exv4w3






Exhibit 4.3




EXECUTION VERSION




REGISTRATION RIGHTS AGREEMENT



          This REGISTRATION RIGHTS AGREEMENT dated July 20, 2011 (this “Agreement”) is entered
into by and among Sterling Merger Inc., a Delaware corporation (“Merger Sub”), and Merrill
Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), as representative of the
several Initial Purchasers listed in Schedule 1 to the Purchase Agreement (as defined below) (the
“Initial Purchasers”).


          Upon consummation of the Merger (as defined in the Purchase Agreement)of Merger Sub with and
into SRA International, Inc., a Delaware corporation (the “Company”), the Company and each
of the guarantors identified as such on Schedule II — A of the Purchase Agreement (the “Initial
Guarantors”) will execute and deliver a Joinder Agreement substantially in the form attached as
Exhibit A hereto (the “Joinder Agreement”) and shall thereby join this Agreement.


          This Agreement is entered into in connection with the Purchase Agreement, dated as of July 15,
2011 (the “Purchase Agreement”), by and among Merger Sub and the Initial Purchasers, and,
after giving effect to the joinder agreement referred to therein, the Company and the Initial
Guarantors, which provides for, among other things, the sale by Merger Sub to the Initial
Purchasers of $400,000,000 aggregate principal amount of the Issuer’s (as defined below) 11% Senior
Notes due 2019 (the “Securities”). Pursuant to the Purchase Agreement and the Indenture
(as defined below), the Guarantors (as defined below) are required to guarantee the Issuer’s
obligations under the Securities and the Indenture. References to the “Issuer” refer to
(x) prior to the consummation of the Merger, Merger Sub and (y) from and after the consummation of
the Merger and upon execution of the Joinder Agreement, the Company. In order to induce the
Initial Purchasers to enter into the Purchase Agreement, the Issuer has agreed to provide the
registration rights set forth in this Agreement for the benefit of the Initial Purchasers and any
subsequent holder or holders of the Securities. The execution and delivery of this Agreement is a
condition to the Initial Purchasers’ obligations under the Purchase Agreement.


          In consideration of the foregoing, the parties hereto agree as follows:


          1. Definitions. As used in this Agreement, the following terms shall have the
following meanings:




     “Additional Guarantor” shall mean any subsidiary of the Company that executes a
Guarantee under the Indenture after the date of this Agreement.




     “Agreement” shall have the meaning set forth in the preamble.




     “Business Day” shall mean any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed.




     “Closing Date” shall have the meaning set forth in the Purchase Agreement.




     “Company” shall have the meaning set forth in the preamble and shall also include the
Company’s successors.




     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to
time.



 









 






     “Exchange Date” shall have the meaning set forth in Section 2(a)(ii) hereof.




     “Exchange Offer” shall mean the exchange offer by the Issuer and the Guarantors of
Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.




     “Exchange Offer Registration” shall mean a registration under the Securities Act
effected pursuant to Section 2(a) hereof.




     “Exchange Offer Registration Statement” shall mean an exchange offer registration
statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments
and supplements to such registration statement, in each case including the Prospectus
contained therein or deemed a part thereof, all exhibits thereto and any document
incorporated by reference therein.




     “Exchange Securities” shall mean senior unsecured notes issued by the Issuer and
guaranteed by the Guarantors under the Indenture containing terms identical to the
Securities (except that the Exchange Securities will not be subject to restrictions on
transfer or to any increase in annual interest rate for failure to comply with this
Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to
the Exchange Offer.




     “FINRA” means the Financial Industry Regulatory Authority, Inc.




     “Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405)
prepared by or on behalf of the Issuer or used or referred to by the Issuer in connection
with the sale of the Securities or the Exchange Securities.




     “Guarantees” shall mean the guarantees of the Securities and guarantees of the Exchange
Securities by the Guarantors under the Indenture.




     “Guarantors” shall mean the Initial Guarantors, any Additional Guarantors and any
Guarantor’s successor that Guarantees the Securities.




     “Holders” shall mean the Initial Purchasers, for so long as they own any Registrable
Securities, and each of their successors, assigns and direct and indirect transferees who
become owners of Registrable Securities under the Indenture; provided that for purposes of
Section 4 and Section 5 hereof, the term “Holders” shall include Participating
Broker-Dealers.




     “Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.




     “Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.




     “Indenture” shall mean the Indenture relating to the Securities dated as of July 20,
2011 among Merger Sub and Wilmington Trust FSB, as trustee, and as the same may be amended
from time to time in accordance with the terms thereof, including by the Supplemental
Indenture.




     “Initial Purchasers” shall have the meaning set forth in the preamble.




     “Inspector” shall have the meaning set forth in Section 3(a)(xiv) hereof.



 









 






     “Issuer” shall have the meaning set forth in the preamble and shall also include the
Issuer’s successors.




     “Issuer Information” shall have the meaning set forth in Section 5(a) hereof.




     “Majority Holders” shall mean the Holders of a majority of the aggregate principal
amount of the outstanding Registrable Securities; provided that whenever the consent or
approval of Holders of a specified percentage of Registrable Securities is required
hereunder, any Registrable Securities owned directly or indirectly by the Issuer or any of
its affiliates shall not be counted in determining whether such consent or approval was
given by the Holders of such required percentage or amount; and provided, further, that if
the Issuer shall issue any additional Securities under the Indenture prior to consummation
of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration
Statement, such additional Securities and the Registrable Securities to which this Agreement
relates shall be treated together as one class for purposes of determining whether the
consent or approval of Holders of a specified percentage of Registrable Securities has been
obtained.




     “Merrill Lynch” shall have the meaning set forth in the preamble.




     “Notice and Questionnaire” shall mean a notice of registration statement and selling
security holder questionnaire distributed to a Holder by the Issuer upon receipt of a Shelf
Request from such Holder.




     “Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.




     “Participating Holder” shall mean any Holder of Registrable Securities that has
returned a completed and signed Notice and Questionnaire to the Company in accordance with
Section 2(b) hereof.




     “Person” shall mean an individual, partnership, limited liability company, corporation,
trust or unincorporated organization, or a government or agency or political subdivision
thereof.




