customary form addressed to such Holders and the
managing underwriters, if any, thereof and dated, in the case of the initial opinion, the
effective date of such Shelf Registration Statement (it being agreed that the matters to be
covered by such opinion shall include, without limitation, the due incorporation and good
standing of the Company and its subsidiaries; the qualification of the Company and its
subsidiaries to transact business as foreign corporations; the due authorization, execution
and delivery of the relevant agreement of the type referred to in Section 3(o) hereof; the
due authorization, execution, authentication and issuance, and the validity and
enforceability, of the applicable Securities; the absence of material legal or governmental
proceedings involving the Company and its subsidiaries; the absence of governmental
approvals required to be obtained in connection with the Shelf Registration Statement, the
offering and sale of the applicable Securities, or any agreement of the type referred to in
Section 3(o) hereof; the compliance in all material respects as to form of such Shelf
Registration Statement and any documents incorporated by reference therein and of the
Indenture with the requirements of the Securities Act and the Trust Indenture Act,
respectively; as of the date of the opinion and as of the effective date of the Shelf
Registration Statement or most recent post-effective amendment thereto or most recent
prospectus supplement thereto that is deemed to establish a new effective date, as the case
may be, the absence from such Shelf Registration Statement and the prospectus and any
prospectus supplement included therein, as then amended or supplemented and including any
documents incorporated by reference therein, of an untrue statement of a material fact or
the omission to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading; and as of an applicable time identified by such
Holders or managing underwriters, the absence from the prospectus included in the
Registration Statement, as amended or supplemented at such applicable time and including
any documents incorporated by reference therein, taken together with any other documents
identified by such Holders or managing underwriters, of an untrue statement of a material
fact or the 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; (ii) its officers to execute and deliver all customary
documents and certificates and updates thereof requested by any underwriters of the
applicable Securities and (iii) its independent public accountants and the independent
public accountants with respect to any other entity for which



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financial information is provided in the Shelf Registration Statement to provide to the
selling Holders of the applicable Securities and any underwriter therefor a comfort letter
in customary form and covering matters of the type customarily covered in comfort letters
in connection with primary underwritten offerings, subject to receipt of appropriate
documentation as contemplated, and only if permitted, by Statement of Auditing Standards
No. 72.




     (r) If a Registered Exchange Offer or a Private Exchange is to be consummated, upon
delivery of the Offered Securities by Holders to the Company (or to such other Person as
directed by the Company) in exchange for the Exchange Securities or the Private Exchange
Securities, as the case may be, the Company shall mark, or cause to be marked, on the
Offered Securities so exchanged that such Offered Securities are being canceled in exchange
for the Exchange Securities or the Private Exchange Securities, as the case may be; in no
event shall the Offered Securities be marked as paid or otherwise satisfied.




     (s) The Company will use its commercially reasonable efforts to (a) if the Offered
Securities have been rated prior to the initial sale of such Offered Securities, confirm
such ratings will apply to the Securities covered by a Registration Statement, or (b) if
the Offered Securities were not previously rated, cause the Securities covered by a
Registration Statement to be rated with the appropriate rating agencies, in each case, if
so requested by Holders of a majority in aggregate principal amount of Securities covered
by such Registration Statement, or by the managing underwriters, if any.




     (t) In the event that any broker-dealer registered under the Exchange Act shall
underwrite any Securities or participate as a member of an underwriting syndicate or
selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the
“Rules”) of the Financial Industry Regulatory Authority, Inc. (“FINRA”)) thereof, whether
as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker
or dealer in respect thereof, or otherwise, the Company will assist such broker-dealer in
complying with the requirements of such Rules, including, without limitation, by (i) if
such Rules, including Rule 2720, shall so require, engaging a “qualified independent
underwriter” (as defined in Rule 2720) to participate in the preparation of the
Registration Statement relating to such Securities, to exercise usual standards of due
diligence in respect thereto and, if any portion of the offering contemplated by such
Registration Statement is an underwritten offering or is made through a placement or sales
agent, to recommend the yield of such Securities, (ii) indemnifying any such qualified
independent underwriter to the extent of the indemnification of underwriters provided in
Section 5 hereof and (iii) providing such information to such broker-dealer as may be
required in order for such broker-dealer to comply with the requirements of the Rules.