     “Prospectus” shall mean the prospectus included in, or, pursuant to the rules and
regulations of the Securities Act, deemed a part of, a Registration Statement, including any
preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus
supplement, including a prospectus supplement with respect to the terms of the offering of
any portion of the Registrable Securities covered by a Shelf Registration Statement, and by
all other amendments and supplements to such prospectus, and in each case including any
document incorporated by reference therein.




     “Purchase Agreement” shall have the meaning set forth in the preamble.




     “Registrable Securities” shall mean the Securities; provided that the Securities shall
cease to be Registrable Securities (i) when a Registration Statement with respect to such
Securities has become effective under the Securities Act and such Securities have been
exchanged or disposed of pursuant to such Registration Statement, (ii) when such Securities
cease to be outstanding, (iii) except in the case of Securities that otherwise remain
Registrable Securities and that are held by an Initial Purchaser and that are ineligible to
be exchanged in the Exchange Offer, when the Exchange Offer is consummated or (iv) on or
following the date that is no less than 720 days after



 









 






the date of the Indenture and on which such Securities would be saleable (if they were
held by a non-affiliate of the Issuer) pursuant to Rule 144 without restrictions on volume
or manner of sale.




     “Registration Default” shall mean the occurrence of any of the following: (i) the
Exchange Offer is not completed on or prior to the Target Completion Deadline, (ii) the
Shelf Registration Statement, if required pursuant to Section 2(b)(i) or Section 2(b)(ii)
hereof, has not become effective on or prior to the Target Completion Deadline, (iii) if the
Company receives a Shelf Request pursuant to Section 2(b)(iii), the Shelf Registration
Statement required to be filed thereby has not become effective by the later of (a) the
Target Completion Deadline and (b) 90 days after delivery of such Shelf Request, (iv) the
Shelf Registration Statement, if required by this Agreement, has become effective and
thereafter ceases to be effective or the Prospectus contained therein ceases to be usable,
in each case whether or not permitted by this Agreement, at any time during the Shelf
Effectiveness Period, and such failure to remain effective or usable exists for more than 90
days (whether or not consecutive) in any 12-month period or (v) the Shelf Registration
Statement, if required by this Agreement, has become effective and thereafter, on more than
two occasions in any 12-month period during the Shelf Effectiveness Period, the Shelf
Registration Statement ceases to be effective or the Prospectus contained therein ceases to
be usable, in each case whether or not permitted by this Agreement.




     “Registration Expenses” shall mean any and all expenses incident to performance of or
compliance by the Issuer and the Guarantors with this Agreement, including without
limitation: (i) all SEC, stock exchange or FINRA registration and filing fees, (ii) all
fees and expenses incurred in connection with compliance with state securities or blue sky
laws (including reasonable fees and disbursements of one counsel for any Underwriters or
Holders in connection with blue sky qualification of any Exchange Securities or Registrable
Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word
processing, printing and distributing any Registration Statement, any Prospectus, any Free
Writing Prospectus and any amendments or supplements thereto, any underwriting agreements,
securities sales agreements or other similar agreements and any other documents relating to
the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all
fees and disbursements relating to the qualification of the Indenture under applicable
securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the
fees and disbursements of counsel for the Issuer and the Guarantors and, in the case of a
Shelf Registration Statement, the reasonable fees and disbursements of one counsel for the
Participating Holders (which counsel shall be selected by the Participating Holders holding
a majority of the aggregate principal amount of Registrable Securities held by such
Participating Holders and which counsel may also be counsel for the Initial Purchasers) and
(viii) the fees and disbursements of the independent registered public accountants of the
Issuer and the Guarantors, including the expenses of any special audits or “comfort” letters
required by or incident to the performance of and compliance with this Agreement, but
excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set
forth in clause (ii) above) or the Holders and underwriting discounts and commissions,
brokerage commissions and transfer taxes, if any, relating to the sale or disposition of
Registrable Securities by a Holder.




     “Registration Statement” shall mean any registration statement of the Issuer and the
Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to
the provisions of this Agreement and all amendments and supplements to any such registration
statement, including post-effective amendments, in each case including the Prospectus
contained therein or deemed a part thereof, all exhibits thereto and any document
incorporated by reference therein.



 









 






     “Rule 144,” Rule 174,” “Rule 401(g)(2),” “Rule 405,” “Rule 415,” “Rule 424” “Rule
433(d),” and “Rule 462” shall mean, in each case, such rule promulgated under the Securities
Act (or any successor provision), as the same shall be amended from time to time.




     “SEC” shall mean the United States Securities and Exchange Commission.




     “Securities” shall have the meaning set forth in the preamble.




     “Securities Act” shall mean the Securities Act of 1933, as amended from time to time.




     “Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.




     “Shelf Registration” shall mean a registration effected pursuant to Section 2(b)
hereof.




     “Shelf Registration Statement” shall mean a “shelf” registration statement of the
Issuer and the Guarantors that covers all or a portion of the Registrable Securities (but no
other securities, other than debt securities of the Issuer, unless approved by a majority in
aggregate principal amount of the Securities held by the Participating Holders) on an
appropriate form under Rule 415, and all amendments and supplements to such registration
statement, including post-effective amendments, in each case including the Prospectus
contained therein or deemed a part thereof, all exhibits thereto and any document
incorporated by reference therein.




     “Shelf Request” shall have the meaning set forth in Section 2(b) hereof.




     “Staff” shall mean the staff of the SEC.




     “Supplemental Indenture” shall mean the Supplemental Indenture relating to the
Securities dated as of July 20, 2011 among the Issuer and Wilmington Trust FSB, as trustee.




     “Target Completion Deadline” shall mean the date that is 365 days from the Closing
Date.




     “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time
to time.




     “Trustee” shall mean the trustee with respect to the Securities under the Indenture.




     “Underwriter” shall have the meaning set forth in Section 3(e) hereof.




     “Underwritten Offering” shall mean an offering in which Registrable Securities are sold
to an Underwriter for reoffering to the public.


          2. Registration Under the Securities Act.


          (a) To the extent not prohibited by any applicable law or applicable interpretations of the
Staff, the Issuer and the Guarantors shall use their commercially reasonable efforts to (x) cause
to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange
all the Registrable Securities for Exchange Securities and (y) have such Registration Statement
become and remain effective until 180 days after the Exchange Date for use by one or more
Participating Broker-Dealers, or such shorter period as will terminate when all the Registrable
Securities covered by such Registration




 









 








Statement have been sold pursuant thereto. The Issuer and the Guarantors shall use
commercially reasonable efforts to commence the Exchange Offer promptly after the Exchange Offer
Registration Statement is declared effective by the SEC and use their commercially reasonable
efforts to complete the Exchange Offer pursuant to this Section 2(a) not later than 60 days after
such effective date.



          The Issuer and the Guarantors shall commence the Exchange Offer by mailing the related
Prospectus, appropriate letters of transmittal, if applicable, and other accompanying documents to
each Holder stating, in addition to such other disclosures as are required by applicable law,
substantially the following:




     (i) that the Exchange Offer is being made pursuant to this Agreement and that all
Registrable Securities validly tendered and not properly withdrawn will be accepted for
exchange;




     (ii) the date of acceptance for exchange (which shall be a period of at least 20
Business Days from the date such notice is mailed) (the “Exchange Date”);




     (iii) that any Registrable Security not tendered will remain outstanding and continue
to accrue interest but will not retain any rights under this Agreement, except as otherwise
specified herein;




     (iv) that any Holder electing to have a Registrable Security exchanged pursuant to the
Exchange Offer will be required to (A) surrender such Registrable Security, together, if
requested, with the appropriate letters of transmittal, to the institution and at the
address and in the manner specified in the notice, or (B) effect such exchange otherwise in
compliance with the applicable procedures of the depositary for such Registrable Security,
in each case prior to the close of business on the Exchange Date; and




     (v) that any Holder will be entitled to withdraw its election, not later than the close
of business on the Exchange Date, by (A) sending to the institution and at the address and
in the manner specified in the notice, a statement setting forth the name of such Holder,
the principal amount of Registrable Securities delivered for exchange and a statement that
such Holder is withdrawing its election to have such Securities exchanged or (B) effecting
such withdrawal in compliance with the applicable procedures of the depositary for the
Registrable Securities.


          As a condition to participating in the Exchange Offer, a Holder will be required to represent
to the Issuer and the Guarantors that (1) any Exchange Securities to be received by it will be
acquired in the ordinary course of its business, (2) at the time of the commencement of the
Exchange Offer it has no arrangement or understanding with any Person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of
the provisions of the Securities Act, (3) it is not an “affiliate” (within the meaning of Rule 405)
of the Issuer or any Guarantor, (4) if such Holder is a broker-dealer, that it is not engaged in,
and does not intend to engage in, a distribution of the Exchange Securities, (5) if such Holder is
a broker-dealer that will receive Exchange Securities for its own account in exchange for
Registrable Securities that were acquired as a result of market-making or other trading activities,
then such Holder will deliver a Prospectus (or, to the extent permitted by law, make available a
Prospectus to purchasers) in connection with any resale of such Exchange Securities and (6) such
Holder is not acting on behalf of any person who could not truthfully make the forgoing
representations.




 









 







          The Issuer and the Guarantors shall use reasonable best efforts, within 60 days of the
effective date of the Exchange Offer Registration Statement:




     (i) to accept for exchange Registrable Securities or portions thereof validly tendered
and not properly withdrawn pursuant to the Exchange Offer; and




     (ii) to deliver, or cause to be delivered, to the Trustee for cancellation all
Registrable Securities or portions thereof so accepted for exchange by the Issuer and issue,
and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange
Securities equal in principal amount to the principal amount of the Registrable Securities
tendered by such Holder.


          The Issuer and the Guarantors shall comply with the applicable requirements of the Securities
Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange
Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange
Offer does not violate any applicable law or applicable interpretations of the Staff.


          (b) In the event that (i) the Issuer and the Guarantors determine that the Exchange Offer
Registration provided for in Section 2(a) hereof is not available or the Exchange Offer may not be
completed as soon as practicable after the Exchange Date because it would violate any applicable
law or applicable interpretations of the Staff, (ii) the Exchange Offer is not for any other reason
completed by the Target Completion Deadline or (iii) upon receipt of a written request (a
“Shelf Request”) from any Initial Purchaser representing that it holds Registrable
Securities that are or were ineligible to be exchanged in the Exchange Offer, the Issuer and the
Guarantors shall use their commercially reasonable efforts to cause to be filed as soon as
practicable after such determination, date or Shelf Request, as the case may be, a Shelf
Registration Statement providing for the sale of all the Registrable Securities by the Holders
thereof and to have such Shelf Registration Statement become effective; provided that no Holder
will be entitled to have any Registrable Securities included in any Shelf Registration Statement,
or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such
Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other
information regarding such Holder to the Company as is contemplated by Section 3(b) hereof.


          In the event that the Issuer and the Guarantors are required to file a Shelf Registration
Statement pursuant to clause (iii) of the preceding sentence, the Issuer and the Guarantors shall
use their commercially reasonable efforts to file and have become effective both an Exchange Offer
Registration Statement pursuant to Section 2(a) hereof with respect to all Registrable Securities
and a Shelf Registration Statement (which may be a combined Registration Statement with the
Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities
held by the Initial Purchasers after completion of the Exchange Offer.


          The Issuer and the Guarantors agree to use their commercially reasonable efforts to keep the
Shelf Registration Statement continuously effective until the Securities cease to be Registrable
Securities (the “Shelf Effectiveness Period”). The Issuer and the Guarantors further agree
to supplement or amend the Shelf Registration Statement, the related Prospectus and any Free
Writing Prospectus if required by the rules, regulations or instructions applicable to the
registration form used by the Issuer for such Shelf Registration Statement or by the Securities Act
or by any other rules and regulations thereunder or if reasonably requested by a Holder of
Registrable Securities with respect to information relating to such Holder, and to use their
commercially reasonable efforts to cause any such amendment to become effective, if required, and
such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to
become usable as soon as thereafter practicable. The Issuer and the Guarantors agree



 









 








to furnish to the Participating Holders copies of any such supplement or amendment promptly
after its being used or filed with the SEC.