     (u) The Company shall use its commercially reasonable efforts to take all other steps
necessary to effect the registration of the Securities covered by a Registration Statement
contemplated hereby.




     (v) Each Holder and each Participating Broker-Dealer agrees by acquisition of Offered
Securities or Exchange Securities that, upon the Company providing notice to such Holder or
Participating Broker-Dealer, as the case may be, (x) of the happening of any event of the
kind described in paragraphs (ii) through (v) of Section 3(b) hereof, or (y) that the Board
of Directors of the Company has resolved that the Company has a bona fide business purpose
for doing so, then, upon providing such notice (which shall refer to this Section 3(w)),
the Company may delay the filing or the effectiveness of the Shelf Registration Statement
(if not then filed or effective, as applicable) and shall not be required to maintain the
effectiveness thereof or amend or supplement the Shelf Registration Statement, in all
cases, for a period (a “Delay Period”) expiring upon the earlier to occur of (i) in the
case of the immediately preceding clause (x), such Holder’s or



10









 






Participating Broker-Dealer’s receipt of the copies of the supplemented or amended
prospectus contemplated by Section 3(g) hereof or until it is advised in writing by the
Company that the use of the applicable prospectus may be resumed, and has received copies
of any amendments or supplements thereto or (ii) in the case of the immediately preceding
clause (y), the date which is the earlier of (A) the date on which such business purpose
ceases to interfere with the Company’s obligations to file or maintain the effectiveness of
any such Registration Statement pursuant to this Agreement or (B) 60 days after the Company
notifies the Holders of such good faith determination. There shall not be more than 60 days
of Delay Periods during any 12-month period. The Shelf Registration Period provided for in
Section 2(b) above shall each be extended by a number of days equal to the number of days
during any Delay Period. Any Delay Period will not alter the obligations of the Company to
pay Additional Interest under the circumstances set forth in Section 6 hereof.



     4. Registration Expenses. The Company shall bear all fees and expenses incurred in
connection with the performance of its obligations under Sections 1 through 3 hereof (including the
reasonable fees and expenses, if any, of Davis Polk & Wardwell LLP, counsel for the Purchasers,
incurred in connection with the Registered Exchange Offer), whether or not the Registered Exchange
Offer or a Shelf Registration is filed or becomes effective, and, in the event of a Shelf
Registration, shall bear or reimburse the Holders of the Securities covered thereby for the
reasonable fees and disbursements of one firm of counsel designated by the Holders of a majority in
principal amount of the Offered Securities covered thereby to act as counsel for the Holders of the
Offered Securities in connection therewith.



     5. Indemnification. (a) The Company agrees to indemnify and hold harmless each Holder of
the Securities, any Participating Broker-Dealer and each person, if any, who controls such Holder
or such Participating Broker-Dealer within the meaning of the Securities Act or the Exchange Act
(each Holder, any Participating Broker-Dealer and such controlling persons are referred to
collectively as the “Indemnified Parties”) from and against any losses, claims, damages or
liabilities, joint or several, or any actions in respect thereof (including, but not limited to,
any losses, claims, damages, liabilities or actions relating to purchases and sales of the
Securities) to which each Indemnified Party may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise
out of or are based upon any untrue statement or alleged untrue statement of a material fact
contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in
any preliminary prospectus or “issuer free writing prospectus,” as defined in Commission Rule 433
(“Issuer FWP”), relating to a Shelf Registration, or arise out of, or are based upon, the omission
or alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and shall reimburse, as incurred, the Indemnified
Parties for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action in respect thereof;
provided, however, that the Company shall not be liable in any such case to the extent that such
loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged
untrue statement or omission or alleged omission made in a Registration Statement or prospectus or
in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP relating to a
Shelf Registration in reliance upon and in conformity with written information pertaining to such
Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion
therein; provided further, however, that this indemnity agreement will be in addition to any
liability which the Company may otherwise have to such Indemnified Party. The Company shall also
indemnify underwriters, their officers and directors and each person who controls such underwriters
within the meaning of the Securities Act or the Exchange Act to the same extent as provided above
with respect to the indemnification of the Holders of the Securities if requested by such Holders.