          (c) The Issuer and the Guarantors shall pay all Registration Expenses in connection with any
registration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all
underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating
to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf
Registration Statement.


          (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be
deemed to have become effective unless it has been declared effective by the SEC. A Shelf
Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective
unless it has been declared effective by the SEC or is automatically effective upon filing with the
SEC as provided by Rule 462.


          If a Registration Default occurs, the interest rate on the Registrable Securities will be
increased by (i) 0.25% per annum for the first 90-day period beginning on the day immediately
following such Registration Default and (ii) an additional 0.25% per annum with respect to each
subsequent 90-day period, in each case until but not including the date such Registration Default
ends, up to a maximum increase of 0.50% per annum. A Registration Default ends when the applicable
Securities cease to be Registrable Securities or, if earlier, (1) in the case of a Registration
Default under clause (i) of the definition thereof, when the Exchange Offer is completed, (2) in
the case of a Registration Default under clause (ii) or clause (iii) of the definition thereof,
when the Shelf Registration Statement becomes effective or (3) in the case of a Registration
Default under clause (iv) or clause (v) of the definition thereof, when the Shelf Registration
Statement again becomes effective or the Prospectus again becomes usable. If at any time more than
one Registration Default has occurred and is continuing, then, until the next date that there is no
Registration Default, the increase in interest rate provided for by this paragraph shall apply as
if there occurred a single Registration Default that begins on the date that the earliest such
Registration Default occurred and ends on such next date that there is no Registration Default.


          (e) Without limiting the remedies available to the Initial Purchasers and the Holders, the
Issuer and the Initial Guarantors acknowledge that any failure by the Issuer or the Guarantors to
comply with their obligations under Section 2(a) and Section 2(b) hereof may result in material
irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy
at law, that it will not be possible to measure damages for such injuries precisely and that, in
the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may
be required to specifically enforce the Issuer’s and the Guarantors’ obligations under Section 2(a)
and Section 2(b) hereof.


          3. Registration Procedures.


          (a) In connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof, the
Issuer and the Guarantors shall use commercially reasonable efforts to:




     (i) prepare and file with the SEC a Registration Statement on the appropriate form
under the Securities Act, which form (A) shall be selected by the Issuer and the Guarantors,
(B) shall, in the case of a Shelf Registration, be available for the sale of the Registrable
Securities by the Holders thereof and (C) shall comply as to form in all material respects
with the requirements of the applicable form and include all financial statements required
by the SEC to be filed therewith; and use their commercially reasonable efforts to cause
such Registration Statement to



 









 






become effective and remain effective for the applicable period in accordance with
Section 2 hereof;




     (ii) prepare and file with the SEC such amendments and post-effective amendments to
each Registration Statement as may be necessary to keep such Registration Statement
effective for the applicable period in accordance with Section 2 hereof and cause each
Prospectus to be supplemented by any required prospectus supplement and, as so supplemented,
to be filed pursuant to Rule 424; and keep each Prospectus current during the period
described in Section 4(3) of the Securities Act and Rule 174 that is applicable to
transactions by brokers or dealers with respect to the Registrable Securities or Exchange
Securities;




     (iii) to the extent any Free Writing Prospectus is used, file with the SEC any Free
Writing Prospectus that is required to be filed by the Company or the Guarantors with the
SEC in accordance with the Securities Act and to retain any Free Writing Prospectus not
required to be filed;




     (iv) in the case of a Shelf Registration, furnish to each Participating Holder, to
counsel for such Participating Holders and to each Underwriter of an Underwritten Offering
of Registrable Securities, if any, without charge, as many copies of each Prospectus,
preliminary prospectus or Free Writing Prospectus, and any amendment or supplement thereto,
as such Participating Holder, counsel or Underwriter may reasonably request in order to
facilitate the sale or other disposition of the Registrable Securities thereunder; and,
subject to Section 3(c) hereof, the Issuer and the Guarantors consent to the use of such
Prospectus, preliminary prospectus or such Free Writing Prospectus and any amendment or
supplement thereto in accordance with applicable law by each of the Participating Holders
and any such Underwriters in connection with the offering and sale of the Registrable
Securities covered by and in the manner described in such Prospectus, preliminary prospectus
or such Free Writing Prospectus or any amendment or supplement thereto in accordance with
applicable law;




     (v) register or qualify the Registrable Securities under all applicable state
securities or blue sky laws of such jurisdictions as any Participating Holder shall
reasonably request in writing by the time the applicable Registration Statement becomes
effective; cooperate with such Participating Holders in connection with any filings required
to be made with FINRA; and do any and all other acts and things that may be reasonably
necessary or advisable to enable each Participating Holder to complete the disposition in
each such jurisdiction of the Registrable Securities owned by such Participating Holder;
provided that neither of the Issuer nor any Guarantor shall be required to (1) qualify as a
foreign corporation or other entity or as a dealer in securities in any such jurisdiction
where it would not otherwise be required to so qualify, (2) file any general consent to
service of process in any such jurisdiction, (3) subject itself to taxation in any such
jurisdiction if it is not so subject, or (4) make any changes to its certificate of
incorporation, bylaws or other organizational document, or any agreement between it and its
equity holders;




     (vi) in the case of a Shelf Registration, notify each Participating Holder and counsel
for such Participating Holders promptly and, if requested by any such Participating Holder
or counsel, confirm such advice in writing (1) when a Registration Statement has become
effective, when any post-effective amendment thereto has been filed and becomes effective,
when any Free Writing Prospectus has been filed or any amendment or supplement to the
Prospectus or any Free Writing Prospectus has been filed, (2) of any request by the SEC or
any state securities authority for amendments and supplements to a Registration Statement,
Prospectus or any Free Writing



 









 






Prospectus or for additional information after the Registration Statement has become
effective, (3) of the issuance by the SEC or any state securities authority of any stop
order suspending the effectiveness of a Registration Statement or the initiation of any
proceedings for that purpose, including the receipt by the Issuer of any notice of objection
of the SEC to the use of a Shelf Registration Statement or any post-effective amendment
thereto pursuant to Rule 401(g)(2), (4) if, between the applicable effective date of a Shelf
Registration Statement and the closing of any sale of Registrable Securities covered
thereby, the representations and warranties of the Issuer or any Guarantor contained in any
underwriting agreement, securities sales agreement or other similar agreement, if any,
relating to an offering of such Registrable Securities cease to be true and correct in all
material respects or if the Issuer or any Guarantor receives any notification with respect
to the suspension of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation of any proceeding for such purpose, (5) of the happening of
any event during the period a Registration Statement is effective that makes any statement
made in such Registration Statement or the related Prospectus or any Free Writing Prospectus
untrue in any material respect or that requires the making of any changes in such
Registration Statement or Prospectus or any Free Writing Prospectus in order to make the
statements therein not misleading and (6) of any determination by the Issuer or any
Guarantor that a post-effective amendment to a Registration Statement or any amendment or
supplement to the Prospectus or any Free Writing Prospectus would be appropriate;




     (vii) obtain the withdrawal of any order suspending the effectiveness of a Registration
Statement or, in the case of a Shelf Registration, the resolution of any objection of the
SEC pursuant to Rule 401(g)(2), including by filing an amendment to such Registration
Statement on the proper form, as soon as practicable and provide immediate notice to each
Holder or Participating Holder of the withdrawal of any such order or such resolution;




     (viii) in the case of a Shelf Registration, furnish to each Participating Holder,
without charge, at least one conformed copy of each Registration Statement and any
post-effective amendment thereto (without any documents incorporated therein by reference or
exhibits thereto, unless requested);




     (ix) in the case of a Shelf Registration, cooperate with the Participating Holders to
facilitate the timely preparation and delivery of certificates representing Registrable
Securities to be sold and not bearing any restrictive legends and enable such Registrable
Securities to be issued in such denominations and registered in such names (consistent with
the provisions of the Indenture) as such Participating Holders may reasonably request at
least one Business Day prior to the closing of any sale of Registrable Securities;




     (x) upon the occurrence of any event contemplated by Section 3(a)(vi)(5) hereof,
prepare and file with the SEC a supplement or post-effective amendment to the Exchange Offer
Registration Statement or, if applicable, Shelf Registration Statement or the related
Prospectus or any Free Writing Prospectus or any document incorporated therein by reference
or file any other required document so that, as thereafter delivered (or, to the extent
permitted by law, made available) to purchasers of the Registrable Securities, such
Prospectus or Free Writing Prospectus, as the case may be, will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading; and the Issuer and the Guarantors shall notify the Participating Holders (in the
case of a Shelf Registration Statement) and the Initial Purchasers and any Participating
Broker-Dealers known to the Company (in the case of an Exchange Offer Registration
Statement)



 









 






to suspend use of the Prospectus or any Free Writing Prospectus as promptly as
practicable after the occurrence of such an event, and such Participating Holders, such
Participating Broker-Dealers and the Initial Purchasers, as applicable, hereby agree to
suspend use of the Prospectus or any Free Writing Prospectus, as the case may be, until the
Issuer and the Guarantors have amended or supplemented the Prospectus or the Free Writing
Prospectus, as the case may be, to correct such misstatement or omission;




     (xi) in the case of a Shelf Registration, a reasonable time prior to the filing of any
Registration Statement, any Prospectus, any Free Writing Prospectus, any amendment to a
Registration Statement or amendment or supplement to a Prospectus or a Free Writing
Prospectus or of any document that is to be incorporated by reference into a Registration
Statement, a Prospectus or a Free Writing Prospectus after initial filing of a Registration
Statement, provide copies of such document to the Initial Purchasers and their counsel and
the Participating Holders and their counsel and make such of the representatives of the
Issuer and the Guarantors as shall be reasonably requested by the Initial Purchasers or
their counsel or the Participating Holders or their counsel available for discussion of such
document; and the Issuer and the Guarantors shall not, at any time after initial filing of a
Registration Statement, use or file any Prospectus, any Free Writing Prospectus, any
amendment of or supplement to a Registration Statement or a Prospectus or a Free Writing
Prospectus, or any document that is to be incorporated by reference into a Registration
Statement, a Prospectus or a Free Writing Prospectus, of which the Initial Purchasers and
their counsel and the Participating Holders and their counsel shall not have previously been
advised and furnished a copy or to which the Initial Purchasers or their counsel or the
Participating Holders or their counsel shall object in writing;




     (xii) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as
the case may be, not later than the initial effective date of a Registration Statement;




     (xiii) cause the Indenture to be qualified under the Trust Indenture Act in connection
with the registration of the Exchange Securities or Registrable Securities, as the case may
be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as
may be required for the Indenture to be so qualified in accordance with the terms of the
Trust Indenture Act; and execute, and use their commercially reasonable efforts to cause the
Trustee to execute, all documents as may be required to effect such changes and all other
forms and documents required to be filed with the SEC to enable the Indenture to be so
qualified in a timely manner;




     (xiv) in the case of a Shelf Registration, make available for inspection by a
representative of the Participating Holders (an “Inspector”), any Underwriter
participating in any disposition pursuant to such Shelf Registration Statement, any
attorneys and accountants designated by a majority in aggregate principal amount of the
Securities held by the Participating Holders and any attorneys and accountants designated by
such Underwriter, at reasonable times and in a reasonable manner, all pertinent financial
and other records, documents and properties of the Issuer and its subsidiaries, and cause
the respective officers, directors and employees of the Issuer and the Guarantors to supply
all information reasonably requested by any such Inspector, Underwriter, attorney or
accountant in connection with a Shelf Registration Statement; provided that if any such
information is identified by the Issuer or any Guarantor as being confidential or
proprietary, each Person receiving such information shall take such actions as are
reasonably necessary to protect the confidentiality of such information to the extent such
action is otherwise not inconsistent with, an impairment of or in derogation of the rights
and interests of any Inspector, Holder or Underwriter;



 









 






     (xv) in the case of a Shelf Registration, use their commercially reasonable efforts to
cause all Registrable Securities to be listed on any securities exchange or any automated
quotation system on which similar securities issued or guaranteed by the Issuer or any
Guarantor are then listed if requested by the Majority Holders, to the extent such
Registrable Securities satisfy applicable listing requirements;