     (b) Each Holder of the Securities and each Participating Broker Dealer, severally and not
jointly, will indemnify and hold harmless the Company and each person, if any, who controls the
Company within the meaning of the Securities Act or the Exchange Act from and against any losses,
claims, damages or



11









 




liabilities or any actions in respect thereof, to which the Company or any such controlling person
may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages, liabilities or actions arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in a Registration Statement or prospectus or
in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP relating to a
Shelf Registration, or arise out of or are based upon the omission or alleged omission to state
therein a material fact necessary to make the statements therein not misleading, but in each case
only to the extent that the untrue statement or omission or alleged untrue statement or omission
was made in reliance upon and in conformity with written information pertaining to such Holder or
Participating Broker Dealer and furnished to the Company by or on behalf of such Holder or
Participating Broker Dealer specifically for inclusion therein; and, subject to the limitation set
forth immediately preceding this clause, shall reimburse, as incurred, the Company for any legal or
other expenses reasonably incurred by the Company or any such controlling person in connection with
investigating or defending any loss, claim, damage, liability or action in respect thereof. This
indemnity agreement will be in addition to any liability which such Holder or Participating Broker
Dealer may otherwise have to the Company or any of its controlling persons.




     (c) Promptly after receipt by an indemnified party under this Section 5 of notice of the
commencement of any action or proceeding (including a governmental investigation), such indemnified
party will, if a claim in respect thereof is to be made against the indemnifying party under this
Section 5, notify the indemnifying party of the commencement thereof; but the failure to notify the
indemnifying party shall not relieve the indemnifying party from any liability that it may have
under subsection (a) or (b) above except to the extent that it has been materially prejudiced
(through the forfeiture of substantive rights or defenses) by such failure; and provided further
that the failure to notify the indemnifying party shall not relieve it from any liability that it
may have to an indemnified party otherwise than under subsection (a) or (b) above. In case any
such action is brought against any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate therein and, to the
extent that it may wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after
notice from the indemnifying party to such indemnified party of its election so to assume the
defense thereof the indemnifying party will not be liable to such indemnified party under this
Section 5 for any legal or other expenses, other than reasonable costs of investigation,
subsequently incurred by such indemnified party in connection with the defense thereof. In the
event, however, such indemnified party reasonably determines in its judgment based on the advice of
counsel that having common counsel would present such counsel with a conflict of interest or if the
defendants in or targets of any such action or proceeding include both an indemnified party and the
indemnifying party and such indemnified party reasonably concludes that there may be legal defenses
available to it or other indemnified parties that are different from or in addition to those
available to the indemnifying party, or if the indemnifying party fails to assume the defense of
the action or proceeding or to employ counsel reasonably satisfactory to such indemnified party in
a timely manner, then such indemnified party may employ separate counsel to represent or defend it
in any such action or proceeding and the indemnifying party will pay the reasonable and customary
fees and disbursements of such counsel. In no event shall the indemnifying parties be liable for
the reasonable fees and expenses of more than one counsel (together with appropriate local counsel)
at any time for all indemnified parties in connection with any one action or separate but
substantially similar or related actions arising in the same jurisdiction out of the same general
allegations or circumstances. No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement of any pending or threatened action in respect of
which any indemnified party is or could have been a party and indemnity could have been sought
hereunder by such indemnified party unless such settlement (i) includes an unconditional release of
such indemnified party from all liability on any claims that are the subject matter of such action,
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. No indemnifying party shall be liable for any
settlement or compromise of, or consent to the party of judgment with respect to, any such action
or claim effected without its consent (which consent shall not be unreasonably withheld).