     (xvi) if reasonably requested by any Participating Holder, promptly include in a
prospectus supplement or post-effective amendment such information with respect to such
Participating Holder as such Participating Holder reasonably requests to be included therein
and make all required filings of such prospectus supplement or such post-effective amendment
as soon as the Issuer has received notification of the matters to be so included in such
filing;




     (xvii) in the case of a Shelf Registration, enter into such customary agreements and
take all such other actions in connection therewith (including those requested by the
Holders of a majority in principal amount of the Registrable Securities covered by the Shelf
Registration Statement) in order to expedite or facilitate the disposition of such
Registrable Securities including, but not limited to, an Underwritten Offering and in such
connection, (1) to the extent possible, make such representations and warranties to the
Participating Holders and any Underwriters of such Registrable Securities with respect to
the business of the Issuer and its subsidiaries and the Registration Statement, Prospectus,
any Free Writing Prospectus and documents incorporated by reference or deemed incorporated
by reference, if any, in each case, in form, substance and scope as are customarily made by
issuers to underwriters in underwritten offerings and confirm the same if and when
requested, (2) obtain opinions of counsel to the Issuer and the Guarantors (which counsel
and opinions, in form, scope and substance, shall be reasonably satisfactory to the
Participating Holders and such Underwriters and their respective counsel) addressed to each
Participating Holder and Underwriter of Registrable Securities, covering the matters
customarily covered in opinions requested in underwritten offerings, (3) obtain “comfort”
letters from the independent registered public accountants of the Issuer and the Guarantors
(and, if necessary, any other registered public accountant of any subsidiary of either
Issuer or any Guarantor, or of any business acquired by either Issuer or any Guarantor for
which financial statements and financial data are or are required to be included in the
Registration Statement) addressed to each Participating Holder (to the extent permitted by
applicable professional standards) and Underwriter of Registrable Securities, such letters
to be in customary form and covering matters of the type customarily covered in “comfort”
letters in connection with underwritten offerings, including but not limited to financial
information contained in any preliminary prospectus, Prospectus or Free Writing Prospectus
and (4) deliver such documents and certificates as may be reasonably requested by the
Holders of a majority in principal amount of the Registrable Securities being sold or the
Underwriters, and which are customarily delivered in underwritten offerings, to evidence the
continued validity of the representations and warranties of the Issuer and the Guarantors
made pursuant to clause (1) above and to evidence compliance with any customary conditions
contained in an underwriting agreement; and




     (xviii) so long as any Registrable Securities remain outstanding, cause each Additional
Guarantor upon the creation or acquisition by the Issuer of such Additional Guarantor, to
execute a counterpart to this Agreement in the form attached hereto as Exhibit B and to
deliver such counterpart to the Initial Purchasers no later than five Business Days
following the execution thereof.


          (b) In the case of a Shelf Registration Statement, the Issuer may require each Holder of
Registrable Securities to furnish to the Issuer a Notice and Questionnaire and such other
information



 









 








regarding such Holder and the proposed disposition by such Holder of such Registrable
Securities as the Issuer and the Guarantors may from time to time reasonably request in writing.



          (c) Each Participating Holder agrees that, upon receipt of any notice from the Issuer and the
Guarantors of the happening of any event of the kind described in Section 3(a)(vi)(3) or Section
3(a)(vi)(5) hereof, such Participating Holder will forthwith discontinue disposition of Registrable
Securities pursuant to the Shelf Registration Statement until such Participating Holder’s receipt
of the copies of the supplemented or amended Prospectus and any Free Writing Prospectus
contemplated by Section 3(a)(x) hereof and, if so directed by the Issuer and the Guarantors, such
Participating Holder will deliver to the Issuer and the Guarantors all copies in its possession,
other than permanent file copies then in such Participating Holder’s possession, of the Prospectus
and any Free Writing Prospectus covering such Registrable Securities that is current at the time of
receipt of such notice.


          (d) If the Issuer and the Guarantors shall give any notice to suspend the disposition of
Registrable Securities pursuant to a Registration Statement, the Issuer and the Guarantors shall
extend the period during which such Registration Statement shall be maintained effective pursuant
to this Agreement by the number of days during the period from and including the date of the giving
of such notice to and including the date when the Holders of such Registrable Securities shall have
received copies of the supplemented or amended Prospectus or any Free Writing Prospectus necessary
to resume such dispositions. The Issuer and the Guarantors may give any such notice only twice
during any 12-month period and any such suspensions shall not exceed 90 days in any 12-month period
and there shall not be more than two suspensions in effect during any 12-month period.


          (e) The Participating Holders who desire to do so may sell such Registrable Securities in an
Underwritten Offering. In any such Underwritten Offering, the investment bank or investment banks
and manager or managers (each an “Underwriter”) that will administer the offering will be
selected by the Holders of a majority in principal amount of the Registrable Securities included in
such offering.


          4. Participation of Broker-Dealers in Exchange Offer.


          (a) The Staff has taken the position that any broker-dealer that receives Exchange Securities
for its own account in the Exchange Offer in exchange for Securities that were acquired by such
broker-dealer as a result of market-making or other trading activities (a “Participating
Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act
and must deliver a prospectus meeting the requirements of the Securities Act in connection with
any resale of such Exchange Securities.


          The Issuer and the Initial Guarantors understand that it is the Staff’s position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution
containing a statement to the above effect and the means by which Participating Broker-Dealers may
resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the
amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their
prospectus delivery obligation under the Securities Act in connection with resales of Exchange
Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of
the Securities Act.


          (b) In light of the above, and notwithstanding the other provisions of this Agreement, the
Issuer and the Initial Guarantors agree to amend or supplement the Prospectus contained in the
Exchange Offer Registration Statement for a period of up to 180 days after the Exchange Date (as
such 



 









 








period may be extended pursuant to Section 3(d) hereof), in order to expedite or facilitate the
disposition of any Exchange Securities by Participating Broker-Dealers consistent with the
positions of the Staff recited in Section 4(a) above. The Issuer and the Initial Guarantors
further agree that Participating Broker-Dealers shall be authorized to deliver such Prospectus (or,
to the extent permitted by law, make available) during such period in connection with the resales
contemplated by this Section 4.