12









 





     (d) If the indemnification provided for in this Section 5 is unavailable or insufficient to
hold harmless an indemnified party under subsections (a) or (b) above, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to in subsection (a) or (b)
above (i) in such proportion as is appropriate to reflect the relative benefits received by the
indemnifying party or parties on the one hand and the indemnified party on the other from the
exchange of the Securities, pursuant to the Registered Exchange Offer, or (ii) if the allocation
provided by the foregoing clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i) above but also the
relative fault of the indemnifying party or parties on the one hand and the indemnified party on
the other in connection with the statements or omissions that resulted in such losses, claims,
damages or liabilities (or actions in respect thereof) as well as any other relevant equitable
considerations. The relative fault of the parties shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Company on the one
hand or such Holder or such other indemnified party, as the case may be, on the other, and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The amount paid by an indemnified party as a result of the losses,
claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding any other provision of this Section 5(d), the Holders of the
Securities shall not be required to contribute any amount in excess of the amount by which the net
proceeds received by such Holders from the sale of the Securities pursuant to a Registration
Statement exceeds the amount of damages which such Holders have 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. For purposes of this paragraph (d), each person, if any, who controls such
indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same
rights to contribution as such indemnified party and each person, if any, who controls the Company
within the meaning of the Securities Act or the Exchange Act shall have the same rights to
contribution as the Company.



     (e) The agreements contained in this Section 5 shall survive the sale of the Securities
pursuant to a Registration Statement and shall remain in full force and effect, regardless of any
termination or cancellation of this Agreement or any investigation made by or on behalf of any
indemnified party.



     6. Additional Interest Under Certain Circumstances. (a) Additional interest (the
“Additional Interest”) with respect to the Offered Securities shall be assessed as follows if any
of the following events occur (each such event in clauses (i) through (iv) below a “Registration
Default”):




     (i) the Company fails to file any Registration Statement required by this Agreement
on or prior to the applicable deadline;




     (ii) any Registration Statement is not declared effective on or prior to the
applicable effectiveness deadline;




     (iii) the Registered Exchange Offer is not consummated on or prior to the
Consummation Deadline; or




     (iv) If after either the Exchange Offer Registration Statement or the Shelf
Registration Statement required by this Agreement has been declared effective by the
Commission but (A) such Registration Statement thereafter ceases to be effective; or (B)
such Registration



13









 






Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection
with resales of Transfer Restricted Securities during the Exchange Offer Registration
Period or the Shelf Registration Period, as applicable, except, in the case of the Exchange
Offer Registration Statement, following the consummation of the Registered Exchange Offer
with respect to all Securities tendered in connection therewith, because either (1) any
event occurs as a result of which the related prospectus forming part of such Registration
Statement would include any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein in the light of the circumstances
under which they were made not misleading, (2) it shall be necessary to amend such
Registration Statement or supplement the related prospectus, to comply with the Securities
Act or the Exchange Act or the respective rules thereunder, or (3) such Registration
Statement is a Shelf Registration Statement that has expired before a replacement Shelf
Registration Statement has become effective.


Additional Interest shall accrue on the Transfer Restricted Securities affected by a Registration
Default over and above the interest otherwise payable on the Transfer Restricted Securities from
and including the date on which any such Registration Default shall occur to but excluding the date
on which all such Registration Defaults have been cured, at a rate of 0.25% per annum for the first
90-day period immediately following the occurrence of a Registration Default, to be increased by an
additional 0.25% per annum with respect to each subsequent 90-day period until all Registration
Defaults have been cured, up to a maximum additional interest rate of 0.50% per annum. In no event
shall the Company be obligated to pay Additional Interest for more than one Registration Default
under this Section 6(a) at any one time.




     (b) A Registration Default referred to in Section 6(a)(iv)(B) hereof shall be deemed not to
have occurred and be continuing in relation to a Shelf Registration Statement or the related
prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a
post-effective amendment to such Shelf Registration Statement to incorporate annual audited
financial information with respect to the Company where such post-effective amendment is not yet
effective and needs to be declared effective to permit Holders to use the related prospectus or (y)
other material events, with respect to the Company that would need to be described in such Shelf
Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is
proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and
related prospectus to describe such events; provided, however, that in any case if such
Registration Default occurs for a continuous period in excess of 60 days, Additional Interest shall
be payable in accordance with the above paragraph from and after the 60th day after such
Registration Default occurs until such Registration Default is cured.



     (c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in
cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The
amount of Additional Interest will be determined by multiplying the applicable Additional Interest
rate by the principal amount of the Transfer Restricted Securities, 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 the
denominator of which is 360.



     (d) “Transfer Restricted Securities” means each Security until (i) the date on which such
Transfer Restricted Security has been exchanged by a person other than a broker-dealer for a freely
transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a
broker-dealer in the Registered Exchange Offer of a Offered Security for an Exchange Security, the
date on which such Exchange Security is sold to a purchaser who receives from such broker-dealer on
or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer
Registration Statement or (iii) the date on which such Offered Security has been effectively
registered under the Securities Act and disposed of in accordance with the Shelf Registration
Statement.



14









 





     7. Rules 144 and 144A. The Company shall use its commercially reasonable efforts to file the
reports required to be filed by it 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 request of
any Holder of Offered Securities, make publicly available other information so long as necessary to
permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it
will take such further action as any Holder of Offered Securities may reasonably request, all to
the extent required from time to time to enable such Holder to sell Offered Securities without
registration under the Securities Act within the limitation of the exemptions provided by Rules 144
and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this
Agreement to prospective purchasers of Offered Securities identified to the Company by the
Purchasers upon request. Upon the request of any Holder of Offered Securities, the Company shall
deliver to such Holder a written statement as to whether it has complied with such requirements.
Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to
register any of its securities pursuant to the Exchange Act.



     8. Underwritten Registrations. If any of the Transfer Restricted Securities covered by any
Shelf Registration are to be sold in an underwritten offering, the investment banker or investment
bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be
selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted
Securities to be included in such offering, subject to the prior approval by the Company, which
approval will not be unreasonably withheld or delayed.



     No person may participate in any underwritten registration hereunder unless such person (i)
agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any
underwriting arrangements approved by the persons entitled hereunder to approve such arrangements
and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such underwriting
arrangements.



     9. Miscellaneous.



     (a) 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,
except by the Company and the written consent of the Holders of a majority in principal amount of
the Securities affected by such amendment, modification, supplement, waiver or consents.



     (b) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand delivery, first-class mail, facsimile transmission, or air courier which
guarantees overnight delivery:



          (1) if to a Holder of the Securities, at the most current address given by such Holder to the
Company.



          (2) if to the Purchasers;


Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY 10010-3629

Fax No.: (212) 325-4296

Attention: LCD-IBD Group



and



Goldman, Sachs & Co.

200 West Street

New York, NY 10010-3629

Attention: Registration Department





15









 








     with a copy to:


Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Attention: Michael Kaplan




          (3) if to the Company, at its address as follows:


Harbinger Group Inc.

450 Park Avenue, 27th floor

New York, NY 10022

Attention: Francis T. McCarron




     with a copy (which shall not constitute notice hereunder) to:


Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

Attention: Raphael M. Russo




     All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; three business days after being deposited in the mail,
postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator,
if sent by facsimile transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery.



     (c) No Inconsistent Agreements. The Company has not, as of the date hereof, entered into,
nor shall it, on or after the date hereof, enter into, any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the
provisions hereof.



     (d) Successors and Assigns. This Agreement shall be binding upon the Company and its
successors and assigns.



     (e) 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.



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



     (g) 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 CONFLICTS OF LAWS.



16









 





     (h) Severability. If any one or more of the provisions contained herein, or the application
thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.



     (i) Securities Held by the Company. Whenever the consent or approval of Holders of a
specified percentage of principal amount of Securities is required hereunder, Securities held by
the Company or its affiliates (other than subsequent Holders of Securities if such subsequent
Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall
not be counted in determining whether such consent or approval was given by the Holders of such
required percentage.



     (j) Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all
prior agreements and understandings, both written and oral, among the parties with respect to the
subject matter of this Agreement.