          (c) The Participating Broker-Dealers shall have no liability to the Issuer, any Guarantor or
any Holder with respect to any request that they may make pursuant to Section 4(b) hereof.


          5. Indemnification and Contribution.


          (a) The Issuer and each Guarantor, jointly and severally, agree to indemnify and hold harmless
each Participating Broker-Dealer and each Holder, their respective affiliates, directors and
officers and each Person, if any, who controls any Participating Broker-Dealer or any Holder within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against
any and all losses, claims, damages and liabilities (including, without limitation, legal fees and
other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as
such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1)
any untrue statement or alleged untrue statement of a material fact contained in any Registration
Statement or any omission or alleged omission to state therein a material fact required to be
stated therein or necessary in order to make the statements therein not misleading, or (2) any
untrue statement or alleged untrue statement of a material fact contained in any Prospectus, any
Free Writing Prospectus or any “issuer information” (“Issuer Information”) filed or
required to be filed pursuant to Rule 433(d), or any omission or alleged omission to state therein
a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, in each case except insofar as such
losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in conformity with any
information relating to any Participating Broker-Dealer or information relating to any Holder or
any selling Holder, respectively expressly for use therein. In connection with any Underwritten
Offering permitted by Section 3, the Issuer and the Guarantors, jointly and severally, will also
indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry
professionals participating in the distribution, their respective affiliates and each Person who
controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same
extent as provided above with respect to the indemnification of the Holders, if requested in
connection with any Registration Statement, any Prospectus, any Free Writing Prospectus or any
Issuer Information.


          (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Issuer,
the Guarantors, and the Participating Broker-Dealers and the other selling Holders, the directors
of the Issuer and the Guarantors, each officer of the Issuer and the Guarantors who signed the
Registration Statement and each Person, if any, who controls the Issuer, the Guarantors, any
Participating Broker-Dealer and any other selling Holder within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in
paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise
out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission
made in reliance upon and in conformity with any information relating to such Holder furnished to
the Issuer in writing by such Holder expressly for use in any Registration Statement, any
Prospectus and any Free Writing Prospectus.


          (c) If any suit, action, proceeding (including any governmental or regulatory investigation),
claim or demand shall be brought or asserted against any Person in respect of which indemnification



 









 








may be sought pursuant to either paragraph (a) or (b) above, such Person (the
“Indemnified Person”) shall promptly notify the Person against whom such indemnification
may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify
the Indemnifying Person shall not relieve it from any liability that it may have under paragraph
(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 Person shall not relieve it from any liability that it may have
to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceeding
shall be brought or asserted against an Indemnified Person and it shall have notified the
Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory
to the Indemnified Person to represent the Indemnified Person and any others entitled to
indemnification pursuant to this Section 5 that the Indemnifying Person may designate in such
proceeding and shall pay the fees and expenses of such proceeding and shall pay the fees and
expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any
Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of
such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person
and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person
has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified
Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal
defenses available to it that are different from or in addition to those available to the
Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded
parties) include both the Indemnifying Person and the Indemnified Person and representation of both
parties by the same counsel would be inappropriate due to actual or potential differing interests
between them. It is understood and agreed that the Indemnifying Person shall not, in connection
with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and
expenses of more than one separate firm (in addition to any local counsel) for all Indemnified
Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such
separate firm (x) for any Participating Broker-Dealer, its affiliates, directors and officers and
any control Persons of such Participating Broker-Dealer shall be designated in writing by Merrill
Lynch, (y) for any Holder, its directors and officers and any control Persons of such Holder shall
be designated in writing by the Majority Holders and (z) in all other cases shall be designated in
writing by the Issuer. The Indemnifying Person shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such consent or if there be a
final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified
Person from and against any loss or liability by reason of such settlement or judgment. No
Indemnifying Person shall, without the written consent of the Indemnified Person, effect any
settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or
could have been a party and indemnification could have been sought hereunder by such Indemnified
Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in
form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims
that are the subject matter of such proceeding and (B) does not include any statement as to or any
admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.



          (d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an
Indemnified Person or insufficient in respect of any loss, claim, damage or liability referred to
therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such
Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified
Person as a result of such loss, claim, damage or liability (i) in such proportion as is
appropriate to reflect the relative benefits received by the Issuer and the Guarantors from the
offering of the Securities and the Exchange Securities, on the one hand, and by the Holders from
receiving Securities or Exchange Securities registered under the Securities Act, on the other hand,
or (ii) if the allocation provided by 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) but also the relative fault of the Issuer and the Guarantors on the one hand and
the Holders on the other in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable considerations.
The relative fault of the Issuer and the Guarantors on the one hand and the Holders on the other
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 Issuer and the Guarantors or by the Holders and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission.



          (e) The Issuer, the Initial Guarantors and the Holders agree that it would not be just and
equitable if contribution pursuant to this Section 5 were determined by pro rata allocation (even
if the Holders were treated as one entity for such purpose) or by any other method of allocation
that does not take account of the equitable considerations referred to in paragraph (d) above. The
amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and
liabilities referred to in paragraph (d) above shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses incurred by such Indemnified Person in
connection with any such action or claim. Notwithstanding the provisions of this Section 5, in no
event shall a Holder be required to contribute any amount in excess of the amount by which the
total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount
of any damages that such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 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 5 are several and not joint.


          (f) The remedies provided for in this Section 5 are not exclusive and shall not limit any
rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.


          (g) The indemnity and contribution provisions contained in this Section 5 shall remain
operative and in full force and effect regardless of (i) any termination of this Agreement, (ii)
any investigation made by or on behalf of a Participating Broker-Dealer or any Holder or any Person
controlling any Participating Broker-Dealer or any Holder, or by or on behalf of the Issuer or the
Guarantors or the officers or directors of or any Person controlling the Issuer or the Guarantors,
(iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities
pursuant to a Shelf Registration Statement.