     (k) Termination. This Agreement shall automatically terminate on the date, if any, that the
Company notifies the Escrow Agent (as defined in the Indenture) in accordance with the terms of the
Escrow Agreement (as defined in the Indenture) that the conditions to the release of the Collateral
(as defined in the Indenture) from escrow will not be satisfied and sends notice of a Special
Redemption (as defined in the Indenture).



17









 




If the foregoing is in accordance with the Purchasers’ understanding of our agreement, please sign
and return to the Company a counterpart hereof, whereupon this instrument, along with all
counterparts, will become a binding agreement among the several Purchasers and the Company in
accordance with its terms.




	 	 	 	 	 
	 	Very truly yours,




HARBINGER GROUP INC.

 	 
	 	By:  	/s/ Francis T. McCarron
 	 
	 	 	Name:  	Francis T. McCarron 	 
	 	 	Title:  	Executive Vice President and Chief
Financial Officer 
	 



[Signature Page — Registration Rights Agreement]



 









 






The foregoing Registration

Rights Agreement is hereby confirmed

and accepted as of the date first

above written.



Credit Suisse Securities (USA) LLC




	 	 	 	 	 
	By:  	  /s/ Ali R. Mehdi
 	 
	 	Name:  	Ali R. Mehdi 	 
	 	Title:  	Managing Director 	 


Goldman, Sachs & Co.




	 	 	 	 	 
	  By:  	  /s/ Goldman, Sachs & Co.
 	 
	 	(Goldman, Sachs & Co.) 	 
	 	 	 



[Signature Page — Registration Rights Agreement]



 









 





ANNEX A





     Each broker-dealer that receives Exchange Securities for its own account pursuant to the
Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter”
within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented
from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities
received in exchange for Offered Securities where such Offered Securities were acquired by such
broker-dealer as a result of market-making activities or other trading activities. The Company has
agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make
this Prospectus available to any broker-dealer for use in connection with any such resale. See
“Plan of Distribution.”



 









 





ANNEX B




     Each broker-dealer that receives Exchange Securities for its own account in exchange for
Securities, where such Offered Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities, must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.”



 









 





ANNEX C




PLAN OF DISTRIBUTION




     Each broker-dealer that receives Exchange Securities for its own account pursuant to the
Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time,
may be used by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Offered Securities where such Offered Securities were acquired as a result of
market-making activities or other trading activities. The Company has agreed that, for a period of
180 days after the Expiration Date, it will make this prospectus, as amended or supplemented,
available to any broker-dealer for use in connection with any such resale. In addition, until
        , 20 all dealers effecting transactions in the Exchange Securities may be required to
deliver a prospectus.(1)



     The Company will not receive any proceeds from any sale of Exchange Securities by
broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to
the Exchange Offer may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of options on the Exchange
Securities or a combination of such methods of resale, at market prices prevailing at the time of
resale, at prices related to such prevailing market prices or negotiated prices. Any such resale
may be made directly to purchasers or to or through brokers or dealers who may receive compensation
in the form of commissions or concessions from any such broker-dealer or the purchasers of any such
Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it
for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a
distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of
the Securities Act and any profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting compensation under the
Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and
by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter”
within the meaning of the Securities Act.



     For a period of 180 days after the Expiration Date the Company will promptly send additional
copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer
that requests such documents in the Letter of Transmittal. The Company has agreed to pay all
expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of
the Securities) other than commissions or concessions of any brokers or dealers and will indemnify
the Holders of the Securities (including any broker-dealers) against certain liabilities, including
liabilities under the Securities Act.





 




			
	(1)	 	In addition, the legend required by
Item 502(e) of Regulation S-K will appear on the back cover page of the
Exchange Offer prospectus.




 









 










ANNEX D



o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS
AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.




	 	 	 	 	 	 	 

	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	 

	 	 





If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in,
and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a
broker-dealer that will receive Exchange Securities for its own account in exchange for Offered
Securities that were acquired as a result of market-making activities or other trading activities,
it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange
Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not
be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.