          6. General.


          (a) No Inconsistent Agreements. The Issuer and the Initial Guarantors represent, warrant and
agree that (i) the rights granted to the Holders hereunder do not conflict with the rights granted
to the holders of any other outstanding securities issued or guaranteed by the Issuer or any
Initial Guarantor under any other agreement and (ii) neither the Issuer nor any Initial Guarantor
has entered into, or on or after the date of this Agreement will enter into, any agreement that is
inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or
otherwise conflicts with the provisions hereof.


          (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given unless the Issuer and the Guarantors have obtained the
written consent of Holders of at least a majority in aggregate principal amount of the outstanding




 









 








Registrable Securities affected by such amendment, modification, supplement, waiver or consent;
provided that no amendment, modification, supplement, waiver or consent to any departure from the
provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities
unless consented to in writing by such Holder. Any amendments, modifications, supplements, waivers
or consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties
hereto.



          (c) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand-delivery, registered first-class mail, telecopier, or any courier
guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such
Holder to the Issuer by means of a notice given in accordance with the provisions of this Section
6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in
the Purchase Agreement; (ii) if to the Issuer and the Guarantors, initially at the Issuer’s address
set forth in the Purchase Agreement and thereafter at such other address, notice of which is given
in accordance with the provisions of this Section 6(c); and (iii) to such other persons at their
respective addresses as provided in the Purchase Agreement and thereafter at such other address,
notice of which is given in accordance with the provisions of this Section 6(c). All such notices
and communications shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail, postage prepaid, if
mailed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely
delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands
or other communications shall be concurrently delivered by the Person giving the same to the
Trustee, at the address specified in the Indenture.


          (d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors, assigns and transferees of each of the parties, including, without limitation and
without the need for an express assignment, subsequent Holders; provided that nothing herein shall
be deemed to permit any assignment, transfer or other disposition of Registrable Securities in
violation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder
shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such
Registrable Securities shall be held subject to all the terms of this Agreement, and by taking and
holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be
bound by and to perform all of the terms and provisions of this Agreement and such Person shall be
entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial
Purchasers) shall have no liability or obligation to the Issuer or the Guarantors with respect to
any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of
such Holder under this Agreement.


          (e) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the
agreements made hereunder between the Issuer and the Initial Guarantors, on the one hand, and the
Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly
to the extent it deems such enforcement necessary or advisable to protect its rights or the rights
of other Holders hereunder.


          (f) 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.


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



 









 







          (h) Governing Law. This Agreement, and any claim, controversy or dispute arising under or
related to this Agreement, shall be governed by and construed in accordance with the laws of the
State of New York.


          (i) Entire Agreement; Severability. This Agreement contains the entire agreement between the
parties relating to the subject matter hereof and supersedes all oral statements and prior writings
with respect thereto. If any term, provision, covenant or restriction contained in this Agreement
is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public
policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated. The
Issuer, the Guarantors and the Initial Purchasers shall endeavor in good faith negotiations to
replace the invalid, void or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the invalid, void or unenforceable provisions.





 









 







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



	 	 	 	 	 
	 	STERLING MERGER INC.

 	 
	 	By:  	/s/ Christopher C. Ragona
 	 
	 	 	Name:  	Christopher C. Ragona 	 
	 	 	Title:  	Vice President, Secretary and Treasurer 	 
	 



Confirmed and accepted as of the
date first above written:




MERRILL LYNCH, PIERCE, FENNER &  SMITH


INCORPORATED




For itself and on behalf of the
several Initial Purchasers




	 	 	 	 	 

	By:

	 	/s/ John McCusker
 

Authorized Signatory
	 	 






 









 






Exhibit A




JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT

July 20, 2011



          Reference is hereby made to the Registration Rights Agreement, dated as of July 20, 2011 (the
“Agreement”), by and among Sterling Merger Inc. (“Merger Sub”) and the Initial
Purchasers named therein concerning the sale by Merger Sub to the Initial Purchasers of $400.0
million aggregate principal amount of Merger Sub’s 11% Senior Notes due 2019 (the
“Securities”). Unless otherwise defined herein, terms defined in this Joinder Agreement
and used herein shall have the meanings given them in the Agreement.


          1. Joinder of the Successor Company. SRA International, Inc., a Delaware corporation
(the “Company”), hereby agrees to become bound by the terms, conditions and other
provisions of the Agreement with all attendant rights, duties and obligations stated therein, with
the same force and effect as if originally named as the “Issuer” therein and as if such party
executed the Agreement on the date thereof.


          2. Joinder of the Guarantors. Each of the guarantors listed on Annex A hereto
(collectively, the “Guarantors”), hereby agrees to become bound by the terms, conditions
and other provisions of the Agreement with all attendant rights, duties and obligations stated
therein, with the same force and effect as if originally named as “Guarantor” therein and as if
such party executed the Agreement on the date thereof.


          3. Governing Law. This Joinder Agreement shall be governed by and construed in
accordance with the laws of the State of New York.


          4. Counterparts. This agreement may be executed, manually or by facsimile signature,
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.


          5. Amendments. No amendment or waiver of any provision of this Joinder Agreement, nor
any consent or approval to any departure therefrom, shall in any event be effective unless the same
shall be in writing and signed by the parties hereto.


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



[Signature Page Follows]




 









 





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



 









 





	 	 	 	 	 
	 	



SRA INTERNATIONAL, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SYSTEMS RESEARCH AND APPLICATIONS 

CORPORATION

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TOUCHSTONE CONSULTING GROUP, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	RABA TECHNOLOGIES, LLC

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CONSTELLA GROUP, LLC

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	INTERFACE AND CONTROL SYSTEMS, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PERRIN QUARLES ASSOCIATES, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CMA GOVERNMENT SOLUTIONS, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PLATINUM SOLUTIONS, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SENTECH HOLDINGS, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SENTECH, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



Exhibit B




Counterpart to Registration Rights Agreement



          The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as
defined in the Registration Rights Agreement, dated as of July 20, 2011 by and among Sterling
Merger Inc., a Delaware corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on
behalf of itself and the other Initial Purchasers) to be bound by the terms and provisions of such
Registration Rights Agreement.


          IN WITNESS WHEREOF, the undersigned has executed this counterpart as of ___________, 201_.



	 	 	 	 	 
	 	



[GUARANTOR]

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title: